HomeMy WebLinkAbout2018-293APrepared By,
Record and Return to:
Heather J. Encinosa, Esq.
Nabors, Giblin & Nickerson, P.A.
1500 Mahan Drive, Suite 200
Tallahassee, Florida 32308
AMENDED AND RESTATED FACILITY LEASE AGREEMENT
This AMENDED AND RESTATED FACILITY LEASE AGREEMENT ("Agreement")
is made as of the 2"d day of January, 2019 (the "Effective Date"), by and between Indian River
County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the
"County"), and Verotown, LLC, a Delaware corporation, (hereinafter referred to as
"Verotown").
RECITALS
A. WHEREAS, County and MiLB Vero Beach, LLC, a Florida limited liability
company (the "Initial Tenant") entered into that certain Facility Lease Agreement effectively
dated May 1, 2009 whereby County leased that certain real property located in Vero Beach,
Florida, and known generally as "Dodgertown" (the "Facility") and being more particularly
described in Exhibit "A" attached hereto, as further amended by that certain First Amendment to
Facility Lease Agreement by and between the County and the Initial Tenant effectively dated
June 1, 2011, as further amended by that certain Second Amendment to Facility Lease
Agreement by and between the County and Initial Tenant effectively dated January 1, 2012, as
further amended by that certain Third Amendment to Facility Lease Agreement by and between
County and Verotown effectively dated July 16, 2013, as further amended by that certain Fourth
Amendment to Facility Lease Agreement by and between County and Verotown effectively
dated January 21, 2014, and as further amended by that certain Fifth Amendment to Facility
Lease Agreement by and between County and Verotown effectively dated April 1, 2014
(collectively referred to as the "Initial Lease"); and
B. WHEREAS, MLB (as hereinafter defined) enjoys a rich baseball related history,
having been formed over a hundred years ago to advance professional baseball; and
C. WHEREAS, MLB has or prior to the Effective Date will purchase the
membership interest in Verotown; and
D. WHEREAS, between 1949 and 2008, the Los Angeles Dodgers (formerly known
as the Brooklyn Dodgers) conducted spring training operations and played their spring training
home games at the Facility; and
E. WHEREAS, the County, MLB and the community in general 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 and conference operations at the Facility are
unique and diverse, and include, but are not limited to, entertainment for the community, the
creation of new jobs and increased employment opportunities, increased tourist trade and
promotional opportunities, direct and indirect tax revenues, and the enhancement of the
community's image; and
F. WHEREAS, because of the aforementioned benefits to the community, the
County purchased the Facility in 2000, and has incurred the debt service designed to
accommodate the baseball spring training and other associated Facility uses; and
G. WHEREAS, in recognition of the commitment made by the County and the
community, Verotown desires to conduct baseball, athletic, conference and associated
operations, including potentially spring training operations, at the Facility during the Term of
this Agreement and to operate, maintain, and manage the Facility in accordance with the terms
hereof; and
H. WHEREAS, Verotown and the County now desire to amend and restate the
Initial Lease in its entirety, so that from and after the Effective Date, this Agreement shall serve
as an amendment and restatement of all prior leases, letters, expressions of intent, agreements or
understandings, whether oral or written, between the County Verotown and MLB, relating to any
portion of the Facility, including, without limitation, the Initial Lease, and all such prior leases,
expressions of intent, agreements or understandings, whether oral or written, are hereby null,
void and of no further force and effect, and the terms and conditions of this Agreement shall
supersede and replace the terms and conditions of all such prior leases, letters, expressions of
intent, agreements or understandings, whether oral or written, with respect to the Facility.
COVENANTS
NOW, THEREFORE, in consideration of the foregoing Recitals (which are hereby
incorporated into this Agreement) and the mutual promises and covenants set forth below, IT IS
AGREED AS FOLLOWS:
ARTICLE I
DEFINITIONS / EXHIBITS
Section 1.01. Exhibits. True and correct copies of all of the exhibits referenced in this
Agreement will be initialed by the parties and attached to this Agreement, and such exhibits will
thereafter be incorporated into this Agreement by this reference.
Section 1.02. Definitions. The following terms will have the following meanings:
(a) "Agreement" means this Amended and Restated Facility Lease Agreement
between Verotown and the County, and all of the attached exhibits.
(b) "Capital Improvements" means any fixed capital expenditure or capital
outlay associated with the construction, reconstruction, or improvement of the Facility
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with a life expectancy of five (5) or more years, including by way of example and not
limitation capital equipment, which will extend the useful life of the Facility whose cost
is in excess of $1,000 and is reasonably determined by Verotown as necessary for the
construction, reconstruction, or improvement of the Facility.
(c) "Capital Reserve Account" means the capital improvement, maintenance,
repair and replacement account as defined in Section 8.01, below.
(d) "Capital Reserve Account Agent' means the Clerk of the Circuit Court for
Indian River County, Florida.
(e) "Cessation of Use" is defined in Section 10.04, below.
(f) "Ci1y" means the City of Vero Beach, Florida.
(g) "City Parking Property" means the real estate subject to the Parking
License Agreement.
(h) "Coun " means Indian River County, Florida, a political subdivision of
the State of Florida.
(i) "County Funds" means the funds to be deposited into the Capital Reserve
Account by the County.
0) "County Improvements" means the improvements constructed or to be
constructed on the Existing Facilities during the term of this Agreement, as set forth in
Section 8.04(a) and (b) hereof.
(k) "Dodgers" means the team owned by the Los Angeles Dodgers, LLC, a
Delaware limited liability company and their predecessors, the former users of the
Facility, as the context requires.
(1) "Effective Date" means the 2nd day of January 2019, the date upon which
this Agreement becomes effective.
(m) "Existing Facilities" means the baseball facilities originally constructed
for spring training activities located on the Land as they existed as of the Effective Date,
including the spring training baseball stadium known as Holman Stadium (as hereinafter
defined), the eighty-nine (89) unit hotel facility, the conference center with meeting and
dining rooms, the clubhouse and weight room, indoor batting and pitching cages, baseball
administration building, multi-purpose field, four (4) baseball practice fields, four (4)
softball practice fields (i.e., the "cloverleaf' fields) and one (1) half baseball practice
field.
(n) "Facili " means, collectively, the Land, the Existing Facilities, and, as the
context warrants, the County Improvements, the Verotown Improvements, and any
additional improvements constructed on the Land after the Effective Date of this
Agreement.
(o) "Facility Parking Property" means those areas contained within the Land
that have historically been used for parking in connection with activities and events held
at the Facility and other accessible and open areas that are suitable for parking.
(p) "FF&E" means furniture, fixtures, and equipment located at or on the
Facility on the Effective Date and initially described in Exhibit "C" hereto, as same may
be replaced or substituted during the Term, which replacements and substitutions will be
reflected on an updated Exhibit "C" (to be agreed upon by the parties), from time to time.
(q) "Holman Stadium" means the baseball stadium improvements known as
Holman Stadium.
(r) "Initial Term" is defined in Section 2.01, below.
(s) "Land" means the real estate upon which the Facility is located, as
described in Exhibit "A" attached hereto.
(t) "Lease Year" means a twelve (12) month period commencing on
September 1 of any calendar year of the Term hereof and ending on August 31 of the
following calendar year; provided, however, that the First Lease Year will commence as
of the Effective Date and end on the first August 31 st following the Effective Date.
(u) "Maintenance Standards" means the standards of maintenance, repair, and
operations maintained by managers of comparable facilities in comparable markets in the
State of Florida in accordance with reasonable practices then in use. The County hereby
acknowledges and agrees that the manner in which the Existing Facilities were operated
and managed by the Dodgers prior to the termination of their lease in 2008 and Minor
League Baseball prior to the termination of their lease in 2011 was consistent with or
exceeded the standards of maintenance, repair, and operations maintained by managers of
comparable facilities in comparable markets in the State of Florida.
(v) "Major League Baseball" or "MLB" shall mean, depending on the context,
any or all of (a) the Office of the Commissioner of Baseball (the "BOC"), each other
MLB Entity and/or all boards and committees thereof, including, without limitation, the
Executive Council, and/or (b) the Major League Clubs acting collectively.
(w) "Major League Baseball Club" or "Major League Club" shall mean any
professional baseball club that is entitled to the benefits, and bound by the terms, of the
Major League Constitution.
(x) "Major League Constitution" shall mean the Major League Constitution
adopted by the Major League Clubs (which amended and superseded the Major League
Agreement dated January 1, 1975, the Agreement in re Major Leagues Central Fund
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dated as of December 8, 1983, as amended, and the respective constitutions of the former
American and National Leagues of Professional Baseball Clubs) as the same may be
amended, supplemented or otherwise modified from time to time in the manner provided
therein and all replacement or successor agreements that may in the future be entered into
by the Major League Clubs.
(y) "MLB Entity" shall mean each of the BOC, Major League Baseball
Properties, Inc., The MLB Network, LLC, MLB Advanced Media, L.P., Tickets.com,
LLC, Verotown and/or any of their respective present or future affiliates, assigns or
successors and collectively referred to herein as the MLB Entities.
(z) "Parking License Agreement" means the agreement entered into as of June
1, 2011 and recorded in Official Records Book 2517, at Page 568 of the Public Records
of Indian River County, by and between the County and the City, which, inter alia,
governs use rights for the City Parking Property and is attached hereto as Exhibit `B."
(aa) "Price Index" shall mean the Consumer Price Index for all Urban
Consumers (1982-1984=100) for the South Region for all items except food and energy,
as published monthly by the U.S. Department of Commerce, Bureau of Labor Statistics.
(bb) "Price Index Change" shall mean the percentage change between the Price
Index in effect as of November 1 of the then -current year as compared to the Price Index
in effect as of November 1 of the prior year.
(cc) "Renewal Term" is defined in Section 2.02, below.
(dd) "Repairs or Replacements" means capital repairs or replacements made to
the fixtures, structures and/or improvements at the Facility, including the County
Improvements and Verotown Improvements upon their completion.
(ee) "Term" means the Initial Term and any Renewal Term.
(ff) "Verotown Events" means any and all events and activities held on the
premises of the Land and Facility including, without limitation, sports and non -sports
related events and activities, meetings and conferences, whether such events and
activities are conducted by the County, Verotown, an MLB Entity or any third party
using all or a portion of the Land and/or the Facility with the consent of Verotown.
(gg) "Verotown Improvements" means the improvements constructed or to be
constructed on the Existing Facilities or Land during the term of this Agreement, or any
extension thereof, as provided in Section 8.05 hereof.
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ARTICLE II
TERM / OPTIONS TO RENEW / RENT
Section 2.01. Initial Term. The "Initial Term" of this Agreement will commence on the
Effective Date and will expire on August 31, 2029, unless this Agreement is terminated earlier
by the parties pursuant to the provisions hereof.
Section 2.02. Renewal Term. For purposes of this Agreement, a "Renewal Term" means
a term of five (5) years commencing upon the expiration of the Initial Term or the immediately
preceding Renewal Term, if any.
Section 2.03. Option to Renew. Verotown has three (3) successive options to renew this
Agreement for a Renewal Term. Verotown shall exercise its right and option for the three (3)
successive options for a Renewal Term by serving written notice upon the County of its election
to exercise said option at least twelve (12) months before the expiration of the then -current Term.
If Verotown fails to provide such notice within the aforementioned time, then Verotown's right
and option to renew will continue in full force until the County notifies Verotown in writing that
the renewal notice has not been received and Verotown fails to exercise its renewal rights within
sixty (60) days after receipt of the County's notice since, it being the intention of the parties that
Verotown will not lose any renewal right through inadvertence. Each Renewal Term will be
upon the same terms and conditions as the Initial Term.
Section 2.04. Rent. Verotown shall pay to the County the sum of One Dollar ($1.00) per
Lease Year as rent payable in advance. Receipt of such rent by the County is hereby
acknowledged.
ARTICLE III
VEROTOWN'S USE OF THE FACILITY
Section 3.01. Lease and Grant of Management Rights with Respect to the Facility. The
County hereby leases to Verotown, and Verotown hereby leases from the County, the Facility
and the FF&E. Except as otherwise provided in this Agreement, Verotown has the exclusive
right and obligation to use, manage, and operate the Facility at its sole discretion in accordance
with the terms and purposes of this Agreement. Verotown covenants to use the Facility in
accordance with Section 5.01 hereof. During the Term, the County shall not lease to or grant to
any person other than Verotown, the right to use, manage, or operate the Facility, subject to the
provisions of Section 6.04 below. The parties acknowledge and agree that, as of the Effective
Date, the County is actively pursuing the acquisition of parcels adjacent to the Facility, including
that certain parcel upon which Dodger Road is located (the "Parcel"). In the event the County
acquires the Parcel, the County will grant Verotown and its employees, guests, invitees,
contractors, agents and affiliates the right at all times during the Term and any Renewal Term to
use Dodger Road. If the County fails to acquire the Parcel and Verotown is thereafter prevented
from using and accessing Dodger Road, the County agrees to promptly pursue any and all action,
at the County's sole cost and expense, necessary to establish access and use of Dodger Road,
prescriptive or otherwise, which rights shall run with the Land and inure to the benefit of the
County and Verotown.
Section 3.02. Verotown's Rights and Obligations._ Except as specifically provided in this
Agreement, Verotown is exclusively responsible for managing, operating, and maintaining the
Facility at its sole discretion and expense (subject to any eligible reimbursement as set forth in
this Agreement) during the Term in accordance with the Maintenance Standards. Verotown shall
not cause, permit, or suffer any waste or damage, disfigurement, or injury to the Facility or the
fixtures or equipment thereon, with the exception of reasonable wear and tear, loss or damage by
fire, natural catastrophe, or other casualty, or condemnation. The County shall not remove any
FF&E from the Facility and Verotown has the right, during the Term, to use all FF&E in place
prior to or after the Effective Date. In addition to the FF&E provided by the County, and to
satisfy the Maintenance Standards, Verotown shall provide certain equipment to be kept at the
Facility to assist with its efforts to maintain the Facilities (the "Verotown Equipment"). If
required to comply with the Maintenance Standard, Verotown shall be responsible for the
replacement of the FF&E and Verotown Equipment subject to normal wear and tear (subject to
any eligible reimbursement as set forth in this Agreement) during the Term. During the Term,
Verotown has, but is not limited to, the following rights, responsibilities, and obligations in
connection with the Facility:
(a) At its sole discretion, control the scheduling and use of the Facility as a
publicly operated, athletic, entertainment and conference facility for all baseball and non -
baseball events, including potential MLB spring training events;
(b) Perform all maintenance of the Facility, including by providing all of the
labor and materials required to keep the Facility clean and free of debris and by repairing,
maintaining, and replacing all components of the Facility consistent with the
Maintenance Standards;
(c) Except as otherwise provided in this Agreement, maintain the Facility,
including, but not limited to, the parking lots at the Facility, the structural portions of the
Facility, the foundation of the Facility, the exterior structural walls of the Facility, all
electrical, plumbing, heating, ventilating, air- conditioning, mechanical and utility
systems for the Facility (beginning at the point where they are stubbed out to the Facility)
or any portion thereof, including any portion located in the Facility, in good order,
condition, and repair, in a clean, sanitary, and safe condition, and in accordance with all
applicable laws and regulations;
(d) Except as otherwise provided in this Agreement, provide all security,
crowd control, maintenance, cleaning, landscaping and other personnel or independent
contractors required for the proper maintenance and operation of the Facility consistent
with the Maintenance Standards;
(e) All of the costs associated with the obligations set forth in this Section
3.02 that exceed the annual contribution of the County as set forth in Section 8.01 of this
Agreement shall be performed by Verotown at its sole cost and expense.
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(f) Obtain and maintain the insurance further described in Section 14.05,
which shall list the County as an additional insured for any policies relating to
Verotown's use and operation of the Facility.
(g) Set rates and charges for the use of the Facility by third parties;
(h) Advertise and promote all baseball and non -baseball events conducted at
the Facility, such advertising and promotion to mention or identify the County and/or the
City to the extent practicable (Verotown understands the importance of promoting the
County and the City and their image and desire and agree to assist in such regard);
(i) Select and employ all concessionaires, licensees and other contractors with
respect to the Facility, including, but not limited to, its parking lots, concession areas, and
advertising space; and
0) Enter into lawful contracts in Verotown's name relating to any and all of
the foregoing upon terms and conditions which are consistent with the Maintenance
Standards and the terms of this Agreement.
Section 3.03. Event Control. Verotown has the right, at its sole discretion, to cancel or
postpone any event to be held at the Facility.
Section 3.04. Books and Records. Verotown and the County acknowledge that certain
information and data relating to this Agreement may be public records in accordance with
Chapter 119, Florida Statutes. Verotown agrees that it will implement policies and procedures to
maintain, produce, secure, retain, and transfer public records in accordance with applicable laws,
and regulations, including Sec. 119.0701, Florida Statutes. Verotown agrees to provide the
County with a copy of all requested public records or to allow any public records to be inspected
or copied within a reasonable time. Verotown agrees to charge any third parties requesting public
records only such fees allowed by Section 119.07, Florida Statutes, for locating and producing
public records during the term of this Agreement. Upon the expiration of this Agreement,
Verotown shall transfer, at no cost, to the County all public records in the possession of
Verotown or keep and maintain any public records required by the County. If Verotown transfers
all public records to the County upon the expiration of this Agreement, then Verotown shall
destroy any public records that are exempt or confidential and exempt from public records
disclosure requirements. If Verotown keeps and maintains public records upon the expiration of
this Agreement, then it will meet all applicable requirements for maintaining any public records.
All records stored electronically must be provided to the County upon request in a format that is
compatible with the information technology systems of the County. Nothing in this Section
3.04 is intended to suggest that all records related to the Facility would be public records or that
this Agreement is subject to Section 119.0701, Florida Statutes. Verotown and the County shall
cooperate to ensure that any records that are confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
Term of this Agreement.
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IF VEROTOWN HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO VEROTOWN'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
VEROTOWN SHOULD CONTACT THE COUNTY'S CUSTODIAN OF
PUBLIC RECORDS: SANDY WRIGHT, BY TELEPHONE 772-226-1424,
EMAIL PUBLICRECORDS@IRCGOV.COM OR MAIL 180127 1h STREET,
UPSTAIRS, BUILDING A, VERO BEACH, FLORIDA 32960.
ARTICLE IV
MAINTENANCE RESPONSIBILITIES
Section 4.01. Verotown's Rights and Obligations. During the Term, Verotown shall be
responsible for the repair, operation, and maintenance of the Facility, and has, but is not limited
to, the rights, responsibilities and obligations specified in Sections 4.02 through 4.05 below.
Section 4.02. Maintenance. From the Capital Reserve Account and, upon depletion of
funds from that Account, from its own funds, Verotown shall construct and pay for any repairs,
replacement and improvements for the Facility as are required:
(a) To satisfy the Maintenance Standards;
(b) To comply with all applicable laws, ordinances and regulations, including,
but not limited to the requirements of the Americans with Disabilities Act of 1990 ("ADA") any
amendments thereto, including Title II, Structural and Title III, Programmatic Accessibility
Standards as well as any future additions; and
(c) To meet the standards and regulations of Major League Baseball.
In connection with the foregoing, the County hereby represents to the best of its knowledge to
Verotown that, as of the Effective Date, it is unaware of any violations of state or county laws,
rules, or regulations, or any ADA violations at the Facility. The County and Verotown hereby
recognize that major renovations to the Facility may require that any legally compliant or
grandfathered uses be brought up to current code and regulatory requirements and the County
agrees cooperate with Verotown's efforts in connection therewith.
Section 4.03. Operation. Verotown shall provide and pay for, solely from funds of
Verotown or the Capital Reserve Account if appropriate, all costs and expenses required for the
operation and maintenance of the Facility which are not, by the terms of this Agreement,
specifically required to be provided and paid for by the County, including, but not limited to, all
personnel (including supervisory staff), labor, equipment, utilities, and materials. All
expenditures from the Capital Reserve Account will be in accordance with Article VIII hereof.
Subject to any cost reimbursement provided in Section 6.04 below, costs for which Verotown is
responsible will include, but not be limited to, taxes, gas, electricity, internet services, telephone,
water, sewer, storm water, solid waste, and other utilities related to operation of the Facility, and
production of all events taking place at the Facility.
Section 4.04. Taxes. As stated above, Verotown shall pay all taxes and non -ad valorem
or special assessments associated with the lease and operation of the Facility except the County
shall be responsible for ad valorem real property taxes, if any, imposed on the Facility. As of the
Effective Date, and other than what is set forth on Exhibit "F", the County is not aware of any
other special assessments applicable to the Facility or the Land, including but not limited to
obligations associated with special districts, neighborhood improvement districts, Municipal
Service Taxing Unit/Benefit Unit (MSTU/BU) or community development districts.
Section 4.05. Liaison. Verotown shall name a person to be the liaison to work with the
County with respect to coordinating the mutual responsibilities of Verotown and the County.
Verotown hereby designates Chris Haydock as the liaison unless and until a new person is
designed in writing by Verotown.
Section 4.06. Limitations. Verotown's rights and obligations under this Agreement are
subject to the following additional limitations:
(a) No contract entered into pursuant to this Agreement may impair any right
of the County hereunder.
(b) Verotown shall not, without the County's consent, enter into any contract
extending beyond the expiration date of the Term, as the Term is defined when any such
contract is executed by Verotown.
(c) Verotown shall take no action which may result in the attachment of a lien
or cloud on the County's interest in or title to the Land, the Facility, the FF&E, or any
other real or personal property purchased or paid for with funds provided by the County.
If, as a result of Verotown's actions, a lien or cloud is attached to the County's interest or
title to the Land, the Facility, the FF&E, or any other real or personal property purchased
or paid for with funds provided by the County, Verotown shall immediately take all
reasonable and necessary steps to remove such lien or cloud.
(d) Verotown shall not knowingly occupy or use the Facility for any purpose
or in any manner that is unlawful.
(e) Within the policies and standards set by the County pursuant to this
Agreement, Verotown shall function as an independent contractor in fulfilling the duties
required by this Agreement. All staff required by Verotown to accomplish its obligations
under this Agreement shall be employees and/or independent contractors of Verotown or
an MLB Entity and not the County.
(f) Subject to the County's representations described in Sections 4.02 above,
Verotown takes the Facility "as is", both as of the Effective Date and upon completion of
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any County Improvements and Verotown Improvements in accordance with the terms
hereof, with no other warranty from the County as to condition.
(g) Verotown shall repair, replace, provide and maintain, at its expense, all
equipment necessary to perform its responsibilities hereunder; and such equipment will at
all times be deemed to be included as a part of the FF&E and run with and be a part of
the Facility; provided, however, upon the termination of this Agreement, any Verotown
Equipment (exclusive of fixtures) which has been purchased and paid for by Verotown
with funds other than the funds provided by the County, may be identified and removed
by Verotown upon notice to the County.
(h) Except as may be provided in this Agreement, Verotown shall not
undertake any Capital Improvements to the Facility without the permission of the
County, which permission shall, when not otherwise governed by this Agreement, not be
unreasonably withheld, unreasonably conditioned or unreasonably delayed.
(i) If the County reasonably believes that Verotown's failure to comply with
any of its obligations under this Agreement involves a "life safety issue," as defined
below, the County shall immediately notify Verotown in writing and shall have an
immediate right to correct the life safety issue. The reasonable and necessary costs and
expenses incurred by the County in correcting the life safety issue will be due and
payable by Verotown to the County first through funds in the Capital Reserve Account,
and, if the funds in the Capital Reserve Account are insufficient to cover such costs and
expenses, second through written demand to Verotown, which shall be paid within thirty
(30) days after submission of the written demand by the County to Verotown. If such
amount is not paid when due, it will bear interest at the prime rate published by the Wall
Street Journal from time to time from the date that Verotown received the County's
statement until the date payment is made. For purposes of this Agreement, a "life safety
issue" means a situation which imposes an immediate threat of bodily harm or death to
any users or occupants of the Facility.
0) Except as otherwise expressly authorized in this Agreement, Verotown
shall not construct any additional buildings or structures on any portion of the Facility, or
make any structural or exterior changes to the Facility, without the prior written approval
of the County, which approval will not be unreasonably withheld, unreasonably
conditioned or unreasonably delayed. Verotown shall not make major alterations or
modifications to the Facility without the prior written approval of the County, which
approval will not be unreasonably withheld, unreasonably conditioned or unreasonably
delayed. All such permanent improvements, alterations, or additions placed on the
Facility by Verotown will be conveyed by Verotown to the County by a quit -claim deed
upon the completion of such improvements, alterations or additions.
(k) On or before the expiration date of this Agreement, or its earlier
termination as provided herein, Verotown shall remove all of its personal goods and
effects including any equipment (exclusive of fixtures and FF&E) which have been
purchased or paid for by Verotown with funds other than funds provided by the County,
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repair any damage caused by such removal, and surrender and deliver the Facility
(together with any and all required and existing FF&E) in an "as is" condition. Any
personal property or effects not removed within thirty (30) days after the expiration date
of this Agreement or its earlier termination as provided herein will be deemed to have
been abandoned by Verotown, and may be retained or disposed of by the County, in its
sole discretion, in accordance with applicable law.
(1) Upon the expiration or earlier termination of this Agreement, Verotown
shall return to the County the Facility and all the then existing FF&E, together with any
other real or personal property purchased or paid for with funds provided by the County,
free and clear of any contractual obligations or other legal encumbrances granted by
Verotown, except for utility easements and other encumbrances necessary for the
maintenance and operation of the Facility. If requested by the County following
expiration or earlier termination of this Agreement, Verotown shall provide an
unqualified quit claim deed or bill of sale for any real or personal property associated
with this Agreement, including the then existing FF&E, or any other real or personal
property purchased or paid for with funds provided by the County, any abandoned
property, or the Facility.
(m) Neither the County nor Verotown will knowingly use the Facility for the
manufacture or storage of flammable, explosive or Hazardous Materials (as defined
below), except for Hazardous Materials typically found for use or sale in retail stores,
including supermarkets and dry-cleaning stores, and/or typically found for use in
comparable spring training facilities. For purposes of this Agreement, "Hazardous
Materials" means any contaminant, chemical, waste, irritant petroleum product, waste
product, radioactive material, flammable or corrosive substance, explosive,
polychlorinated biphenyls, asbestos, hazardous toxic substance, material or waste of any
kind, or any other substance that any environmental law regulates. "Hazardous Materials"
includes, but is not limited to, substances defined as "hazardous substances", "hazardous
materials", or "toxic substances" in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.;
the Hazardous Materials Transportation Act, 39 U.S.C. Section 1801, et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; all applicable
state and local laws; and in the regulations adopted and publications promulgated
pursuant to said laws or any amendments or addenda thereto. The County will, at the
County's sole cost and expense, be responsible for performing any removal, remediation,
cleanup or restoration required as a result of (i) the existence of any Hazardous Materials
on the Facility as of the Effective Date required to be removed, remediated, cleaned up or
restored by order of any federal, state, or local agency, and (ii) the release of any
Hazardous Materials existing on the Facility as of the Effective Date; provided that the
County will not be responsible for performing any removal, remediation, cleanup or
restoration for any Hazardous Materials existing on the Facility as of the Effective Date
that are known or become known to Verotown and negligently or intentionally released
by Verotown. As of the Effective Date, the County hereby represents that it has no
knowledge of any Hazardous Materials existing on the Land or the Facility. Verotown
will, at Verotown's sole cost and expense, be responsible for performing any removal,
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remediation, cleanup or restoration required as a result of (i) any Hazardous Materials
introduced by Verotown on the Facility after the Effective Date and during the Initial
Term and any Renewal Term, and (ii) any Hazardous Materials existing on the Facility as
of the Effective Date that are known or become known to Verotown and negligently or
intentionally released by Verotown. In the event that any Hazardous Materials are
discovered on the Facility after the Effective Date, the discovering party shall promptly
provide written notification to the other party of the Hazardous Materials and their
location.
(n) If Verotown pays the rent and complies with all other terms of this
Agreement, Verotown may occupy and enjoy the premises of the Facility for the full
Term and any renewals thereof, subject to the provisions of this Agreement.
ARTICLE V
OPERATIONAL COVENANT
Section 5.01. Verotown Activities. Except if Verotown is prevented from doing so by
any of the events described in Article XV, below, Verotown shall, each Lease Year during the
Initial Term and any Renewal Term, use the Facility for the promotion of baseball and related
activities, including, but not limited to, baseball, athletic, and non -athletic conference operations,
training of umpires, and promoting the playing of baseball internationally. Except for periods of
time where events are not normally scheduled, periods of active maintenance or renovations to
the Facility and any casualty or Force Majeure Event (as hereinafter defined), Verotown shall
maintain, operate and hold the Facility open for business during ordinary and customary business
hours throughout the Term in accordance with the terms and provisions of this Agreement.
Section 5.02. Rules and Regulations. Verotown shall comply with all applicable laws,
ordinances, rules and regulations, including, but not limited to, the rules, regulations, directives,
orders, bulletins, or agreements of the County.
Section 5.03. Spring Training and Other Major League Baseball Activities. Verotown
acknowledges the community's desire to host, and agrees to promote the use of the Facility for,
MLB spring training activities and game events. Verotown agrees to negotiate with any Major
League Club expressing an interest in conducting spring training activities or game events at the
Facility and will use its best efforts to enter into a user agreement on such terms and conditions
as Verotown deems commercially reasonable or feasible; provided, however, that the failure to
do so shall not be considered a Default by Verotown hereunder. Any such use by a Major League
Club requires prompt review and approval by the County Administrator, which will not be
unreasonably withheld, unreasonably conditioned or unreasonably delayed. In the event such
approval is not timely forthcoming or otherwise withheld, Verotown may seek approval from the
County Commission.
ARTICLE VI
COUNTY'S USE OF THE FACILITY; PARKING AGREEMENT
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Section 6.01. Right of Entry. During the Term, the County has the right to enter into and
upon any and all parts of the Facility for the purpose of examining the same with respect to the
obligations of the parties under this Agreement upon two (2) days prior written notice to
Verotown (or without prior notice in the event of a "life safety issue" as defined in Section
4.060), above, but with immediate notice thereafter).
Section 6.02. Advertising and Promotion. If, during the Term, Verotown has any unsold
advertising display space (e.g., billboards, outfield signs, etc.) at the Facility, then, subject to
Verotown's prior reasonable approval and subject to there being no conflict as to the content,
design, frequency of display, and placement of any such advertisements or promotional
materials, the County will be permitted to have advertisements or other promotional materials
and information for the County and/or the City displayed at the Facility in such unsold
advertising display space without charge or reimbursement. Nothing contained in this Agreement
requires Verotown to remove or substitute any paid advertisement or promotional materials
displayed at the Facility in favor of the County's and/or the City's advertisements or promotional
materials, and all revenue-producing advertisers obtained by Verotown will have priority of use
over such advertising display space. In addition, nothing contained in this Agreement requires
Verotown to create new advertising display space or to increase the amount advertising display
space, nor will Verotown be prohibited or restricted from decreasing the amount advertising
display space at the Facility.
Section 6.03. Right to Use the Facility. In addition to all of the rights specifically
granted to Verotown in this Agreement, Verotown has the right to use the Facility in any manner
and/or for any lawful purpose that Verotown deems appropriate in the exercise of its sole and
absolute discretion, subject to the terms of this Agreement.
Section 6.04. The County's Use of Holman Stadium and the Practice Fields. The County
has the right to use Holman Stadium and/or the practice fields, for a total of twelve (12) days,
which use shall include: up to two (2) days per Lease Year for education, entertainment and
community enrichment purposes; nine (9) days per Lease Year for the community's annual
"Harvest Festival"; and one (1) day per Lease Year for the Jackie Robinson Game, at no charge
to the County (other than reimbursing Verotown for any operating expenses incurred by
Verotown as a result of the County's use of Holman Stadium and/or the practice fields). The
dates during which the County may use Holman Stadium and/or the practice fields will be
selected by mutual agreement of the parties; provided that, if the parties cannot agree on the
dates, Verotown's reasonable selection of dates will be final and controlling. Provided, however,
Verotown will defer to the County and cooperate in scheduling and making the Facility available
for the community's annual "Harvest Festival." The Harvest Festival will occur for four (4) days
from Thursday to Sunday in the week prior to Thanksgiving each year with the remaining five
(5) days set aside for the Harvest Festival to be provided before and after the event for set-up and
take-down. The parties recognize that Verotown or any other MLB Entity may, at any time,
also host an event celebrating Jackie Robinson and any such event would take priority over a
County scheduled event, except for the Harvest Festival. The County may use Holman Stadium
and/or the practice fields only for functions which do not directly compete with revenue -
generating events and shall not create any conflicts with sponsorships which have been otherwise
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arranged by Verotown or any other MLB Entity. Moreover, the County's use of Holman Stadium
and/or the practice fields must not interfere in any way with Verotown's use and quiet enjoyment
of the Facility. The County will not use or authorize the use of Holman Stadium and/or the
practice fields in any manner which would have a material detrimental impact on Holman
Stadium and/or the practice fields, and the County will be and remain solely responsible for any
damage or destruction to Holman Stadium and/or the practice fields by the County or its
assignee. The County, or its assignee, is entitled to retain the revenues from ticket sales for its
events, and concessions sold during the events when Holman Stadium and/or the practice fields
are utilized by the County; provided, however, that although Verotown covenants to cooperate
with the County in such endeavors, Verotown will not be required to provide concession
management services and/or any other related services during any County event. In all cases,
Verotown will be reimbursed by the County for any operating costs and expenses incurred by
Verotown as a result of the County's use of Holman Stadium and/or the practice fields, including.
but not limited to, the cost of any parking attendants, ticket takers, security personnel, clean-up
crews, pro -rata utility cost, and the like provided by Verotown. Prior to using Holman Stadium
and/or the practice fields as provided herein, the County shall cause Verotown to be named as an
additional insured on the County's general liability insurance policy and shall deliver to
Verotown a certificate of insurance which verifies the existence of the policy and the fact that
Verotown is named as an additional insured.
Section 6.05. Parking.
(a) The City Parking Property is owned by the City, subject to the terms and
conditions of the Parking License Agreement, and the Facility Parking Property is owned
by the County. Verotown has the right to use the City Parking Property for Verotown
Events in accordance with the terms and conditions of the Parking License Agreement.
(b) Verotown and the County acknowledge that the right to use the City
Parking Property for Verotown Events could be terminated by the City in accordance
with the terms and conditions of the Parking License Agreement. In such event,
Verotown and the County agree that the Facility Parking Property shall be available to
Verotown at all times during the Initial Term and any Renewal Term be used for parking
purposes relating to its use and operation of the Facility. For Verotown Events that take
place in Holman Stadium where parking demands exceed capacity of the Facility Parking
Property, upon thirty (30) days prior written notice, the County will provide two thousand
(2,000) parking spaces for the designated Verotown Event at no additional cost to
Verotown; provided, however that no athletic fields shall be used towards the additional
parking spaces. The County acknowledges that for certain potential Verotown Events, it
may not be practicable for Verotown to provide thirty (30) days prior written notice of
the need for additional parking capacity. In such event, Verotown shall notify the County
of its need for additional parking as soon as reasonably practicable and the County shall
use its best efforts to accommodate Verotown's request, with the understanding that
Verotown may not be able to host a Verotown Event at the Facility unless the County can
provide adequate additional parking at an acceptable location to Verotown within the
shorter time frame provided by Verotown. Unless the Facility is being utilized as an
emergency staging area pursuant to section 6.06, the County acknowledges and agrees
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that neither the County nor its guests or invitees shall be permitted to utilize the baseball
and/or athletic fields at the Facility for parking purposes during the Initial Term or any
Renewal Term.
(c) Upon expiration or termination of this Agreement, all rights of Verotown
to use the City Parking Property or the Facility Parking Property for all purposes shall
terminate.
Section 6.06. Emergency Staging Area. As a mutual benefit to the County and
Verotown, during the Term, Verotown agrees to provide the Facility as a staging area for
responsive emergency personnel and equipment, for natural disaster preparations, response, and
potential shelter. Notwithstanding anything to the contrary, neither the County nor the public
may use the Holman Stadium field. In the event the County uses the Facility as an emergency
staging area, the County agrees to diligently employ its best efforts to completely remove all
disaster/hurricane-related debris and materials from the Facility as soon as reasonably practical
and not later than fourteen (14) days after any emergency or use for the purpose of this Section.
Further, the County is responsible for all damage, clean-up, repairs and costs and expenses in
connection with the use of the Facility, and the County shall promptly clean up, repair and
restore the Facility, all at no cost or liability to Verotown. Notwithstanding anything in this
Agreement to the contrary, the County is responsible for any liability arising out of or in
connection with the County's or the public's use of the Facility pursuant to this Section 6.06, and
the County agrees not to hold Verotown responsible, and thus Verotown will be held harmless,
for such use of the Facility by the County or the public or its failure to timely remove all
disaster/hurricane-related debris and material from the Facility after any emergency or use for
the purposes of this Section. The County agrees to use its best efforts to seek "facilities
hardening" funds and/or other funds available for natural disasters from the State and/or Federal
government and to apply such funds for the sole and the exclusive use of the Facility. In the
event the County receives Federal Emergency Management Agency ("FEMA") proceeds or
other funds for damage to or destruction of the Facility, the County agrees to promptly apply
such FEMA proceeds or other funds towards the cleanup, repair, restoration, construction or
reconstruction of the Facility. To the extent that the County utilizes the Facility for sheltering,
the County is responsible for any shelter requirements and all costs associated therewith.
ARTICLE VII
REVENUES
Section 7.01. Revenues. During the Term, Verotown shall control, collect, receive, and
retain all revenues generated by any means at or in connection with the Facility, including, but
not limited to, all revenues from ticket sales, food and beverage sales, merchandise sales,
concessions and products sales, novelties, parking, telecast and broadcast rights, pouring rights,
advertising, sponsorship, promotional and signage rights, permitted Facility naming, affiliation,
and or sponsorship rights, and any other revenues derived or generated in connection with
baseball and non -baseball events held at the Facility (exclusive of any County use events).
Verotown may allocate the revenues generated by any means at or in connection with the
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Facility in its sole discretion, so long as the Facility maintenance, Repairs or Replacements, and
the Verotown Improvements are provided in accordance with this Agreement.
Section 7.02. Rebranding; Naming Rights. At all times during the Term, neither the
County nor Verotown has the right to sell naming rights to Holman Stadium; and neither the
County nor Verotown shall change the name of Holman Stadium. Verotown has the sole and
absolute right, upon prior written notice to the County but without the prior review and consent
of the County to designate the name of any other portion of the Facility provided such name
change relates to MLB, an MLB Entity or baseball, including, without limitation, any such topic,
entity or individual related thereto. Otherwise, Verotown shall not change the name of any other
portion of the Facility without the prior review and consent of the County, which consent will
not be unreasonably withheld, unreasonably conditioned or unreasonably delayed. The County
represents to Verotown that it does not hold or possess any rights to the use of the name
"Dodgertown" or other intellectual property owned or licensed by MLB nor does the County
have the authority to authorize such use.
ARTICLE VIII
CAPITAL IMPROVEMENTS, MAINTENANCE AND REPAIRS OR REPLACEMENTS
Section 8.01. Capital Reserve Account. During the Initial Term and any Renewal Term,
the County shall establish, fund, and maintain a trust account with a depository (the "Capital
Reserve Account") in which County Funds shall be deposited in accordance with the provisions
set forth in Section 8.02 below. All funds in the Capital Reserve Account will be County Funds.
All withdrawals from the Capital Reserve Account will require the co -signature of the County
Administrator or his designee. The Capital Reserve Account will be used by or on behalf of
Verotown in making Repairs or Replacements to the Facility, facility maintenance, and
Verotown Improvements to the extent reimbursement is authorized pursuant to section 8.05
hereof. Verotown shall consult with the County with respect to any expenditure from the Capital
Reserve Account and any such expenditure will be subject to the approval of the County, which
approval will not be unreasonably withheld, unreasonably conditioned or unreasonably delayed
and will be granted in accordance with the provisions set forth in Section 8.03 below. Any
amounts remaining in the Capital Reserve Account at the expiration of the then -current Term
shall carry forward to the next Term. Any amounts remaining in the Capital Reserve Account
after the application of any reimbursement as provided herein at the expiration or earlier
termination of this Agreement will be paid to the County. Verotown is solely responsible for the
cost of any Capital Improvements, Repairs or Replacements, or Facility maintenance which
exceeds the funds available pursuant to the Capital Reserve Account and any applicable
available insurance proceeds.
Section 8.02. Contributions to the Capital Reserve Account. On the Effective Date, or
such later date as may be mutually agreed to by the parties, the County shall deposit into the
Capital Reserve Account the sum of Eight Hundred Thousand and No/100 Dollars
($800,000.00). In Lease Years two through five of the Initial Term, annually on or before
September 1 the County shall deposit into the Capital Reserve Account a total annual
contribution of Eight Hundred Thousand and No/100 Dollars ($800,000.00). In Lease Year six
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and continuing through the last year of the third Renewal Term (if such Renewal Terms are
exercised), annually on or before September 1 the County shall deposit into the Capital Reserve
Account a total annual contribution of Four Hundred Thousand and No/100 Dollars
($400,000.00), as adjusted pursuant to paragraph (b) below. For the avoidance of doubt, there
shall be a total of eleven (11) annual contributions to the Capital Reserve Account made by the
County during the Initial Term.
(a) County Funds in the Capital Reserve Account will be available to fund Capital
Improvements, Repairs or Replacements and Verotown Improvements to the extent
reimbursement is authorized pursuant to Section 8.05 hereof, and up to Two Hundred
Thousand and No/100 Dollars ($200,000.00) in any Lease Year (subject to increase or
adjustment in Lease Year seven and beyond as set forth in subsection (b)) may be used to
fund Facility maintenance (the "Maintenance Allocation"). County Funds in the Capital
Reserve Account may also be used to reimburse Verotown for capital or maintenance
expenses (subject to the annual Maintenance Allocation limitation above) incurred by
Verotown in excess of the County contributions in any prior year (e.g., expenses incurred
by Verotown above Eight Hundred Thousand and No/100 Dollars ($800,000.00) in Lease
Year one may be applied to the Lease Year two contribution and beyond). Unused funds
from one Lease Year shall carry over to successive Lease Years (e.g., if Verotown incurs
expenses below Eight Hundred Thousand and No/100 Dollars ($800,000.00) in Lease
Year one, the remaining amount, and any portion thereof attributable to the Maintenance
Allocation, shall be applied to any capital or maintenance expenses incurred in Lease
Year two and beyond).
(b) Beginning in Lease Year seven and continuing through the last year of the
Third Renewal Term, the County's annual contribution to the Capital Reserve Fund shall
be annually adjusted by the Price Index Change, and fifty percent (50%) of such adjusted
portion shall be allocated towards maintenance expenses. In the event the Price Index
Change would cause a reduction in the County's annual contribution from the amount
required in the prior Lease Year, the amount of the annual contribution made by the
County will remain the same as the amount required in the prior Lease Year, but the
monetary amount by which the annual contribution should have been reduced will, until
eliminated, be credited against future increases in the County's annual contribution to the
Capital Reserve Account required by the Price Index Change. For example, if in Lease
Year seven the Price Index Change would result in a $20,000 reduction to the County's
annual contribution, the County will make the same $400,000 contribution to the Capital
Reserve Account as it made in Lease Year six; however, if in Lease Year eight, or any
subsequent Lease Year, the Price Index Change would result in a $40,000 increase, then
the County will first apply the $20,000 credit, resulting in a net increase of only $20,000
in Lease Year eight.
Section 8.03. Disbursement of Capital Reserve Account Funds. County Funds on
deposit in the Capital Reserve Account will be disbursed by the Capital Reserve Account Agent
solely upon fulfillment of the following conditions:
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(a) Subject to there not being an event set forth in paragraph (b) of this Section
8.03, upon submission of a valid Requisition Request in the form attached as Exhibit
"D," the Capital Reserve Account Agent is authorized and directed to pay to the payee
designated in such Requisition Request the amount designated for such payment from
amounts on deposit in the Capital Reserve Account. Requisition Requests shall be paid
in accordance with the Florida Prompt Payment Act. The County and Verotown shall
coordinate in good faith to promptly true up any reimbursements described in Section
8.02(a) that may carry forward from one Lease Year to successive Lease Years.
(b) Upon notice from the County, to be promptly confirmed in writing, that a
Default by Verotown has occurred under this Agreement past any applicable notice and
cure period and the County has terminated this Agreement, or that this Agreement has
otherwise terminated, moneys on deposit in the Capital Reserve Account shall be held by
the Capital Reserve Account Agent for the exclusive benefit of the County and disbursed
to the County in accordance with written instructions from the County Administrator or
his/her designee.
(c) Upon notice from Verotown, to be promptly confirmed in writing, that a
Default by the County has occurred under this Agreement past any applicable notice and
cure period, that Verotown has terminated this Agreement, and that Verotown has
pending, valid Requisition Requests, then moneys currently on deposit in the Capital
Reserve Account shall be disbursed to Verotown up to the amount of the pending, valid
Requisition Requests. In addition to the foregoing and subject to the limitations on
reimbursements set forth in Section 8.05(b) of this Agreement, upon the submission of a
valid Requisition Request for expenses incurred prior to termination, the County shall
pay to Verotown in accordance with the schedule of County contributions to the Capital
Reserve Account in Section 8.02, any additional sums required to reimburse Verotown
for capital expenses or maintenance incurred by Verotown in excess of the County
contributions for any prior Lease Year, in an amount not to exceed (i) Twelve Million
Four Hundred Thousand Dollars ($12,400,000) (as adjusted by Price Index Change for
any portion attributable to payments for Lease Year seven and thereafter in accordance
with Section 8.02(b)), less (ii) any contributions already made by the County pursuant to
Section 8.02. In no event shall the County's total reimbursements to Verotown exceed
the amounts set forth in Section 8.02 of this Agreement. Verotown shall use best efforts
to cause its contractors to complete any projects where the contractors have been paid for
work not yet completed as of the termination date, and the County shall permit Verotown
and its contractors to access the Facility after such termination in connection therewith.
Further, Verotown will reasonably pursue any remedies available to it under such
construction contract at the County's sole cost and expense or assign the construction
contract to the County if assignable.
(d) In the event that Verotown should terminate this Agreement for
convenience pursuant to Section 10.05 or this Agreement should expire at the end of the
Initial Term or any Renewal Term, then after payment of any pending, valid Requisition
Requests (up to the amount of moneys that the County was required to fund and deposit
in the Capital Reserve Account as of the date of such termination), all moneys on deposit
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in the Capital Reserve Account shall be held by the Capital Reserve Account Agent for
the exclusive benefit of the County and disbursed to the County in accordance with
written instructions from the County Administrator or his/her designee.
(e) Upon the County's written request therefor, Verotown will provide a
summary of Capital Improvements projected to occur at the Facility within the twelve
(12) month period after such written request.
(f) The terms of this Section 8.03 shall survive the expiration or termination
of this Agreement.
Section 8.04. Count Improvements.
(a) The County, at its expense, will complete, to both parties' reasonable
satisfaction, the following County Improvements within three (3) years from the
Effective Date:
1. removal and replacement of the first base concession stand at Holman
Stadium with a like facility;
2. removal and replacement of the third base concession stand at Holman
Stadium with a like facility;
3. removal and replacement of the press box area of the main concession
stand at Holman Stadium with a like facility;
4. to the extent jointly identified by the parties on or before August 31,
2019, any mold remediation needed in the Existing Facility; and
5. at the County's sole discretion, it may either remove and replace or
demolish the TV platforms at Holman Stadium and, if demolished,
upon thirty (30) days prior written notice from Verotown, the County
shall provide up to two (2) camera lifts in locations to be determined
by Verotown during the Initial Term and any Renewal Terms at the
County's expense for use at Verotown Events at Holman Stadium for
up to twenty-five (25) days each calendar year.
(b) The County hereby finds that it is in the best interest of the County and its
citizens to waive the requirements for bids pursuant to the process defined by Indian
River County ordinance and hereby contracts with Verotown, as the lessee pursuant to
this Agreement, to oversee and manage the County Improvements consisting of the
roofing repair or replacement projects on the following buildings within the Existing
Facility (collectively, the "Buildings"), identified in Exhibit "A":
1. Vero Beach Dodger Office (Ticket Office, Locker Rooms, Gift Shop);
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2. Executive Building;
3. Conference Center;
4. Alston, Koufax and Campanella Buildings;
5. Sleeping Rooms; and
6. Spring Training Building.
(c) The parties will jointly determine whether repairs or total replacements of
the roofs identified in paragraph (b) above for a like roof are required to address safety
and use concerns. If the County and Verotown disagree on the necessity of certain repairs
or total replacement, a licensed roofing contractor (selected in accordance with below
provision) recommendation regarding any such repairs or total replacement shall control
and be binding upon the parties. The cost of any such licensed roofing contractor to
provide a recommendation shall be split equally between the County and Verotown. Any
licensed roofing contractor retained to provide this binding recommendation shall be
ineligible to perform any of the roofing projects identified in paragraph (b) above. The
County will be responsible for all costs associated with the roofing repairs or
replacements listed in paragraph (b) above, including any cost overruns. The County shall
have final approval of the licensed roofing contractor(s) procured by Verotown, the
estimated costs and the scope for each project, which approval will not be unreasonably
withheld, unreasonably conditioned or unreasonably delayed.
(d) Verotown shall use commercially reasonable efforts to complete the
roofing repairs or replacements within one (1) year of the Effective Date of this
Agreement; provided, however that the failure to complete the work within such one (1)
year period shall not be considered a Verotown Default hereunder. In the event Verotown
does not complete the work within such one (1) year period, the County's sole remedy
shall be to undertake the work on Verotown's behalf (but still at the County's sole cost
and expense). Until the completion of the roofing repairs or replacements contained in
Section 8.04(b), to the extent permitted by Florida law, the County agrees to indemnify,
save, and hold Verotown harmless from any and all judgments, expenses, liabilities,
claims, and charges for loss of or injury to property, personal injury, or death ("Losses")
that are caused by failures of the roofs listed in paragraph (b) above; provided, however,
that this liability is expressly limited by the following:
1. Verotown agrees that to the fullest extent permitted by Florida law
County's total liability to Verotown for any and all Losses per event
shall not exceed the limitations set forth in Section 768.28, Florida
Statutes, as it may be amended. The County shall not be liable to
Verotown for any portions of Losses that are directly caused by the
gross negligence or willful misconduct of Verotown and any liability
of the County shall be reduced proportionately to the extent of any
contributory fault chargeable to Verotown.
FT
2. The parties acknowledge that the County is a governmental entity and
political subdivision of the State of Florida entitled to all privileges
and immunities accorded to the state, including sovereign immunity,
and in accordance with this acknowledgment, the parties hereby agree
that the County does not waive its sovereign immunity and nothing in
this lease shall expose the County to any liability in excess of the
statutory limits provided in Section 768.28, Florida Statutes.
The County's obligation to cover personal property of Verotown
within the facility only becomes effective once Verotown notifies the
County of the contents and value of said personal property within the
Facility for purposes of the County adding the contents to its schedule
of insurance.
4. The County's obligation to indemnify, save, and hold Verotown
harmless shall terminate for each Building listed in paragraph (b)
above upon the final completion of the roofing repair or replacement
for that Building.
(e) Until the date that is the earlier of (i) completion of the roofing repairs or
replacements contained in Section 8.04(b) or (ii) eighteen (18) months after the Effective
Date, the County agrees to reimburse Verotown up to One Hundred Thousand and
No/ 100 Dollars ($100,000.00) in documented business interruption losses that result from
a roofing failure on a Building listed in Section 8.04(b) that prevents Verotown from
fully utilizing the Building for its intended purpose. This provision shall not apply to any
diminishment of use that may result during the construction of the identified roofing
repairs or replacements or de minimis diminishments of use. The County shall not be
liable to Verotown for any portions of business interruption losses that are caused by
Verotown or third parties and any liability of the County shall be reduced proportionately
to the extent of any contributory fault chargeable to Verotown or a third party. The
parties acknowledge that the County is a governmental entity and political subdivision of
the State of Florida entitled to all privileges and immunities accorded to the state,
including sovereign immunity, and in accordance with this acknowledgment, the parties
hereby agree that the County does not waive its sovereign immunity and nothing in this
lease shall expose the County to any liability in excess of the statutory limits provided in
Section 768.28, Florida Statutes, as amended.
(f) Other than as specifically set forth in this Agreement, Verotown shall be
responsible for all other Capital Improvements, Repairs or Replacements, operations, and
maintenance for the duration of the Initial Term and any Renewal Term subject to any
reimbursement described in Section 8.02(a).
Section 8.05. Verotown Improvements.
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(a) Verotown, at its expense but subject to reimbursement in accordance with
paragraph (b) below, will complete, to both parties' reasonable satisfaction, the following
Verotown Improvements at the Facility within three (3) years from the Effective Date:
1. A new indoor training facility, which will include:
- indoor turf infield;
- multiple batting cages/tunnels;
- classrooms; and
- office space.
2. Demolition (as needed) to make room for the new indoor training
facility;
3. Initial WiFi upgrades to achieve modern standards;
4. Initial security upgrades to achieve modern standards, which will
include:
- modern security cameras; and
- keycard entry to buildings.
5. Initial fire safety upgrades to achieve modern standards, which will
include sprinklers in buildings;
6. Replace entire seating bowl at Holman Stadium;
7. Upgrade covered dugout areas at Holman Stadium;
8. New scoreboard at Holman Stadium;
9. Padded outfield fence at Holman Stadium;
10. NCAA -approved standard turf field;
11. Initial hotel room upgrades to each room, which will include:
- carpet replacement (as needed); and
- bed replacement (as needed).
12. Kitchen replacement (location to be determined by Verotown with
notification to the County), which will include:
- reconstructed/renovated dining and preparation areas; and
- new kitchen equipment.
13. Initial signage installation throughout Facility, which will include:
- marquee sign;
- directional signage; and
- general rebranding.
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(b) Up to fifty percent (50%) of the costs of the Verotown Improvements
identified in paragraph (a) above will be eligible for reimbursement to Verotown from the
Capital Reserve Account. After the successful and timely completion of the Verotown
Improvements identified in paragraph (a) above, future Capital Improvements, including
any replacement of or supplement to the Verotown Improvements (e.g., carpeting may
require further replacement) that are approved by the County in accordance with the
terms and conditions set forth in this Agreement, will be eligible for full reimbursement
from the Capital Reserve Account to the extent funds are available or will become
available. The fifty percent (50%) reimbursement limitation shall not apply to projects
not included as Verotown Improvements identified in paragraph (a) above or any
replacements of or supplements thereto. Notwithstanding the foregoing, in the event
Verotown terminates this Agreement due to the County's Default hereunder, (1) the
Verotown Improvements identified in paragraph (a) will be eligible for reimbursement to
Verotown by the County in accordance with Section 8.03(c) of this Agreement as follows
(and at all time subject to the cap set forth in Section 8.03(c)): (i) one hundred percent
(100%) of Verotown's actual costs set forth in a valid Requisition Request (if submitted
within thirty (30) days after such termination for expenses incurred prior to the
termination) if such termination occurs within the first Lease Year; (ii) ninety percent
(90%) of Verotown's actual costs set forth in a valid Requisition Request (if submitted
within thirty (30) days after such termination for expenses incurred prior to the
termination) if such termination occurs during Lease Years two and three; (iii) eighty
percent (80%) of Verotown's actual costs set forth in a valid Requisition Request (if
submitted within thirty (30) days after such termination for expenses incurred prior to the
termination) if such termination occurs during Lease Years four and five; and (iv)
seventy percent (70%) of Verotown's actual costs set forth in a valid Requisition Request
(if submitted within thirty (30) days after such termination for expenses incurred prior to
the termination) if such termination occurs during Lease Year six or any Lease Year
thereafter during the Initial Term or any Renewal Terms and (2) Verotown shall use best
efforts to cause its contractors to complete any projects where the contractors have been
paid for work not yet completed as of the termination date, and the County shall permit
Verotown and its contractors to access the Facility after such termination in connection
therewith. Further, Verotown will reasonably pursue any remedies available to it under
such construction contract at the County's sole cost and expense or assign the
construction contract to the County if assignable.
Section 8.06. Construction Requirements. Subject to the terms and conditions of this
Agreement, Verotown, in performing the roofing repair and replacement projects set forth in
Section 8.04(b) on behalf of the County, the Verotown Improvements set forth in Section
8.05(a), and any future Capital Improvements agreed to by the parties and the County in
performing the County Improvements (but, as to the County limited to Section 8.06 (h), (i), 0),
(o), and (p) below) (the "Projects"), shall:
(a) Exercise good faith commercially reasonable efforts to complete the
Projects in a safe, good, and workmanlike manner within the times established in the
Agreement and in the most expeditious and economical manner;
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(b) Provide Project designs to the County for approval, which approval will
not be unreasonably withheld, unreasonably conditioned or unreasonably delayed and
obtain all necessary permits, licenses, and other approvals for the prosecution of the
Projects;
(c) Solicit bids from qualified contractors licensed in the State of Florida and
submit the bids to the County for its review and approval, which approval will not be
unreasonably withheld, unreasonably conditioned or unreasonably delayed;
(d) Engage in value engineering with the County if necessary to achieve
project economies and efficiencies;
(e) Be responsible for the completion of all work necessary to complete the
Projects, and, subject to reimbursement eligibility under this Article VIII, be fully
responsible for the payment of all moneys due to any contractor or subcontractor
performing the work in accordance with the Florida Prompt Payment Act;
(f) Comply with all applicable federal, state, and local rules and regulations in
completing the Projects. Verotown acknowledges and agrees that this requirement
includes compliance with all applicable federal, state, and local health and safety rules
and regulations, including, but not limited to (i) the Occupational Safety and Health Act,
29 CFR 1910 and 1926, respectively, General Industry Standards and Construction
Industry Standards, including regulations regarding Trenching and Shoring; (ii) the
Florida Workers' Compensation Law, Chapter 440, Florida Statutes; (iii) Rules 38F and
381, Florida Administrative Code; and (iv) Florida Department of Transportation Manual
of Traffic Control and Safe Practices;
(g) Provide the County public performance and payment bonds in the amount
of one hundred percent (100%) of the estimated construction cost of each Project, which
bond(s) shall meet the requirements of Section 255.05, Florida Statutes. Such bond(s)
shall be written by a surety licensed to do business in the State of Florida and otherwise
acceptable to the County; provided, however, that the surety shall be rated as "A-1" or
better as to general policy holders rating as reported in the most current Best Key Rating
Guide, published by A.M. Best Company, Inc. Such bond(s) shall be recorded in the
Public Records of Indian River County, Florida, by Verotown prior to the
commencement of any such work on any Project;
(h) Require that all contractors or subcontractors for the Projects maintain
commercially reasonable insurance and cause the County, the MLB Entities and
Verotown to be named as additional insureds on all required policies, except worker's
compensation;
(i) Require all contractors and subcontractors to indemnify and hold harmless
the County, MLB Entities and Verotown and its officers, and agents, directors, and
employees;
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(j) Require an agreement with all contractors and subcontractors representing
that the County and Verotown are third -party beneficiaries of the contract, entitled to
enforce any rights thereunder for their respective benefits, and that, subject to the terms
of the applicable contract, the County and Verotown shall have the same rights and
remedies vis-a-vis such contractors and subcontractors that the other party has including,
without limitation, the right to be compensated for any loss, expense or damage of any
nature whatsoever incurred by the County (or Verotown, as applicable), resulting from
any breach of such contract, any breach of representations and warranties, if any, implied
or expressed, arising out of such agreements and any error, omission or negligence of
such contractor or subcontractor in the performance of any of its obligations under such
contract;
(k) Obtain prior County approval, not to be unreasonably withheld,
unreasonably conditioned, or unreasonably delayed for any change orders on the Projects
that would amend the scope or quality of the Project, the time for completion of the work,
or the amount of compensation due for the work;
(1) Plan, organize, supervise, monitor, direct, and control the work on the
Projects to ensure that it is done competently and efficiently and in accordance with the
design and budget and protect the work from loss due to weather, theft, or other cause.
Neither the County nor County Funds shall be used to pay any Project costs to the extent
that they directly arise from the negligence or willful misconduct of Verotown after the
Effective Date;
(m) Employ adequate safety precautions to prevent damage, injury or loss to
personnel, the work, the Projects, the Facility and other property at the Facility or
adjacent thereto;
(n) Provide the County with copies of all Project files, reports, warranties,
design documents and as-builts and assign all warranties to the County, which shall
include a minimum one-year warranty that the Projects and any materials and equipment
furnished thereunder shall be of good quality, free of all defects and in conformance with
the approved design;
(o) Allow the other party reasonable access to the Projects for observation,
inspection, and testing; and
(p) Manage the appropriately licensed contractors to ensure that any work not
conforming to the Project designs and requirements is corrected or removed and replaced.
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ARTICLE IX
DOCUMENTS AND CERTIFICATES
Section 9.01. Documents and Certificates. Subject to the provisions of Section 3.04,
each party shall supply to the other such documents and certificates as are reasonably available
or procurable, and necessary for any purpose reasonably related to the obligations of the parties,
including, but not limited to, the County's funding or administration of this Agreement and
ownership of the Facility, or to consummate the transactions or objectives described in this
Agreement.
ARTICLE X
DEFAULT / REMEDIES
Section 10.01. Verotown's Default. The occurrence of any one or more of the following
material events in this Section 10.01 shall constitute a "Default" by Verotown under this
Agreement:
(a) Failure by Verotown to observe or perform in any material respect any
covenant, agreement, condition, or provision of this Agreement, if such failure continues
for thirty (30) days after written notice thereof has been delivered by the County to
Verotown; provided, however, that Verotown will not be in Default with respect to
matters which cannot reasonably be cured within thirty (30) days so long as within such
thirty (30) day period, Verotown commences such cure and diligently proceeds to
complete the same thereafter. However, in no event shall a cure period for a Default
continue for more than three hundred sixty-five (365) days;
(b) The levy upon, under execution or the attachment by legal process,
Verotown's interest hereunder, or the filing or creation of a lien in respect of such
interest, which levy, attachment, or lien is not released, discharged or bonded against
within one hundred eighty (180) days from the date of such filing;
(c) Verotown is finally adjudicated insolvent or bankrupt or admit in writing
their inability to pay its debts as they mature, or make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a trustee or receiver for Verotown
or for the major part of its property;
(d) A trustee or receiver is appointed for Verotown or for the major part of
their property and such trustee or receiver is not discharged within one hundred eighty
(180) days after such appointment; or,
(e) Bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or any other proceedings for relief under any bankruptcy law, or similar law
for the relief of debtors, are instituted by or against Verotown, and, if instituted against
27
Verotown, are allowed against Verotown or are consented to by Verotown or are not
dismissed within 180 days after such institution, to the extent permitted by law.
Section 10.02. County Default. In the event of any failure by the County to observe or
perform any material covenant, agreement, condition, or provision of this Agreement wherein
Verotown's remedies on account thereof are not otherwise specifically provided for in this
Agreement or any of the County's representations in this Agreement are untrue as of the
Effective Date, and if such failure shall continue for thirty (30) days after written notice thereof
has been delivered by Verotown to the County, then the County will be deemed to be in Default
hereunder; provided, however, that the County will not be in Default with respect to matters
which cannot reasonably be cured within thirty (30) days so long as within such thirty (30) day
period, the County commences such cure and diligently proceeds to complete the same
thereafter. However, in no event shall a cure period for a Default continue for more than three
hundred sixty-five (365) days.
Section 10.03. Remedies. In the event of a Default by either party (other than a
Cessation of Use by Verotown), the party not in Default will be entitled, as a non-exclusive
remedy, and in addition to or in lieu of an action for damages, to seek an injunction or decree for
specific performance or equitable relief from a court of competent jurisdiction to enjoin or
remedy the Default. If a Default occurs, the non -defaulting party will have the rights and
remedies set forth in this Agreement, which will be distinct, separate, and, to the extent not
mutually exclusive, cumulative, and will not operate to exclude or deprive the non -defaulting
party of any other right or remedy allowed it by law or equity.
Section 10.04. Cessation of Use by Verotown. If, at any time during the Initial Term
(and any Renewal Term), Verotown ceases to permanently operate the Facility as described in
Section 5.01 hereof, such event will constitute a "Cessation of Use" of the Facility by Verotown.
Notwithstanding anything to the contrary contained in this Agreement, a Cessation of Use of the
Facility by Verotown will entitle the County to terminate this Agreement by giving Verotown ten
(10) days' written notice of termination. Verotown will have ten (10) days after receipt of the
aforementioned notice of termination to renounce the Cessation of Use by confirming to the
County its intention to continue to use the Facility during the Term in the manner described in
Section 5.01 hereof and in fact demonstrating that it is reasonably complying with its operational
covenant. A termination pursuant to the provisions of this Section 10.04 will become effective
upon the expiration of Verotown's ten (10) day cure period, or its repeated failure to demonstrate
that it is reasonably complying with its operational covenant as provided by this Section after
notice by the County.
Section 10.05. Termination. Notwithstanding any other provisions contained in this
Agreement, Verotown has the right to terminate this Agreement for its convenience upon three
hundred sixty-five (365) days' written notice to the County. Verotown shall fully perform the
terms and obligations of this Agreement during such three hundred sixty-five (365) day notice
period. A termination pursuant to this Section 10.05 shall not be an event of Default.
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ARTICLE XI
ENFORCEABILITY
Section 11.01. Binding Effect: Enforceability. The terms and provisions set forth in this
Agreement shall be binding and enforceable by and against the parties in accordance with the
terms hereof.
ARTICLE XII
ASSIGNMENT / SUBLEASE
Section 12.01. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party, except that this Agreement may be assigned
by Verotown to any person or entity who acquires franchise rights to a Major League Baseball
Club (by any form of acquisition) or any other MLB Entity, with the approval of MLB, provided
that any such assignee explicitly assumes in writing Verotown's duties and responsibilities under
this Agreement (in which case the liability of Verotown will cease with respect to liabilities
accruing from and after such transfer).
Section 12.02. Sublease.
(a) Verotown may sublease, at any time during the Term, any portion of the
Facility involving ancillary uses, for ongoing retail, commercial and/or professional
purposes as long as such activity meets all local zoning codes and remains an activity
permitted by Section 5.01 hereof. All revenues derived from subletting any of the
foregoing will be retained solely by Verotown. Any such sublease will remain
subordinate to this Lease.
(b) Verotown will not sublease the Facility or any portion thereof without the
prior written approval of the County, which approval shall not be unreasonably withheld,
unreasonably conditioned or unreasonably delayed, and no such sublease will be for a
term which extends beyond the underlying lease term without the express prior written
consent of the County.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Notices. Any notice required by or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered by hand or by overnight delivery
service, addressed as follows (or to such other address as a party shall inform the other party):
If to the County: Indian River County
180127' Street
29
Vero Beach, Florida 32960-3388
Attention: County Administrator
Phone: (772) 226-1408
Fax: (772) 978-1822
Copy to: Nabors, Giblin & Nickerson, P A
1500 Mahan Drive, Suite 200
Tallahassee, Florida 32308
Attention: Heather J. Encinosa, Esq.
Phone: (850) 224-4070
Fax: (850) 224-4073
If to Verotown: Verotown, LLC
c/o Major League Baseball
245 Park Avenue
New York, New York 10167
Attention: General Counsel
Copy to: BakerHostetler, LLP
200 S. Orange Avenue, Suite 2300
Orlando, Florida 32801
Attention: Gregory D. Lee
Phone: (407) 649-4096
Fax: (407) 841-0168
Section 13.02. Amendment. This Agreement may be amended only in writing executed
by both parties.
Section 13.03. Entire Agreement. This Agreement, including its exhibits, constitutes the
entire agreement between the parties and supersedes all prior or contemporaneous agreements
(whether oral or written) between them.
Section 13.04. Governing This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida.
Section 13.05. Counterparts. This Agreement may be executed in two or more
counterparts which have been signed and delivered by each of the parties (a party may execute a
copy of this Agreement and deliver it by electronic transmittal; provided, however, that any such
party shall promptly deliver an original signed copy of the Agreement).
Section 13.06. Jurisdiction and Venue. The exclusive, convenient, and proper venue for
any legal proceeding arising out of, or related to, this Agreement will be any court in the State of
Florida having jurisdiction over such matter. Moreover, all parties to this Agreement, persons
and entities alike, consent to the personal jurisdiction of any court in the State of Florida having
jurisdiction over such matter, and irrevocably waive any objections to said jurisdiction.
30
Section 13.07. Effective Date. This Agreement shall be effective on the Effective Date.
Section 13.08. Time of Essence. Time is of the essence in the performance of this
Agreement.
Section 13.09. Damage to Property. Unless Verotown has actual knowledge of the
presence of property owned or leased or otherwise in the possession, control, or custody of the
County that is wrongly or incorrectly on the Facility (the "County Property"), Verotown will not
have any liability for loss or damage to such County Property unless such damage is caused
solely or partially by Verotown's gross negligence or willful misconduct, in which case
Verotown shall be liable for only the portion so caused.
Section 13.10. Consequential Damages. Except as provided in Section 8.04(e) of this
Agreement, neither party nor any of its contractors, subcontractors, suppliers, or vendors shall
be liable to the other for any punitive, special, incidental, indirect, consequential or other similar
damages that do not flow directly and immediately from the wrongful act or negligence of the
party at fault, whether caused by said party's negligence, errors, omissions, strict liability, breach
of contract, breach of warranty or other cause or causes whatsoever, including but not limited to,
additional labor, energy, financing or interest costs, loss of use or delay, loss of profits or
revenue, fines or penalties assessed for failure to comply with any law or regulation, and
damages suffered by third parties, but not including attorney's fees as provided in Article XIV of
this Agreement. To the extent permitted by law, each party hereby releases the other party and
the other party's subcontractors, suppliers and vendors therefrom.
Section 13.11. Headings. The headings used herein are for convenience of reference
only and will not constitute a part hereof or affect the construction or interpretation hereof.
Section 13.12. Severability. If any clause, provision, or section hereof is held illegal,
invalid, or unenforceable by any court, the illegality, invalidity, or unenforceability of such
clause, provision or section will not affect any of the remaining clauses, provisions, or sections
hereof, and this Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable clause, provision or section had not been contained herein.
Section 13.13. Waiver. No failure on the part of any party to exercise, and no delay in
exercising, and no course of dealing with respect to any right hereunder, will operate as a waiver
thereof, nor will any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right or remedy provided at law or in equity,
except as expressly set forth in this Agreement.
Section 13.14. Terminology. All personal pronouns used herein, whether used in the
masculine, feminine, or neuter gender, will include the singular.
Section 13.15. Third Party Beneficiary. No person other than Verotown, the County, the
Indemnified County Parties, the Indemnified Verotown Parties, and the permitted successors and
assigns of such, have any rights whatsoever under this Agreement.
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Section 13.16. Radon Notice. Chapter 88-285, Laws of Florida, requires the following
notice to be provided with respect to the contract for sale and purchase of any building, or a
rental agreement for any building, and the parties hereto acknowledge and confirm receipt of the
following:
"RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county health
department."
Section 13.17. Estoppel Certificates. At any time, within twenty (20) days after request
by either party, the other party shall certify in writing to the requesting party, or any person
specified by the requesting party, to the effect (a) whether this Agreement is unmodified and in
full force and effect (or if there has been modification, that the same is in full force and effect as
modified and setting forth such modification); (b) whether or not to the best of the other party's
knowledge, the requesting party is in Default hereunder; and (c) any other information which the
requesting party reasonably requests to be confirmed. Any such request shall utilize a form of
estoppel certificate substantially similar to the one attached hereto as Exhibit `B" to this
Agreement.
ARTICLE XIV
INDEMNIFICATION AND INSURANCE
Section 14.01. Indemnification by Verotown. To the fullest extent permitted by law,
Verotown shall indemnify, protect, and hold the County and its officers, agents, and employees
acting on behalf of the County, and its respective successors and assigns (collectively, the
"Indemnified County Parties") harmless from and defend the Indemnified County Parties against
any and all "liabilities" (as hereinafter defined) for any "bodily injury" (as hereinafter defined) or
"property damage" (as hereinafter defined) whatsoever arising out of or resulting from any
Default by Verotown and/or occurring in, on, or about the Facility to the extent such injury or
damage is caused by the negligent or intentionally wrongful actions or omissions of Verotown,
or Verotown's agents, contractors or employees, but not any claim relating to negligent or
intentionally wrongful actions or omissions of the contractors or subcontractors engaged to
perform the roofing repairs or replacements provided in Section 8.04(b). In the case of any action
or proceeding being brought against the Indemnified County Parties by reason of any such claim,
the County shall have the right, at County's election, to either: (i) cause Verotown to defend such
claim at Verotown's sole cost and expense with counsel reasonably satisfactory to the County or
(ii) defend the same at Verotown's sole but reasonable cost and expense by counsel satisfactory
to the County. In any claim under this Section 14.01, Verotown shall be obligated to cooperate
with the County and the County's counsel.
Verotown shall not be liable to the County for any portions of losses that are caused by
the negligent or willful misconduct of the Indemnified County Parties or third parties and any
32
liability of Verotown shall be reduced proportionately to the extent of any contributory fault
chargeable to the County or a third party. Verotown shall not have the right to admit fault on
behalf of the Indemnified County Parties in connection with any such contributory claim without
the County's consent, which shall not be unreasonably withheld, unreasonably conditioned or
unreasonably delayed.
Section 14.02. Indemnification by the County. To the fullest extent permitted by law
without waiving any sovereign immunity, the County shall indemnify, protect, and hold
Verotown, and all other MLB Entities and their owners, and their officers, directors, members,
agents, and employees acting on behalf of Verotown, and each of their respective successors and
assigns (collectively, the "Indemnified Verotown Parties") harmless from and defend the
Indemnified Verotown Parties against any and all "liabilities" (as hereinafter defined) for any
"bodily injury" (as hereinafter defined) or "property damage" (as hereinafter defined),
whatsoever arising out of or resulting from any Default by the County and/or occurring in, on, or
about the Facility to the extent such injury or damage is caused by the negligent or intentionally
wrongful actions or omissions of the County, or the County's agents, contractors or employees.
In the case of any action or proceeding being brought against the Indemnified Verotown Parties
by reason of any such claim, Verotown shall have the right, at Verotown's election, to either: (i)
cause the County to defend such claim at the County's sole cost and expense with counsel
reasonably satisfactory to Verotown or (ii) defend the same at the County's sole but reasonable
cost and expense by counsel satisfactory to Verotown; provided, however, the County shall only
be required to reimburse Major League Baseball Clubs for attorneys' fees attributable to no more
than two (2) law firms or other legal counsel and the County shall only be required to reimburse
the BOC, Major League Baseball Properties, Inc., The MLB Network, LLC, MLB Advanced
Media, L.P. and/or Tickets.com, LLC for attorney's fees for a single, joint defense. In any claim
under this Section 14.02, the County shall be obligated to cooperate with Verotown and
Verotown's counsel.
The County shall not be liable to Verotown for any portions of losses that are caused by
the negligent or willful misconduct of the Indemnified Verotown Parties or third parties and any
liability of the County shall be reduced proportionately to the extent of any contributory fault
chargeable to Verotown or a third party. The parties acknowledge that the County is a
governmental entity and political subdivision of the State of Florida entitled to all privileges and
immunities accorded to the state, including sovereign immunity, and in accordance with this
acknowledgment, the parties hereby agree that the County does not waive its sovereign immunity
and nothing in this Agreement shall expose the County to any liability in excess of the statutory
limits provided in Section 768.28, Florida Statutes, as it may be amended. The County shall not
have the right to admit fault on behalf of the Indemnified Verotown Parties in connection with
any such contributory claim without Verotown's consent, which shall not be unreasonably
withheld, unreasonably conditioned or unreasonably delayed.
Section 14.03. Definitions. As used in this Agreement, "liabilities" means all liabilities,
claims, damages (excluding consequential damages), losses, penalties, litigation, demands,
causes of action (whether in tort or contract, in law or equity or otherwise), suits, proceedings,
judgments, disbursements, charges, assessments, and expenses (including reasonable attorneys'
and experts' fees and expenses incurred in investigating, defending, or prosecuting any litigation,
33
claim or proceeding whether out of court, at trial or in any appellate or administrative
proceeding). "Bodily injury" means bodily injury, sickness or disease sustained by a person,
including death resulting from any of the foregoing. "Property damage" means physical injury to
tangible property, including all resulting loss of use of that property, or loss of use of tangible
property that is not physically injured.
Section 14.04. Independent Provisions. The provisions of Sections 14.01 through 14.03
are independent of, and will not be limited by, any insurance obligations in this Agreement, and
will survive the expiration or earlier termination of this Agreement with respect to any claims or
liability arising in connection with any event occurring prior to such expiration or termination.
Section 14.05. Insurance. Commencing upon the Effective Date and throughout the
Initial Term and any Renewal Terms, the parties shall maintain, at their sole cost, the following
insurance:
(a) A commercial general liability insurance policy in an occurrence form
covering bodily injury and property damage liability, as well as personal and advertising
injury liability, in a minimum amount of Two Million and No/100 Dollars
($2,000,000.00) per occurrence and Four Million and No/100 Dollars ($4,000,000.00) in
the aggregate. The commercial general liability insurance policy in an occurrence form
shall also include contractual liability coverage including a Broad Form Endorsement
covering the insurance provisions of this Agreement and the performance by each party
of their indemnification provisions set forth in this Agreement.
(b) Special form (all risk) property insurance covering (1) with respect only to
Verotown, the Facility, including, but not limited to, any additional improvements
undertaken by Verotown, and all of Verotown's personal property located at the Facility
in an amount not less than one hundred (100%) percent of their actual replacement costs
from time to time existing during the Term of this Agreement, providing protection
against any peril included within the classification "all risks" of physical loss or damage,
together with insurance against sprinkler damage, vandalism, malicious mischief, and
water damage of any type and theft; and (2) with respect only to the County: all of the
County's personal property located at the Facility. It is understood and agreed that the
County is responsible for any deductibles under both its and Verotown's property
insurance. The deductible shall not exceed $100,000, except that the Named Storm
deductible and Flood deductible shall not exceed five percent (5%) of the total insurable
value.
(c) Automobile Liability Insurance, covering owned, non -owned, leased or
hired automobiles, with a minimum combined single limit of One Million and No/100
Dollars ($1,000,000.00) each accident.
(d) Workers' Compensation insurance in accordance with Florida statutory
requirements with employer's liability limits of Five Hundred Thousand Dollars
($500,000.00) for each accident, Five Hundred Thousand Dollars ($500,000.00) for each
34
disease in the aggregate, and Five Hundred Thousand Dollars ($500,000.00)per disease
for each employee.
(e) All of the insurance policies required under Sections 14.05(a) through
14.05(d), inclusive, shall be affected from insurance companies recognized by and
authorized to do business in the State of Florida. Each party shall be required to provide
the other party with at least thirty (3 0) days' written notice of any cancellation or material
coverage change. Each party shall be provided with a duly executed Certificate of
Insurance for each such policy evidencing compliance with all insurance provisions noted
above prior to the Effective Date and annually prior to the expiration of each required
insurance policy. The policies required under Sections 14.05(a) through 14.05(d),
inclusive, shall specifically provide by endorsement that the other party is an additional
insured on a primary and noncontributory basis in connection with the operations of the
named insured. It is understood and agreed that such endorsement may be a blanket
additional insured endorsement as required by written contract. Such insurance shall also
incorporate a severability of interest or separation of insureds provision. With respect to
the policies required under Sections 14.05(a), 14.05(c) and 14.05(d), Verotown and the
County hereby agree to a mutual waiver of rights of subrogation any insurer of Verotown
or the County may acquire from Verotown or the County by virtue of payment of any
loss with respect to the Facility. Both parties agree to obtain any endorsement that may
be necessary to effect this waiver of subrogation.
(f) If either party fails to furnish the Certificate(s) of Insurance as required
above, the other party may, after notice and an opportunity to cure as set forth in this
Agreement, obtain the insurance, and the reasonable premiums on that insurance shall be
paid to that party on demand.
(g) Any insurance required under this Agreement may be furnished under a
blanket policy so long as and provided such policy complies with all other terms and
conditions contained in this Agreement.
ARTICLE XV
FORCE MAJEURE; CONDEMNATION
Section 15.01. Force Majeure Event. Should any fire or other casualty, act of God,
earthquake, flood, hurricane, lightning, tornado, epidemic, landslide, war, riot, civil commotion,
general unavailability of materials, strike, slowdown, labor dispute, governmental laws or
regulations, or other occurrence beyond Verotown's or County's control ("Force Majeure
Event") prevent performance of this Agreement in accordance with its provisions, performance
of this Agreement by either party will be suspended or excused to the extent commensurate with
such occurrence, except as specifically provided herein.
Section 15.02. Partial Destruction. In the event of a partial destruction of the Facility
and Verotown determines, in its sole discretion, that the undamaged portion of the Facility is still
suitable for the purposes and operations described in Section 5.01 hereof, then this Agreement
35
will continue in full force and effect with no adjustments in the obligations of the parties, and
Verotown, shall restore the Facility as soon as possible from the applicable insurance proceeds.
If the applicable insurance proceeds are not sufficient to restore the Facility to its previous
condition, then, the balance shall be split and paid equally by Verotown and the County or,
alternatively, either party may elect to terminate this Agreement by written notice to the other
party within sixty (60) days of learning the extent to which insurance proceeds will be
insufficient to restore the Facility. Said termination shall not be an event of Default and the
termination shall be effective as of the date the notice of termination is received by the non -
terminating party.
Section 15.03. Facility Not Suitable for Use. With the exception of the roofing repairs or
replacement projects set forth in Section 8.04(b) hereof, in the event of total or partial destruction
or damage of the Facility, if Verotown determines in its sole discretion that the Facility is not
suitable for their operations and/or cannot be used as a venue for the purposes described in
Section 5.01 hereof, then the following shall apply:
(a) Verotown may provide written notice to the County stating its
determination that the Facility is not suitable for use and it has a desire to repair and
restore the Facility and this Agreement will be suspended immediately until the Facility
is reasonably suitable for Verotown's operations when taken as a whole. In the event
Verotown elects to repair and restore the Facility under this Section 15.03(a), within
twelve (12) months (or sooner if reasonably practical) of the event of such total or partial
destruction or damage, Verotown shall begin to repair or rebuild the Facility using the
proceeds from the property insurance for that purpose and, through cooperation and
coordination with the County, shall diligently pursue such repair or rebuilding until
completed. If the applicable insurance proceeds are not sufficient to repair or restore the
Facility to its previous condition, then the balance shall be split and paid equally by
Verotown and the County or, alternatively, either party may elect to terminate this
Agreement by written notice to the other party within sixty (60) days of learning the
extent to which insurance proceeds will be insufficient to restore the Facility.
Termination pursuant to this Section 15.03(a) shall not be an event of Default and the
termination shall be effective as of the date the notice of termination is received by the
non -terminating party. Once Verotown contracts with an architect, engineer or design
build firm to draw plans for the repair or rebuilding of the Facility, Verotown will be
deemed to have begun the repair or rebuilding of the Facility. This Agreement will
continue to be suspended (and the Term or applicable Renewal Term shall be extended)
until the Facility is reasonably suitable for Verotown's operations or as a venue for the
purposes described in Section 5.01; or
(b) Verotown may provide written notice to the County stating its
determination that the Facility is not suitable for use and terminate this Agreement. The
County and Verotown shall work proactively and in good faith to vacate the Facility and
wind down any financial obligations including the disbursement of insurance proceeds
and Capital Reserve Account funds in accordance with the terms hereof. Termination
pursuant to this Section 15.03(b) shall not constitute a Default hereunder and shall be
36
effective as of the date County receives written notification of such election to terminate
from Verotown.
(c) In the event this Agreement is terminated pursuant to Section 15.03(a) or
15.03(b), available insurance proceeds relating to the total or partial destruction or
damage to the Facility shall be distributed to the County and Verotown based on their
respective pro -rata investments in the Facility, including but not limited to, Capital
Improvements, County Improvements, Verotown Improvements and the County's
investment in acquiring and improving the Facility.
Section 15.04. Condemnation.
(a) The County shall promptly forward to Verotown any notices which may be
received by the County regarding a proposed, threatened or actual appropriation,
condemnation or other action under power of eminent domain which affects the Facility
or any adjacent accessways, driveways or rights of way.
(b) If a portion of the Facility is condemned or taken such that the Facility is still
suitable for Verotown's operations when taken as a whole, as determined by Verotown in
its commercially reasonable judgment of Verotown, then Verotown shall, to the extent
condemnation proceeds are made available to it, make necessary repairs to and alterations of
the Facility for the purpose of restoring same to as close to the same condition (as
reasonably practicable) that existed prior to such condemnation or taking. If the
condemnation proceeds made available to Verotown are not sufficient to repair or restore
the Facility to its previous condition, then the balance shall be split and paid equally by
Verotown and the County or, alternatively, either party may elect to terminate this
Agreement by written notice to the other party within sixty (60) days after entry of the
final order of taking by the applicable governmental authority. Regardless of whether
Verotown terminates this Agreement as a result of a partial taking as set forth in this
subsection (b), Verotown reserves unto itself the right to prosecute its claim for an award for
damages against the condemning authority for its loss of its interest under this Agreement,
or any portion thereof, caused by such taking, together with damages based on the value of
the Verotown Improvements not purchased or reimbursed by County Funds, any additional
improvements performed at Verotown's expense, any Verotown Equipment not purchased
or reimbursed by County Funds, personalty or other FF&E not purchased or reimbursed by
County Funds, and the damages Verotown may sustain to its operations on or at the Facility,
including, but not limited to, an award for the use of any temporary construction easement
area on the Facility, good will, patronage and the removal, relocation and replacement costs
and expenses caused by such taking.
(c) If the whole of the Facility or such portion thereof is condemned or taken
such that the Facility is not suitable for Verotown's operations when taken as a whole, as
determined by Verotown in its commercially reasonable judgment of Verotown, this
Agreement shall automatically terminate upon Verotown's receipt of the entry of the final
order of taking by the applicable governmental authority. In the event of such
termination, Verotown reserves unto itself the right to prosecute its claim for an award for
37
damages against the condemning authority for its loss of its interest under this Agreement,
or any portion thereof, caused by such taking, together with damages based on the value of
the Verotown Improvements not purchased or reimbursed by County Funds, any additional
improvements performed at Verotown's expense, any Verotown Equipment not purchased
or reimbursed by County Funds, personalty or other FF&E not purchased or reimbursed by
County Funds, and the damages Verotown may sustain to its operations on or at the Facility,
including, but not limited to, an award for the use of any temporary construction easement
area on the Facility, good will, patronage and the removal, relocation and replacement costs
and expenses caused by such taking.
ARTICLE XVI
ADDITIONAL IMPROVEMENTS
Section 16.01. Additional Improvements. Nothing contained in this Agreement will
restrict or prohibit Verotown from making improvements to the Facility which are not described
as Verotown Improvements in this Agreement; provided that Verotown will notify the County of
such additional improvements before Verotown undertakes to make them, obtain the County's
prior written consent to such improvements, which shall not be unreasonably withheld,
unreasonably conditioned or unreasonably delayed and complies with Section 8.06 of this
Agreement.
ARTICLE XVII
ZONING AND PERMITTING
Section 17.01. Zoning and Permitting_ It is the sole obligation of Verotown, with
assistance from the County, but not at County expense, to obtain any permits and/or zoning
changes which may be required to construct any improvements which Verotown may hereafter
desire to make to the Facility. The County, acting solely in its capacity as the fee owner of the
Land, shall cooperate with Verotown as may be reasonably required, to enable Verotown to
obtain any permits and/or zoning changes for the Improvements and any additional
improvements, including, but not limited to, by joining in any applications for such permits
and/or zoning changes. The County hereby represents to the best of its knowledge that the Land
is currently zoned for the intended uses set forth in this Agreement.
ARTICLE XVIII
CONSENTS AND APPROVALS
Section 18.01. Granting or Failure to Grant Approvals or Consents. All consents and
approvals which may be given by a party under this Agreement will, as a condition of their
effectiveness, be in writing. The granting by a party of any consent to or approval of any act
requiring consent or approval under the terms of this Agreement, or the failure on the part of a
party to object to any such action taken without the required consent or approval, will not be
38
deemed a waiver by the party whose consent was required of its right to require such consent or
approval for any other act.
Section 18.02. Standard. Unless this Agreement specifically provides for the granting of
consent or approval at a party's sole discretion, then consents and approvals which may be given
by a party under this Agreement will not (whether or not so indicated elsewhere in this
Agreement) be unreasonably withheld, unreasonably conditioned or unreasonably delayed by
such party and will be given or denied within the time period provided, and if no such time
period has been provided, within a reasonable time. Upon disapproval of any request for a
consent or approval, the disapproving party shall, together with notice of such disapproval,
submit to the requesting party a written statement setting forth with specificity its reasons for
such disapproval.
Section 18.03. Deemed Approval. If a party entitled to grant or deny its consent or
approval (the "Consenting Party") within thirty (30) days (or a shorter specified time period)
fails to do so, then, provided that the request for consent or approval bears the legend set forth
below in capital letters and in a type size which is not less than that provided below, the matter
for which such consent or approval is requested will be deemed consented to or approved, as the
case may be:
"FAILURE TO RESPOND TO THIS REQUEST WITHIN THE TIME
PERIOD PROVIDED IN THE FACILITY LEASE AGREEMENT
BETWEEN INDIAN RIVER COUNTY AND MLB WILL
CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS
DESCRIBED HEREIN WITH RESPECT TO SECTION
[ I OF SUCH FACILITY LEASE AGREEMENT."
Section 18.04. Approvals for the County. The County hereby agrees that, subject to
applicable laws and regulations, the County Administrator (or the County Administrator's
authorized designee) is authorized to grant consents or approvals on behalf of the County with
respect to this Agreement.
Section 18.05. No Fees, etc. Except as otherwise expressly authorized in this
Agreement, no fees or charges of any kind or amount will be required by either party hereto as a
condition of the grant of any consent or approval which may be required under this Agreement
(provided that the foregoing will not be deemed in any way to limit the County acting in its
governmental, as distinct from its proprietary, capacity from charging governmental fees on a
nondiscriminatory basis).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
39
IN WITNESS THEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
[Seal]
Date:_ January 2, 2019
STATE OF FLORIDA )
)ss:
COUNTY OF INDIAN RIVER )
NY C04, .
.s'
INDIAN RIVER COUNTY, FLORI ' • rias
AS LESSOR
By: U30,e, g2jLd
Its: Chair Bob Solari •.9CpU�,o?;
Attest:
By. Clch�
Clerk of the Circuit Court
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
B
SOial unty Attorney
The foregoing instru ent was acknowledged before me this day of 5��.�a r y
2 0! q ,.29.1 ', by 16 Cl IQ 5 y 1 CL=C t , as Chair of Indian River
County, Florida, a political subdivision of the State of Florida, on behalf of such political
subdivision. He/She is personally known to me or produced a valid driver's license as
identification.
CHRISTINA M.000RNOYERN a Public u
MY COMMISSION Y FF 907600 ry
EXPIRES: August 6, 2019 Pr t Name: Cir ' Dom- (,Lr -n O��
Bonded Thru Notary Nbk UndersA
commission expires: / 9
40
IN WITNESS THEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
[Seal]
STATE OF Le� )
)ss:
COUNTY OF WU 550nn
VEROTOWN, LLC
By -
Name: IzA--f
y:Name:IzA--f ,+n
Title: P2es,t>s-Ar
Attest:
Secretary
JA
The foregoing instrument was acknowledged before me this a 0 day of e!e,
2018, by, as �1 �eS'��ey� of Ve town, a _
corporation, on behalf of such entity. He Ys personally known to me or produced a valid driver's
license as identification. /%
KARINA MARINO tary Public
NOTARY PUBLIC OF NEW JERSEY rint Name: f n
My Commission Expires 101212020 My commission expires: 10
41
CLERK OF THE CIRCUIT COURT
OF INDIAN RIVERCOUNTY, FLORIDA
By:81/111�/ 4- V&
& j)epj U' enl—
STATE OF FLORIDA )
)ss:
COUNTY OF INDIAN RIVER )
The foregoing instrint wasa knowle ged before me this 02 day of u
&, by' 1 NM2-Z-ygj:( .. ii Jerk of the Circuit Court J
of Indian River County, Florida. He/She is personally known to me or produced a valid driver's
license as identification.
OHRISnNAM.COURNOYER _
MY COMMISSION r FF 907600 Notary Public
3a• :a€ EXPIRES: August 6, 2019 Print Name: 5fi 0-a- �Yl Co uj -ei U
Bonded Thru Notmy Pubk Underm*W
My commission expires:A 2019
42
EXHIBITS
Exhibit "A" Legal Description and Map of Land and Facility
Exhibit `B" Parking License Agreement
Exhibit "C" Description of FF&E
Exhibit "D" Requisition Request
Exhibit "E" Estoppel Certificate
Exhibit "F" Schedule of Non -Ad Valorem or Special Assessments
43
Exhibit "A"
Legal Description and Map of Land and Facility
44
PARCEL 1-C
A PARCEL OF LAND LYING IN SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST,
INDIAN RIVER COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 3, TOWNSHIP 33 SOUTH,
RANGE 39 EAST, PROCEED NORTH 89°45'39" WEST, A DISTANCE OF 1997.62 FEET
TO A POINT; THENCE SOUTH 04°15'11" WEST, A DISTANCE OF 30.07 FEET TO A
POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF AIRPORT DRIVE (A/K/A 34th
AVENUE, A 90 FOOT RIGHT-OF-WAY) SAID POINT BEING THE POINT OF
BEGINNING; THENCE CONTINUE ALONG SAID WESTERLY RIGHT-OF-WAY .LINE
SOUTH 10036'49" WEST, A DISTANCE OF 37.55 FEET TO THE POINT OF CURVATURE
OF A TANGENT CURVE, CONCAVE TO THE WEST, HAVING A RADIUS OF 1125,14
FEET AND A CENTRAL ANGLE OF 09030'08"; THENCE SOUTH ALONG SAID CURVE,
A DISTANCE OF 186.60 FEET; THENCE SOUTH 20°06'57" WEST, A DISTANCE OF 82.11
FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE, CONCAVE TO THE
EAST, HAVING A RADIUS OF 1825.86 FEET AND A CENTRAL ANGLE OF 19°5425";
THENCE SOUTH ALONG SAID CURVE, A DISTANCE OF. 634.38 FEET; THENCE
SOUTH 00012'32" WEST, A DISTANCE OF 55.06 FEET TO A POINT ON THE NORTH
RIGHT-OF-WAY LINE OF INDIAN RIVER FARMS DRAINAGE DISTRICT MAIN CANAL
(300 FOOT RIGHT-OF-WAY); THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY
LINE SOUTH 69022'53" WEST, A DISTANCE OF 482.50 FEET; THENCE NORTH 15°50'35"
WEST, A DISTANCE OF 50,17 FEET TO A POINT 50.00 -FEET NORTH OF AFORESAID
MAIN CANAL NORTH RIGHT-OF-WAY LINE; THENCE SOUTH 6922'53" WEST
ALONG SAID LINE PARALLEL AND 50.00 FEET NORTH OF SAID MAIN CANAL
NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 1001.21 FEET; THENCE NORTH
18°15'26" WEST, A DISTANCE OF 386.46 FEET; THENCE NORTH 63°53'04" WEST, A
->DISTANCE OF 476.06 FEET; THENCE NORTH 89°45'39" WEST, A DISTANCE OF 414.56
FEET; THENCE NORTH 00014'21" EAST, A DISTANCE OF 876.82 FEET TO A POINT
30.00 FEET SOUTHERLY OF THE NORTH LINE OF SECTION 3, TOWNSHIP 33 SOUTH,
RANGE 39 EAST; THENCE SOUTH 89045'39" EAST ALONG A LINE BEINU 30.00 FEET
SOUTHERLY OF AND PARALLEL WITH SAID SECTION LINE, A DISTANCE OF 2557.93
FEET TO THE POINT OF BEGINNING.
1
t;
LEGAL DESCRIPTION OF PARKING FACILITY
(ALSO KNOWN AS A PORTION OF DODGERTOWN PARCEL 2)
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
DEGREES 59 MINUTES 23 SECONDS 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; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST,
ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE. OF 288.78 FEET, TO THE
POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND; THENCE
CONTINUE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, ALONG SAID LINE,
A DISTANCE OF 392.00 FEET; THENCE SOUTH 0 DEGREES 14 MINUTES 21 SECONDS
WEST, A DISTANCE OF 876.82 FEET; THENCE SOUTH 89 DEGREES 45 MINUTES 39
SECONDS EAST, A DISTANCE OF 414.56 FEET; THENCE SOUTH 63 DEGREES 53
MINUTES 04 SECONDS EAST, A DISTANCE OF 149.35 FEET; THENCE NORTH 89
DEGREES 45 MINUTES 39 SECONDS WEST, A DISTANCE OF 905.94 FEET; THENCE
NORTH 0 DEGREES 14 MINUTES 21 SECONDS EAST, A DISTANCE OF 85.00 FEET;
THENCE NORTH 89 DEGREES 45 MINUTES 39SECONDS WEST, A DISTANCE OF
35.00 FEET; THENCE NORTH 0 DEGREES 14 MINUTES 21 SECONDS EAST, A
DISTANCE OF 857.00 FEET TO THE POINT OF BEGINNING.
SAID PARCEL CONTAINING 9.1297 ACRES, MORE OR LESS.
Situated in the State of Florida, County of Indian River, City of Vero Beach, and being a part of
Section 3, Township 33 South, Range 39 East and being more particularly bounded and described as
follows;
Commencing at the Northwest comer of Section 3, Township 33 South, Range 39 East;
Thence South 00°00'47" West along the West line of said Section 3 for a distance of 887.01 feet;
Thence South 89045'39" East for a distance of 50.00 feet to a point on the East right-of-way of 43`d
Avenue said point also being the Northwest comer of Dodgertown Parcel 3A as described in Official Record
Book 1961, Page 968 of the Public Records of Indian River County, Florida;
Thence South 89°45'39" East along the North line of said Parcel 3A for a distance of 345.39 feet;
Thence South 00614'21" West for a distance of 85.00 to a point on the North line of said Parcel 3A;
Thence continue South 89°45'39' East along the North line of said Parcel 3A for a distance of
437.69 feet.to the Point of Beginning;
Thence from the Point of Beginning continue South 89°45'39" East along the North line of said
Parcel 3A for a distance of 468.25 feet to the Northeast corner of Parcel 3A;
Thence South 63"53'04" East for a distance of 326.67 feet to a point on the East line of Dodgertown
Parcel 3A;
Thence South 18°15'41" East along said East line of Parcel 3A for a distance of 386.49 feet to the
Southeast corner of said Parcel 3A;
Thence South 69°22'53" West for a distance of 898.97 feet;
Thence North 02°50'58" West for a distance of 830.37 feet to the Point of Beginning;
Said Parcel containing 519,743 square feet or 11.93 acres.
Said parcel shall be subject to stormwater easements for the 43`d Avenue and Aviation Boulevard
improvement projects as required.
S.-Wroperly DescriptionsUOtO12010-20_Dodgertown Portions d 3A_Nov 8 2010A
David
Less and excepting therefrom
Situated in the State of Florida, County of Indian River, City of Vero Beach, and being a part of
Section 3, Township 33 South, Range 39 East and being more particularly bounded and described as.
follows:
Commencing at the Northwest corner of Section 3, Township 33 South, Range 39 East;
Thence South 00°00'47" West along the West line of said Section 3 for a distance of 30.00 feet;
Thence South 89°45'39" East and parallel with the north line of said Section 3 for .a distance of
75.00 feet to a point on the South right-of-way of the Indian River Farms Water Control District Canal A-3; -
Thence continue South 89045'39" East along said South right-of-way for a distance of 288.78 feet to
the Northwest comer of Dodgertown Parcel 2A (also known as "A Portion of Dodgertown Parcel 2') in
Official Record Book 1758, Page 523 of the Public Records of Indian River County, Florida), said point also
being the Point of Beginning;
Thence from the Point of Beginning continue South 89°45'39` East along said South right-of-way for
a distance of 506.21 feet,
Thence South 3°32'27" West for a distance of 582.12 feet;
Thence South 00°14'21" West for a distance of 360.85 feet to a point on the South line of
Dodgertown Parcel 2A;
Thence North 89"45'39" West along said South line of Parcel 2A for a distance of 437.69 feet to the
Southwest corner of said Parcel 2A;
Thence North 00°14'21" East for a distance of 85.00 feet;
Thence North 89°45'39" West for a distance of 35.00 feet',
Thence North 00°14'21" East along the West line of said Parcel 2A for a distance of 857.00 feet to
the Point of Beginning;
Said Parcel containing 452,042 square feet or 10,38 acres.
Said parcel shall be subject to stormwater easements for the 43rd
improvement projects as required. ,I
S:iProperty Oescriptions%20i oi2olo-2o_Dodgerio— Portions d 2A_Nov 8 2010.doc
Sheet 1 of 2
Avenue and Aviation Boulevard
o �•dv
f - e .1
b
PS #
ProtossOc
Li
GPNP I
M PSN
LEGEND
I - TICKET OFFICE, LOCKER ROOMS, GIFT SHOP
2 - EXECUTIVE BUILDING
3 - CONFERENCE CENTER
4 - ALSTON, KOULFAX, AND CAMPANELLA BUILDINGS
5 - SLEEPING ROOMS
6 - SPRING TRAINING BUILDING
COUNTY
Oeocrfinen/ of Public Works - HIP DODGERTOWiV ROOF REPLACEMENT
vmo moi znn `s FL _
CM 3e� 3�9°0 Engineering Division >B39 EXH/B/T /
Exhibit "B"
Parking License Agreement
45
2157033 RECORDED IN THE RECORDS OF JEFFREY K BARTON, CLERK CIRCUIT COURT INDIAN
RIVER CO FL, BK: 2517 PG: 568, 08/11/2011 02:55 PM
Prepared by, record and return to:
Office of the County Attorney
180127* St., Vero Beach, FL 32960
Telephone: 772.226.1424
PARKING LICENSE AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of June, 2011 by and between
Indian River County, a political subdivision of the State of Florida ("County"), and the City of
Vero Beach, a municipal corporation organized under the laws of the State of Florida ("City").
WHEREAS, City owns, or will own through transactions completed simultaneously with
the execution of this Agreement, certain parcels of real property located in the vicinity of the
Dodgertown Facility; and
WHEREAS, City is willing to provide a license to County to use such parcels of real
property for parking related to the Dodgertown Facility, 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.
2. Definitions. The following terms shall have the following meanings:
a. License Area A shall mean real property consisting of approximately
10.38 acres located immediately west of Holman Stadium, more fully described on
Exhibit A attached hereto;
b. License Area B shall mean real property consisting of approximately 3.3
acres located north of 26h Street and north of License Area A, more fully described on
Exhibit A attached hereto;
C. License Area C shall mean real property consisting of approximately 4.6
acres located north of 26 Street and east of License Area B, more fully described on
Exhibit A attached hereto;
d. License Area shall mean one or more of License Area A, License Area B
or License Area C, and License Areas shall mean collectively License Area A, License
Area B and License Area C;
Page 1 of 5
BK: 2517 PG: 569
e. Cloverleaf Property shall mean the real property consisting of
approximately 11.93 acres located south of Holman Stadium, more fully described on
Exhibit B attached hereto;
L Dodgertown Facility shall mean collectively the real property owned by
County, including facilities and improvements thereon, consisting of the Cloverleaf
Property and the property more fully described on Exhibit C attached hereto;
g. Dodgertown Tenant shall mean any party to whom County leases (from
time to time) all or a portion of the Dodgertown Facility. The parties acknowledge that
the current Dodgertown Tenant is MiLB Vero Beach, LLC, a Florida limited liability
company; and
h. Dodgertown Events shall mean any and all events and activities held on
the premises of the Dodgertown Facility including, without limitation, sports and non -
sports related events and activities, meetings and conferences, whether such events and
activities are conducted by County, Dodgertown Tenant or any third party using all or a
portion of the Dodgertown Facility with the consent of County or Dodgertown Tenant.
3. Parking License. City hereby grants to County and Dodgertown Tenant and
County's other assignees (a) a license to use License Area A for general parking in connection
with Dodgertown Events, and (b) a secondary license to use License Area B and License Area C
for general parking in connection with Dodgertown Events, in the event that (i) License Area A
is unavailable for a particular event (see paragraph 4 below), or (ii) the license to use License
Area A is revoked by City. County shall have the right to use the License Areas up to twenty
(20) days per calendar year. Dodgertown Tenant shall have the right to use the License Areas to
the same extent as County, except that Dodgertown Tenant's use shall not be restricted with
respect to the number of days per calendar year, however, Dodgertown Tenant shall coordinate
with and provide City a schedule for anticipated use of the License Areas and keep City advised
of any changes to such schedule.
4. Notice of Use. County shall provide reasonable notice of its intent to use a
License Area on one or more dates specified in the notice. Within 10 days of receipt of such
notice, City shall advise County of any conflict with a planned City use of the License area on
the same date(s) which is incompatible with County's proposed use. If City does not advise
County of a conflict within the 10 day period, County may utilize the License Area for parking
as set forth in the notice. In the event of a conflict, the parties shall attempt in good faith to
reconcile the conflict in a manner which accommodates the interests of both parties. if such
accommodation is not possible, County may utilize another available License Area for parking.
5. Use of License Area B or License Area C. Whenever County uses License Area
B or License Area C, County shall comply with the following additional requirements of the
Federal Aviation Administration: County shall not interfere with airport operations surrounding
roadways, or airport tenant operations; County must use the License Area in a safe and efficient
manner; and County shall not enter the secured airfield or otherwise interfere with airport
Page 2 of 5
BK: 2517 PG: 570
operations. County understands that there are substantial federal fines for violations of federal
laws and regulations applicable to airport facility access and use.
6. Insurance. County shall, at all times during the term hereof, carry commercial
general liability insurance against personal injury and property damage with a company
authorized to do business in the State of Florida and satisfactory to City, protecting City against
any and all claims for damages to persons or property as a result of or arising out of the use and
maintenance by County of the License Areas. County shall provide a certificate of insurance
stating that City is an additional insured, and confirming limits of coverage not less than
$500,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage
Liability. County shall supply written proof of insurance to City within fifteen (15) days of the
date this Agreement is executed, and shall continue to supply such proof to City for each term
such insurance coverage is renewed.
7. Indemnification. To the extent permitted by law, County agrees to indemnify
and hold harmless City, including, without limitation, its council members, officers, employees
and agents, from and against all claims for damages, liabilities, costs and expenses arising out of
or relating to the use of one or more License Areas by County, Dodgertown Tenant or County's
other assignees; and City agrees to indemnify and hold harmless County, including, without
limitation, its commissioners, officers, employees and agents, from and against all claims for
damages, liabilities, costs and expenses arising out of or relating to the use of one or more
License Areas by City or City's assignees; provided, however, that nothing herein shall be
construed as a waiver of the County's or the City's sovereign immunity pursuant to section
768.28, Florida Statutes.
8. Clean Up After Use. After each use of a License Area, County shall leave the
property in substantially the same condition that it was prior to such use.
9. Term. The term of this Agreement shall be indefinite until the earlier to occur of
the following: (a) the revocation of all licenses for License Area A, License Area B and License
Area C, or (b) the permanent use of the Dodgertown Facility for a purpose other than sports,
recreation or entertainment related activities.
10. Revocation of License. Each license granted herein shall be revocable by City in
the event that each of the following occurs with respect to the real property underlying such
license: (a) the City decides in good faith to use the underlying real property for a purpose
incompatible with continued parking, (b) in reaching such decision, the City gives due
consideration to the fact that (i) the City owns other properties in the same general area which
may be suitable for such incompatible use, (ii) continued use of the License Area for general
parking provides an important and valuable benefit to County, and (iii) that the City Council
determines in good faith that the advantages of locating the incompatible use on a License Area
outweigh the advantages to locating the incompatible use on other property owned by the City,
and (c) City actually uses the License Area for the incompatible use.
11. Remedies. In the event of breach of this Agreement by either party, the non -
breaching party shall be entitled to all remedies available in law or in equity.
Page 3 of 5
BK: 2517 PG: 571
12. Litieation. In the event of any litigation relating to or arising out of this
Agreement, each party shall be responsible for and shall bear its own attorney's fees and court
costs, including such fees and costs incurred at the trial and appellate level of such proceedings.
13. Amendment. No amendment, modification, change, or alteration of this
Agreement shall be valid or binding unless accomplished in writing and executed by all of the
parties hereto.
14. Entire Aereement. This Agreement sets forth the entire agreement and
understanding between the parties. No prior agreement or understanding shall be binding
between the parties unless set forth herein.
15. Governing Law. This Agreement and all matters arising hereunder shall be
governed by and construed in accordance with the laws of the State of Florida. Venue hereunder
shall lie in Indian River County, Florida.
16. Further Assurances. County and City shall grant such further assurances and
provide such additional documents as may be required by one another from time to time, and
cooperate fully with one another in order to carry out the terms and conditions hereof and
comply with the express intention of this Agreement.
17. Severability. In the event any term, condition, or clause of this Agreement is
declared to be illegal or unenforceable by a court of competent jurisdiction, such declaration of
illegality or unenforceability shall not affect or alter the legality or enforceability of any
remaining term, condition, or clause hereof, provided of the parties, as set forth in this
Agreement.
18. Non -Assignment. This Agreement shall not be assignable by either party, except
that City may assign this Agreement to any party acquiring ownership of a License Area (but
only to the extent of such License Area), and County may assign this Agreement to any party
acquiring ownership, right of possession or other right to use of all or a substantial portion of the
Dodgertown Facility.
19. Recordation. A copy of this Agreement 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 K. Barton,
Clerk of Court
�0
AFFIX SEAL:
BOARD OF COUNTY COMMISSIONERS,
INDIAN RIVER COUNTY ("County")
y:. %�-
Bob Solari, Chairman
Page 4 of 5
BK: 2517 PG: 572
Approved by BCC: May 3, 2011.
Approvedd Ias to form and legal sufficiency:
By: C�JCirr
Alan S. 71"C44�5-�'oun
Attorney
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
CITY OF VERO BEACH ("City")
Sign: X�/�x
j9XZ Mayor
Approved as to form and legal sufficiency
By: lmm*z 1
Ci Attorney
The foregoing instrument was acknowledged before me this.&L day of azzoi,
2011, by JAY KRAMER, as Mayor, and attested by TAMMY K. V=as
C' Clerk of the
City of Vero Beach, Florida. They are both known to me and did not take an oat
.
NOTARY PUB C, State of Florida
Sign:
Print:
State of Florida [SEAL]
Commission No:
Commission Expires:
X .W OOIMpM
pM,AM71%=9At!
'� +�,.,.; • MW111w1Yr1111b{Ylr�w
Page 5 of 5
BK: 2517 PG: 573
Property Description
--Dodgertbwn
(#201 NA -0143)
November 9, 2010
EXHIBIT "A"
PROPERTY DESCRIPTION
LICENSE TO USE CITY PROPERTY #201O -LA -0'143
PORTIONS OF DODGERTOWN, DOMERTOWN PARCEL 2A,
AIRPORT PARCEL 19 AND AIRPORT PARCEL 17
Situated in the State of Florida, County of Indian River, City of Vero Beach, and being a, part
of S'edlon 3, Township 33 South, Range 39 East and Section 34, Township 32 South, Range 39
East and being more particularly bounded and described as follows:
License Area "A":
commencing at the Northwest corner of Section 3, Township 33 South, Range 30 Fasf;
Thence South DO°00'47' West along the West line of said Section 3 for a distance of 30.00
feet;
Thence South 89'4639' East and parallel with the north Ilne of said Sectlon 3 for a
distance of 76.00 feet to a point on the South right-of-way of the Indian River Farms Water Control
District Canal A-3;
Thence continue South 89°45'39" East along said South right-of-wey for a distance of
288.78 feet to the Northwest comer of Dodgertown Parcel 2A (also known as 'A Portion of
Dodgertown Parcel 2') in Official Record Book 1758, Page 523 of the Public Records of Indian
River County, Florida), said point also being, the Point of Beginning of the following described
License Area 'A';
Thence from the Point of Beginning continue South 89°45'39' East along said South right-
of-way for a distance of 506.21 feet to the Northeast comer of the 10.38 acre parcel deeded to the
City of Vero Beach by Indian River County;
Thence South 03°3227' West along the East line of the sold 10.38 acre parcel for a
distance of 582.12 feet;
Thence South �the'tioutheastalong
comerthe
of saldEast
10f38 acre paecet; aid 10.38 acre parcel for a
distance of 360.85 feet
Thence North 89°t4�b'339` west
along id said
line of said 10,38 acre parcel for a distance
of 437.89 feet to the So
Thence North 00"14'21' East for a distance of 85.00 feet;
Thence North 89'45'39' West for a distance of 35.00.feet;
Thence North 00'14'21' East along the West line of the saki 10.38 acre parcel for a
distance of 857.00 feet to the Point of Beginning;
Said Parcel containing 452,042 square feet or 10.38 acres.
Sheet 1 of 6
BK: 2517 PG: 574
Property Description
Dodgeriown
WZWO-- =0143)
November 9, 2010
License Area "6":
Commencing at the Southwest corner of Section 34, Township 32 South, Range 39 East;
Thence South 89°45'39' East along the South line of Section 34 for a distance of 668,80
feet to a point;
Thence North 00'14'21' East for a distance of 60.00 feet to a point on the north right-of-way
of 260' Street (also known as Walker Avenue), sold point being the Point of Beginning of Parcel 19;
Thence North 35154'04" East for a distance of 306.67 feet,
Thence North 89°51'01' East for a distance of 596.87 feet;
Thence South 01 11 6'03' West for a distance of 102.51 feet to a point on the North right-of-
way of Aviation Boulevard;
Thence South 63°45'16' West along said North right-of-way for a distance of 114..40 feet to
the beginning of a curve concave to the Northwest;
Thence Southwesterly43 ion said
radius of 950 feet and a delta of
26030'14" for an arc length feet the Point of Tangency;
Thence continue North 89°45'39 West along said North right-of-way of 2e Street for a
distance of 247.44 feet to the Point of Beginning;
Containing 145,235 square feet more or less.
Sheet 2 of 6
BK: 2517 PG: 575
Property. Desaiptlon
Dodgettown
(#2010 -LA -M43)
November 9, 2010
License Area "C":
Commencing at the Southwest comer of Section 34, Township 32 South, Range 39 East;
Thence South 89°45'39" East along the South line of Section 34 for a distance of 1,583.90
feet to a point;
ThenceNorth 00°14'21' East fora distance of 281.11 feet to a point on the North right-of-
way of 26t' Street (also known as Aviation Boulevard), said point being the Point of Beginning of
Parcel 17;
Thence North 01°16'03" East for a distance of 425.17 feet to.a point;
Thence North 37°49'54' East for a distance of 107.87 feet to a point;
Thence North 76°19'43" East fora distance of 114:11 feet to a point;
Thence South 69°4.3'2.9: East for a distance of 648.82 WHO a point on the North right-of-
way of said Aviation Boulevard, said point also being on a curve concave to the Southeast;
Thence Southwesterly along said curve, having a radius off1,,050f bein and
the North
21 '15'05" for an arc length of 389.45 feet to -the Point of Tangency, aid point 9
right-of-way of Aviation Boulevard;
Thence continue South 63°45'16' West along said North right-of-way of Aviation Boulevard
for a distance of 470.66 feet to the Point of Beginning;
Containing 203,914 square feet more or less.
r 6.,•%(E �,
David R. Gay,
S:Vroperty Descriprl065�20101201D•LA-0143 DOdgertown PortloM d 2A_Nov 9 2010.doc
Sheet 3 of 6
00
PARCEL 20
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THIS SKETCH IS NOT A SURVEY
'
SHEE•
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CITY OF VERO BEACH
SKETCH OF PROPERTY DESCRIPTION
EXHIBIT "A".
.. �.°
LICENSE TO USE CITY PROPERTY
DEPARTMENT OF PUBLIC WORKS
Ino,¢t Na
DODGERTOWN PARCEL 2A
2010-LA-14
SURVEY DIVISION
PORTION OF SECTION 03-33-39
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1 ���•,�\ \ Aq��+'Syl / 193.930 S.F.t
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PARCEL 4
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330.950 S.F.t 1 87
OF VER. 0 BEACH r
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Z PARCEL 17
0 203.91.4 S.F.t
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POINT OF BEGININNG d PARCEL 9
145.235 S.F.t
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w 247.44 '
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SUBJECT Ll
POINT OF COMMENCEMENT
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THIS SKETCH B NOT A SURVEY
nB11
CITY OF VERO BEACH SKETCH OF PROPERTY DESCRIPTION EXHIBIT'"A"Prgtess°
DEPARTMENT OF PUBLIC WORKS LICENSE TO USE .CITY PROPERTY � ,,,,_�
AIRPORT PARCEL. 19 2010-1A-143
SURVEY DIVISION PORTION OF SECTION 34-32-39
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BK: 2517 PG: 579
Property Des&pton
Dodgedow
(M*20)
November B, 2.010
EXHfRIT " 13,1
PROPERTY DESCRIPTION
PORTIONS OF DODGERTOWN AND DQDGER. TOWN PARCEL 3-A
Situated in the State of Florida, County of Indian River, City of Vero Beach, and being a part of
Section 3, Township 33 South, Range 39 Eastand being more particularly bounded and described as
follows:
Commencing at the Northwest corner of Section 3, Township 33 South, Range 39 East;
Thence South 00°00'47' West along the West line of said Sectlon 3 for a distance of 887.01 feet;
id
Thence South 89°45'39' East for a distance of 50.00 feet to a point on the East right-of-way of 43
Avenue said point also being the Northwest comer of Dodgertown Parcel 3A as described in Official Record
Book 1961, Page 968 of the Public Records of Indian Rivet County, Florida; .
Thence South 89°45'39' East along the North line of said Parcel 3A for a distance of 345.39.feet;
Thence South 00°14'21' West for a distance of 85.00 to a point on the North line of said Parcel 3A;
Thence continue South 89'45'39' East along the NoO line of said Parcel 3A for a distance of
437.69 feet to the Point of Beginning;
Thence from the Point of Beginning continue South 89°45'39' East along. the North line of said
Parcel 3A for a distance of 468.25 feet to the Northeast comer of Parcel 3A;
Thence South 63°53'04' East fora distance of 326.67 feet to a point on the East line of Dodgertown
Parcel 3A;
Thence South 18°15'41' East along said East line of Parcel 3A for a distance of 386.49 feet to the
Southeast corner of said Parcel 3A;
Thence South %"22'53' West for a distance of 898.97 feet;.
Thence Notth 02°50'58" West for a distance of 830.37 feet to the Point of Beginning;
Said Parcel containing 519,743 square feet or 11.93 acres.
Said parcel shall be subject to stormwater easements for the 43td Avenue and Aviation Boulevard
improvement projects as required.
David . Gay, PSM #59
AY p t .
S:iProperty.
Des alptlons12010\2010-2. o�_Dodgertown Portbns d M_Nov 8 2010.doC Pr0�11St1 �
Sheet 1 of 2
r ■ f.1 & - -
1 i i DOQGERTOWN
I I.
ssswo+smaams asssma4a�4oe�1
HUMAN STMMM 1 1
O�arl M'10�.M OW-CIOIIMIFRi,IA -
I� aASK"anon - as»mn.asammi 1 SCALE 1.- 300.
1 t, moea+owNnrce�s.
an a �a�e ca ttarr fou am" oR Kwaror� ; i PRACTICE FlBDB
1 I
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all t I
1 i•
COUNTY TO CITY --•i - ���.5�'
i 589'45'39-E 10M ACRES I I
50.00 I I
! SB9'45.39'E
345.39
1 I s00 14'21-W SB9.4839-E 589 43.59-E
i f Moo x-69 . �3 \\ k
POINT OF SWOIM04G \ \\
f OOOalIaMlM1tt'iM GTY .
aicrcun ro+a 6 11 . \1`
1 «caLLL
V 0 \
�Q SUBJECT PARCEL
i' I� M� AVID GA S c • q� �.
I tl_.. J/wWl al's SH P2J F 2
THIS SKETCH 18 NOT A SURVEY
CITY OF . VERO BEACH SKETCH OF PROPERTY DESCRIPTION EXHIBIT "13
DEPARTMENT OF PUBLIC WORKS 11.93 ACRE PARCEL—DEED CITY TO COUNTY "1D=VIM 2010-20
SURVEY DIVISION SECTION 03-33-39
al DO
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BK: 2517 PG: 581
EXHIBIT "C"
A PARCEL OF LAND LYING IN SECTION 3, TOWNSHIP 33 SOUTB, RANGE 39 EAST,
r EVIAN KM COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS
N
FOLLOWS;
i' COMI MCING AT THE NORTHEAST CORNER OF SBCrION. 3,'TOWNSHIP 33 SOUTH,
RANGE 39 RAST, PROCEED NORTH 89°4539" WEST, A DISTANGB OF'1997.62 FM TO A
POINT; THSNCB SOUTH 04°15' 11" W&ST, A DISTANCE OF 30.07 FEET TO A POW ON
THE WEgrE LY RIGRT-OF-WAY LmOF AMR= DRIVB (AfS/A 340 AVENLIB, A 40
FOOT RIGHT-OF-WAY) SAID POINT BEING THE POINT GF BEGIN M; TMCE
CONI'WUE ALONG SAID WESTERLY RIGHT-OF-WAY LINE SOUTH 10°36`490 WEST, A
DISTANCE OF 37,55 FBBT TO THE POINT OF CURVATURE, OF A TANGENT CURVE,
CONCAVE TO THE WEST, HAVING A RADIUS OF 1125.14 FRET ANDA CENTRA- ANGLE
OF 09°30'08"; THENCE SOU'T'H ALONG SAID CURVB, A DISTANCE OF 186.60 FEET;
THENCE SOUTH 20°06'57" WEST, A DISTA2+ICE OF 82.11 FEET TO THE POINT OF
CURVATURE OF A TA.NGEW CURVE, CONCAVE TO THE RAST' $AVINGARADAM OF
1825:86 FEET AND A CENTRAL ANGLE OF 19°54'25"; TM NCE SOUTH ALONG SA1D
CURVE; A DISTANCE OF 634.38 FBBT; THBNM SOUTH 00°12'32" WEST, ADISTANCE OF
55:06 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LIMB OF RMIAN RIVER
FARMS DRAINAGE DISTRICT MAIN CANAL (300 FOOT RIMT-OF-WAY); THENCE
ALONG SAID NORTHERLY RIGH'T'-OF-WAY LING SOUTH -69 Z2'53 - WEST, A DISTANCR
OF 482.50 FEET; T ENCE NORTH 151,50'35" WEST, A DISTANCE OF 50.17 FEET TO A
POINT 50.00 FM NORTH -OF AFORESAID MAW CANAL- NORTH RI= -OF -WAY LING;
SOUTH 69022'53" WEST ALONG SAID LDM PARALLEL AND 50.00 FEET NORTH
OF SAID'MAIN CANAL NORTH RIGHT-OF-WAY LB\K ADISTANCE OF 1001,21 FEET,
THENCE. NORTH 18°15'26" WEST, A DISTANCB OF 386.46 FEET, THENCE NORTH
63053'04" WEST, A DISTANCE OF 476.06 FOP, THENCE NORTH 89°45'39° WEST, -A
DISTANCE OF 414.56 FEET; THENCE NORTS 00°14'21" EAST, A DISTANCE OF 876,82
FBBT TO A POINT 30.00 FEET SOU rHERLY OF THE NORTH LIMB OF SECTION 3,
TOWNSHIP 33 SOUTH, RANGB 39 EAST, THENCE SOUTH 89045'39" BASTALONG A LII+iB
BEING 30.00 FEET. SOUTHERLY
TAB AND PARALLEL POINT OF BBGII�11iNTH SAID SECTION LIN$ A
DISTANCE OF 255
Exhibit "C"
Description of FF&E
46
EXHIBIT C
DODGERTOWN INVENTORY
ASSET
DESCRIPTION
SERIAL/PARCEL
25284
KING BED W/ HEADBOARD
25290
BATA BASEBALL 2PITCH MACHINE
MAINT CLOSET/PMS
25291
BATA BASEBALL 2PITCH MACHINE
MAINT CLOSET/PMS
25294
REACH -IN COOLER (2 -DOOR)
25295
STEAMER
25296
LCD PROJECTOR-CONF CENTER
CONF CENTER
25299
ICARIAN 505 REAR DELT PECT FLY
25300
ICARIAN LAT PULLDOWN & HI -LO PULLEY
25301
HAMMER ISO -INCLINE PRESS
25303
52"" LCD TV - LOUNGE
LOUNGE
25305
DESK (BEDROOM) - SUITE # 162
SUITE#162
25307
MEDIA CABINET - SUITE # 162
SUITE#162
25308
BLUE SOFA - SUITE #184
SUITE#184
25309
BLUE SOFA - SUITE #174
SUITE#185
25310
DEEP FREEZE R/FRIGE-SUITE #162
SUITE#162
25311
BEDROOM DRESSER - SUITE# 162
SUITE#162
25312
NIGHT TABLE
SUITE#184
25313
NIGHT TABLE
SUITE#184
25314
DESK CHAIR - SUITE# 162
SUITE#162
25315
DESK CHAIR - SUITE # 162
SUITE#162
25317
COMMERICAL DRYER-CONF CTR
0412011044
25318
UNIMAC COMM DRYER-CONF CTR
25320
GALLEY SERVING LINE (3-PCS:HOT/COLD/UTIL
25321
WOODWAY TREADMILL -MAJOR LEAGUE
5733603
25322
WOODWAY TREADMILL -MAJOR LEAGUE
5734BO30
25323
SCIFIT PRO 1000 - ARM MACHINE
25324
HAMMER ISO -BENCH PRESS
25326
TRUE CYCLE - STATIONARY BIKE
25329
HAMMER HIGH ROW
25330
ICARIAN REAR DELT FLY
25331
ICARIAN 407B CABLE CROSSOVER
25332
ICARIAN LAT PULLDOWN (2)
W/ASSET 25331
25333
ICARIAN LEG SLED MACHINE
25334
ICARIAN LEG CURL MACHINE
25335
ICARIAN LEG EXTENSION MACHINE
25336
NAUTILUS MACHINE -FREEDOM TRAINER
25337
TUFF STYLE MACHINE
C-1
ASSET
DESCRIPTION
SERIAL/PARCEL
25338
HAMMER BENCH PRESS VERTICAL
25340
ICARIAN BICEP CURL
25342
SCOTSMAN ICE MAKER-MAJ LEAGUE BLDG
07011320017220
25343
UNIMAC COMM WASHER
3110223103
25344
UNIMAC COMM WASHER
3020207317
25345
UNIMAC COMM WASHER
3110223100
25346
MANITOWIC ICE MACH
021261335
25347
CISSEL COMM DRYER
0210000016
25348
CISSEL COMM DRYER
0210000017
25349
UNIMAC COMM DRYER
0710011579
25351
ACCOUNTING OFFICE SAFE
25355
ICARIAN TRICEPT PRESSDOWN
25356
ICARIAN LOW ROW
25357
INIMAC COMM WASHER-CONF CTR
3020454043
25358
MANITOWIC ICE MACHINE
0502646053
25359
MANITOWIC ICE MACH -SANDY KOUFAX
031161557
25360
UNIMAC COMM WASHER-VBD CLUB
3110222566
25363
WAYMTIC TRAILER -PORT CONCESSIONS
1W9532208J1049101
25364
BANNER BEER DISPENSER -3RD BASE
DR81951004
25365
WELLS CARGO TRAILER
1WC200E1103015906
25366
BANNER BEER DISPENSER -HOME BASE
C80870904
25367
SUPERIOR BEER KEG COOLER
25368
BANNER BEER DISPENSER -1ST BASE
D83371104
25376
BODY MSTERS - INVERTED LEG PRESS
25377
ACTUPITCH ""IRON MIKE"" PITCHING MACHINE
25378
ACTUPICTCH ""IRON MIKE"" PITCING MACHINE
25379
ATEC PITCHING MACHINE
25381
IRON MIKE PITCHING MACHINE
25382
IRON MIKE PITCHING MACHINE
MAJOR LEAGUE
25383
IRON MIKE PITCHING MACHINE
25384
JVC SOUND SYSTEM FOR WEIGHT RM
25385
DIEBOLD SAFE -MAINTENANCE SHOP OFFICE
25387
TORO SAND PRO 2020
08884-230000127
25388
LESCO TRAILER MOUNTED SPRAYER
25389
HAMMER STRENGTH ISO -LATERAL BENCH PRESS
25394
FORD TRACTOR 2810
25395
FORD TRACTOR W/FRONT END LOADER & BOX
25396
SQUEALER BUSHHOG MOWER
12-47504
25397
TORO AERATOR AERIFIER 687
25398
QUICKPASS TOPDRESSER
8929
C-2
ASSET
DESCRIPTION
SERIAL/PARCEL
25400
FORD 2810 TRACTOR
25404
RYAN 5HP ROLLER
25405
HYDRO PRO OUT FRONT DECK MOWER
25408
JOHN DEERE SAND PRO 1200A
128000-7050
25410
TORO 3100 REEL MOWER
25411
TORO GROUNDSMASTER 3500
25412
TORO GROUNDSMASTER 228D
30241-210000216
25413
TORO 1600 REEL MOWER
25414
FOLEY UNITED BED BLADE SHARPENER
OOE66001108
25415
NEARY SPIN-MATIC II REEL GRINDER
25416
DIAMOND VERICUTTER
A5FU0695011
25420
STUDIOMASTER MIXING BOARD W/CASE
CONF CENTER CLOSET
25421
SAMSON 60OW POWERED MIXER
CONF CENTER CLOSET
25422
DA -LITE PODIUM
CONF CENTER CLOSET
25629
21"" KAWASAKI COMMERCIAL PUSH MOWER
290000485
25702
ICE MACH -MOD GEM956A BILL BUHLER
10021280012070
25703
KM -5035 COPIER -FRONT DESK LOBBY
M3033008
25705
DELUXE EURO CLUB SOCCER GOAL - 8 X 24
SET OF TWO
25706
DELUXE EURO CLUB SOCCER GOAL - 8 X 24
SET OF TWO
25758
30"" HOTEL ICE DISPENSER - MODEL SPA310
610084563
25929
KOMBI BATT OPER FIELD STRIPER
25930
KOMBI BATT OPER FIELD STRIPER
25932
HP PROCURVE SWITCH FOR WIRELESS NETWORK
FRONT LOBBY
25939
SALVADOR MODEL 300 DISPOSER
34254
25940
5 -ROW ADA BLEACHERS
FIELD 1
25941
5 -ROW ADA BLEACHERS
FIELD 2
25942
5 -ROW ADA BLEACHERS
FIELD 5
25943
5 -ROW ADA BLEACHERS
FIELD 6
25981
VULCAN HART MOD #VCRG36-T GRIDDLE
DV1024783
25982
GARLAND MOD #MCO -E-5 CONVECTION OVEN
1OL14006
25983
SOUTHBEND MOD#R2 COUNTERTOP STEAMER
1OL14006
25984
MOD #TSSU-48-12 REFRIG CTR SANDWICH TOP
5404308
25985
CONCESSION BEER DISPENSING SYSTEM
25986
COPPER TURF PORT PITCH MOUND
25987
COPPER TURF PORT PITCH MOUND
26144
A/C UNIT ROOMS 109-150
VERO BEACH SPORTS VILLAGE
26145
VBSV PORT SHADE STRUCTURE FOR DUGOUT
26146
VBSV PORT SHADE STRUCTURE FOR DUGOUT
26147
MAIN CONCESSIONS BEER ROOM COMPRESSOR
11841429U
26174
USED 2006 CLUB CAR CARRYALL 2 ELECTRIC
50601-587816
C-3
ASSET
DESCRIPTION
SERIAL/PARCEL
26262
HP LASERJET CP4025DN COLOR PRINTER
BEHIND NANCY'S DESK
26263
SELF CONTAINED EXTRACTOR CARPET CLEANER
26264
HP COLOR LASERJET PRINTER
FRONT DESK
26265
HECTOR TURF PROFORCE BLOWER
311000666
26266
2012 TRIPLE CROWN UTILITY CART
1XNU6X109B1034482
26267
GROUNDSMASTER 4300-D W/COOL TOP & CANOPY
311000119
26273
MANITOWOC ICE MACHINE MODEL ID -0852A
CONF CENTER
26274
AIR COMPRESSOR - SHOP
26308
GROUNDSMASTER 72"" BASE DECK MOWER
311000217
26309
2006 CLUB CAR CARRYALL 2 PLUS ELECTRIC
QT0637-677662
26320
CLEVELAND GAS KETTLE - MODEL #KGL-25
111023059817
26321
POWERPAN GAS TILTING SKILLET - SGL30T1
120123051238
26322
CASEY 3G PITCHING MACHINE
26323
CASEY 3G PITCHING MACHINE
26324
TRANE 6 TON R410A 3 PHASE SPLIT SYS A/C
EXECUTIVE BUILDING
26330
LINCOLN IMPINGER PIZZA OVEN
12022350000741
26365
WCA3602GKR AIR CONDITIONING UNIT
X113467929
26366
FUJITSU A/C UNIT FOR ROOM 159
26367
FUJITSU A/C UNIT - BACKUP UNIT
26368
LAUNDRY MACHINE W/BILL CHANGER
1202066
26369
ACER DESKTOP COMPUTER W/20"" LED MONITOR
00186-164-519-429
26370
SELF CONTAINED CARPET EXTRACTOR
4NEK6
26484
2008 TORO WORKMAN 3300 DIESEL UTIL VEHIC
07362-260000213
26485
2008 TORO 5040 SAND PRO W/ATTACHMENTS
08705-270000699
26486
26"" WIDE AREA CARPET VACUUM
5UMR1
26514
MANITOWOC ID -0452A ICE MAKER -QUAD CONCES
1101089476
26515
TRUE FOOD SERVICE T -23F REACH -IN FREEZER
7315661
26516
TRUE FOOD SVC REACH -IN REFRIGERATOR T-23
7304383
26517
VULCAN HART VC4GD GAS CONVECTION OVEN
541053916
26518
CLEVELAND RANG 22CGT3 CONVECTION STEAMER
1203230000851
26519
SATURN SUSS -48-12 SANDWICH PREP UNIT
MNN-LST3R-0017
26520
ALFA INTL ABB -2 FROZEN DRINK MACHINE
11104547
26521
GVG 16-8 COMBINATION VENDING MACHINE
FRONT OFFICE
26526
SAMSUNG 55"" LED TV -SUITE #162
Z54D3CXC400450N
26572
PORTABLE FOOTBALL GOAL POST -18'6"" X 30'
FIELD 4
26573
PORTABLE FOOTBALL GOAL POST -18'6"" X 30'
FIELD 4
26632
TORO PROCORE 648 AERIFIER
09200-940000117
26662
PS604DM VICON 3 -PT HITCH SPREADER
26655
2008 TORO MULTIPRO 1250 SPRAYER
41177-280000486
27073
2010 GRADEN WALKING VERTICUTTER MOWER
GTMGSO40798/34
C-4
ASSET
DESCRIPTION
SERIAL/PARCEL
27430
WSN100 WINDSCREEN BAT EYE -59'3"" X 25'
FIELD 1
27431
WNS100 WINDSCREEN BAT EYE - 59'6"" X 25'
FIELD 2
27432
2010 TORO 5610 MIDWEIGHT FAIRWAY UNIT
03690-310000103
27436
TRUE T-49 SOLID 2 DOOR REFRIGERATOR
27437
MANITOWOC ID0452-161 ICE MACHINE -30"" BI
CAMPANELLA BLDG
27438
WIRELESS MICROPHONE SYSTEM & AUDIO MIXER
CONF CENTER
25410A
18 HP BRIGGS & STRATTON V -TWIN ENGINE
TORO 3100 - ASSET #25410
27444
VIVITEK DLP D952HD PROJECTOR
CONF CENTER
27445
2010 ELECTRIC CARRYALL II TURF TRUCKSTER
076923
27446
2010 ELECTRIC CARRYALL II TURF TRUCKSTER
076925
27447
2010 ELECTRIC CARRYALL II TURF TRUCKSTER
110665
27448
2011 CLUBCAR CARRYALL/TURF 2 UTIL VEH
179546
27449
2011 CLUBCAR CARRYALL/TURF 2 UTIL VEH
179559
27450
2011 CARRYALL I TRUCKSTER
179599
27451
2006 WORKMAN 3200 TRUCKSTER COMPLETE
260000405
26485A
BRIGGS & STRATTON ENGINE FOR ASSET#26485
27652
HIGH SPEED BURNISHER COMM CARPET CLEANER
27653
LITTER VAC OUTDOOR VACUUM
KV650H
27754
DISHWASHER RACK TYPE
216736
27897
GRAVELY PRO 24 SP HI WHEEL MOWER
911701-004053
27898
2010 CLUB CAR CARRYALL VI
VG0109-995783
27899
2010 CLUB CAR CARRYALL VI
27903
CLUB CAR CARRYALL 1 GOLF CART
27904
CLUB CAR CARRYALL 1 GOLF CART
27905
CLUB CAR CARRYALL 1 GOLF CART
27906
CLUB CAR TURF 2 GOLF CART
27994
VULCAN HD RANGE - 24"" GRIDDLE
481828078
27995
VULCAN HD RANGE - 24"" GRIDDLE
481828079
27996
VULCAN HD RANGE - 24"" CHARBROILER
481828080
27997
VULCAN HD RANGE - 36"" W/3 HOT TOPS
481828081
27999
2015 KUBOTA TRACTOR W/FORKS,
50697
27978
3 HP ALUMINUM HOUSING GARBAGE DISPOSER
28024
BOTTLE COOLER
8444195
28044
SAMSUNG 75"" LED FLAT SCREEN TV
28045
SECURITY ALARM SYSTEM FOR LOUNGE
25393A
CHARTERHOUSE - VERT MOWER SWEEPER
28080
LOCHINVAR 200 GALLON STORAGE TANK
B15J00275877
28081
LOCHINVAR 200 GALLON STORAGE TANK
A15J00273789
28087
9000 LB CAP BASE PLATE LIFT W/TRACTOR
28088
1000 LB CAP AIR OPERATED MOTORCYCLE LIFT
C-5
ASSET
DESCRIPTION
SERIAL/PARCEL
28228
ICE MACHINE COMPRESSOR UNIT (STADIUM)
14HL0259U-MAIN CONCESSION
28229
146'X34' STADIUM BACKSTOP NETTING
28230
CUSTOM FIELD NETTING FOR
28309
POWERLITE 935W WXGA 3LCD PROJECTOR
28310
SAMS4 SPS 345 POS REGISTER
1412370040
28311
2012 USED 48 VOLT CLUB CAR GOLF CART
AQ1219-279029
28312
2012 USED 48 VOLT CLUB CAR GOLF CART
AQ1219-279448
28345
CHICAGO COMET 66"" GAS FLATWORK IRONER
62586
28346
GREEN WSN100 WINDSCREEN 59'6"" X 217""
FIELD 6
28351
420LB ICE MACHINE - ALSTON/KOUFAX
1120044149
28402
HACK ATTACK BASEBALL PITCHING MACHINE
5078
28403
HACK ATTACK BASEBALL PITCHING MACHINE
5079
28576
KYOCERA TASKALFA 250C1 COLOR COPIER
QJH0908162
28740
NEW CROWN CD14000 AMPLIFIER
STADIUM
28741
ELEC PANEL FOR VENDOR POWER -FIELDS 7&8
QUAD FIELDS 7 & 8
28742
LENNOX 5 TON A/C SYSTEM - DODGER OFFICE
DODGERTOWN OFFICE
28768
125# CAP HPS CHARIOT FERTILIZER SPREADER
28769
GRACO FIELDLAZER 3400 LINE PAINTER
28810
162"" HOOD FOR KITCHEN
ON ROOF
28811
A/C UNIT FOR HOUSEKEEPING #172
5115GS03430
28812
A/C UNIT - ROOM #141
5115GS01441
25758A
DISPENSER MOTOR & AGITATION TIMER
28845
BACKUP A/C UNIT (STOCK)
5115GS02840 - 5115GS01226
28846
A/C UNIT FOR ROOM #110
5115GS01229 - 5115GS02820
26485B
RAHN REAR MOUNT LIP BROOM ATTACHMENT
31994
26485C
VIBRATORY GAS EDGER W/REAR HYDRAULICS
29043
FUJITSU OUTDOOR A/C UNIT - ROOM 112
29068
RIO 19K 230V A/C SYSTEM -RM 149
29155
12K 230V A/C UNIT - RM 173
29156
18K 230V A/C UNIT - RM 158
29157
2012 JOHN DEERE PRO -GATOR TRUCKSTER
TC202ATKCT060300
29158
2011 PRECEDENT 4 -PASSENGER GOLF CART
PH1118-191043
29159
REFURBISHED UNIMAC 75# DRYING TUMBLER
29160
RIO 18K 230V A/C UNIT - RM 161
29161
18K 230V VIREO A/C UNIT - RM 183
5115GS01410
29568
GARBAGE DISPOSER UNDER DISHWASHER SINK
44672
29569
LOCHINVAR HOT WATER HEATER & BOILER
ROOM 159
29570
RIO 18K 230V A/C SYSTEM - ROOM 188
29571
RIO 18K 230V A/C SYSTEM - ROOM 133
29572
RIO 18K 230V A/C SYSTEM - GIFT SHOP
C-6
ASSET
DESCRIPTION
SERIAL/PARCEL
29573
COSMO SERIES 8X8 VIDEO SCREEN
CAPENELLA ROOM
29574
TRANE 5 TON SPLIT COOL A/C SYSTEM
S.T. BUILDING - UNIT #204
29575
14SR STRAIGHT COOL A/C SYSTEM - RM 143
29576
18K 230V EVAP A/C SYSTEM - BACK UP UNIT
BACK UP FOR ROOMS
29577
ELECTRICAL DISTRIBUTION PANEL
29578
7.5 TON A/C SYSTEM - DORM LOCKER RM
STADIUM
29579
HOSHIZAKI FLAKER A/C SYSTEM
BUHLER ROOM
29580
CUSTOM BATTING TUNNEL NET-16X14X80
29651
2012 TORO PROPASS 200 TOPDRESSER
312000215
29652
TRANE A/C UNIT - SPRING TRAINING
4TWA0460A4000AA
29653
58'X 25' BATTER'S EYE WINDSCREEN
STADIUM
29654
2013 TORO 3040 SAND PRO TRAP RAKE
313000155
29656
2013 TORO MULTIPRO 1250 SPRAYER
312000123
29764
FRONT OFFICE A/C BLOWER MOTOR- ATTIC
29765
AUTOMAT DRAG MAT (INFIELD DRAGGER)
29766
WOVEN WOOD PRIVACY SHADE RM 162
MASTER BEDROOM
29767
DOUBLE STEEL DOORS - DRYSDALE ROOM
WESTSIDE CONFERENCE
29768
FANCOIL TXV 5T A/C AIR HANDLER
MEDICAL ROOM
29769
MINI SPLIT 12K 230V A/C UNIT
ROOMS 117 & 189
29824
E -HACK ATTACK SOFTBALL PITCHING MACHINE
29825
MULT124HP 24K 3 ZONE A/C UNIT - RM 185
ROOM #185
29826
18K 230V EVAP A/C UNIT -RM 182
ROOM 182
29827
18K 230V EVAP A/C UNIT - RM 187
ROOM 187
29828
DINING ROOM A/C #3 COMPRESSOR
DINING ROOM
29831
LOCHINVAR PROPANE BOILER FOR KITCHEN
29837
DINING ROOM A/C #1 COMPRESSOR
29995
STALKER PRO II RADAR GUN
8109
29996
JACKIE ROBINSON ROOM COMPRESSOR
29997
18K 230V A/C UNIT - RM 115
30020
TUFFY WINDSCREEN BAT EYE 21'9"" X 59'4""
30021
GRANDAIRE 1.5 T A/C UNIT - RM 142
X174360383
30022
LENNOX 4 TON A/C UNIT - HALL OF FAME
1917H15861
30034
18K 230V EVAP A/C UNIT - RM 155
30035
18K 230V EVAP A/C UNIT - RM 155
30294
HASH MARK ALUMINUM STENCIL -FOOTBALL FLD
30297
GREE 3.5 TON A/C UNIT -LA WEST WING EQUIP
4816GS01417
30299
KOMBI BATT OPER FIELD STRIPER
30300
CONDENSOR & TIME CLOCK -WALK IN FREEZER
30323
15 & 20 TON SPLIT A/C SYSTEM W/DUCTWORK
29756
LOCHNIVAR GAS FIRED WATER HEATER
ROOM #172
C-7
ASSET
DESCRIPTION
SERIAL/PARCEL
30361
GREE 18K 230V A/C UNIT - RM 111
3717GS05567/3517GS05568
30406
WIFI ADDITIONS TO FIELDS 1-4
m
Exhibit "D"
Requisition Request
47
REQUISITION REQUEST NO.
DATE:
TOTAL DISBURSEMENT REQUESTED: $
REFERENCE: Facility Lease Agreement dated as of December _, 2018 (the "Lease")
between Verotown, LLC, as lessee ("Verotown"), and Indian River
County, Florida, as lessor (the "County")
as the Capital Reserve Account Agent (the "Capital Reserve
Account Agent") is hereby requested to disburse from the Capital Reserve Account established
in the Lease to the person, firm or corporation designated below as Payee, the sum set forth
below such designation, in payment of the cost of the items of authorized capital improvements,
eligible maintenance, repairs or replacements pursuant to the Lease.
The undersigned, on behalf of Verotown, hereby directs and instructs the Capital Reserve
Account Agent to pay $ in accordance with the invoices attached hereto as Exhibit A,
and certifies in connection with such direction that:
(a) The items described on Exhibit "A" hereto represent authorized capital improvements,
eligible maintenance, repairs or replacements which have been constructed or installed at the
Facility and the construction or installation of such authorized capital improvements, eligible
maintenance, repairs or replacements has been completed on or before the date hereof,
(b) Verotown has conducted such inspection and/or testing of the authorized capital
improvements, eligible maintenance, repairs or replacements as they deem necessary and
appropriate and have accepted the same; and
(c) The authorized capital improvements, eligible maintenance, repairs or replacements
described on Exhibit "A" hereto are covered against all risks pursuant to the policy of insurance
required by the Lease.
In the event Verotown is to be reimbursed for invoices previously paid by Verotown for such
items, written evidence of such prior payment and the amount thereof is also attached to this
Requisition Request.
Attached hereto are the following (check each item attached), each of which is true and correct in
all respects:
(__) A true copy of the applicable purchase order;
(_) Bills of sale for any component of the capital improvements, maintenance, repair
or replacement for which a bill of sale may be delivered; and/or
(__) A true copy of the Payee's statement or invoice.
48
4. Please disburse the following amount to the following Payee (if more than one Payee,
please attach additional pages hereto setting forth the following information):
Payee:
Amount:
Address:
Invoice No.:
5. To induce the County to approve this Requisition and authorize the Capital Reserve
Account Agent to disburse funds held in the Capital Reserve Account, the undersigned certifies
that there are no outstanding construction liens against the Facility.
6. The following constitutes an itemized list of attachments to this certificate (if applicable):
(a) Contractor's Application for Payment (AIA Forms G702 and G703).
(b) Architect's Certificate (AIA Forms G702 and G703).
[Remainder of page intentionally left blank.]
49
Vvhihit "V11'
Estoppel Certificate
ESTOPPEL CERTIFICATE
In connection with (the " ") being made by
a company, its successors and assigns
(" ") to ("CountyNerotown"), the undersigned
("CountyNerotown") states, represents and warrants to as follows:
(a) County entered into a certain Amended and Restated Facility Lease Agreement
with Verotown dated [and amended by that certain
to Tenant
dated 1 ([collectively,] the "Lease") leasing
a portion of the premises commonly known as
(the "Property").
(b) The description of the Lease is true, correct and complete, including all
amendments, supplements and modifications thereto. Attached hereto as Attachment A is a
true, correct and complete copy of the Lease. CountyNerotown has properly executed the Lease
and the Lease is in full force and effect.
(c) Verotown has accepted possession of the Facility, and all items to be performed
by CountyNerotown have been completed, except as follows (if none, so state):
(d) To the best of the undersigned's knowledge, no default on the part of
CountyNerotown exists under the Lease in the performance of the terms, covenants and
conditions of the Lease required to be performed on the part of CountyNerotown other than:
(e) Other information reasonably requested:
(f) CountyNerotown acknowledges and agrees that
the representations and warranties contained in this Certificate.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
50
is relying on
COUNTY / VEROTOWN:
Name:
Its:
Date: , 20
Attachment A to Estoppel Certificate
COPY OF LEASE
Exhibit "F"
Schedule of Non -Ad Valorem or Special Assessments
County Landfill Fee