HomeMy WebLinkAbout2001-2780
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Prepared By:
Santiago Fernandez, Esq.
Senior Vice President & General Counsel
Los Angeles Dodgers, Inc.
1000 Elysian Park Avenue
Los Angeles, California 90012
Record and Return to:
�p Robert C. Reid, Esq.
,J Bryant, Miller & Olive, P.A.
201 South Monroe Street, Suite 500
Tallahassee, Florida 32301
FACILITY LEASE AGREEMENT
1% THE RMor:^5 CIF
JET'' I Ei K. Bl,h
CLUiK CI113UIT COUNT
6:Gint� 111VER CO., FLA.
This FACILITY LEASE AGREEMENT ("Agreement") is made as of this 1st day of
September, 2000, by and between Indian River County, Florida, a political subdivision of the State
of Florida (hereinafter referred to as the "County"), and Los Angeles Dodgers, Inc., a Delaware
corporation (hereinafter referred to as the "Dodgers").
RECITALS
A. NNTIEREAS, the Dodgers own and operate the Major League Baseball team known
as the "Los Angeles Dodgers' (the "Team"); and
B. WHEREAS, since 1949, the Dodgers have conducted the Team's spring training
operations and played their springy; training home games at the facility located in Vero Beach, Florida,
and known generally as "Dodgertowr ' (the "FaciliW); and
C. WHEREAS. the Count- and the Cit' of Vero Beach recognize that the benefits to the
local community of having the Team conduct its spring training 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
D. N1'IIERI:AS. because of the aforementioned benefits to the communit•, the Countv
purchased the Facility pursuant to the Azi-eernent for Sale and Purchase dated September 1, 2(''00,
bet%%een the Dodgers and the Count', and "ill incur the debt service specified in this Agreement to
fund the Improvements contemplated herein and in the Development Agreement. which
Improvements are specifically designed to accommodate the Teams spring training needs; and
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E. WHEREAS, in recognition of the commitment made to the Team by the County and
the City of Vero Beach, the Dodgers desire to continue to conduct the Team's 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
F. WHEREAS, the County desires to retain the Team as the user of the Facility and to
have the Dodgers manage the Facility under the terms and conditions specified herein
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. By not later than the date of closing specified in the Escrow
Agreement, true and correct copies of all ofthe exhibits referenced in this Agreement shall be initialed
by the parties and attached to this Agreement, and such exhibits shall thereafter be incorporated into
this Agreement by this reference.
Section 1.02 Definitions. The following terms shall have the following meanings:
(a) Agreement means this Facility Lease Agreement between the Dodgers and the
County, and all of the attached exhibits.
(b) Bond Counsel means Bryant, Miller and Olive, P -A.
(c) Bond Resolution means that certain Bond Resolution or Resolutions to be
adopted for the issuance of the Bonds or other obligations for the acquisition of the Land, or
construction of the Improvements, or for any part thereof.
(d) Dkdu means the Bonds to be issued pursuant to the Bond Resolution.
(e) Caoital Re erre Account means the repair and replacement account as defined
in Section S 01, below.
(1) Capital Resen-e:lccount Agent means the bank or trust company identified
as such in the Capital Resen-e Account Agreement. 47-
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(g) Capital Reserve Account Agreement means the Capital Reserve Account
Agreement by and among the County, the Dodgers, and the Capital Reserve Account Agent,
governing the maintenance of the Capital Reserve Account.
(h) Cessation of Use is defined in Section 10.0.1, below.
(i) it • means the City of Vero Beach, Florida.
0) C.i1y Funds means the One Million Four Hundred Thousand Dollars
($1,400,000) to be provided by the City to the County pursuant to the Interlocal Agreement.
(k) Count means Indian River County, Florida, a political subdivision of the State
of Florida.
(1) Commy Funds means the funds to be provided to the Dodgers by the County
pursuant to the Development Agreement.
(m) Development Agreement means the Development Agreement dated September
1, 2000, by and between the County and the Dodgers for the construction of the
Improvements.
(-) Doditers means Los Angeles Dodgc;s, Inc., it DciaR'are Ctiipurdiluli.
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(o) Effective Date means the date upon which this Agreement is released to the
parties pursuant to the Escrow Agreement.
(p) Escrow ageht means the agent designated in the Escrow Agreement.
(q) Escrow Agreement means the Document Escrow agreement dated September
1. =000, between, among others, the parties hereto and which governs the Effective Date of
this :agreement and the other Project Documents.
(r) Existing Facilities means the baseball spring training facilities located on the
Land as they existed as of the Effective Date, including the spring training baseball stadium
known as "Holman Stadium," 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. four (4) baseball practice fields and two (2) half baseball practice fields.
(s) Facilit means. collectively, the Land. the Existing Facilities, and, as the
context wvarrants. the Improvements and any additional improvements hereafter constructed o
on the Land.
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(t) EEM means furniture, fixtures, and equipment.
(u) Holman Stadium means the baseball stadium improvements known as Holman
Stadium which is a part of the Existing Facilities.
(v) Improvements means the improvements to be constructed on the Existing
Facilities pursuant to.the Development Agreement.
(w) Independent Appraiser is defined in Section 10.07(b), below.
(x) Initial Term is defined in Section 2.01, below.
(y) Land means the real estate upon which the Facility is located, as described in
Exhibit A.
(z) Lease Year means a twelve month period commencing on May I of any
calendar year of the Tenn hereof and ending on April 30 of the following calendar year;
prodded, however, that the First Lease Year shall commence as of the Effective Date and end
on the first April 30'h following the Effective Date_
(aa) Liquidated Damages is defined in Section 10.05.
tiMain•�.�.n.e
C� �nra�dc means the standards jf mand(uVJ -—mrepair,
operations maintained by managers of comparable spring training
facilities in comparable
markets in the State of Florida in accordance with reasonable commercial practices then in
use_ The County hereby acknowledges and agrees that the manner in which the Dodgers
operated and maintained the Existing Facilities prior to the Effective Date of this agreement
was consistent with or exceeded the standards of maintenance, repair, and operations
maintained by managers of comparable spring training facilities in comparable markets in the
State of Florida
(cc) Major Leagueue Baseball means the Office of the Commissioner of Baseball,
Major League Baseball Enterprises, Inc., Major League Baseball Properties, Inc_, Major
League Baeball Properties Canada Inc, Baseball Television. Inc., anNor any of their
respective present or future affiliates, assigns or successors.
(dd) Parking Agreement means the Parking Agreement dated September 1, 2000,
by and between the Dodgers, the County_ and de Guardiola Development, Inc.. which, filler
Uha. governs parking rights for the Facility in connection with the adjacent land. o
(cc) PrQ;oa Dc--rment: means this Aureement. the Development agreement, the
Parking agreement. the Real Estate Co :tract, the Escrow• Agreement- and the Capital v
Re.er%e Account A_,ree-men' CJ1
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(f1) Real Estate Contract means the Agreement for Sale and Purchase, dated as
of September 1, 2000, which governs the sale of the Land and Existing Facilities by the
Dodgers to the County.
(gg) Renewal Term is defined in Section 2.02, below.
(hh) Repairs or eplacements means repairs or replacements made to the fixtures,
structures and/or improvements at the Facility after completion of the Improvements.
(ii) Retained Springy T2 raining Franchise Facility is defined by Section 285.1162,
Florida statutes, as a facility where a professional baseball team conducts its spring training
operations and plays its spring training home games, that was based in the State prior to
January 1, 2000, and is certified as such by the State of Florida Office of Tourism, Trade and
Economic Development.
0) Spring Training Home Games means only the spring training exhibition games
to be played by the Team at the Facility during spring training. Spring Training Home Games
do not include any spring training exhibition games played by the Team at any venue other
than the Facility, even if the Team is designated as the "home team" for purposes of playing
the game (e g., if the Team plays its last spring training games at Dodger Stadium, it may be
the home team but such games Hill not constitute Spring Training Home Games for purposes
hereof).
(kk) State Fund mean the funds to be obtained by the County pursuant to Sections
212-20 and 285.1162 for a Retained Spring Training Franchise Facility_
(11) Team means the Major League baseball team owned by the Dodgers and
known as the "Los Angeles Dodgers. -
(mm) Term means the Initial Term and any Renewal Terms
ARTICLE 11
TERNVOPTIONS TO RENE%VjRENT
Section 2.01. Initial Term. The "Initial Term' of this Aereement shall commence on the
Ef r.xiive Date and shall expire on April 30.2021. unless this agreement is terminated earlier by the
panies pursuant to the provisions hereof.
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Section 2 02 Renewal Term For purposes of this Agreement, a' Renewal Terni " means a �
term of five (5) years commencing upon the expiration of the Initial Term or the immediatelv ,y
preceding Renewal Tern-,. if any
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Section 2.03. Option to Renew'. The Dodgers shall have four (4) successive options to renew
this Agreement for a Renewal Term. The Dodgers shall exercise their right and option for each
Renewal Term by serving written notice upon the County of their election to exercise each said
option at least one (1) year before the expiration of the then -current Term. If the Dodgers fail to
provide such notice within the aforementioned time, then the Dodgers' right and option to renew shall
continue in full force until the County notifies the Dodgers that the renewal notice has not been
received and the Dodgers fail to exercise their renewal rights within sixty (60) days after receipt of
the County's notice, it being the intention of the parties that the Dodgers shall not lose any renewal
right through inadvertence. Each Renewal Term shall be upon the same terms and conditions as the
Initial Term.
Section 2.04. Rent. The Dodgers shall pay to the County the sum of One Dollar (S1.00) per
Lease Year as rent payable in advance.
Section 2.05. Option to Purchase. As provided in the deed to the County from the Dodgers
for the Land and Existing Facilities, if, at any time during the Term, the County offers to sell the
Facility, the Dodgers shall have a right of first refusal to purchase the Facility for the lowest purchase
price which the County would accept from any third party. The County shall not sell the Facility to
any third party during the Term until the Dodgers have been given written notice of the purchase
price and an opportunity to purchase the Facility for such price. In addition, immediately following
the date on which the Bonds have been paid and retired and continuing until the expiration or earlier
termination of the Term, if the Dodgers are still in possession of the Facility, then the Dodgers shall
have the option to purchase the Facility at the Facility's then fair market value, whether or rm the
County desires or has offered to sell the Facility to a third party_ The then fair market value of the
Facility shall be calculated in accordance with the provisions set forth in Section 10.07, below_
ARTICLE IIi
DODGERS' USE OF THE FACILITY
Section 3.01. 1 ease and Grant of Management Rights with Respect to the Facility. The
County hereby leases to the Dodgers, and the Dodgers hereby lease from the County, the Facility.
Except as otherwise provided in this agreement, the Dodgers shall have the exclusive right to use,
manage, and operate the Facility at their sole discretion in accordance with the terms and purposes
of this agreement. During the Term, the County shall not lease to or grant to any person other than
the Dodgers, the right to use, manage. or operate the Facility, subject to the provisions of Section
6.04, below.
Section 3 02 The Dodgers' Rights and Obligations. Except as specifically provided in this
Agreement, the Dodgers shall be exclusively responsible for managing. operating. and maintaining
the Facilitv at their sole discretion and expense during the Term in accordance with the Maintenance
Standards The Dodiers shall not cause, permit, or sutler am• waste or damage. disfigurement, or :v
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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.
Notwithstanding anything to the contrary contained in this Agreement, the Dodgers shall not be
responsible for ad valorem real estate taxes, if any, assessed or collected with respect to the Facility.
The County shall not remove any FF&E from the Facility and the Dodgers shall have the right, during
the Term, to use all FF&E in place prior to or after the Effective Date. During the Term, the Dodgers
shall have, but not be limited to, the following rights, responsibilities, and obligations in connection
with the Facility:
(a) At their sole discretion, control the scheduling and use of the Facility as a
publicly operated spring training facility for all baseball and non -baseball 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) 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 or any portion thereof, including any portion
located in the Facility, in good order, condition, and repair, in a clean, sanitary, and safe
condition, arid in accordance with all applicable laws and resalations;
(d) 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) Obtain and maintain all commercial general liability insurance necessary or
appropriate to inure the liability of the County, the City, and the Dodgers with respect to the
Facility and property insurance. The insurance, as it protects the County's and the City's
interest, shall be subject to the County's reasonable approval and shall cause the County and
the Cit} to be named as an additional insured on such policies. Further pro-,isions concerning
insurance are set forth in Section 14 05, below. A certificate of insurance evidencing proof
of such insurance shall be provided to the County and the City annually starting on the
beginning date of the Term and as further provided in Section 14 05, below;
( i) Set rates and charges for the use of the Facility by third parties;
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(c) :Advertise and promote all baseball and non -baseball events conducted at the
Facility, such advertising and promotion to mention or idemifi- the County and!or the City to
the extent practicable (the Dodgers understand the importance of promoting the County and
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the Citv and their image and desire and agree to assist in such regard).
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(h) 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
(i) Enter into lawful contracts in the Dodgers' 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. The Dodgers shall have the right, at their sole discretion, to
cancel or postpone any event to be held at the Facility, including, but not limited to, any Spring
Training Home Game.
Section 3.04. Books and Records. All books and records of the Facility specifically relating
to the Dodgers' responsibilities hereunder, except as the same may be specifically excepted from
public disclosure by any law, rule, regulation, or ordinance, shall be kept in accordance with generally
accepted accounting principles and shall be subject to inspection by the County at the Facility during
regular normal business upon two (2) days' prior written notice to the Dodgers. Books and records
shall include, but not be limited to, all records of expenditures from the Capital Reserve Account.
ARTICLE IV
MAINTENANCE RESPONSIBILITIES
Section 4.01. Dodgers' Rights and Oftations. During the Term, the Dodgers shall be
responsible for the repair, operation, and maintenance of the Facility, and shall have, but not be
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 thereof,
from their own funds, the Dodgers shall construct and pay for any repairs, replacement and
improvements for the Facility as are required:
(a) To satish, the Maintenance Standards;
(b) To comply with all applicable lams, ordinances and regulations, including, but
not limited to the requirements of the Americans with Disabilities Act of 1990 ('`ADA") and
any amendments thereto, including Title Il, Structural and Title Ili, Programmatic
accessibility Standards as well as any future additions; and
c) To meet the standards and regulations of Major League Baseball
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Section 4.03. Operation. The Dodgers shall provide and pay for, solely from funds of the
Dodgers 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, telephone, water, sewer, storm water, and materials.
Costs for which the Dodgers are responsible shall include, but not be limited to, taxes (except for ad
valorem real property taxes, if any, imposed upon the County in connection with the Facility), gas,
electricity and other utilities related to operation of the Facility, and production of all events taking
place at the Facility_
Section 4.04. axe The Dodgers shall pay all taxes associated with the operation of the
Facility, including, but not limited to, sales taxes, except that the County shall pay that portion of the
ad ►alorem real property taxes levied on the Land and all structures and improvements constituting
the Facility.
Section 4.05_ Limon. The Dodgers shall name a person to be the liaison to work with the
County with respect to coordinating the mutual responsibilities of the Dodgers and the County. The
Dodgers hereby designate fir. Craig Callan as the liaison unless and until a ne►v person is designed
in ►►Titing by the Dodgers.
Section 4.06_ Limitations. The Dodgers' 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) The Dodgers 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 the Dodgers.
(c) The Dodgersshall take no action which may result in the attachment of a lien
or cloud on the County's interest in or title to the Facility. If, as a result of the Dodgers'
actions, a lien or cloud is attached to the County's interest or title to the Facility, the Dodgers
shall immediately take all reasonable and necessary steps to remove such lien or cloud.
(d) The Dodgers shall not knowingly occupy or use the Facility for any purpose
or in am• manner that is unlawful
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(e) Except as such records relate to proprietary or confidential business functions
of the Dodgers, the Dodgers shall maintain all records concerning their responsibilities under
this Agreement which are either required to be maintained pursuant to applicable law or
which are necessary to verify the County's rights and the Dodgers' obligations under this
Agreement, which records shall be made available to the County at the Facility during regular
business hours upon two (2) days' prior written notice from the County.
(0 Within the policies and standards set by the County pursuant to this
Agreement, the Dodgers shall function as an independent contractor in fulfilling the duties
required by this Agreement_ All staff required by the Dodgers to accomplish their obligations
under this Agreement shall be employees of the Dodgers and not the County.
(g) The Dodgers take the Facility "as is," both as of the Effective Date and upon
completion of the Improvements, with no warranty from the County as to condition.
(h) The Dodgers shall provide, at their expense, all equipment necessary to
perform their responsibilities hereunder.
(i) Except as may be provided in the Development Agreement or this Agreement,
the Dodgers shall not undertake any capital improvements to the Facility Mthout the
permission of the County, which permission shall, when not otherwise governed by the
aforementioned Agreements, not be unreasonably v+ithheld.
6) If the County reasonably believes that the Dodgers' failure to comply with any
of their obligations under this Agreement involves a "life safety issue," as hereinafter defined,
the County shall have an immediate right to correct the life safety issue and the reasonable
costs and expenses incurred by the County in correcting the life safety issue shall be due and
payable by the Dodgers to the County within thirty (30) days after the submission of a
statement to the Dodgers for the payment of the same. if such amount is not paid when due,
it shall bear interest at the prime rate published by the JIM Street Jorimal from time to time
from the date that the Dodgers received the County's statement until the date payment w -as
made. For purposes of this Agreement, a "life safety issue' shall mean a situation which
imposes an immediate threat of bodily hart or death to any users or occupants of the Facility.
(k) Other than the Improvements, or except as authorized in this Agreement, the
Dodgers shail 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 shall not be unreasonably withheld The Dodgers
shall not make major alterations or modifications to the Facility without the prior written
approval of the County. wfiich approval sUl not be unreasonabiv withheld. Not%ithstandine
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the foregoing, the County acknowledges that the Dodgers may decide to augment or replace
the existing eighty-nine (89) unit hotel facility and the conference center at the Facility with
new housing units and an expanded meeting and dining center. Accordingly, the County
hereby approves such renovation and construction, provided it is undertaken by the Dodgers
in accordance with the ternis of this Agreement and consistent with the Maintenance
Standards. All such permanent improvements, alterations, or additions placed on the Facility
by the Dodgers shall be conveyed by the Dodgers to the County by a quit -claim deed upon
the completion of such improvements, alterations or additions.
(1) On or before the expiration date of this Agreement, or its earlier temtination
as provided herein, the Dodgers shall remove all of their personal goods and effects, repair
any damage caused by such removal, and surrender and deliver the Facility in its "AS IS"
condition. Any personal property or effects not removed within thirty (30) days after the
expiration date of this Agreement or its earlier tennination as provided herein shall be deemed
to have been abandoned by the Dodgers, and may be retained or disposed of by the County,
in its sole discretion, in accordance with applicable law.
(m) Upon the expiration or earlier termination of this Agreement, Dodgers shall
return the Facility to the County free and clear of any contractual obligations or other legal
encumbrances granted by the Dodgers, except utility easements and other encumbrances
necessary for the maintenance and operation of the Facility.
(n) The Facility shall not be used for the manufacture or storage offlareTna-ble,
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,
andlor typically found for use in comparable spring training facilities. For purposes of this
Agreement, "Hazardous Materials" shall mean any containment, chemical, waste, irritant
petroleum product, waste product, radioactive material, flammable or corrosive substance,
explosive, poly -chlorinated biphegls, asbestos, hazardous toxic substance, material or waste
of any kind, or any other substance that any environmental lacy regulates. "Hazardous
Materials' shall include, but not be 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
(o) If the Dodgers pay- the rent and comply with all other terms of this agreement,
the Dodeers may occupy- and enjoy- the premises of the Facility for the full Term and any
renewals thereof, subject to the provisions of this Agreement
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ARTICLE V
SPRING TRAINING HOME GMIES
Section 5.01. Spring Training Home Games. Except if the Dodgers are prevented from doing
so by any of the events described in Article XV, below, or by a rule, regulation, directive, order,
bulletin, or agreement of Major League Baseball, the Dodgers shall, each Lease Year during the
Term, cause the Team to play at least ten (10) Spring Training Home Games at the Facility. Nothing
contained in this Agreement shall restrict or prohibit the Dodgers from causing or allowing the Team
to play spring training games in stadiums, venues, or facilities other than the Facility, or from playing
the balance of the Team's annual spring training games away from the Facility after ten (10) Spring
Training Home Games are scheduled to be played at the Facility during the applicable spring training
period.
Section 5.02. Rules and Regulations. The Dodgers shall comply with all applicable laws,
ordinances, rules and regulations, including, but not limited to, the rules, regulations, directives,
orders, bulletins, or agreements of Major League Baseball.
ARTICLE VI
COU7TY'S USE OF THE FACILITY/PARKIIG AGREEMENT
Section 6.01. Right of EntrX. During the Term, the County shaii have lite rigid 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 the
Dodgers (or %%ithout prior notice in the event of a "life safety issue' as defined in Section 4.066),
above, but % ith immediate notice thereafter).
Section 6.02. Advertising and Promotion. If; during the Term, the Dodgers have any unsold
advertising display space (e.g., billboards, outfield signs, etc.) at the Facility, then, subject to the
Dodgers' prior reasonable approval as to the content, design, frequency of display, and placement
of any such advertisements or promotional materials, the County shall 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. Nothing contained in this
Agreement shall require the Dodgers 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 the Dodgers shall have
priority ofuce over such advertising display space In addition. nothing contained in this Agreement �
shall require the Dodgers to create new advertising display space or to increase the amount �D
advertising display space, nor shall the Dodgers be prohibited or restricted from decreasing the Y
amount advertising display space at the Facility N
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Section 6.03. Right to Use the Facility. In addition to all of the rights specifically granted to
the Dodgers in this Agreement, the Dodgers shall have the right to use the Facility in any manner
and/or for any lawful purpose that the Dodgers deem appropriate in exercise of their 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
shall have the right to use Holman Stadium and/or the practice fields for up to twenty (20) days per
Lease Year at no charge to the County (other than reimbursing the Dodgers for any operating
expenses incurred by the Dodgers 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 shall be selected by mutual agreement of the parties; provided that, if the parties cannot agree
on the dates, the Dodgers' reasonable selection of dates shall be final and controlling. The County
may use Holman Stadium and/or the practice fields only for functions which do not compete with
revenue -generating events which may otherwise be arranged by the Dodgers. Moreover, the
County's use of Holman Stadium and/or the practice fields must not interfere in any way with the
Dodgers' use and quiet enjoyment of the Facility. The County shall 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 shall 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 shall be entitled to retain the revenues from ticket sales for its
events, and, with the prior consent of the Dodgers, concessions sold during the events when Holman
Stadium and/or the practice fields are utilized by the County; provided, however, that the Dodgers
shaii not be required to provide concession services andior any other services during any County
event. In all cases, the Dodgers shall be reimbursed by the County for any operating costs and
expenses incurred by the Dodgers 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, and the like provided by the Dodgers. Prior to using Holman Stadium
and'or the practice fields as provided herein, the County shall cause the Dodgers to be named as an
additional insured on the County's general liability insurance policy and shall deliver to the Dodgers
a cenificate of insurance which verifies the existence of the policy and the fact that the Dodgers are
named as an additional insured
Section 6.05. P The parties hereby acknowledge and rearm the parking rights that
they have granted pursuant to the Parking Agreement.
ARTICLE X711
REVENUES
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Section 7 01 Revenue: Dunne the Term. the Doduers shall control_ collect, receive, and
retain all revenues generated by any mean., at or in connection with the Facility, including. but not �
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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, Facility naming 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).
Section 7.02. Naming Rights. At all times during the Term, the Dodgers shall have the right,
at their sole and absolute discretion, to sell naming, affiliation, and/or sponsorship rights in and to
Holman Stadium and/or any portion of the Facility and/or to change the name of Holman Stadium
and/or any portion of the Facility without the prior review and/or consent of the County. Any and
all revenues derived from the sale of naming, affiliation, and/or sponsorship rights in and to Holman
Stadium and/or any portion of the Facility shall be retained solely by the Dodgers.
ARTICLE Vill
CAPITAL IMPROVEMENTS AND REPAIR
Section 8.01 _ Capital Reserve Account. During the Term (until depleted), the Dodgers shall
establish a trust account with a depository (the "Capital Reserve Account") in which County Funds
shall be deposited pursuant to the Capital Reserve Account Agreement. The Capital Reserve
Account shall be funded and maintained in accordance with the provisions of the Capital Reserve
Account Agreement_ All funds in the Capital Reserve Account shall be County Funds. All
withdrawals from the Capital Reserve Account shali require the co -signature of the County
Administrator or his designee. The Capital Reserve Account shall be used by the Dodgers in making
all Repairs and Replacements to the Facility. The Dodgers shall consult with the County with respect
to any expenditures from the Capital Reserve Account and any such expenditures shall be subject to
the approval of the County, which approval ++ill not be unreasonably . ithheld and shall be granted
in accordance with the Capital Reserve Account Agreement. Any amounts remaining in the Capital
Reserve .account at the expiration of the Term or earlier termination of this Agreement shall be paid
to the County. The Dodgers shall be solely responsible for the cost of any Repairs or Replacements
which exceed the Finds available in the Capital Reserve Account and any applicable available
insurance proceeds from policies of insurance provided at the Dodgers' expense.
Section 8.02 Contributions to the Capital Reserve Account. On or before March 31, 2001,
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 52,000,000. Any part of said 52,000,000 that is not expended
by the expiration of the Term or earlier termination of this agreement shall be paid to the County at
such time
Section 8 03 Facility Improvements The County and the Dodger agree that upon the
completion of the "Improvements • listed in Exhibit B. hereto, and more specifically described in the
Deevelopment Acreemenl, the Facility +ill he acceptable for use by the Dodgers as a Retained Spring
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Training Franchise Facility. The County shall pay for the Improvements, but its obligation shall be
limited to providing Seven Million Dollars ($7,000,000) of net Bond proceeds, together with any
portion of the Capital Reserve Account determined by the County and the Dodgers to be needed for
such purpose. The Improvements shall be commenced and completed in accordance with the
Development Agreement. The Dodgers shall (a) pay any additional costs ofthe Improvements beyond
such S7,000,000 and the funds in the Capital Reserve Account, and (b) be solely responsible for the
costs of any additional improvements voluntarily undertaken by the Dodgers at the Facility. Subject
to the foregoing conditions, the Dodgers, with the assistance of the County as provided in the
Development Agreement, shall cause the construction of the Improvements to be completed by
February 15, 2002, or such later date as may be determined by the Dodgers with approval of the
County, which approval shall not be unreasonably withheld.
ARTICLE IX
DOCUZ4ENTS AID CERTIFICATES
Section 9.01. Documents. and Certificates_ Each party shall supply to the other such
documents and certificates as are reasonably available or procurable, and necessary for the purpose
of obtaining certificates from the State of Florida Office of Tourism, for the issuance of the Bonds,
or for any other purpose reasonably related to the obligations of the parties hereunder, including, but
not limited to, the County's funding or administration of this Agreement and ownership of the
Facility, or to consummate the transactions described in this Agreement.
ARTICLE X
DEFAULT/REMEDIES
Section 10.01. Dodgers' Default. The occurrence of anyone or more of the following events
constitutes a "Default"' by the Dodgers under this Agreement.-
(a)
greement:
(a) Failure by the Dodgers 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 the Dodgers,
provided, however, that the Dodgers shall 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 Dodgers commence such cure and diligently proceed to complete the same
thereafter,
(b) The levy upon. under execution or the attachment by legal process, the
Dodgers' interest hereunder, or the filing or creation of a lien in respect of such interest, —
%%hich levy, attachment. or lien is not released. discharged or bonded against within one Nip
hundred eight- (1 80) days from the date of such filing.
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(c) The Dodgers are finally adjudicated insolvent or bankrupt or admit in writing
their inability to pay their 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 the Dodgers
or for the major part of their property;
(d) A trustee or receiver is appointed for the Dodgers 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;
(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 the Dodgers, and, if instituted against the
Dodgers, are allowed against them or are consented to by them or are not dismissed within
one hundred eighty (180) days after such institution, to the extent permitted by law; or
(f) The Dodgers are in default under the Development Agreement and such
default continues for thirty (30) days after written notice thereof has been delivered by the
County to the Dodgers; provided, however, that the Dodgers shall 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 Dodgers commence such cure and diligently proceed to
complete the same thereafter_
If a Default incurs, tilc Cllllnty dial lia: a Ute fliiiS drid rem. cd te5 Sci lurth Iii ills Ar'rccLi%Pu, :+'iiCli
shall be distinct, separate, and, to the extent not mutually exclusive, cumulative, and shall not operate
to exclude or deprive the County of any other right or remedy allowed it by law or equity.
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 the
Dodgers' remedies on account thereof are not otherwise specifically provided for in this Agreement,
and if such failure shall continue for thirty (30) days after notice thereof has been delivered by the
Dodgers to the County, then the County shall be deemed to be in Default hereunder; provided,
however, that the County shall 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.
Section 10.03. Rgmedie In the event of a Default by either party (other than a Cessation
of Use by the Dodgers), the party not in Default shall 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
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Section 10.04. Cessation of Use by the Dodgers. If, at any time during the Initial Term
(and not a Renewal Term), the Dodgers lose the right to own the Team, or to hold Spring Training
Home Games in the Facility, or othenvise cease to conduct their spring training operations and/or
Spring Training Home Games at the Facility, such event shall constitute a "Cessation of Use" of the
Facility by the Dodgers. Notwithstanding anything to the contrary contained in this Agreement, a
Cessation of Use of the Facility by the Dodgers shall entitle the County to terminate this Agreement
by giving the Dodgers ten (10) days' written notice of termination. The Dodgers shall have ten (10)
days after receipt of the aforementioned notice of termination to renounce the Cessation of Use by
confirming to the County their intention to continue to use the Facility during the Initial Term as the
spring training facility for the Team. A termination pursuant to the provisions of this Section 10.04
shall become effective upon the expiration of the Dodgers' ten (10) day cure period.
Section 10.05_ Liquidated Damage. If this Agreement is terminated by the County during
the Initial Term as the result of a Cessation of Use by the Dodgers, then the Dodgers shall pay to the
County, as "Liquidated Damages" and in lieu of all other remedies and/or damages of any type which
may be available to the County, the entire amount required by the County to defease or retire the
Bonds, together with any fees, expenses and costs incurred by the County to so defease or retire the
Bonds.
Section 10.05. Repurchase By_Dodger s. If the Dodgers are required to pay the Liquidated
Damages specified in 10.05, above, the Dodgers shall be entitled to repurchase the Facility (including
the Land) from the County at a price equal to the Facility's then fait market value, less the amount
of any Liquidated Damages paid by the Dodgers to the County hereunder. The then fair riiarket value
of the Facility shall be calculated in accordance with the provisions set forth in Section 10.07, below.
Section 10.07. Calculation of Fair -Mark -et Value. For purposes of a repurchase of the Facility
by the Dodgers pursuant to this Agreement, the then fair market value of the Facility shall be
determined by the following procedure:
(a) The Dodgers and the County shall each select an independent M.A.I.
appraiser.
(b) The appraisers selec--ted by the Dodgers and the County shall then select a third
appraiser known as the "Independent appraiser The Independent Appraiser shall determine
the then fair market value of the Facility using the highest and best use method.
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ARTICLE XI
ENFORCEABILITY
Section 11.01. Binding Effect: EnforceabilitX. 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. Assienment. 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 the Dodgers
to any person or entity who acquires the Team (by any form of acquisition), with the approval of
Major League Baseball, provided that any such assignee explicitly assumes in writing the Dodgers'
duties and responsibilities under this Agreement (in which case the liability of the Dodgers shall cease
with respect to liabilities accruing from and after such transfer).
Section 12.02. Sublease. The Dodgers may sublease, at any time during the Term, any
portion of the Facility, including, but not limited to, guest rooms, residential units, offices, practice
fields, the clubhouse, weight room, and/or conference facilities located at the Facility_ All revenues
derived from subletting any of the foregoing shall be retained solely by the Dodgers. Army such
sublease shall remain subordinate to this Lease.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Notices army 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
1840 26` Street
Fero Beach, Florida 32960
Attention Countv administrator
Phone (561)567-8000 Ext 1408
Fax 061)978-1822 _
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If to the Dodgers: Los Angeles Dodgers, Inc.
Dodgertown
P.O. Box 2887
Vero Beach, Florida 32961
Attention: Mr. Craig Callan
Phone: (561)569-4900
Fax: (561)770-2424
Copy to: Los Angeles Dodgers, Inc.
1000 Elysian Park Avenue
Los Angeles, California 90012
Attention: Santiago Fernandez, Esq.
Senior Vice President & General Counsel
Phone: (323) 224-1312
Fax: (323)224-1595
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, and the Project
Documents constitutes the entire agreement between the parties and supersedes all prior or
contemporaneous agreements (whether oral or written) between them.
Section 13.04_ Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida.
Section 13.05_ Counte[par This Agreement may be executed in two or more counterparts
which have been sigred and delivered by each of the parties (a party may execute a copy of this
Agreement and deliver it by facsimile transmission; 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 shall be Circuit Court for the Nineteenth
Judicial Circuit, in and for Indian River County, Florida Division. Each party waives any defense,
whether asserted by motion or pleading. that the Indian River Circuit Court is an improper or
inconvenient venue Moreover, all parties to this Agreement, persons and entities alike, consent to
the personal jurisdiction of the Circuit Court. Nineteenth Judicial Circuit, in and for Indian River
County, and irrevocably waive any. objections to said jurisdiction.
Section 13 07 Effective Date This Agreement shall be etTective on the date of delivery of
this Agreement by the Escrow Agent in accordance with the Escrow Agreement
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Section 13.08. Time of Essence. Time is of the essence in the performance of this
Agreement.
Section 13.09. Damage to Property. The Dodgers shall not have any liability for loss or
damage to property owned or leased or otherwise in the possession, control, or custody of the
County, that is wrongly or incorrectly on the premises of the Facility, unless such damage is caused
solely or partially by the Dodgers' negligence or willful misconduct, in which case the Dodgers shall
be liable for only the portion so caused.
Section 13.10. Consequential Damages. Under no circumstances shall either party or any
of its subcontractors, suppliers and vendors be liable to the other party for any indirect, special,
incidental, and/or consequential damages, including, but not limited to, loss of profits or interruption
of business, whether such damages are alleged in tort, contract, indemnity, or otherwise, even if such
party has been apprised of the possibility of such damages. To the extent permitted by law, each party
hereby releases the other and its subcontractors, suppliers and vendors therefrom_
Section 13.11. Heading . The headings used herein are for convenience of reference only
and shall not constitute a part hereof or affect the construction or interpretation hereof.
Section 13.12. Severabili If any clause, provision, or section hereof is held illegal, invalid,
or unenforceable by any court, the illegality, invalidity, or unenforceability of such clause, pro -vision
or section shall not affect any of the remaining clauses, provisions, or sections hereof, and this
Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable clause,
pro%ision 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, shall operate as a waiver
thereof, nor shall 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 herein.
Section 13.14. _TSrminoloAll personal pronouns used herein, whether used in the
masculine, feminine, or neuter Bender, shall include the singular.
Section 13 1 -5_ Third Pam- Beneficiarv. No person other than the Dodgers, the County, the
Indemnified County Parties, the Indemnified Dodgers Parties, and the successors and assigns of such,
shall have anv fights whatsoever under this aereement
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Section l? 16 Radon Notice Chapter 88-28-5_ Lars of Florida. requires the following notice
to be provided pith respect to the contract for sale and purchase of any building. or a rental
agreement for anv building` and the parties hereto acknol%led;ge and confirm receipt of the folloti►ing v
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"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.
ARTICLE XIV
INDE'f\IFICATION AND INSURANCE
Section 14.01. Indemnification by the Dodgers. To the fullest extent permitted by law, the
Dodgers shall indemnify, protect, and hold the County and the City and their officers, agents, and
employees, and each of their 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 the Dodgers and/or
occurring in, on, or about the Facility to the extent such injury or damage is caused by the Dodgers,
or the Dodgers' agents, contractors or employees, but not to the extent caused by the negligence or
Willful misconduct of the Indemnified County Parties. In the case of any action or proceeding being
brought against the Indemnified County Parties by reason of any such claim, Dodgers, upon notice
from the Indemnified County Parties, shall defend the same at the Dodgers' expense by counsel
reasonably satisfactory to the County.
Section 14 02 Indemnification by the Count To the fullest extent permitted by law, the
County shall indemnify. protect, and hold the Dodgers and their officers, agents, and employees, and
each of their respective successors and assigns (collectively, the "Indemnified Dodgers Parties")
harmless from and defend the Indemnified Dodgers 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 County, o
or the Count}' s agents. contractors or employees. but not to the extent caused by the negligence or
Willful misconduct of the Indemnified Dodders Parties In the case of am- action or proceeding being t-
brought against the Indemnified Dodgers Parties by reason of any such claim, the County. upon y
notice from the Indemnified Dod<<ers Parties, shall defend the same at the County .s expense by =�
counsel reasonably satisfactory to the Dodecrs
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Section 14.03. Definitions. As used in this Agreement, "liabilities" shall mean all liabilities,
claims, damages (excluding consequential damages), losses, penalties, litigation, demands, causes of
action (whether in tort or contract, in law or equity or othenvise), suits, proceedings, judgments,
disbursements, charges, assessments, and expenses (including reasonable attorneys' and experts' fees
and expenses incurred in investigating, defending, or prosecuting any litigation, 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" shall mean 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 shall
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
remainder of the Term and any renewals thereof, the Dodgers shall maintain, at their sole cost, the
following insurance:
(a) A commercial general liability insurance policy in an occurrence form covering
the insured against all bodily injury and property damage liability that may rise or be claimed
due to the Dodgers' use of the Facility in a minimum amount of coverage of One Million
Dollars (S1,000,000) for injuries to persons in one accident, One tiiriiion Dollars (S 1,000,00"
for injuries to any one person and One \Million Dollars (S1,000,000) for damages to property.
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 the Dodgers of the indemnification
provisions set forth in this Agreement.
(b) Special forst (all risk) property insurance covering (1) the Facility, including,
but not limited to, any additional improvements undertaken by the Dodgers, in an amount not
less than one hundred (100°0) 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.
The proceeds of such irLstrance shall be used for the repair or replacement of the property so
insured
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(c) All of the insurance policies required under Sections 14.05(a) and 14.05(b),
above, shall be effected from insurance companies recognized by and licensed in the State of Florida,
and provide a Notice of Cancellation or material Coverage Change provision of thirty (30) days'
notice in favor of the County. The Dodgers shall provide the County and the City with a duly
executed Certificate of Insurance for each such policy. The Dodgers shall maintain the Certificate
of Insurance on file with the County at all times during the Terni. The policies required under
Sections 14-05(a) and 14.05(b), above, shall name the County and the City as an additional insured.
(d) If the Dodgers fail to famish the Certificate(s) of Insurance as required above,
the County may, after notice and an opportunity to cure as set forth in this Agreement, obtain
the insurance, and the premiums on that insurance shall be deemed additional rent to be paid
by Dodgers to the County on demand. Dodgers shall be responsible for securing, at their own
expense, whatever insurance coverage they may desire on the contents of the Facility. All
Certificates of Insurance required by this Lease shall be provided on a standard ISO form.
(e) Any insurance required of the Dodgers under this Agreement may be furnished
by the County under a blanket policy so long as and provided such policy. -
(1) complies with all other terms and conditions contained in this
Agreement-, and
(2) contains an endorsement that identifies with specificity the particular
address of the Facility as being covered under the blanket policy.
ARTICLE XV
FORCE MAIEI,RE
Section 15.01. Force Majeure Event. Should any fire or other casualty, act of God,
earthquake, flood, hurricane, lightning, tomado, epidemic, landslide, war, riot, civil commotion,
general unavailability of materials, strike, slowdown, labor dispute, governmental laws or regulations,
or other occurrence beyond the Dodgers' or County's control ('Force Majeure Event") prevent
performance of this agreement in accordance with its provisions, performance of this Agreement by
either part shall 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, if
Dodgers detemtir:e. at their sole discretion, that the undamaged portion of the Facility is still suitable
for their spring training operations_ then this agreement shall continue in full force and effect with C)
no adjustments in the obligations of the parties, and the Dodgers shall restore the Facility as soon as ._
posgble from the insurance proceeds or the Dodgers' own funds
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Section 15.03. Facile Not Suitable for Use. In the event of total or partial destruction or
damage of the Facility, if the Dodgers determine at their sole discretion that the Facility is not suitable
for their spring training operations and/or cannot be used as the venue for their Spring Training Home
Games, then this Agreement shall be suspended immediately until the Facility is repaired. Within
twelve (12) months of the event of such total or partial destruction or damage, the Dodgers, with
assistance of the County, but not at County expense, shall begin to repair or rebuild the Facility using
the proceeds from the property insurance for that purpose and shall diligently pursue such repair or
rebuilding until completed. Once the Dodgers contract with an Architect or an Engineer or Design
Build firm to draw plans for the repair or rebuilding of the Facility, the Dodgers shall be deemed to
have begun the repair or rebuilding of the Facility. This Agreement shall continue to be suspended
until the Facility is suitable for the Dodgers' spring training operations and as a venue for their Spring
Training Home Games.
ARTICLE XVI
ADDITIONAL IMPROVEs4ENTS
Section 16.01. Improvements. The Improvements, generally described in Exhibit B, shall be
contracted in accordance v+ith and pursuant to the Development Agreement. Notwithstanding the
foregoing, the County hereby acknowledges that the Dodgers may desire to modify the Improvements
described in Exhibit B (e.g., to add new housing units). Accordingly, the County shall approve any
modifications to the Improvements hereafter requested by Dodgers so long as such modifications are
designed to enhance the Facility and make it more useful to the Team and the Dodgers.
Section 16.02. Additional Improvements. Nothing contained in this Agreement shall restrict
or prohibit the Dodgers from making improvements to the Facility which are not described as
'Improvements' hereunder or in Exhibit B,- provided that the Dodgers shall notify the County of such
additional improvements before the Dodgers undertake to make them.
ARTICLE XVII
ZO\ING A\D PERMITTING
Section 17.01. 'Zoning and Permitting. It shall be the sole obligation of the Dodgers, with
assistance from the County, but not at County expense, to obtain any permits and'or zoning changes
which may be required to construct the Improvements and any additional improvements which the
Dodgers 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 the Dodgers as may be reasonably required, to enable the
Dodgers to obtain any permits ardor zoning chances for the Improvements and any additional
improvements. including. but not limited to, by joining in any applications for such permits and'or `.
zoning changes
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ARTICLE XVIII
CONSENTS AND APPROVALS
Section 18.01. Granting or Failure to Gran Approvals or Consents. All consents and
approvals which may be given by a party under this Agreement shall, 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, shall not be 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 shall not (whether or not so indicated elsewhere in this Agreement) be
unreasonably withheld or conditioned by such party and shall 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.
(a) 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 shall 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 AGREEMENTI'
BETWEEN I\'DIAN RIVER COUNTY AND LOS ANGELES DODGERS,
INC. SHALL CONSTITUTE AUTOMATIC APPROVAL OF THE
MATTERS DESCRIBED HEREIN WITH RESPECT TO SECTION
[] OF -SUCH FACILITY LEASE AGREEMENT."
Section 18 04 Approvals for the County The County hereby agrees that, subject to
applicable law sand reputations, the County Administrator (or the County Administrator's authorized �
designee) shall be authorized to grant consents or approvals on behalf of the County with respect to —_
this agreement 4
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Section 18.05. No Fries. etc. Except as otherwise expressly authorized in this Agreement,
no fees or charges of any kind or amount shall 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 shall 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).
IN WITNESS THEREOF, the undersigned have executed this Agreement as of the day and
year first above written.
[Seal]
Date: ( 1- ! - 'f'0
STATE OF FLORIDA )
)ss:
COUNTY OF INDIAN RIVER )
INDIAN RIVER COUNTY, FLORIDA,
ASLESSOR
By
Its: Chairman
Attest.
Clerk
APPRO\rE-D'A52.6FORM AIND
LEGAL SL;FFICIENCY
By:
County Attorney
The foregoing instrument was acknowledged before me this 7 rn day of
;t N AL %- , =00o. bv -I,e , ; %e- A-I.L: . as Chairman of Indian River
County-, Florida, a political subdivision of the State of Florida, on behalf of such political subdivision.
She is personally known to me or produced a valid drivers license as identification.
Notary Public '
—
Print Name LF :. • • i�,
v
My commission expires
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elit'
Date: . �7�j /Dv
STATE OF tekli Lr•n: )
)ss:
COUNTY OF )
LOS ANGELES DODGERS, INC.,
AS LESSEE
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The foregoing instrument was acknowledged before me this I— day of
2000, by 8.-1;,gn Vg_rw dry , as, .A+4 L of Los Angeles
Dodgers, Inc., a Delaware corporation, on behalf of such corporation. He is personally kno%%m to me
i%'A DJENAS
Com'^ss'onf k -44M I Notary Public
No:ay R.bGc - Cofifortin Print Name_ Trm Qsa S
Los Mgeles Cau5epttitr
rWCa_ EVh3430 'My commission expires:
EXHIBITS:
Exhibit A Legal Description of Land
Exhibit B Description of Improvements to the Facility.
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EXHIBIT "A"
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 34`'AVENUE, A 90
FOOT RIGHT-OFAVAY) 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 09°30'08"; THENCE SOUTH ALONG SAID CURVE, A DISTANCE OF 186.60 FEET;
THENCE SOUTH 20006'57" WEST, A DISTANCE OF S2.11 FEET TO THE POINT OF
CURVATURE OF A TANGENT CURVE, CONCAVE TO THE EAST, HAVING A RADIUS OF
1825.56 FEET AND A CENTRAL ANGLE OF 19'54'25'; THENCE SOUTH ALONG SAID
CURVE, A DISTANCE OF 634.38 FEET; THENCE SOUTH 000 1232" NEST, A DISTANCE OF
55.06 FEET TO A POINT ON THE NORTH RIGHT-OFAVAY LINE OF INDIAN RIVER
FART IS DRM% NAGE DISTRICT :;AIN CANAL (300 FOOT RIGHT-OF-WAY); THENCE
ALONG SAID NORTHERLY RIGHT-OFAVAY LINE SOUTH 69022'53" WEST, A DISTANCE
OF 4S2.50 FEET; THENCE NORTH 15050'35" WEST, A DISTANCE OF 50.17 FEET TO A
POINT 50.00 FEET NORTH OF AFORESAID \LAIN CANAL NORTH RIGHT-OF-11'AY LINE;
THENCE SOUTH 69022'53 WEST ALONG SAID LINE PARALLEL AND 50.00 FEET NORTH
OF SAID MAIN CANAL NG2TH RIGHT-OF-WAY LINE, A DISTANCE OF 1001.21 FEET;
THENCE NORTH 18'1.5'26" 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 00'14'21" EAST, A DISTANCE OF 576.82
FEET TO A POINT 30.00 FEET SOUTHERLY OF THE NORTH LINE OF SECTION 3.
T0N1'\SHIP 33 SOUTH. RANGE 39 EAST; THENCE SOUTH 89°45'39" EAST ALONG LINE
BEING 30.00 FEET SOUTHERLY OF A\D PARALLEL WITH SAID SECTION LINE, A
DISTANCE OF 2557.93 FEET TO THE POINT OF BEGINNING.
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E.YHIBIT B
Los Angeles [lodgers - Fero [leach, Florida
Opinion of Probable Baseball lmpro% menu Costs per
deGuardiola Conceptual Master Plan - July 13, 2000
Concept No. 2 (Revised)
f i HEN I OVA.ITITF I C_P_ 1 AMOUNT I
.J.slinor League Operations —
z
Full Fields - sand based imphori surface, sub -surface drauta¢c
2
S 400,000]
S
800,0()()
! RIf Field - sand based. lrncatmr, surfamsub-sulfate dlaina¢e
—_
i
S 150,000
S
150,0611
New Outdoor Banmg Cages
8
S 7,500
S
60.000
Observation Tower! Restroouu
Lump
Sum
a a
S
150,000
Existine Structure Modifications
_Lamp
Surn
n.•a
S
750,000
General'Sitework
Lump
Sum
n.a
S
-7+S.CC%
_
"Subtotal A.iS
2,645,0110
~"Excludes Load Ac uisition Casa
1
1
B. Major League Operations
Full Fields (E)dstin ' - Im rovements' Hud et
2
S 250,000
S
500,000
Half Field (Euisti.nu' - Lm riivements Budget
1
S 100,000
S
100.000
Co-.ered Batting Structure
Lump
Sum
IL4
S
400,000
(General Sitewolit
Lump Sum
ma
is
375,000
I
Subtotal B.
$
1375.000
C. Holman Field
Re lace Piatiw Field ILwrpSurn
na
S
500,000
tGeneral Sitmork
L un
Sutn I
aa
5
500,000
i W&mine T lack Drains c ln, ro,6ements 1
'.-um
Sum
aa
I S
:OO�OOQ 1►
1 N1:5c Stadium Repairs iryc. Pass Bor impraLemuus
LumpS•:rn
a a
i C
150,000
aradc Exisune Maintenance Building
Lcmv Sum
aa
IS
100.000
Clubhouse FacdiTv
Lump
sum
n a
Is
2,000,000
I
I
1- I Subtotal C
`- t
^
S
3.340,0017
Imo`
�r�iarn+mrmch kd:n FF d EC:+rurryecncy (
(
t
i 1
I 1
_
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-- -- .. SliBTOTAL.1i
!-
—
is
i r
2,:70.000 I
i 1'7A Mtn
IU`o >WI It Lis l°I,1W% P1 e l VOLLUiCali i —
'•[OfA[.1 I S 8.844,0001
F alludes Land .{cquisixioc (.oan
S6SO�o9ZIIUD
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