HomeMy WebLinkAbout2000-224i
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MEMORANDUM OF UNDERSTANDING
THIS Memorandum of Understanding, dated as ofJuly 24, 2000, shall be cffective as of the last
signature date hereof, by and among Indian River County, Florida, a political subdivision of the State of
Florida (the "County"), the City ofVcro Beach, Florida, a municipal corporation (the "City), Los Angeles
Dodgers, Inc., a Delaware corporation, and Fox Baseball Holdings Incorporated, a Delaware corporation,
the owner of record of the Land (collectively, the "Dodgers") and de Guardiola Development, Inc., a
Florida corporation (the "Developer").
WITNESSETH
WHEREAS, Dodgers own and control the land consisting of approximately 64.03 acres described
in Exhibit "A" hereto (the "Land"); and
WHEREAS, for over fifty years, the Dodgers have owned and operated the spring training and
conference facility known as "Dodgertown," which is located on the Land and is comprised of Holman
Stadium, an eighty-nine (89) unit hotel facility, a conference center with meeting and dining rooms, a
clubhouse and weight room, in -door batting and pitching cages, four (4) full baseball practice fields, and
two (2) half baseball practice fields (collectively, the "Existing Facilities"); and
WHEREAS, the Dodgers desire to sell the Land and Existing Facilities to the County, and, in
conjunction with fire Developer, to develop other land owned by the Dodgers within the municipal limits
of the City into a mixed use town concept which will reflect the ambiance and tradition ofDodgertown; and
WHEREAS, (lie County intends to finance its obligations tinder the Real Estate Contract (as
defined in Section l (A), below) and the Development Agreement (as defined in Section 2(A), below), in
pail, by means of one or more series of revenue bonds to be issued by the County (the "Bonds"); and
WHEREAS, the parties now desire to identify the general tennis and conditions pursuant to which
they shall negotiate in good faith to draft and execute the various agreements whereby (1) the County shall
acquire the Land and Existing Facilities from the Dodgers, (2) the County shall lease the acquired Land and
Existing Facilities to the Dodgers, and (3) the Dodgers shall, on behalf of the County and at the County's
cost and expense (as described in Section 3(B), below), improve and/or repair die Existing Facilities andkir
replace the Existing Facilities with new improvements (the "Improvements").
NOW THEREFORE, the parties hereto agree as follows:
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Section 1. Ren] Estate Contract
(A) The County and the Dodgers shall negotiate a Real Estate Sale and Purchase Agreement
(die "Real Estate Contract") pursuant to which the County shall purchase the Land and all Existing
Facilities, "as is," from the Dodgers for a purchase price of Ten Million Dollars ($10,000,000), payable
to full in cash at closing. The Real Estate Contract shall be a standard form agreement which shall include
the usual and customary covenants employed in such types of commercial real estate transactions in
Florida, with all of the customary costs and expenses to be prorated or shared, as the case may be,
between the County and the Dodgers, except that the Dodgers, as seller, shall be solely responsible for any
state and/or local taxes levied on the Land (regardless of when such taxes are payable) prior to the date
that the County takes title to the Land.
(B) The County shall represent in the Real Estate Contract that it has not dealt, and shall not
deal, with any broker, salesman, or finder in connection with the transactions contemplated herein, and that
no sales commissions or finder's fees shall be due or payable by or from the County as a result of tite
transactions contemplated herein.
(C) The County shall be entitled to obtain and receive a physical and environmental survey of
die Land and an owner's title insuunce policy reflecting the acquisition of an unencumbered and marketable
fee simple title to the Land, as well as other usual and customary land acquisition requirements generally
applicable to such commercial real estate acquisitions. The means for determining "marketable titic" to the
Land shall be specified in the Real Estate Contract.
(D) The Real Estate Contract shall provide that if the County elects to sell the Land anytime
during the "Term' of the Facility Lease Agreement (as defined in Section 2(A), below), the Dodgers shall
have an option to reacquire the Land and all Existing; Facilities and/or improvements (hereinafter collectively
referred to as the "Facility"), at the then fair market value for the Facility. The fair market value of the
Facility shall be determined in the manner described in Section 2(E), below. The Real Estate Contract shall
also grant the Dodgers an option to repurchase the Facility, at its then fair market value (such fair market
value to be determined in the manner described to Section 2(E), below), at any time after the Bonds to be
issued by the County have been retired, provided that the Dodgers are still the lessee under the Facility
Lease Agreement. The options to be granted to Dodgers hereunder shall be written into the deed for the
Facility.
Section 2.
(A) The Dodgers and the County shall negotiate in good faith to enter into a Facility Lease
Agreement (the "Facility Lease Agreement") pursuant to which the Dodgers shall lease the Facility from
the County for a period of twenty (20) years (the "Initial Temt" ), plus a series of options, which may be
exercised by the Dodgers at their sole discretion, for not less than four (4) renewal tenns of live (5) years
each (the "Renewal Terns"). For purposes of this Agreement, "Term" ' shall memo the Initial Tenn and any
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Renewal Terms. As indicated herein, all of the agreements contemplated by this Memorandum of
Understanding, including the Facility Lease Agreement, are and shall be made subject to and expressly
contingent upon the acquisition of lite Land and Existing Facilities by the County, the funding by the County
and City of the "Construction Fund" and the "Capital Reserve Account" (as both terms are defined in
Section 3(B), below), the acquisition by the Developer of the "Adjacent Land" (as defined in Section 4(A),
below), the obtaining by the Developer of site plan approval for the "Collateral Development" (as defined
in Section 4(A), below), the obtaining by the Dodgers' of site plan approval for the Improvements (as
defined in Section 3(B) below), and the execution by the panics of all other agreements contemplated by
this Memorandum of Understanding.
(B) The Facility Lease Agreement shall provide for an annual rental payment during the Initial
Term of One Dollar and Noll 00 (S 1.00) per year, payable in advance at die time of execution. The annual
rental payment during any Renewal Term shall also be One Dollar and No/100 ($1.00) per year, payable
in advance at the time that the option is exercised by the Dodgers.
(C) Under the Facility Lease Agreement, the Dodgers, as lessee, shall assume all obligations
for the operation laid maintenance of the Facility without claim for offset or reimbursement from the County.
The Dodgers shall be solely responsible for maintaining the Facility in a commercially reasonable manner
and for insuring the Facility in an amount equal to the replacement cost of all Existing Facilities and/or
Improvements against customary casualty and general liability losses at commercially reasonable rates and
will name the County and the City as additional insurcds thereunder. Because the Dodgers will be
operating the Facility under the Facility Lease Agreement, the Dodgers shall indemnify and hold the County
and the City harmless from any and all claims and liabilities that may arise as a result of the Dodger's use
or operation of the Facility. All operational expenses of the Facility, personal property taxes, and ongoing
repairs and replacements of property fomiistg any portion of the Facility, shall be the sole obligation of the
Dodgers, except for the payment of any ad valorem real property taxes that may become due on the Land..
Linder the Facility Lease Agreement, the County shall assume the obligation to pay any acid all ad valorem
real property taxes that may become due after the date that the County acquires the Land. However, the
Dodgers shall be responsible for the payment of all liens, assessments, taxes, or other encumbrances
whatsoever resulting from the Dodgers' prior ownership of the Land.
(D) Neither party shall have the right to assign the Facility Lease Agreement to a third parry
during the Term without the other party's prior written consent, which consent may be granted or denied
by the other party at its sole and absolute discretion. Notwithstanding the foregoing, the County
acknowledges and agrees that the Dodgers shall have the right, at their sole discretion, to sublease to the
Developer and/or to any third party, at any time during the Term, for any type or amount of consideration
(teemed appropriate by the Dodgers any residential ((nits, office space, and/or conference facilities located
within the Facility and to retain any and all revenues or consideration derived therefrom.
(E) If the Facility Lease Agreement is terminated by the Dodgers without the County's consent
before the expiration of the Initial Tcm1, die Dodgers shall pay the County, as liquidated damages, dye then
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remaining amount required by the County to defease or retire the Bonds it issued to acquire the Land and
Existing Facilities and to finance the Improvements. The aforementioned payment of liquidated damages
shall be the County's sole remedy under the Facility Lease Agreement. In conjunction with the payment
of such liquidated damages, the Dodgers shall have the option to repurchase the Facility (i.e., the Land and
all Existing Facilities and Improvements) at a price equal to the Facility's then fair marketvalue, less the
amount of any liquidated damages paid by the Dodgers to the C€;unty hereunder. The fair market value
of the Facility shall be established by an independent appraiser to be selected by two appraisers, one of
whom shall be designated by the Dodgers and the other by the County, The independent appraiser shall
appraise the fair market value of the Facility by using the highest and best use method. For purposes of
the Facility Lease Agreement, the cessation of use of die Facility as a spring training facility by the Dodgers
shall be what constitutes a termination of the Facility Lease Agreement.
Section 3. Development Agreemall
(A) The Dodgers and the County shall negotiate in good faith to enter into a "Development
Agreement" pursuant to which the Dodgers shall undertake responsibility for the construction of the
bnprovements generally described in Fxhibit "R" hereto, which Improvements shall be definitively described
in the Development Agreement, The County acknowledges and agrees that a portion of the Existing
Facilities may be demolished in order to construct the Improvements, which may include new housing units.
(B) On or before March 30, 2001 (or such later date as may be acceptable to the Dodgers),
the County shall deposit not less than Seven Million Dollars ($7,000,000) into a "Construction Fund" which
shall be made available to the Dodgers to pay for the Improvements in accordance with the terms of the
Development Agreement. The funds for the Construction Fund shall be obtained by die County from the
Bonds that it intends to issue in connection with this project. At the same time, the County shall also
deposit up to Two Million Dollars ($2,000,000) into a "Capital Reservc Account" which shall be made
available to and administered by the Dodgers to pay for the subsequent repair and/or replacement of any
improvements. The Dodgers shall be solely responsible for any and all costs and expenses associated with
the improvements and any future improvements voluntarily undertaken by the Dodgers which exceed tate
combined amount in the Construction Fund and the Capital Reserve Account; provided, however, that if,
during the course of the site plan approval and permitting process, the Dodgers are required to change
and/or add to the Improvements and, as a result of any such changes and/or additions, the amount of the
cost and expenses associated with the Improvements increases to more than three (30/6) of lite combined
amount in the Construction Fund and fire Capital Reserve Account, then the Dodgers shall have up to and
including sixty (60) days (or such later date as may be acceptable to the County and the Dodgers) atter
the County obtains certification from the State of Florida Office of Tourism, Trade and Economic
Development (the "Office ofTourism") that tine Land and Existing Facilities constitute a "facility fora
retained spring training franchise" as described in 'Section 288.1162, Florida Statutes, to terminate the
Development Agreement and all of the parties shall inimediately be relieved of their obligations under this
Memorandum of Understanding, the "Project Agreements" (as defined in Section 8(E), below), and/orany
subsequent agreements executed in accordance with this Mcntoranduru of Understanding.
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(C) The Construction Fund shall be maintained and administered by flee County and the Capital.
Reserve Account shall be maintained and administered by the Rodgers. Withdrawals from the
Construction Fund and the Capital Reserve Account shall be made by the Dodgers by means of requisitions
which shall be submitted to tite County for its reasonable approval. All requisitions submitted by the
Dodgers for purposes of paying any costs and/or expenses associated with the Improvements and due to
third parties shall be deemed reasonable and shall be approved by the County. Both accounts shall be
established as trust accounts with a bank or trust company with offices located in Florida. All investment
earnings up to the bond yield attributable to die Construction Fund and all investment earnings attributable
to the Capital Reserve Account shall be redeposited into such accounts and made available to the Dodgers
as if such earnings had been part of the initial deposit. Both the Dodgers and the County shall receive
monthly statements for each accotmt. Capital repairs and replacements to the Facility shall be deemed to
be reasonable expenditures to be paid from the Capital Deserve Account.
(D) in the event that the Improvements are completed under budget and any funds provided
by the County (exclusive of the fiords in the Capital Reserve Account) remain in the Construction Fund,
then the Dodgers shall, at their sole discretion, either (1) undertake to make additional hnprovements with
the excess funds or (2) following input from the County, relinquish die use of the excess funds, in which case
a portion of the Bonds will be redeemed with such excess funds. The Development Agreement shall
establish the procedure for using any excess funds.
(E) All Improvements shall inure to the benefit of the County as the holder of title to the Land,
and ownership thereof shall vest with the County as soon as constriction is completed. The Dodgers shall
retain sole right of possession and quiet enjoyment of the Facility throughout tiie Term.
Section 4. Collateral Development.
(A) All of the parties hereto acknowledge and agree that the acquisition of the Land by die
County and the development thereof by the County, the City, and the Dodgers is contingent upon tite
Developer's ()) entering into a contract to purchase from the Dodgers the existing approximately 44.7 acre
golf course immediately adjacent to the western boundary of the Land and the approximately 17.14 acres
of land adjacent to the northern boundary of the Land, each as more particularly described in Exhibit "C"
hereto (collectively, the "Adjacent Land"), and (2) to obtaining site plan approval for the construction, on
the Adjacent Land of hotel and conference facility, a multifamily residential rental development, and retail,
restaurant and entertainment centers (collectively, the "Collateral Development"). Therefore, if, forany
reason, the Developer fails or is unable to acquire die Adjacent Land and/or to obtain tiie site plan approval
for the Collateral Development, tfien all of the parties shall immediately be relieved of their obligations under
this Memorandum of Understanding, the "Project Agree mcn&' (as defined in Section $(E), below), and/or
any subsequent agreements executed in accordance with this Memorandum of Understanding.
(B) The Collateral Development shall be designed, constructed, operated, and maintained by
the Developer and/or its assignees, and shall encompass a mixed-use town concept or "mini -town" which
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shall be constructed in three (3) phases. Phase [ shall consist of an approximately 120 room hotel and up
to a 40,000 square foot conference facility. Phase Il shall consist of approximately 250 multifamily market
rate rental units, and Phase iII shall consist of retail, restaurant, and entertainment facilities which will
convert the remaining Adjacent Land into a fully functioning "mini -town". The Developer anticipates that
Phase I and Phase 11 will commence immediately upon the acquisition of the Adjacent Land by the
Developer, but the commencement of construction shall be contingent upon the County's actual issuance
of the Bonds and its acquisition of the Land. The Developer anticipates that Phase I will take
approximately twelve (12) months to complete from the (late that building permits are issued.
(C) Based upon the Developer's preliminary discussions with planning and zoning
representatives of the City, it is anticipated that the scope of the Collateral Development will be approved
and building pem-iits issued wider existing City zoning and comprehensive plait categories for the Adjacent
Land. If, however, it is determined that the scope of the Collateral Development will require zoning or
other land use changes, and such changes cannot be accomplished within sixty (60) days (or such later date
as may be acceptable to the County and the Dodgers) after the County obtahis certification from the Office
of -Tourism that the Land and Existing Facilities constitute a "facility for a retained spring training franchise"
as described in Section 288.1162, Florida Statutes, then all of the parties shall immediately be relieved of
their obligations under this Memorandum of Understanding, the "Project Agreements" (as defined in
Section 8(E), below), and/or any subsequent agreements executed in accordance with this Memorandum
of Understanding.
(D) The Developershall incorporate the ambiance and tradition of Dodgertown, including,
without limitation, tate Dodgers' name, trademarks, service marks, trade names, insignia, symbols, logos,
decorative designs, trade dress, and unifomt designs (collectively, the "Dodgers Marks"), into the design
of the Collateral Development, the objective of the parties being to integrate the Facility with the Collateral
Development so as to create a uniform look and feel for both. The Dodgers shall have the right to review
and approve, at their sole discretion, each and every use ofthe Dodgers' Marks by the Developer. As
part of the separate agreements to be negotiated and executed between the Dodgers and the Developer,
there shall be (1) a Declaration of Covenants, Conditions and Restrictions burdening the Adjacent Land
and the Developer's use thereof, and (2) a licensing agreement covering. the Developer's use of the
Dodgers' Marks, which rights shall be granted to the Developer for not more than. One Dollar (S 1.00) per
year.
Section 5. Parking Avreem-ent
hr order to provide sufficient parking for all events at I lolman Stadium and, in general, for the
Dodgers' use of the Facility, the City, the County, the Dodgers, and the Developer shall enter into a four-
way Parking Easement Agreement (the "Parking Agreement") pursuant to which the parties shall grant each
other the use of certain parking spaces on the Land and the Adjacent land. The Parking Agreement shall
be supported by cross easements 'between the parties on their respective properties. The Parking
Agreement shall regulate the charges for all parking, and all revenues derived from parking in connection
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with events at Holman. Stadium shall be retained solely by the Dodgers after reimbursing the Developer For
any costs and expenses incurred by the Developer in connection with such parking.
Section 6. Oueratian of the Faeiiit:the CounIX's U59 of H91U181L5Xadi=
(A) As lessee of the Facility tinder Facility Lease Agreement, the Dodgers shall be solely
responsible far operating and maintaining the Facility and shall retain all revenues derived from tate use of
the Facility, including, without limitation, all revenues derived from ticket sales, food and merchandise
concessions, sponsorships, and parking on the Land.
(B) Notwithstanding the foregoing, the County shall be granted the right to use Holman Stadium
and/or the practice fields for up to twenty (20) days per 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 and the practice fields), The dates during which the County may use
Holman Stadium and/or and 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 and the practice fields only for functions
which do not comp etc with revenue -generating events (e.g., concerts) 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 die. 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 any of the practice
fields that may occur as a result of such use of Holman Stadium and/or and the practice fields by the
County. The County shall be entitled to retain the revenues front ticket sales for its events, and, with the
priorconsent 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 shall not be required to provide
concession services and/or the use of any concession facilities and/or 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, without limitation, the cost of any parking attendants, ticket takers, security personnel, clean-up
crews, and the like provided by the Dodgers.
Section 7. Zoning and Permitting
It shall be lite sole obligation of the Dodgers and the Developer to obtain any permits and/or zoning
changes which may be required to construct the Improvements and the Collateral Development. The
County, acting solely in its capacity as the fee owner of the Land, shall cooperate with the Dodgers and
the Developer, as may be reasonably required, to enable the Dodgers and the Developer to obtain any
permits and/or zoning changes for the Improvements, including, without limitation, by joining in any
applications for such permits and/or zoning changes.
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Section 8, Actions &jImired by EjkchJ�aM
(A) Act jpns Required of the City: Immediately upon the approval of this Memorandum of
Understanding by the City Council, the City shall commence good faith negotiations with die various parties
to draft and, when appropriate, execute die agreements which pcttain to its participation in the transactions
contemplated by this Memorandum of Understanding. The City shall also commence to take the necessary
steps to fund a grant to the County in the amount of One Million Four Hundred Thousand Dollars
(S I,400,000), which amount shall constitute a portion of the County's local matching fiords as required by
Section 288.1152, Florida Statutes. At the option of the City, such grant may be made contingent upon
the County obtaining a certification from the Office of "Tourism that the Land and Fxisting Facilities
constitute a "facility for a retained spring training franchise" as described in Section 288,1152, Florida
Statutes. The terms of the City's grant to die County shall be set forth in an Interlocal Agreement between
die. City and die County as provided for in Chapter 153, Florida Statutes, which lnlerlocal Agreement shall
reflect the relative contributions of the City and the County, and shall provide that upon any sale of the
property acquired by the County pursuant hereto the City shall receive a proportionate share of the
proceeds of sale. The Interlocal Agreement shall also contain a provision requiring repayment to the City
of its $1,400,000 should it perform its obligations hereunder, and subsequently either: ( i) the transactions
contemplated hereby not be consummated, or (2) the transactions be consummated yet fail and the parties
be "relieved of their obligations" as provided elsewhere herein.
(13) Actions Required ofthc County: Inuttediately following the approval of this Memorandum
of Understanding by the Board of County Commissioners (the "Board"), the County shall commence good
Faith negotiations with the various parties to draft and, when appropriate, execute the agreements which
pertain to its participation in the transactions contemplated by this Memorandum of Understanding. The
County shall also commence to take the necessary steps to extend the County's levy of the Tourist
Development Tax authorized by Section 125.0 104, Florida Statutes, so that a Tourist Development Tax
in the authorized amount of few- (4) ceras shall be imposed for a period of not less [hast twenty (20) years.
In addition, the County shall approve the I nterlocal Agreement with the City regarding the City's grant of
funds to the County as a portion of the County's local matching funds. As part of these steps, the County
shall identify sufficient revenue sources, including, for this purpose, ftutds anticipated to be received by the
County under Section 288.1152, Florida Statutes, to enable the County to issue revenue bonds providing
net bond proceeds (i.e., bond proceeds less costs of the transaction and bond reserve funds) of not less
that $19,000,000, of which $10,000,000 shall be used to fund the purchase price of the Land and
$7,000,000 shall be used to fund the Construction Fund for the Improvements, and currently available non -
bond proceeds in an amount of up to $2,000,000 to fund the Capital Reserve Account. Upon completion
of these steps, and the execution by the County of the Real Estate Contract, Facility Lease Agreement,
Development Agreement, and Parking Agreement, the County shall complete and file the Application
required by Section 288.1152, Florida Statutes, prior to October I, 2000 (or such later date as may be
set forth in any rules or regulation adopted by the Florida office orl'ourisin), in an effort to obtain a
certification that the Facility is a "facility for a retained sprint; training franchise".
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(C) AclionsReqUilA ftlic2d9M: Itmiiccliately following the approval and execution of
this Memorandum of Understanding by the City Council, the Board, and the Developer, the Dodgers shall
undertake to complete their negotiations with the Developer to enter into the agreements pursuant to which
the Developer shall purchase the Adjacent Lands and construct the Collateral Development. The County
hereby aclatowledges that the Dodgers have provided it with historical evidence that Holman Stadium las
attracted paid attendance of at least 50,000 annually for the prior ten years, and will thereafter assist the
County in obtaining verification of any projections of future attendance reasonably requcsted by the Florida
Office of Tourism. In addition, the Dodgers will deliver to the County such items as the County shall need
in orderto timely complete and submit the Application required by Section 288.1 162, Florida Statutes on.
or before October l , 2000 (or such later date as may be set forth in any rules or regulation adopted by the
Florida Office ofT'ourism), including, without limitation, a description of the Improvements with the required
amount of detail to support the Application. The Dodgers covenant and agree to actively cooperate and
participate with the County in making a successful and timely Application as required by Section 288.1162,
Florida Statutes.
(D) Actinns Rr4oired ofthe Dcveloner: hmmediately fol lowing the approval and execution of
this Memorandum of Understanding by the City Council, the Board, and the Dodgers, the Developer steal l
undertake to complete its negotiations with lite Dodgers to enter into the agreements pursuant to which the
Developershall acquire the Adjacent Land and construct the Collateral Development. The aforementioned
agreements between the Dodgers and the Developer shall be executed and made effective as of the date
that both of the following conditions are satisfied: (1) the Florida Office of Tourism certifies that the Facility
is a "facility for a retained sprint; training franchise," and (2) the scope of the Collateral Development has
been approved under existing City zoning and comprehensive plan categories for the Adjacent Land.
(E) Actions R q ei t by All f'ae: Immediately following the approval and execution ofthis
Memorandum of Understanding by all of the parties hereto, each party shall commence to negotiate in good
faith to draft and, whcn appropriate, execute the Real Estate Contract, the Facility Lease Agreement, the
Development Agreement, the Parking Agreement and the agreements between the Dodgers and the
Developer (collectively, the "Project Agreements"). The partiesshall also cooperate and make thcir best
efforts to obtain the necessary approvals and permits for the Improvements and the Collateral
Development. The parties acknowledge and agree that each and every one of the Project Agreements,
and any subsequently identified agreements required by any of the Project Agreements, must be dmftcd
and executed by all parties by not later than September 1, 2000. The parties further acknowledge and
agree that all of the Project Agreements shall be made contingent upon the County receiving certification
from the Florida Office of Tourism that the Land and Existing Facilities constitute., "facility fora retained
spring training franchise." Accordingly, upon the completion and execution of the Project Agreements, the
City, the Dodgers, and the Developer shall cooperate with and assist the County in preparing and
submitting the Application to the Office of Tourism for the required certification.
Section 9. Contini gnc*cs.
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(A) The parties hereto agree that upon execution of this Memorandum of Understanding, all
parties shall be bound to proceed in a good faith manner to negotiate the Project Agreements and complete
the mrisactions contemplated by this Memorandurn of Understanding. However, the parties recognize that
various steps must betaken by each of the parties which, if not taken, shall prevent the other parties from
taking the actions required of them herein. As a result, the parties hereto agree that the failure of a party
to perform the obligations specified below shall relieve the other parties from their obligations tinder this
Mernorandutn of Understanding. The City's obligations hereunder shall be to take the actions described
in Section 8(A) and (E), above; the County's obligations hereunder shall be to take the actions described
in Sections 8(B) and (E), above; the Dodgers' obligations hereunder shall be to take the actions described
in Sections 8(C) and 8(E), above, and the Developer's obligations hereunder shall be to take the actions
described in Sections 8(D) and 8(E), above.
(B) The parties acknowledge that the Application to the Office of Tourism for the sales tax
revenues must be filed on or before October 1, 2000, If, prior to October 1, 2000, the County fails to
extend its tourist development sales tax or otherwise fails to take the actions described in Section 8(B)
above, and/or if the City fails to take the actions described in Section 8(A) above, lite obligations of all
parties hereto shall immediately terminate. If, as expected, the Land and Existing Facilities are certified as
a "facility for a retained spring training franchise" on or before January 1, 2001, and the Developer has
received site plan approval by February 1, 2001, the County shall issue its Bonds and acquire the Land
prior to March 31, 2001 (or such later date as may be mutually acceptable to the Dodgers and the
County). Immediately thereatler, but subject to the issuance of the necessary building permits, the Dodgers
shall commence construction of the Improvements, with the objective being to complete construction of
the Improvements and have them ready for use by not later than February 15, 2002, or such Later date as
may be detennined by the Dodgers.
(C) if the Dodgers fail to take the actions required of them by Sections 8(C) and 8(E), above,
or if the Developer fails to take the actions required of it by Sections 8(D) and 8(E), above, and if, as a
result of the foregoing, the parties are relieved of their obligations under this Memorandum of
Understanding, then whicheverparty failsto take the actions required ofithereundcr shall reimburse the
County for all actual and verifiable costs incurred by the County in connection with this project after the
date of execution of this Memorandum of Understanding, including, without limitation, the cost, if any, of
appraisals, land surveys, environmental assessments, title searches and reasonable legal fees and expenses
of outside counsel, but only up to a maximum reimbunenrent amount of Fifty Thousand Dollars ($50,1100).
The foregoing shall be the sole legal remedy available to the County and the City in the event of breach
by the Dodgers and/or the Developer of this Memorandum of Understanding, and neither the Dodgers nor
the Developer shall be liable, at law or in equity, 14 any other losses or damages, whether known or
unforeseen, sustained by the County and/or the City, and/or any consequential damages, or punitive or
exemplary damages.
(D) The parties acknowledge and agree that the Deal Estate Contract shall be made contingent
upon a determination that Holman Stadium is in compliance with the accessibility guidelines which will be
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imposed by the Americans with Disabilities Act on the County as (lie owner of Holman Stadium. The
aforementioned determination shall be made by the County by not later than December 31, 2000.
Section 14.
Immediately following the approval and execution of this Memorandum of Understanding by the
City Council, the Board, the Dodgers, and the Developer, counsel for the County, with the assistance of
counsel for the Dodgers and the Developer, shall commence to draft the Real Estate Contract, the Facility
Lease Agreement, the Interlocal Agreement, the Development Agreement, and the Parking Agreement
described herein and such other additional documents as may be necessary to consummate the transactions
contemplated hereby, subject to the provisions of Section 9 hereof.
Section 11. Notices. Whenever a party hereto is to give notice to another party hereunder,
such notices shall be addressed as follows:
If to the City: City of Vero Beach
1453 20'x' Place
Vero Beach, Florida 32961-1389
Attention: City Manager
Phone: (561)978-4710
Facsimile: (561) 778-3855
If to the County: Indian River County
1840 2511' Street
Vero Beach, Florida 32964
Attention: County Administrator
Phone: (561) 567-8000, Ext. 1448
Facsimile: (551) 978-1822
If to the Dodgers: Los Angeles Dodgers, Inc.
1000 Elysian Park Avenue
Los Angeles, California 90012
Attention: Santiago Fernandez, Est}.
Senior Vice President & General Counsel
Phone: (323)224-1312
Facsimile: (323)224-1595
Page I1 or 12
M
•
171
D
If to the Developer: de Guardiola Development, Inc.
222 Lakeview Avenue
l7" Floor
Vest Palm Beach, Florida 33401
Attention: George de Guardiola
Phone: (561)655-1838
facsimile: (5b l) 655-5979
Section 12. Effect of this Memorandum of Llndcr.5tand 1119
It is recognized by all parties that material terns and conditions remain to be negotiated and agreed
upon by the parties prior to the execution and delivery of the final Project Agreements. This Memorandum
of Understanding contains recitals of the initial discussions and agreements setting forth the intent of the
parties hereto. The terms and conditions of this Memorandum of Understanding are subject to the final
terms and conditions set forth in any written contract evidencing the transactions contemplated hcrein. Any
breach of the terms of this Memorandum of Understanding shall be subject to the provisions of Section 9
hereof, and no party hereto shaft have any claim on any other party hereto other than as set forth in Section
9 hereof.
Page t2 of 12
Cil
40
4w
[Seal]
Date: -07-2 2 -0
DEPUTY CLERK J -V&' t%
[Seal] J.K.13ARTON
CLERK CIRCUIT COURT
Date:-7-
Attest:
ate:-Attest:
[Seal]
Date: 4 ! 4»sa-
Attest:
[Seal]
(Date:
Attest:
]scall':
iDate: ]ia
Attest:
INDIAN RIVER COUNTY, FLORIDA
IM Wo MOM
ti t
CITY OF VERO BEACH, FLORIDA
B:
Its;
LOS ANGELES DODGERS, INC.
By:.
lts:5L e
r, Cenera Ccxsns
FOX BASEBALL HOLDINGS
iNCC>r I'ORA i'I LT
13
Its: eccsti a Vice President
tie U�► D LA UFVLy[.OP ENT, INC.
j!� r
13y:
Its. hresidcn's
Holman Field
Replace Playing Field
Genera) SmWork
Warrtin back l)raina a Im rvcrnents
Ksc Stadium ltepaus hw. heu Isar lmprLnxfn,
Ep
rade t xistin Mairttenanr a f3usldits_
C=lubhouse Facilit}* IAsn n,Ls �o.rxxr ,n, SIQU!sr1
Subtotal C
rrrcl++dlrLl ar l•1 ^�f I: f'Larrrurgerrc�!
(jg/q soil (,()stti phL5 10,; Contingems
- —; it?TAI
•• I:xcludrti l.ond nc�uiAitinu c wrs
LUMP Sum
tela
EXIII131 T Il
�N 500,040
I..un, S11n1
tr a
500,tOOL
11.urnLS11111
tLfa
$
_ 100:000
Lumv Stun
u+a
Los Angeles Dodgers - Vero Reach. Florida
�~ 150,000
l,um Sum
sxEa
$
100, 000
2,000,000
Opinion of Probable idawball ImprovemenL_r Costs lwr
dc(;uardiola [;onceptual Master Plan - Multi- 13, 20(X)
3,350,9(11)
Concept No. 2 (Revised)
ITEM QUANTIFF L'. P.
AMOUNT
. Minor League Operations
- sand bastd, itfigaatiom sm face) sUb-9t11"fAct L ainfig -.. t�.
M1
�t��,�}�7'n
iO'd,C��}U
C
HalI'idd,Js � ..D
ale Field - sand based, 1Ingatio 1 .9-1aCt sub-surffK-r d'941age - �
150,000
c�
New Outdoor IIattin x Ca es 8 $
. ---
7,500
$
60,0 x7
Observation rower ' Ilestrooltis. - w i.um Sum
-�
_ l 50,00[3
I xrstin Structure Mocitltcatrons 1,um Sutn
tva
$
750,000
_
0enerai Sitework ------ l.un� 5un7
q!8
`b
.� 735,000
_
._.._.F. "Subtotal A. -.__.
,_ .__
---
-S-----Z,G45,O0t}
" Excludes L.aad Acquisition Cfrau _._
B. Major League Operations
full 1•relds -,xisttq- lsn rovcnsents' Bud et 2 $
250,000
$
500,000
11aif field xistin Improvements' Budget 1 $
I00,00(3
$
100,000
Covered l3attin , 5tructtue Lurr Sum
nla
$
400.000
General Si(ewotkLurn Sum
nfa
$
375,000
Subtotal B.1
Ls
_ 1,375,{H}0
Holman Field
Replace Playing Field
Genera) SmWork
Warrtin back l)raina a Im rvcrnents
Ksc Stadium ltepaus hw. heu Isar lmprLnxfn,
Ep
rade t xistin Mairttenanr a f3usldits_
C=lubhouse Facilit}* IAsn n,Ls �o.rxxr ,n, SIQU!sr1
Subtotal C
rrrcl++dlrLl ar l•1 ^�f I: f'Larrrurgerrc�!
(jg/q soil (,()stti phL5 10,; Contingems
- —; it?TAI
•• I:xcludrti l.ond nc�uiAitinu c wrs
LUMP Sum
tela
$
�N 500,040
I..un, S11n1
tr a
500,tOOL
11.urnLS11111
tLfa
$
_ 100:000
Lumv Stun
u+a
$
�~ 150,000
l,um Sum
sxEa
$
100, 000
2,000,000
S
3,350,9(11)
S 7,370,000
S 1.474,001?
S 8,zb44,0uc,
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