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HomeMy WebLinkAbout2000-266Ar: EXFUBIT A AGREEMENT FOR SALE AND PURCHASE k 7- • t® 40 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made as of September 1, 2000, between Indian River County, Florida, a political subdivision of the State of Florida (the "Purchaser"), whose address is 1840 251 Street, Vero Beach, Florida 32960, and Los Angeles Dodgers, Inc., a Delaware corporation (the "Seller") whose address is 1000 Elysian Park Avenue. Los Angeles, California 90012. SECTION 1. AGREEMENT TO SELL. Seller hereby agrees to sell to and lease back from Purchaser, mid Purchaser hereby agrees to purchase from and lease to the Seller, the real property located in Indian River County, Florida, described in Exhibit "A", together with all improvements and fixtures thereon, and casements and appurtenances thereto (the "Property"), in accordance with the provisions of this Agreement. SECTION 2. PURCHASE PRICE. The purchase price (the "Purchase Price") for the Property is Ten Million Dollars (310.000.000), which will be paid by wire ttatisfer of federal funds at closing to Seller or Seller's designated agent. The Purchase Price is subject to adjustment and proradons as provided for herein. At closing, Purchaser as Lessor and Seller as Lessee shall enter into the Dodeertown Facility Lease Agreement dated as of September 1, 2000 (the "Lease Agreement"). SECTION 3. ENVIRONMENTAL SITE ASSESSMENT, Seller shall, at ns sole cost and expense as soon as practicable, but in any case by not later than 'December 31, 2000, furnish to Pun haseran environmental site assessment of the Propcm,. The environmental site assessment shall be in general accordance with the scope and limitations of the American Society for Testing and Materials Designation: E 1527-00 (Standard Practice for Environmental Site Assessments: Phase I Environmental Assessment Process). Seller shall use the services of a competent, professional consultant "'ab expenase in the environmental site assessment process to determine the existence and extent, if any, off] Materials on the Property. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is rrfulatcd by any Environmental Law (as hcretnaflerdefined J. At closing, the Seller will certify to the best of Its kno,, ledge that the environmental condition of the Property as it pertains to Hazardous Materials has not chanced since the date of the environmental site assessment. SECTION 4. HAZAR)l OLIS MA AFRI jLS. In the event that the environ - menial site assessment provided for in Section 3 confirms the presence of unlawful levels of Hazardous Materials on the Property, and Seller notifies the Purchaser that Seller will not take the steps necessary to remediate the presence ofHazardous Materials, then Purchaser, at its sole option, may elect to terminate this Agreement and no parry shall have any ftuther obligations under this Agreement. In the event this Agreement is not terminated as a result of the presence of unlawful levels ofHazardous Materials on the Propem. Seller shall, at its sole cost and expense and prior to the closing;, promptly commence and /96 40 40 diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance with any and al] applicable federal, state or local Iaws, statutes. ordinances, rules, regulations or other governmental restrictions regulating, relating to, orimposing Iiability or standards of conduct concerning Hazardous Materials ("Environmental Law"). In the event that Hazardous Materials placed on the Property prior to closing are discovered after closing, Seller shall remain obligated hereunder, with such obligation to survive the closing and delivery and recording of the deed described in Section 9 of this Agreement and Purchaser's possession of the Property, to diligently pursue and accomplish the clean up of the Hazardous Materials in a manner consistent with all applicable Environmental Laws and at Seller's sole cost and expense. Further, in the event that no parry elects to terminate this Agreement as provided above, Seller shall indemnify and save harmless and defend Purchaser, its officers, servants, agents and employees from and against any and ail claims, suits, actions, damages, liabilities, expenditures orcauses of action of whatsoever kind arising from the Hazardous Materials placed on the Property by Seller prior to closing whether the Hazardous Materials are discovered prior to or after closing. Seller shall defend, at its sole cost and expense, any legal action, claim or proceeding instituted by any person against Purchaser as a result of any claim, suit, or cause of action for injuries to body, life. limb or property for which the Hazardous Materials placed on the Property by Seller prior to closing are alleged to be a contributing legal cause. Seller shall save Purchaser harmless from and against all judgments, orders, dc=cs, reasonable attorney's fees, costs, expenses and liabilities in and about any such claim, suit, investigation or defense thereof, which may be entered, incurred or assessed as a result of the foregoing. The com actual limitation on Seller's contractual obligation to indemnify Purchaser as specified in flus Section shall not be construed to limit P'urchaser's legal and equitable remedies against Seller under any Environmental laws for Hazardous Materials located on the Property. SECTION 5. SURVEY. Seller shall, at its sole cost and expense as soon as practicable. but in any case by not later than December 31, 2000, deliver to Purchaser a current boundary survey of the property prepared by a professional surveyor and mapper licensed by the State of Florida which meets the standards and requirements adopted by rite Florida Department of Professional Regulation. Board of Land Surveyors [order Chapter 61 G 17, Florida Administrative Code, or its successor in function (" Survey "). The Survey shall locate all improvements on and within the boundary of the property. The Survey shall be certified to Seller, Purchaser, the title insurer and its agent, and the date[ of certification shall be subsequently updated to within 30 days before the date of closing, unless this 30 day time period is waived by the Purchaser and by the tide insurer for purposes of doIcnng the standard exceptions for survey matters and easements or claims of easements not shown by the public records From the owner's title policy. if the Survey shows any encroachment on the Property or that improvements intended to be located on the Property encroach on the land of others, the same shall be treated as a title defect, pursuant to Section 7 herein. Adverse matters disclosed by such Survey which in the reasonable judgment of the Purchaser impair the marketability of the Property, shall also be treated as tide defects pursuant to Section 7 herein.. /97 40 40 L-1 Seller shall be obligated to undertake the compliance steps set forth in the site assessment, provided, howeverLAhat in the event the site assessment provided for in this Section reveals that there will be costs associated with ADA compliance, and such costs exceed $ I00,000, then the Seller shall have 30 days from the date the site assessment is certified to or obtained by the Purchaser to terminate this Agreement, thereupon releasing Seller and Purchaser fi-orn all future obligations hereunder. In the event Seller elects not to tenninate this Agreement and undertakes such compliance steps, Seller and Purchaser agree that the costs associated with such ADA compliance may be reimbursed to the Seller as pan of the costs of the Improvements to be set forth in that certain Development Agreement dated as of September 1, 2000 (the "Development Agreement") between Seller and Purchaser. SECTION 9. INTEREST CONVEYED, At closing, Seller shall deliver to Purchaser statutory warranty deed in accordance with Section 6$4.02, Florida Statutes. conveying; marketable title to the Property in fee simple free and clear of all liens, reservations, restrictions, easements, I eases, tenancies and other encumbrances, except for those that are Permitted Exceptions as described above. The interest conveyed shall be expressly subject to and provide that if Purchaser cccts to sell the Property at any time during the "Term" of the Lease Agreemcnt, the Seller shall have a first right of rcfiical to purchase the Property and all improvements located thereon for the lowest purchase price which the County would accept from a third party. The statutory warranty deed shall also reserve to and grant the Seller an option to repurchase the Property, at its then fair market value (such fair market value to be determined in the manner described in Section 10.07 of the Lease Agreement), at any time after the Bonds to be issued by the Purchaser have been retired, provided that the Seller is still the lessee under the Lease Agreement at the time of such repurchase. SEC'T'ION 10. PREEARAIM QF CLOSING DOCUMENTS. Seller and Purchaser shall execute the deed described in Section 9 of this Agreement, necessary closing statements and the title„ possession and lien affidavit certified w Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes, and any other instruments reasonably required to close. Whenever practicable all prepared documents shall be submitted to Seller and Purchaser for review and approval at least 30 days prior to the closing. SECTION' 11. REVIEW FOR CLOSING, Seller and Purchaser will approve or provide reasonable comments to all closing documentation to be provided under this Agreement as soon as practicable after receipt. SECTION I2. EXPENSES. Seller shall pay the documentary revenue stamp tax and all other taxes or costs associated with the conveyance, excluding the recording fees to record the deed required by Section 9 of this Agreement, arid Seller shall pay the costs of recording any other recordable instruments which are necessary to assure good and mat-ketable title to the Property. Purchaser shall pay the recording fees to record the deed required in Section 9 of this Agreement. l9y • 0 SECTION 13. TAXES AND ASSESSMENTS, All real estate taxes and assessments which are or which may become a lien against the Property shall be satisfied of record by Seller at closing. In the event the Purchaser acquires fee title to the Property between January 1 and November 1, Seller shall, in accordance with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage rates of the Property and based on payment on November 1, In the event the Purchaser acquires fee tide to the Property on or after November 1, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. However, Seller shall be obligated to pay all personal property taxes for the year in which closing occurs. SECTION 14. CLOSING_PLACE AND DATE. The closing shall be on or before March 31, 2001, unless extended by mutual agreement of Seller and Purchaser or the express provisions of this Agreement, The date, time and place of closing shall beset by Purchaser to coordinate with the closing on the issue of revenue bonds to be issued by the County to finance the Purchase Price. SECTION 15. RISK OF LOSS AND CONDITION OF BEALP FROPEM. Seller assumes all risk of loss or damage to the Property prior to the date of closing and covenants that the Property shall be transferred and conveyed to Purchaser in the same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear excepted. In the event that between the date of this Agreement is executed by Seller and the date of closing the condition of the Property, as it existed on the date this Agreement is executed by Seller, is altered by an act of God or other natural farce beyond the control of Seller or by fire or other casualty, Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, but the insurance proceeds paid or payable to Seller on account thereof, and the amount of all appIicable deductibles, shall be deemed to be part of the funds available for the Improvements pursuant to the Development Agreement. Seller represents and warrants that there arc no panics other than Seller in occupancy or possession of any part of the Property. Purchaser acknowledges and agrees that, except as otherwise expressly set forth in this Agreement, the Property is being transferred "A5 is". SECTION 16. RIGHT`TO ENTER PB¢PERTY AND POSSES5112N. Seller agrees that from the date this Agreement is executed by Seller, Purchaserand its agents, upon reasonable notice, shall have the right to enter the Property for all lawful purposes in connection with this Agreement Seller shall delrverpossession of the Property to Purchaser at closing. For the purpose of conducting physical inspections. Seller agrees to provide Purchaser and its authorized agents, accompanied by a representative of Seller, reasonable access to the Property at all reasonable times on business days upon at least two (2) business days' prior written notice to Seller, olid Purchaser shall conduct such inspections in a manner not disruptive to the operation of tate Property. After each such entry, Purchaser shall promptly repair any damage caused by Purchaser or its agents and shall restore the Property to its condition immediately prior to such entry, and Purchaser's agreement to repair and restore shall survive any termination of this Agreement. To the extent permitted by law, Purchaser hereby agrees to indemnify Seller and to hold Ll Seller, Seller's agents and employers, and the Property harmless from and against any and ail losses, costs, damages, claims, or liabilities including, but not limited to, construction Liens and attorney's fees, arising out of or in connection with Purchaser's access to or entry upon the Property under this section. Purchaser's indemnity and hold harmless pursuant to this section shall survive the termination or expiration of this Agreement by closing or otherwise. SECTION 17. ACCESS. Seller warrants that there is legal ingress and egress for the Property over a public road. SECTION 18. DEFAULT. If either party defaults under this Agreement, the non - defaulting parry may waive the default and proceed to closing with no teduction in the Purchase Price, or seeks specific performance. However, except forthe failure to close, the defaulting parry shall have ten ( 10) days after written notice from the non -defaulting patty to cure the default. SECTION 19. BROKERS. Seller warrants that no persons, firms, corporations or other entities are entitled to a real estate commission as a result of this Agreement or subsequent closing. Seller shall indemnify and hold the Purchaser harmless from any and all such claims, whether disclosed or undisclosed. Purchaser represents 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 Purchaser as a result of the transactions contemplated herein, SECTION 20. RECO�R() DINN ,. Purchaser is a governmental entity. This Agreement, or notice of it, may be recorded by Purchaser in its records and minutes. SECTION 21. ASSIGNMENT. This Agreement may not be assigned by Purchaser or Seller without the prior written consent of the other patty. SECTION 22. TIME. Time is of the essence with regard to all dates or times set forth in this Agreement, however, the expiration of any time period measured in days that expires an a Saturday, Sunday or legal holiday automatically will be extended to the next business day. SECTION 23. SEVER4UT1,1TY. In the evem any of the provisions ofthis Agreement are deemed to be unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected. SECTION 24, SUCCESSQRS IN INTERE51. The terms and conditions of this Agreement shall apply to and bind Seller, its successors and assigns and shall be binding upon Purchaser and Purchaser's successors and assigns. Whenever used, the singular shall include the plural and one gender shall include all genders. �ol s • CI SECTION 25. F.rerrrraF AGREE,ME ThisAgrecment contains the entire agreement between the parties pertaining to tate purchase of the Property and supersedes all prior and contemporaneous agreements, representations and understandings of the parties relating thereto. Provided, however, this Agreement is expressly contingent upon the satisfaction of all conditions set fortis in that terrain Memorandum of Understanding dated as of ]uly 24, 2000 and Document Escrow Agreement dated as of September 1, 2000, each by and among the Seller, the Purchaser and other parties thereto. No supplement, moclifieation or amendment to this Agreement shall be binding unless executed in writing by the parties. SECTION 26. W.AIYL Failure of Seller or Purchaser to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right: but the same shall remain in full force and effect. SECTION 27. AGEEFMLNT E Efj[IVE. This Agreement or any modifications, amendment or alteration thereto. shall not be effective or binding upon any of the parties hereto until it has been executed and delivered by all of the parties hereto. SECTION 28. SOARTs• This Agreement maybe executed in one or more counterparts. but all such counterparts, when duly executed, shall constitute one and the same Agxeement to party may execute a copy of this Agreement and deliver it by facsimile transmission, provided however, that any such parry shall promptly deliver an original signed copy of this Agreement). SECTION 29. ADDENDUM. Anv addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. s ECTION 30. NOTIC . Whenever a parry desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally or sent by overnight courier service to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in wnting by a party to this Agreement. SECTION 31. ar ,!IYAL. The covenants, warn ntics. representations. indemrnties and undertakings of Seller expressly set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in Section 9 of this Agreement and Purchaser's possession of the Property for a penod of eighteen (18) months following closing. SECTION 32. V W. The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the State of Florida. M 40 M SECTION 33. RADON N 110E, Chapter 88-285, Laws of Florida, requires the following notice to be provided with respect to the contract for sake and purchase of any building, or the execution of a rental agreement for any building, and the parties hereto acknowledge and confinn receipt of the following. "RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional inforrttation regarding radon and radon testing may be obtained from your county public health department." a�� Qw [Seal] Datc: Attest: Ll 9 INDIAN RIVER COUNTY, FLORIDA By: - Its: Chairman LOS ANGELES DODGERS, INC. By: a0 L/ [Seal] Date: Attest: By: Clerk Approved as to Form and Legal Sufficiency By: County Attorney [Seal] Datc: Attest: Ll 9 INDIAN RIVER COUNTY, FLORIDA By: - Its: Chairman LOS ANGELES DODGERS, INC. By: a0 L/ 40 i 40 EXHIBIT A (PARCEL]) ' 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 SOU'T'H, RANGE 39 EAST, PROCEED SOUTH 89* 04'56" WEST ALONG THE NORTH LINE OF SAID SECTION 3, A DISTANCE OF 1998.33 FEET TO A POINT; THENCE SOUTH 03.30111 " WEST, A DISTANCE OF 30.09 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF AIRPORT DRIVE (A/K/A 34TH AVENUE, 90 FOOT RIGHT-OF-WAY), SAID POINT BEING THE POINT OF REGAINING: THENCE CONTINUE ALONG SAID WESTERLY RIGHT-OF- WAY LINE SOUTH 09.51'49" WEST, A DISTANCE OF 39.81 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 1125.14 FEET AND A CENTRAL ANGLE OF 14.57'00"; THENCE ALONG THE ARC OF SAID CURVE, A DISTANCE OF 293.58 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 19.21'57' WEST, A DISTANCE OF 82.11 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1825.86 FEET AND A CENTRAL ANGLE OF 19.54'25' ; THENCE ALONG THE ARC OF SAID CURVE A DISTANCE OF 634.34 FEET TO THE POINT OF TANGENCY: THENCE SOUTH 00.32'28" FAST, A DISTANCE OF 43.37 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY OF INDIAN RIVER FARMS DRAINAGE DISTRICT MAIN CANAL (300 FOOT RIGHT-OF-WAY), THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE SOUTH 69.31'46" WEST, A DISTANCE OF 477.79 FEET TO A POINT.- THENCE NORTH 17.00'00" WEST, A DISTANCE OF 467.50 FEET TO A POINT: THENCE NORTH 20.58'57" EAST, A DISTANCE OF 409.51 FEET TO A POINT: THENCE NORTH 00.23'00" WEST, A DISTANCE OF 290.75 FEET TO A POINT; SAID POINT BEING 30 FEET SOUTHERLY OF THE NORTH LINE OF SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST: THENCE NORTH 89.04'56" EAST ALONG A LINE BEING 30 FEET SOUTHERLY OF AND PARALLEL WITH SAID SECTION LINE, A DISTANCE OF 623.56 FEET TO THE POINT OF BEGINNING. A-1 r E-3 40 (PARCEL 2) COMMENCING AT THE NORTHWEST CORNER OF TRACT 5, SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST, AS SHOWN ON THE LAST GENERAL PLAT OF LANDS OF THE INDIAN RIVER FARMS COMPANY, FILED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT OF ST. LUCIE COUNTY, FLORIDA, IN PLAT BOOK 2 AT PAGE 25, SAID LANDS NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA, RUN EAST, A DISTANCE OF 25 FEET TO THE POINT OF BEGINNING ON THE EAST LINE OF A 50 FEET RIGHT-OF-WAY OF 43RD AVENUE; FROM SAID POINT OF BEGINNING RUN SOUTH 00.17'40" EAST ALONG THE AFORESAID EAST RIGHT-OF-WAY, A DISTANCE OF 765.95 FEET TO A POINT WHICH IS 50 FEET DISTANCE NORTHERLY FROM, AT RIGHT ANGLES TO, THE NORTH RIGHT-OF-WAY OF THE MAIN CANAL OF THE INDIAN RIVER FARMS DRAINAGE DISTRICT; THENCE RUN NORTH 69.02'20" EAST ON A LINE PARALLEL TO AND 50 FEET FROM THE NORTH RIGHT-OF-WAY OF THE MAIN CANAL, A DISTANCE OF 2813.63 FEET; THENCE RUN NORTH 16.55'40" WEST, A DISTANCE OF 421.18 FEET; THENCE RUN NORTH 21.56'40" EAST, A DISTANCE OF 410.00 FEET; THENCE RUN NORTH 00. 16'00" WEST, A DISTANCE OF 293.70 FEET TO A POINT WHICH IS 30.00 FEET SOUTH OF THE TOWNSHIP LINE BETWEEN TOWNSHIP 33 SOUTH AND TOWNSHIP 32 SOUTH. RANGE 39 EAST; THENCE RUN SOUTH 89.54'20" WEST ON A LINE WHICH IS 30 FEET SOUTH OF AND PARALLEL TO THE AFOREMENTIONED TOWNSHIP LINE, A DISTANCE OF 2666.10 FEET TO A POINT WHICH IS 25 FEET EAST OF THE WEST LINE OF TRACT 4 IN SAID SECTION 3; THENCE RUN SOUTH 00. 17'40" EAST, A DISTANCE OF 1314.0 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT THE FOLLOWING: A PARCEL OF LAND LYING IN SECTION 3. TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER FARMS COMPANY SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT HOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF ST'. LUCIE (NOW INDIAN RIVER) COUNTY, FLORIDA, SAID PARCEL DESCRIBED AS FOLLOWS: BEGIN AT T14E INTERSECTION OF THE EAST RIGHT -OF -WAS' LINE OF 431W AVENUE IA 50 FOOT RIGHT-OF-WAY) AND THE SOUTH RIGHT-OF-WAY LINE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3, THENCE SOUTH 89.45'39" EAST, ALONG SAID SOUTH RIGHT-OF-WAY LINE, A DISTANCE OF 730.78 FEET; THENCE SOUTH 00. 14'21" WEST, A DISTANCE OF 876.82 FEET; THENCE SOUTH 89.45'39" EAST, A DISTANCE OF 414.56 FEET; THENCE SOUTH 63.53'04" EAST, A DISTANCE OF 476.06 FEET, MORE OR LESS, TO A POINT ON THE WESTERLY LINE OF A 66 FOOT DRAINAGE EASEMENT AS RECORDED IN OFFICIAL RECORD BOOK 210, PAGE 53I, OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA. THENCE SOUTH 18.526" EAST, ALONG SAID WESTERLY LINE, A DISTANCE OF 386.46 FEET; THENCE SOUTH 69.2'53" WEST, A-2 I'm .v Cl ALONG ALINE WHICH IS 50 FEET NORTH OF, AS MEASURED AT RIGHT ANGLES TO THE NORTH RIGHT-OF-WAY LINE OF THE INDIAN RIVER FARMS WATER CONTROL DISTRICT MAIN RELIEF CANAL, A DISTANCE OF 1806.38 FEET, TO A POINT ON THE AFOREMENTIONED EAST RIGHT-OF-WAY LINE OF 43RD AVENUE; THENCE NORTH 00.0'47' EAST, ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 2094.26 FEET, TO THE POINT OF BEGINNING. A-3 d o 7 [Seal] Bate: Attest; By: C erk J.K. BARTON Approved as to Form and Legal Sufficiency By: County Attorney 100 [Seal] Date: Attest: 9 INDIAN RIVER COUNTY, FLORIDA By: n "� Its: Chairman LOS ANGELES DODGERS, INC. By: