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HomeMy WebLinkAbout2000-266B40 EXHIBIT B rjg;RWW FACILITY LEASE AGREEMENT CJ 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; Robert C. Reid, Esq. Bryant, Miller & Olive, P.A. 201 South Monroe Street. Suite 500 Tallahassee, Florida 32301 FACILITY LEASE AGREEMENT This TACH-ITY LEASE AGREEMENT {"Agreement") is made as of this Ist 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. WHEREAS, 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 theirspring training home games at the facility located in Vero Beach. Florida. and known generally as "Dodgertown" (the "Facility"); and C. WHEREAS, the County and the City of Vero Beach recofmtze that the bene Fits 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. WHEREAS, because of the aforementioned benefits to the community, the County purchased the Facility pursuant to the Agreement for Sale and Purchase dated September 1, 2000, between the Dodgers and the County, and will incur the debt service specified in this Agreement to fiend the Improvements contemplated herein and in the Development Agreement, which Improvements are specifically designed to accommodate the Team's spring training needs: and E. WHEREAS, in recognition ofthe commitment made to the Team by the County and the Page 1 of 25 6207 40 • City of Vera 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. CciI►irk0z►f 0 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: F11=21 9g[6]&YEO X:UU-IMiiJ Section 1.01. ilk. By not later than the date of closing specified in the Escrow Agreement, true and correct copies of all of the exhibits referenced itt 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) Ag er ement means this Facility Lease Agreement between the Dodgers and the County, and all of the attached exhibits. (b) Bond_Counsel means Bryam, Miller and Olive, P.A, (c) Bond Resolution means that certaut. 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 pan thereof. (d) Bonds means the Bonds to be issued pursuant to the Bond Resolution. (e) CoWW Reserve Accottnt means the repair and replacement account as defined in Section 8.01, below. (f) Capital Reserve Account Age means the bank or trust company identified as such in the Capital Reserve Account Agreement. (g) C_anital erne Account A=ement means the Capital Reserve Account Agreement by and among; the County, the Dodgers, and the Capital Reserve Account Agent, Page 2 of 25 tW 40 L> governing the maintenance of the Capital Reserve Account. (h) Cessation of_L1se is defined in Section 10.04, below.. (i) CiSy means the City of Vero Beach, Florida. 0) Ci Ft nd means the One Million Four Hundred Thousand Dollars (S 1,400,000) to be provided by the City to the County pursuant to the Interlocal Agreement. (k) Coupty means Indian River County, Florida, apolitical subdivision of the State of Florida. (1) County Funds means the fluids to be provided to the Dodgers by the County pursuant to the Development Agreement. (m)evclo m}y ent Agreement means the Development Agreement dated September 1, 2000, by and between the County and the Dodgers for the construction of the Irnpmvements. (n) 12gdger means Los Angeles Dodgers, Inc., a Delaware corporation. (o) EffiNtive-Date means the date upon which this Agreement is released to the paries pursuant to the Escrow Agreement. Ip) E5.,Mw Agent means the agent designated in the Escrow Agreement. (q) Escrow 6 m ement means the Document Escrow Agreement dated September 1, 2000, between, among others, the paries hereto and which governs the Effective Date of this Agreement and the other Project Documents. (r) FF imine 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 ]mown as "Holman Stadium," the eighty-nine (89) runt hotel facility. the conference center with meeting and during rooms, the clubhouse and weight room, indoor batting and pitching cages, four (4) baseball practice fields and two (2) half baseball practice fields. (s) EaciliIymears, collectively, the Land. the Existing Facilities, and. as the context warrants, the Improvements and any additional improvements hereafter constructed on the Land. (t) FF&E means furniture, fractures, and equipment. (u) Holman Staditrrrt means the baseball stadium improvements known as Holman Stadium which is a part of the Existing Facilities. Page 3 of 25 ii 40 i (v),_ 1pintDyerrtcn means the improvements to be constructed on the Existing Facilities pursuant to the Development Agreement. (w) Independent Apami= is defined in Section 10.07(b), below. (x) Initial Tetra is defined in 'Section 2.01, below. (y) I.xtd means the real estate upon which the Facility is located, as described in Exhibit A. (x) Leasee Year means a twelve month period commencing on May I of any calendar year of the Term hereof and ending on April 30 of the following calendar year; provided, however, that the First Lease Year shall commence as of the Effective Date and end on the fust Apri130'h following the Effective Date. (aa) Liquidgted Damages is defined in Section 10-05. (bb) MaintenancC standards means the standards of maintenance, repair, and operations maintained by managers ofcomparable spring training facilities incomparable 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 consisrm;t with or exceeded the standards of maintenance, repair, and operations maintained by managers of comptimble spring training facilities in comparable markets in the State of Florida. (cc) MaiptLea -etre Basil means the Office of the Commissionerof Baseball, Major League Baseball Enterprises, Inc., Major League Baseball Properties, Inc., Major League Baseball Properties Canada Inc., Baseball Television, Inc., andlorany of their respective present or future affiliates, assigns or successors, (dd) Rirkip gzm nt means the Parking Agreement dated September 1. 2000, by and between the ,Dodgers, the Countv, and de GuardioIa Development. lnc., which, inter alia, governs parking rights for the Facility in connection with the adjacent land. (ee) Prr`Cct jaacumems means this Agreement, the Development Agreement, the Parking Agreement, the Reil Estate Contract, the Escrow Agreement, and the Capital Reserve Account Agreement. (ft) Real EstateCQntrart 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. Page a of 25 • 40 40 (gg) Renewal Terra is defined in Section 2.02, below. (hhj means repairs or replacements made to the fixtures, structures and/or improvements at the Facility after completion of the Improvements. (ii) Ratained Spring Training Franchise Facility is defined by Section 288.1162, 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 ofTourism, Trade and Economic Development. Uj) Indng Training klome Games means only the spring training exhibition games to be played by the Team at the Facility daring seting training. Spring Training Home Games do not include any spring training exlvbition 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 will not constitute 'Spring Training Home Games for purposes hereof). (kk) State Funds mean the funds to be obtained by the County pursuant to Sections 212.20 and 288.1162 for a Retained Spring Training Franchise Facility, (11) I= means the Major League baseball team owned by the Dodgers and known as the "Los Angeles Dodgers." (trim) Term means the Initial Term and any Renewal Terms. TERMIOPTIONS TO RENEW/RENT Section 2.01. Initial Term. The ""tial Term" of this Agreement shall commence on the Effective Date and shall expire on April 30, 2021, unless this Aamement is terminated earlier by the panics pursuant to the provisions hereof.. Section 2,02. Renewal Term. For purposes of this Agreement.. a "Renewal Term"means a tern of five (5) years commencing upon the expiration of the Initial Term or the immediately preceding Renewal Term. if any. Section 2.03. Qpt t Re mw. The Dodgers shall have four (4) successive options to renew this Agreement for a Renewal Term. The Dodgers shall exercise their night and option for each Renewal Term by serving written notice upon the County of their election to exercise each said option at least one (i) year before the expiration of the then -current Tenn. 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 Page 5 of 25 a/3 C-] 4W C-1 notifies the Dodgers that the renewal notice has not been received and the Dodgers fail to exercise their renewal rights within sixty (50) days after receipt of the. County's notice, it being the intention of the patties 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. B=. The Dodgers shall pay to the County the stun of One Dollar ($1.00) per Lease Year as rent payable in advance. Section 2.05. Qpfion 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 fust refusal to purchase the Facility for the lowest purchase price which the County would accept from any third parry. 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 Hands 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 Rodgers shall have the option to purchase the Facility at the Facility's then fair market value, whether or not 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. DODGERS' USE OF THE FACILITY Section 3.01. Lease and Grant.Qf Management gjghts w . 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. Dunng 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 Rodw rs' Rights and Obligations. Except as specifically provided in this Agreement, the Dodgers shall be exclusively responsible for managing. operating, and maintaining the Facihtyat their sole disctetionatd expensedurng the Term to accordance with the Maintenance Standards. The Dodgers shall not cause, permit, or suffer any waste or damage, dtstigurement, or injury to the Facility or the fixtures or equipment thereon, with the exception of reasonable wear and tear, loss or damage by fire, natural catastrophe, or othcrcasualty, or condemnation. Norwithstandrng 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 shali 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: Page 6 of 25 0/� • C (a) At their sole discretion, control tate scheduling and use of the Facility as a publicly operated spring training facility for all baseball and non -baseball events; (b) Perform all maintenance ofthe 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, and in accordance with ail applicable laws and regulations; (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 insure the liability of the County, the City, and the Dodgers with respect to the Facility and property insurance. Tire 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 City to be named as an additional insured on such policies. Further provisions 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; (f) Set rates and charges for the use of the Facility by third parties; (g) Advertise and promote all baseball and non -baseball events conducted at the Facility, such advertising and promotion to mention or identify the County and/or the City to the extent practicable (the Dodgers understand the importance of promoting the County and the City and their image and desire and agree to assist in such regard); (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 ate consistent with the Maintenance Standards and the terms of this Agreement. Section 3.03. £vent Q2nli L The Dodgers shall have the right, at their sole discretion, to cancel Page 7 of 25 ��s • e 40 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 Regnids. All books and records of the Facility specifically relating to die 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 retards of expenditures from the Capital Reserve Account. "k-ANOWILTA MAINTENANCE RESPONSIBILITIES Section 4.01. Dodgers' Rigbis and Obligations. During the Term, the Dodgers shall be responsible for the repair, operation, and maintenance ofthe 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 satisfy the Maintenance Standards; (b) To comply with all applicable laws, ordinances and regulations, including, but not limited to the requirements of the Americans with Disabilities Act of 1990 ("ADA") and anv amendments thereto, including Title 11, Structural and Title 111. Programmatic Accessibility Standards as well as any future additions; and (c) To meet the standards and regulations of Ma)or League Baseball. Section 4.03. Xo. 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 teams 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 Country in connection with the Facility), gas, electricity and other utilities related to Pagc S of 25 Itz • C> A operation of the Facility, and production of all events taking place at the Facility. Section 4.04. Ta2j;5, The Dadgers 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 valorem real property taxes levied on the Land and all structures and improvements constituting the Facility. Section 4.05. JjajaQn. 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 Mr. Craig Callan as the liaisonunless and until a new person is designed in writing by the Dodgers. Section4.06. Limitations. The Dodgers' rights and obligations underthis 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 Dodgers shall take no action which may result in the attachment of a lien or cloud on the County's interest in or title to the Facility. I f 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 any manner that is unlawful. (e) Except as such records relate to proprietary or confidential business functions of the Dodgers, the Dodgers shall maintain all records concerrang their responsibilities under this Agreement which arc either required to be maintained pursuant to applicable law or which are necessary to verify the County's nghts and the Dodgers' obligations under this Agreement, which records shall be made available to ttrc County at the Facility dunne mgular business hours upon two (2) days' prior written notice from the County. (f) Within t,"te policies and standards set by the County pursuant to this Agreement, the Dodgers shall lunction as an independent contractor in fulfilling the duties required by this Agreement. All staff required by the Dodgers toaccomplishtheir 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. ,rage 9 of 25 a/ � • i a (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, tate Dodgers shall not undertake any capital improvements to the Facility without the percussion of the County, which permission shall. when not otherwise governed by the aforementioned Agreements, not be unreasonably withheld. 0) If the County rcasonabiy 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 (aft) 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 Wall Street Journal from time to time from the date that the Dodgers received the County's statement until the date payment was made. For purposes of this Agreement, a "life safety issue" shall mean a situation which imposes an immediate threat of bodily harm or death to any users or occupants of the Facility. (k) Other than the Improvements, or except as authorized in this Agreement. the Dodgers shall not construct any additional buildings or strucri=s 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 ormodifications to the Facility without the prior,.trtnen approval of the County, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, the County acknowledges that the Dodgers may decide to augment or replace the existing eighty-nine (84) 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 terms of this Agreement and consistent with the Matntcnancc Standards. all such permanent unprovements, alterations, or additions placed on the Facility by the Dodgers shall be conveyed by the lodgers 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 termination as provided herein, the Dodgers shall remove ail 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 thirrj (30) days after the expiration date of this Agreement or its earlier termination 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 taw. Page 10 of 25 C-1 (m) Upon the expiration or earlier termination of this Agneernent, Dodgers shaft retain the Facility �o 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 of flammable, explosive or Hazardous Materials (as defined below), except for Hazardous Materials typically found for use or sale in retail stores, including supermarkets and dry cleaning stores, and/or typically found for use in comparable spring training facilities. For purposes of this Agreement, "Hazardous Materials" shall mean any containment, chemical, waste, irritant petroleum product, waste product, radioactive material, flammable or corrosive substance, explosive, poly-chl0driated biphenyls, asbestos, hazardous toxic substance, material or waste of any kind, or any other substance that any environmental law 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 tenets of this Agreement, the Dodgers may occupy and enjoy the premises oft}rc Facility for the Full Term and any renewals thereof, subject to the provisions of this Agreement. SPRING TRAINING HOME GAMES Section 5.01. Snnng_T, g }•tome Games. Except if the Dodgers are prevented From doing so h,. an,,- of the events described in Article XV. below, or by a rule, refutation, directive, order, bulletin, or agreement of Major League Baseball, the Dodgers shall, each Lease Year daring the Term, cause the Team to play at feast ten (14) Spring Training Home Games at the Facility. Nothing contained in this ALreement shall restrict or prohibit the Dodgers from causing orallmvtne the Team to play spring training,. i•ames in stadiums, venues, or facilities other than the Facility, or from playing the balance of the Team's annus/ spnne training games away from the Facility after ten (10 1 Spring Training Home Games are scheduled to be played at the Facility during the applicable spring training period. Section 5.02. Rules and Retrulations. The Dodgers shall comply with all applicable laws, ordinances. rules and regulations, including, but not limited tc. the rules, regulations, directives, orders„ bulletins. or agreements of Major League Baseball. Page 11 of 25 a / 5 40 40 COUNTY'S USE OF THE FACILITY/PARKING AGREEMENT Section 6.01. Wght of -ntrv. During the Term, the County shall have the right to enter into and upon any and all parts of the Facility for the purpose of examining the same with respect to the obligations of the parties under this Agreement upon two (2) days' prior written notice to the Dodgers (or without prior notice in the event of a "life safety issue" as defined in Section 4.060), above, but with immediate notice thereafter). Section 6.02. Advenising and P[qmotio . 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 pettnined 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 favorof the County's and/or the City's advertisements or promotional materials, and all revenue-producing advertisers obtained by the Dodgers shall have priority of use 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 advertising display space, nor shall the Dodgers be prohibited or restricted from decreasing the amount advertising display space at the Facility. Section 6.03. Right JQ Use the Facility. In addition to all of the nglits specifically panted to the Dodgers in this Agreement, the Dodgers shall have the right to use the Facility in any mariner 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 nght 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 andior the practice fields shall be selected by mutual agruemmt ofthe panics; 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 funcuot>s wluch do not compete with revenue-generaumg events which may otherwise be arranged by tlu Dodgers. Moreover, the County's use of Holman Stadium and/or the practice fields must not interfere ui 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 terrain 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 daring the events when Holman Stadium and/or the practice fields Page 12 of 25 F__1 40 C-1 ane utilized by the County, provided, however, that the Dodgers shall not be required to provide concession services 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, 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 certificate of insurance which verifies the existence of the policy and the fact that the Dodgers are named as an additional insured. Section 6.05. ParkinI The parties hereby acknowledge and reaffirm the parking rights that they have granted pursuant to the Parking Agreement. REVENUES Section 7.01. Revenues. During the Tern. the Dodgers shall control, collect, receive, and retain all revenues generated by any means at or in connection with the Facility, 'including, but not limited to, all revenues from ticket sales, food and beverage sales, merchandise sales. concessions and products sales. novelties, parking, telecast and broadcast rights, pouring tights, 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 I.exclusive of any County use events 1. 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 Heiman Stadium and/or any portion of the Facility without the prior review andior 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 pomon of the Facility shall be retained solely by the Dodgers. ARTICLE VIII CAPITAL IMPROVEMENTS AND REPAIR Section 8.01. Capital Reserve Account. During the Term I until depleted), the Dodgers shall establish a trust account with 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 fiends in the Capital Reserve Account shall be County Funds. All withdrawals from the Capital Reserve Account shall 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 Page 13 of 25 40 • 40 and any such expenditures shall be subject to the approval of the County, which approval will not be unreasonably withheId 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 temtination 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 funds available in the Capital Reserve Account and any applicable available insurance proceeds from policies of insurance provided at the Dodgers' expense. Section 8.02. On orbefore 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 expanded by the expiration of the Term or earlier termination of this Agreement shall be paid to the County at such time. Secdon 8.03. Facility improyemen The County and the Dodgers agree that upon the completion of the "Improvements" listed in Exhibit B. hereto, and more specifically described in the Development Agreement, rite Facility will be acceptable for use by the Dodgers as a Retained Spring Training Franchise Facility. The County shall pay for the Improvements. but its obligation shall be limited to providing Seven Million Dollars (57.000,000) 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 of the Improvements beyond such $7,000,000 and the fimds 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. DOCUMENTS AND CERTIFICATES Section 9.01. Documents. and Cenificates. 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, f'or 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. DEFAULT/REMEDIES Section 10.01. Dodgers' Default. The occurrence of any one or more of the following events constitutes a "Default" by the Dodgers under this Agreement: Page 14 of 25 11 MW 4D i C-1 (a) Failure by the Dodgers to observe or perform in any material respect any covenant, agreement, c,crndition, 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, which levy, attachment, or lien is not released, discharged or bonded against within one hundred eighty (180) days from the date of such Filing; (c) The Dodgers are fumlly 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 pan of their property and such trustee or receiver is not discharged within one hundred eighty (180) days after such appointment; (C) 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 Dod=gets; 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 Default occurs, the County shall have the rights and remedies set forth in this Agreement, which shall be disnmt. separate, and, to the extent not muttually exclusive, cumulative„ and shall not operate to exclude or depnve the County of any other right or remedy allowed it by law or equity. Section 10.02. CounlyDefaul . 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 Page 15 of 25 aa3 +i i 40 such thirty (30) day period, the County commences such cure and diligently proceeds to complete the same thereafter. Section 10.03. Rcmdic . In the event of a Default by either party (otherrthan 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. Section 10.04. Cessation of Use ty the Dodgers, If, at any time during the Initial Term (and not a Renewal Term), the Dodgers lose the riglit to own the Team, or to hold Spring Training Home Games in the Facility, or otherwise 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. Liovidat�aamages. If this Agreement is terminated by the County during the Initial Term as die 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 10.06. Repurchase By Doducrs. if the Dodgers are required to pay the Liquidated Damages specified in 10.05, above, the Dodgers shall be entitled to repurchase the Facilirylincluding the Land) from the County at a price equal to the Facilim,'s then fair market value, less the amount of any Liquidated Damages paid by the Dodgers to the County hereunder. The then fair market value of the Facility shall be calculated in accordance with the provisions set forth in Section 10.07, below. Section 10,07. Calculation ofFair Mar 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 selected by the Dodgers and die 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. Page 16 of 25 2a¢ F--] 40 M ENFORCEABILITY Section 11.0 1. ding EffQZ: Enftm=abEity. The teams and ptovisiom set forth in this Agreement shall be binding and enforceable by and against the parties in accordance with the terms hereof. ASSIGNMENT/SUBLEASE Section 12.01. assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that this Agreement may be assigned by 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. Vie. 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 denved from subletting any of the foregoing shall be retained solely by the Dodgers. Any such sublcase shall retrain subordinate to this Lease. MISCELLANEOUS Section 13.01. Notices. Any notice required by or permitted under this Agreement shall be in waiting and shall be deemed delivered when delivered by hand or by overnight delivery service, addressed as follows (or to such other address as a parry shall inform the other party): Page 17 of 25 If to the County: Indian River Countv 1840 25"s Street Vero Beach, Florida 32960 Attention: County Administrator Phone: (561) 567-8000 Ext. 1408 Fax: (561)978-1822 If to the Dodgers: Los Angeles Dodgers, Inc. a as O i Dodgertown P.O. Box 2887 Vero Beach, Florida 32961 Attention: Mr. Craig Callan Phone: (561) 5694900 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. Amen Ment. This Agreement may be amended only in writing executed by both parties. Section 13.03. Entire Agreement. This Agreement, including its exhibits, and the Fra;ect Documents constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements (whether oral or written) between them. Section 13.04. Governipg,jj . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. Section 13.05. C&t jg� This Agreement may be executed in two or more counterparts which have been signed and delivered by each of the parties(a pain may execute a copy of this Agreement and deliverit by facsimile transmission; provided, however, that any such parryshall promptlydcliveran original signed copy of the Agreement). Section 13.06. J11risdictiap gird Venue. The exclusive, convenient, and proper venue forany 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 tvarves any defense. whetherassertcd by motion or pleading, that the Indian River Circuit Court is an improper or inconvenient venue. Moreover, ail 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 Datt. This Agreement shall he effective on the date of delivery of this Agreement by the Escrow Agent in accordance with the Escrow Agreement, Section 13.08.. Time is of the essence in the performance of this Agreement. Page 18 of 25 aaG Ll 40 Section 13,09. Damage toto pro pegy. The Dodgers shall not have any liability for loss or damage to property owned gr 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 orpartially by the Dodgers` negligence or willful misconduct, in which case the Dodgers shall be liable for only the portion so caused. Section 13.10. Con seguelitia I Damao . Under no circtunstances shall either party or any of its subcontractors, suppliers and vendors be liable to the otherparty forany 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 parry 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. Vis. The headings used herein are for convenience of reference only and shall not cor+stitute a part hereof or affect the construction or interpretation hereof. Section 13.12. Scverabilirv. If any clause, provision, or section hereof is held illegal, invalid or unenforceable by any court, the i3legabry, invalidity, or unenforceability of such clause, provision 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, provision orsection had not been contained herein. Section 13.13. Waiver. No failure on the part of any parry to exercise, and no delay in exercising, and no course of dealing with respect to any right hereunder, shall operate as a waivcrthereof, nor shall any single or partial exercise of any right hereunder preclude any other or fitnher 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. Terminrslosv. All personal pronouns used herein, whether used in the masculine, feminine, or neuter gender, shall include the singular. Section 13.15. Tbird PaM EjeBefird=. No person other than the Dodgers, the County, the Indemnified County Parries, the Indemnified Dodgcts Parries, and the successors and assigns of such. shal I have any rights whatsoever under this Agreement. Section 13.16 Radon Notice. Chapter 88-285, Laws of Florida, requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building, and the patties hereto acknowledge and confirm receipt of the following: "RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department." Page 19 of 2.5 da7 • 40 Section 13.17 . At anytime, within twenty (20) days after request by either party, the other pasty shall certify in writing to the requesting patty, 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 patty reasonably requests to be confirmed, INDEMNIFICATION AND INSURANCE Section 14.011. To the fullest extent permitted by law, the Dodgers shall indemnif},, 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 Co. To the fullest extent permitted by law, the County shall tndcmrnify, 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 tic fend 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 a for msWring from any Default by the County and'or occuming in, on, or about the Facility to the extent such injury or damage is caused by the County, or the County's agents. contractors or employees, but not to the extent caused by the negligence or willful misconduct of the hndemtu fed Dodgers Parties. In the case of any action or proceeding being brought against the Indemnified Dodgers Parties by reason of any such cimm. the County, upon notice from the Indemnified Dodgers fames, shall defend the same at the County's expense by counsel reasonably satisfactory to the Dodgers. Section 14.03. Zdiaiii= As used in this Agreement. "Iiabibn ' shall mean all liabilities. claims, damages (excluding consequential damages), losses, penalties, litigation, demands, causes of action (, hether in tort or contract in law or equity Or otherwise), suits, proceedings, judgments, disbursements, charges. assessments, and expenses (including reasonable attorneys" and experts' fees and expenses incurred in investigating, defending, orprosecuting 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 ofthe foregoing, "Property damagee'shall Page 20 of 25 ri O i 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. Inftendent Erovisions.The provisions of Sections 14.01 through 14.03 are independent of, and will not be limited by, any insurance obligations in this Agrrcment, and shall survive the expiration or earl ier termination of this Agreement with respect to any claims or Lability arising in connection with any event occurring prior to such expiration or termination. Section 14.05. 1nsumnc . Convnetic ing upon the Effective Date and throughout the remainder of the Tenet 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 coveting the insured against all bodily injury and property damage liability that may rise or be claimed due to the Dodgers' ruse of the Facility in a minimum arnotnn of coverage of One Million Dollars ($1,000,000) for injuries to persons in one accident, One Million Dollars ($1,000,000) for injuries to any one person and One Million Dollars ($1,000,000) for damages to property. The commercial general liability insurance policy in an occurrence form shall also include contractual liability coverage me Wing a Broad Foran 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 form (all risk) property insurance coveting (1) the Facility, including, but not limited to, any additional improvements undertaken by the Dodgers, in an amount not less than one hundred (100%) percent of their actual replacement costs from time to time existing during the Terra 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 ofsuch irisurance shall be used for the repair or replacement of the property so insured. (c) All of the insurance policies required under Sections 14.05(a1 and 14.05(b), above, shall be effected from insurance companies recognized by and licensed in the State of Flonda, and Provide a Nonce 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 hisurance on file with the County at all times during the Tern. 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 furnish the Ccrificate(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 sectuing, at their own Page 21 of 25 da 7 40 4b 10 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 fort. (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. 13iM77r'". 00104 Section 15.01. Force Miicure Event. Should any fire or other casualty, act of God, earthquake. flood hurricane, lightning, tomado. epidemic. landslide, war, riot. civil commotion, general unavailability ofmateria ls, suike, slowdown, labor dispute, governmental laws orregWations, or other occurtuncebeyond 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 parry 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 deierrrune. at theirsole discretion, that the undamaged portion ofthe Facility is still suitable for their spring training operations, then this Agreement shall continue in full force and effect with no adjustments in the obligations of the parties. and the Dodgers shall restore the Facility as soon as possible from the insurance proceeds or the Dodgers' own funds. Section 15.03, Facility NQrt Staitab] e for Uss. In the event of total or partial destrucdon or damage of the Facility, if the Dodgers determine at their sole dtsctauon 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 flus Aereement shall be suspended immediately until the Facility is repaired. 44 itfun twelve 021 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 Frigineeror Desi un 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 suspettded until the Facility is suitable for the Dodgers' spring training operations and as a venue for their Spring Training Home Games. Page 22 of 25 F-RVK44W:W ;30 CA 40 111111111 ADDITIONAL IMPROVEMENTS Section 16.01. improvements. The Improvements, generally described in Exhibit B, shall be contracted in accordance with 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, ZONING AND PERMITTING Section 17.01. Zoning, and Permirtiniz. It shall be the sole obligation of the Dodgers, with assistance from the County, but not at County expense, to obtain any pen -nits and/or zoning changes which may be required to construct the Improvements and any additional improvements which the Dodgers may hcreafter dem to matte 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 penmts andor zoning changes for the Improvements and any additional improvements, 'including, but not limited to, by joining in any applications for such pen -nits and! or zoning changes. CONSENTS AND APPROVALS Section 18.01. Grant ng or Failure to Cirant Approvals or Consorts. All consents and approvals which mar° be given by a party under this Agreemcnt shall. as a condition of their effectiveness, be in �tinnng. 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 pot 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. $tandad. Unless dus Agreement specifically provides for the granting of consent or approval at a party's sole discretion, then convents and approvals which may be ;given by a parry under this ALueement 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 t f na such trate period has been provided, within a reasonable time. Upon disapproval of any request for a consLnt or approval, the disapproving patty shall, together with notice of such disapproval, submit to the Page 23 of 25 �5/ 171 4a EJ requesting party a written statement setting forth with specificity its reasons for such disapproval. Section 18.03. Deemed Apl2Eoval. (a) If a party entitled to grant or deny its consent or approval (the "Consenting Parry") 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 AGREEMENT BETWEEN INDIAN RIVER COUNTY AND LOS ANGELES DODGERS, INC. SHALL CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS DESCRIBED HEREIN WITH RESPECT TO SECTION [-J OF SUCH FACILITY LEASE AGREEMENT." Section 18.04. A Epva]5 fgrthe Counrv. The County hereby agrees that, subject to applicable laws and regulations, 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. Section 18.05. N!2 Fees. etc. Except as otherwise expressly authorized in this Agreement, no fees or charges of any kind or amount shall be requited by either pasty 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 govemmental. as distinct from its proprietary, capacity from charging governmental fees on a nondiscriminatory basis). IN IVITNESS THEREOF, the undersigned have executed this Agreement as of the day and year first above written. [Seal] INDIAN RIVER COUNTY, FLORIDA, AS LESSOR Date: By: Its: Chairman Pale 24 of 25 Attest: s A 40 Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: County Attorney STATE OF FLORIDA ) )ss: COUNTY OF INDIAN RIVER } The foregoing instrument was acknowledged before me this day of 1 2000, by , 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 driver's license as identification. Notary Public Print Name: My commission expires: Page 25 of 25 C-] 40 Section 18.05. NQ Fees, ei 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] INDIAN RIVER COUNTY, FLORIDA, AS LESSOR Date: By:!Z90' Its: Chairman. Attest:. } Cleric K. $AR1'Oltt ' APPROVED AS,T6 FORM AND LEGAL SUFFICIENCY Y� County Attorney STATE OF FLORIDA ) )ss: COUNTY OF INDIAN RIVER ) The foregoing instrument was acknowledged before me this —2�— day of 2000, by Lj44,2 B- as as Chairman of Indian River C nty, Florida, apolitical subdivision of the State of Florida, on behalf of such political subdivision. She is personally known to me or produced a valid driver's license as identification. Page 26 of 27 Notary PublicY Print Name: f a 3 My commission expire . k Nh Kimberly E. Massung MY COMMISSION f CQ$5436 EXPIRES 3011 2003 ,•' G7f�F6 TNW TROY F44KmmeAKE WC EX IIBIT A (PARCEL 1) 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 SOUTH $9.04'56" WEST ALONG THE NORTH LINE OF SAID SECTION 3, A DISTANCE OF 1998.33 FEET TO A POINT; THENCE SOUTH 03.30'11 " 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 BEGINNING: 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 11 25. 14 FEET AND A CENTRAL ANGLE OF 14.57'{10' ; 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 00.32'3.8" EAST, A DISTANCE OF 43.37 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY OF INDIAN RIVER FARMS DRtUNAGE 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 PO[N­T: THENCE NORTH 17.00'00" WEST, A DISTANCE OF 467.50 FEET TO A POINT. THENCE ;FORTH 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. Pagc l of 25 A-1 a35 {Seal) Daze: LOS ANGELES DODGERS, INC,, A5 LESSEE By: Its: Attest: Secretary STATE OF ) }ss: COUNTY OF ) The foregoing instrument was acknowledged before me this clay of , 2000, by , as of Los Angeles Dodgers, Inc., a Delaware corporation, on behalf of such corporation. He is personally known to me or produced a valid driver's license as identification. Notary Public Print Name: My commission expires: i £XH[BI'I5: Exhibit A Legal Description of Land. Exhibit B Description of Improvements to the Facility - Page 26 of 25 4D • Cij, (PARCEL 2) COMMENCING AT THE NORTHWEST CORNER OF TRACT 5, SECTION 3, TOWNSHIP 33 SOUTH, RANGE39 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 T14E 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 RECOR-DED IN PLAT BOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF ST. LUCIE (NOW INDIAN RIVER) COUNTY, FLORIDA, SAID PARCEL DESCRIBED AS FOLLOWS: BEGIN AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF 43RD AVENUE (A 50 FOOT RIGHT-OF-WAY) AND THE SOUTH R[GHT-OF-WAY LINE OF INDIAN RIVER FARNIS WATER CONTROL DISTRICT CANAL A3, TI [ENCS 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 89.4539" 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 531, OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE SOUTH 18■ 5'26" EAST, ALONG SAID WESTERLY LINE, A DISTANCE OF 396.46 FEET; THENCE SOUTH 69.2'53" WEST, ALONG A LINE 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 1906,38 FEET, TO A POINT ON THE Page 2 of 25 A-2 a36 40 40 AFOREMENTIONED EAST RIGHT-OF-WAY LINE OF 43RD AVENUE; THENCE NORTH 00-947" EAST, ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 2094.26 FEET, TO THE POINT OF BEGINNING. Page 3 of 25 A-3 d37 +# • EXHIBIT B Los Angeles Dodgers - Fero Beach. Florida ()pinion of Probable BAa►cba l Improvements Costs per deGuardiola Conceptual Master Plan - July I3. 2000 Concept No. 2 (Revised) lTEN I QUANTITY I UIP_. r' � I �,.�Afinar League Operations ' I Full melds - sand balm imeanoa surinwsun-surface drausaRe 21 3 400.000 S lhall F ieid - sand b&IM ungauoc cwiace xue surface oiasnare I 1 I :50,1101 5 lifeµ' []LitAnnr Rartlntr C32CS I $1 5 ".500 5 lObservanon Tower • Restrootns. Lump sum I n a J 5 ~�rsllpu Structure Modiftcatlons k Lump Stun I n.a I S �rjGeae:ai Sam=_ I Lump Sum :3 ti S i Ik i "Subtotal A. I s Excludes trod Arquiaitino Costa I I I B.I Major League uperaa I hFull Fields iEmstlslul - ]m I (Half field (Emmmal . Ur ICovered Bam i! Structure IGenera. $ItewOrk I h 1 IC.Iffolman Field Subtotal 21 S 250.000 1 S I 1 s 100.000 1 S Lump Sum i tva I S Lumr) Sum I nra ! 5 I I AMOVA T 800,000 150,000 00.000 150,000 750.000 7'35.000 2.645.000 500.000 100.000 400,000 375,000 S 1.375.000 IRcomce Plating Field I Lump Sum I na I 5 500.000 IGenerw 5ltework I Lumt, Sura u a i S 500.000 1 Wa-mme Track ©ramaize Improvements I Lumv Sum I d'a S 100.000 1.,, tsc Stadiurn levans tnc. Prem Butlmmotemerus ! i u -m[) --=, n'a 5 150.0001 1'- to=wc Exisnne Maintenance Hulldme La:m �--::.tn n a ! 5 100.000 ICIubnouse FELCdIW 64mmrr20.000-9',!SI001F I I 1 umn Sum i I I rl'a 5 2.000.000 Subtotal C! 'Fore- : uuron+er+r Replacement included in PF & E Comingen- 1.330.0 0 005UB l U l AL.I ! a e.j +v.vvv 1011/0 Sof Costs plus l0° 4 Ccsnttng:ncs' s 1.474,Ut1U -•rO"FALI I s 8.8441M "' EXcludes Lydd Acqursitino i Olt$