HomeMy WebLinkAbout2000-266F•
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EXHIBIT F
FOP*f!ff CAPITAL RESERVE ACCOUNT AGREEMENT
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CAPITAL RESERVE ACCOUNT AGREEMENT
This Capital Reserve Account Agreement is made and entered into as of September 1, 2000, by
and among First Union National Bank, a national banking association duly organized and existing under the
laws of the United States (the "Capital Reserve Account Agent"), Los Angeles Dodgers, inc,, a Delaware
corporation (the "Dodgers") and Indian River County, Florida, a political subdivision of the State of Florida
(the "County").
WHEREAS, the County i� the owner of that certain parcel of real property more particularly
described on Exhibit A attached hereto and incorporated herein by reference (the "Land"), on which Land
is located a professional baseball spring training facility known as "Dodgertown, "which is comprised of
Hohnan Stadium, an eighty-nine (89) unit hotel facility, a conference center with meeting and dining rooms,
a clubhouse and weight room, in -door batting and pitching cages, four (Q) frill baseball practice fields, and
two (2) half baseball practice fields (Collectively, the "Existing Facilities"); and
WHEREAS, the County has leased the Land and the Existing Facilities to the Dodgers for a term
of not less than 20 years pursuant to that certain Facility Lease Agreement dated as of September 1, 2000
(the "Lease"); and
WHEREAS, the Dodgers have agreed to undertake certain capital improvements to the Existing
Facilities and the Land (collectively, the "Improvements"). as contemplated by the Lease and in accordance
with and as required by that certain Development Agreement dated as of September 1, 2000 (the
"Development Agreement") between the County and the Dodgers: and
M IEREAS, as part of the consideration to be paid by the Dodgers to the County under the Lease.
the Dodgers have undertaken the obligation to maintain (within the standards set forth in the Lease) the
Existing Facilities, the Improvements and any additional improvements on or to the Land voluntarily
undertaken by the Dodgers (collectively, the "Facility') at the sole costs of the Dodgers: and
WHEREAS. the County desires to protect its invesunent in the County's property constsang of the
Land and the Facility and to help insure that the Land and the Facility Evill fx maintained as anticipated by
the Lease; and
WHEREAS, in order to so protect the County's propem•, the County has agreed to fund the
Capital Reserve Account herein created to assist the Dodgers in maintaining the Land and the Facility.
NOW, THEREFORE, in consideration of the premises'tuid recitals set forth above, which premises
and recitals are hereby incorporated herein as if fully set forth herein, and other good and valuable
consideration, the receipt of which is hereby aclmowledged, die County, the Dodgers and the Capital
Reserve Account Agent agree as follows:
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CAPITAL RESERVE ACCOUNTAGREEMENT
This Capital Reserve Account Agreement is made and entered into as of September 1, 2000, by
and among First Union National Bank, a national banking association duly orginized and existing under the
laws of the United States (the "Capital Resenc Account Agent"), Los Angeles Dodgers, Inc., a Delaware
Corporation (the "Dodgers") and Indian RiverCounty, Florida, a political subdivision of the State of Florida
(the "County"),
WHEREAS, the County is the owner of that certain parcel of real property more particularly
described on Exhibit A attached hereto and incorporated herein by reference (the "Land"), on which Land
is located a professional baseball spring training facility known as "Dodgertown," which is comprised of
Holman Stadium, an eighty -tune (89) unit hotel facility, a conference center with meeting and dining rooms,
a clubhouse and weight roam, in -door batting attd pitching cages, four (4) full baseball practice fields, and
two (2) half baseball practice fields (collectively, the "Existing Facilities"); and
WHEREAS, the County has leased the Land and the Existing Facilities to the Dodgers for a terni
of not less than 20 years pursuant to that certain Facility Lease Agreement dated as of September 1, 2000
(the "Lease"); and
WHEREAS, the Dodgers have agreed to undertake certain capital improvements to the Existing
Facilities and the Land (collectively, the ""Improvennents" ), as contemplated by the Lease and in accordance
with and as required by that certain Development Agreement dated as of September 1, 2000 (the
"Development Agreement") between the County and the Dodgers; and
WHEREAS, as part of the consideration to be paid by the Dodgers to the County under the Lease,
the Dodgers have undertaken the obligation to maintain (within the standards set forth in the Lease) the
Existing Facilities, the Improvements and any additional improvements on or to the Land voluntarily
undertaken by the Dodgers (collectively, the "Facility") at the sole costs of the Dodgers; and
WHEREAS, the County desires to protect its investment in the County's property consisting of the
Land and the Facility and to help insure that the Land and the Facility will be maintained as anticipated by
the Lease; and
WI IEREAS, in order to so protect the County's property, the County has agreed to fund the
Capital Reserve Account herein created to assist the Dodgers in maintaining the Land and the Facility.
NOW, THEREFORE, in consideration of the premises and r vitals set forth above, which premises
and recitals are hereby incorporated herein as if fully set forth herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the County, the Dodgers and the Capital
Reserve Account. Agent agree as follows:
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Escrow of Funds. In conjunction with the issuance of revenue bonds (the "Bonds") by the
County to finance the acquisition of the Uuid and the closing on the acquisition thereof by the County, the
County shall transfer or cause to be transferred to the Capital Reserve Account Agent the amount of
$2,000,000.00 to be held in escrow and deposited in a separate escrow account maintained in the State
of Florida (the "Capital Reserve Account"), invested and disbursed as provided herein.
Investment. Funds in the Capital Reserve Account shall be invested at the direction of the
Dodgers in such invcstrnents which are legal investments for County funds which are set forth in Exhibit "B"
attached hereto and made a part hereof, as same may be amended by the County from time to time.
Interest earnings on such funds shall be deposited to the Capital Reserve Account and disbursed as
provided in Section 3 hereof.
Disbursement. Funds on deposit in the Capital Reserve Account shall be disbursed by the
Capital Reserve Account Agent solely upon fulfillment of the following conditions:
(a) Subject to there not having occurred an event as set forth in paragraph (b) of this Section
3, upon submission of a Requisition Request in the fomt attached hereto as Exhibit "C", the Capital Reserve
Account Agent is authorized and directed to pay to the payee designated in such Requisition Request the
amount designated for such payment from amounts on deposit in the Capital Reserve Account, including
any investment earnings thereon.
(b) Upon telephonic notice from the County, to be promptly confirmed in writing, that a default.
by the Dodgers has occurred under the Lease and the County has terminated the Lease as set forth in
Section 10.04 of the Lease, moneys on deposit in the Capital Reserve Account thereupon, including, any
investment earnings die rcon, shall be held by the Capital Reserve Account Agent for the exclusive benefit
of the County and disbursed to the County in accordance with written instructions from the County
Administrator or his designee.
4. Authorized Uses of Funds in the Capital Reserve Account. The funds held in the Capital
Reserve Account may be used solely for the limited purposes set forth herein. Any Requisition submitted
by the Dodgers to the County for approval shall constitute an affsrsmative statement by the Dodgers that all
items for which payment is requested under the Requisition is for a use permitted by this Section 4.
Permitted uses shall consist of two categories, (i) any component of the Improvements as set forth in the
Development Agreement, and (ii) costs related to a repair or replacement of any component of the Facility.
The costs of all components of the Improvements shall first be paid from fi.tnds on deposit in the
Construction Fund funded with proceeds of the Bonds, and then from the Capital Reserve Account rather
than with funds provided by the Dodgers. The County agrees to approve such Requisitions upon delivery
of the back-up material required to be submitted with all Requisitions for costs of a component of the
Improvements.
To the extent the lodgers elect to obtain reimbursetuent for the costs of any repair or replacement
from the Capital Deserve Account rather than with funds provided by the Dodgers, the County agrees to
approve such Requisition so long as (i) the payee thereunder is a third patty provider of goods or service,
and (ii) the repair or replacement constitutes a capital expenditure, and the County shall consider approval
of any other Requisition for the cost of a repair or replacement, each upon delivery of the back-up material
required to be submitted with all Requisitions for costs of a repair or replacement.
S. AssjWn►ent. The patties lie reto acknowledge that no party may assign its rights hereunder
without the prior written consent of the other parties hereto, and that, upon such assignment, the assigning
party's assignee will succeed to all of the assigning party's rights under this Capital Reserve Account
Agreement.
6. cgs of " pital Reserve Account Avent. In consideration of its services as Capital Reserve
Account Agent hereunder, tate Capital Reserve Account Agent shall be entitled to fees and expenses
agreed upon by the C'anital Reserve Account Agent, (11S County and the Dodgers, as set forth in Exhibit
D hereto, and tate fees -<rtd-e7rpc� of the Capital Reserve Account Agent will be paid
from funds on deposit in the Capital Reserve Account in accordance with such fee schedule. If for any
reason funds in the Capital Reserve Account are insuf#i ient to cover such SoLonensation and
reimhursernent, the Rodgers shall nrornntly pay such a-rnrougts to the Canital Reserve Account
_AggjiLunan reccint of ai itemized invoice. —
7. 1 literpleader in case any dispute shall arise between or among the County and the
[lodgers as to the disposition of funds deposited under this Capital Reserve Account Agreement, the
Capital Deserve Account Agent shall have the right, hitt shall not t1e nliligatcd, to bring all action in a
court of competentgurisdiction located in Indian River County, Florida, to interplead the parties hereto and
anyother persons to resolve such dispute. Any costs orexpenses incurred in connection with any such
action t not 11mite(lany exLlgnses and reaspriahly attorneyfees. 1 i h
Capital Reserve Account Agent, shall be paid by the unsuccessful party in the dispute.
(a) This. Capital Re crve Account Agreement shall be: construed in accordance with, and
governed by the laws of, the State of Florida.
(b) The Capital Reserve Account Agent, as a part of the consideration for the acceptance of
this Capital Reserve Account Agreement, shall not be liable for any acts or omissions done in good faith,
nor for any claims, demands or losses, nor for any damages made or suffered by any party to this Capital
Reserve Account Agreement, excepting such as may arise through or be caused by its willful misconduct
or gross negligence._ Any obligations of Oe Countv,gild/or tile IlodgeU under this Cat ital RUSH
Account Ag gement t4 tate Gaolta14teceryc Account Ag nt sliali survive giv termination of this
Account ir. i n th , r , i gnatia n or - MYLQ�t;aLqf Q,Pital Hume Account
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(c) In the event any provision of this Capital Reserve Account Agreement shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provisions hereof.
(d) 7itis Capital Reserve Account Agreement shall inure to the benefit of and shall be binding
upon the parties hereto and their respective successors and assigns.
(e) This Capital. Reserve Account Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute one and the same instrument (a party may
execute a copy of this Agreement and deliver it by facsimile transmission; provided however, that any such
party shall promptly deliver an original signed copy of this Agreement).
(0 All notices to be given under this Capital Reserve Account Agrecmcnt shall be made in
writing and shall be deemed delivered when delivered by hand or by overnight courier delivery service, to
the other party at its address set forth opposite its signature below or at such address as the party may
provide in writing from time to time.
9. The Capital Reserve Account Agent may resign and be discharged of its duties hereunder
by exccutang an instrument in writing specifying the date when such resignation shall take effect, and filing
the same with the County and the Dodgers not less than -Estixtp (60)� tl&-ty [ } days before the elate when
such resi6piation shall take cffecr, provided, that such resignation shall not be effective unless a new capital
reserve account agent shall have accepted appointment hereunder.
10. 77te Capital Reserve Account Agent may be removed by agreement of the County and
the Dodgers at any time by an instrument in whiting, filed with the Capital Reserve Account Agent not less
than *sixty-f66j* hirt days before the date when such removal shall take effect. No removal of
the Capital Reserve Account Agent shall be effective until a successor has been appointed and agreed to
serve hereunder.
1 l . Following die resignation or removal of the Capital Reserve Account Agent, a successor
escrow agent, acceptable to the Dodgers, shall be appointed by the County. Any such successor escrow
agent shall be a national banking association or other banking institution with trust powers qualified to act
as the capital reserve account agent hereunder under the laws of the State of Florida and shall affirmatively
agree to hold the Capital Reserve ACefiurtt in accordance with the terms hcreoi
12. Z7 is Capital Reserve Account Agreement shall terminate upon disbutscment of all fonds
in the Capital Reserve Account in accordance with Section 3 hereof.
13. Capital Reserve Account Agent shall not be required to recognize any other agreement
between the other parties hereto even though reference thereto may be made herein or copies or provisions
thereof may be annexed as exhibits hereto and whether or not it may have knowledge thereof, it being the
intent of the parties hereto that Capital Reserve Account Agent's duties and responsibilities are only those
as are expressly set forth herein. Capital Reserve Account Agent shall have no responsibility whatsoever
with respect to the undertakings of any other party hereto or to any notices or undertakings of anyone not
a party hereto. j "apital Reserve Account Agent shall have no liability or ONgallo with
respect tothe. funds in the Canitl}l R serve Account jacent for the Cnnita l,eserve Account
Agent'i_►villful misconduct ur gross negligence,, The Capital Reserve Account Agent's `sole
res�nns'b' ilb.111a11 be for the saueeniue. invest tui. and dishurse m o_f the funds in ft
DyiULBRsprym Aceount i _ I ne"th lIe terms of this C'anital Reserve ACC611pt
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IN WITNESS WHEREOF, the parties hereto have executed this Capital Reserve Account
Agreement as of the date first written below.
Notigg Address:
Indian River County
1840 25'' Street
Vero Beach, Florida 32960
Attw County Administrator
Phone: (561) 567-8400, Ext. 1408
Fax: (561)978-1822
Attest:
By:
Cou, erk J.K. 8Aftj'QM
Approved as to Form and
Legal Sufficiency
By:
County Attorney
Notiee Address:
Los Angeles Dodgers, Inc.
1004 Elysian Park Avenue
Los Angeles, California 90012
Attn: Santiago Fernandez, Esq.
Senior Vice President & General Counsel
Phone: (323) 224-1312
Fax: (323)224-1595
INDIAN RIVER COUN'T'Y, FLORIDA
Name: Fran B. Adams
Title: Chairman
LOS ANGELES DODGERS, INC.
By
Name: Santiago Fernandez
Title: Senior Vice President &
General Counsel
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ACCEPTED AND AGREED TO AS CAPITAL RESERVE ACCOUNT AGENT:
Notice Address- FIRST UNION NATIONAL BANK
First Union National Bank
Phanc. (954) 596-69W,
hone: (305178946gi
Fax: (105) 7824 7M9
.............
0 0 Mu
Phanc. (954) 596-69W,
hone: (305178946gi
Fax: (105) 7824 7M9
EXHIBIT A
Legal Description of Land
(PARCEL I)
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 89* 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 TI II: NORTHWEST, HAVING A RADIUS OF
1125.14 FEET AND A CENTRAL ANGLE OF 14.57'00"; TI [IENCE 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 FELT AND A CENTRAL
ANGLE OF 19.54'25'; THENCE ALONG TIIE ARC OF SAID CURVE A DISTANCE OF 634.34
FEET TO THE POINT OF TANGENCY; THENCE SOUTH 00.32'28" EAST, 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 RIGI•IT-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 2O.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 `i'O "T'IIE POINT
OF BEGINNING.
A- I
(PARCEL 2)
COMMENCING AT THE NORTHWEST CORNER OF TRACT 5, SECTION 3, TOWNSHIP 33
SOUTH, RANGE 39 FAST, 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 FAST, 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 FAST 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" FAST, 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 AFOREMEN'T'IONED TOWNSHIP LINE, A DISTANCE
OF 2666.10 FEET TO A POINT WI IICI I IS 25 FEET EAST OF THE WEST LINE OF TRACT 4
IN SAID SECTION 3; THENCE RUN SOUTH 00. 17'40" FAST, 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 TIIEREOF,
AS RECORDED IN PLAT BOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF ST. LUCIE (NOW
INDIAN RIVER) COUNTY, FLORIDA, SAID PARCEL DESCRIBED AS FOLLOWS:
BEGIN ATTHE INTERSECTION OF THE EAST RIGHT -Or -WAY LINE OF 43RD AVENUE (A
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 SOUTI 163.53'04" 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
A-2
RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE SOUTH 18.5'26" EAST, ALONG
SAID WESTERLY LINE, A DISTANCE OF 386.46 FEET; THENCE SOUTH 69.2'53" WEST,
ALONG A LIME 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
EXHIBIT B
Legal Investments for County Funds
Legal investments for County funds shall be subject to restrictions as may be imposed by law (Section 2
18.415 of Florida State Statutes). Funds will only be invested in the following securities:
1. Direct obligations of the United States Treasury;
2. State of Florida Local Government Surplus Funds Trust Fund (SBA);
3. Florida Local Government Investment Trust Fund (FLGJT);
4. Interest-bearing time deposits or savings accounts in qualified public depositories as
defined in Section 280.02, Florida Statutcs;
5. Federal agencies and instrumentalities;
6. Securities of, or other interests in, any open-end or closed-end management -type
investment company or investment trust registered under the Investment Company Act of
1940, 15 U.S.C. ss. 80a-1 ct seq., as amended from time to time, provided that the
portfolio of such investment company or investment tntst is limited to obligations of the
United States Government or any agency or instrumentality thereof and to repurchase
agreements fully collateralized by such United States Government obligations, and
provided that such investment company or investment trust takes delivery of such
collateral either directly or through an authorized custodian;
7. Securities and Exchange Commission registered money market funds with the highest
credit quality rating from a nationally recognized rating agency; or
8, Repurchase agreements with a term of one year or less collateralized by direct
obligations of the United States Government which have maturities of three (3) years or
less and a market value 103% of the repurchase amount.
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EXHIBIT C
FORM OF REQUISITION REQUEST
FOR IMPROVEMENT COSTS
REQUISITION REQUEST NO.
DATE:
TOTAL DISBURSEMENT REQUESTED; $
REFERENCE: Development Agreement dated as of September 1, 2000 (the Development
Agreement'), between Los Angeles Dodgers, Inc. (the "Dodgers"), and Indian
River County, Florida, (the "County")
as the Capital Reserve Account Agent (the "Capital Reserve
Account Agent') is hereby requested to disburse from the Capital Reserve Account established under
that certain Capital Reserve Account Agreement, dated as of September 1, 2000, by and among the
Capital Reserve Account Agent, the Dodgers, and the County, to the person, firm or corporation
designated below as Payce, the sum set fortis below such designation, in payment of the cost of those
items of the Improvement constructed or installed pursuant to the [development Agreement.
The undersigned, on behalf of the Dodgers, hereby directs and instructs the Capital Reserve
Account Agent to pay the amounts in accordance with the invoices attached as Exhibit A, and
certifies in connection with such direction that:
(a) The Improvement described on Exhibit "A" hereto has been constructed or installed at
the Facility and the construction or installation of such Improvement has been completed
on or before the date hereof;
(b) The Dodgers have conducted such inspection anti/or testing of the Irnprovement as they
deem necessary and appropriate, and have accepted the Improvement; and
(c) The Improvement described on Exhibit "A" hereto is covered against all risks pursuant
C-1
to the policy of insurance required by the Facility Lease Agreement dated as of
September 1, 2000 between the County and the Dodgers.
2. In the event that the Dodgers are to be reimbursed for invoices previously paid by the Dodgers
40 forsuch items, written evidence of such prior payment and the amount thereof is also attached to
this Requisition.
3. Attached hereto are the following (check each item attached), each ofwhich is true and correct
in all respects:
{_) A true copy of the applicable purchase order and, where applicable, a duplicate original
of any change order approved by the Dodgers increasing the costs of the Improvements
in an amount in excess of the original price therefor;
(_) Bills of sale for any component of the Improvements for which a bill of salc may be
delivered; and/or
(_) A true copy of the Payees statement or invoice.
4. Please disburse the following amount to the following Payee (if more than one Payee, please
attach additional pages hereto setting forth the following information):
Amount:
Address: _
Invoice No.:
5. To induce the County to approve this Requisition and authorize the Capital Reserve Account
Agent to disburse funds held in the Capital Reserve Account, the undersigned certifies that there
are no outstanding construction liens against the Facility.
G. The following constitutes an itemized list of attachments to this certificate, if applicable:
C-2
(a) Contractors Application for Payment (AIA Forms G702 and 0703).
(b) Architcet•s Certificate (AIA Forms 0702 and G703).
C-3
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EXECUTED this day of , 2{}_..,.
LOS ANGELES DODGERS, INC.
(Authorized Signature)
Approved for payment:
INDIAN RIVER COUNTY, FLORIDA
County Administrator (or designee)
C -d
FORM OF REQUISITION REQUEST
FOR REPAIR OR REPLACEMENT COSTS
REQUISITION REQUEST NO.
'j DATE:.
�j TOTAL DISBURSEMENT REQUESTED; $
REFERENCE:Facility Lease Agreement dated as of September 1, 2000 (the "Lease"), between Los
Angeles Dodgers, Inc., as lessee (the "Dodgers"), and Indian River County, Florida, as
lessor (the "County")
as the Capital Reserve Account Agent (the "Capital Reserve
Account Agent") is hereby requested to disburse from the Capital Reserve Account established under
that certain Capital. Reserve Account Agreement dated as of September 1, 2000, by and among the
Capital Reserve Account Agent, the Dodgers, and the County, to the person, firm or corporation
desig-hated below as Payee, the sum set forth below such designation, in payment of the cost of the items
of repair or replacement pursuant to the Lease.
1. The undersigned, on behalf of the Dodgers, hereby directs and instructs the Capital Reserve
Account Agent to pay the amounts in accordance with tine invoices attached hereto as (Exhibit A,
and certifies in connection with such direction that:
(a) The repairs or replacements described on Exhibit "A" hereto represent repairs or
replacements which have been constructed or installed at the Facility and the
construction or installation of such repairs and replacements has been completed on or
before the date hereof,
(b) The Dodgers have conducted such inspection and/or testing of tine repairs or
replacements as they deem necessary and appropriate and have accepted such repairs
or replacements; and
(c) The repa;rs and replacements described on Exhibit A" hereto are covered against all
" risks pursuant to the policy of insurance required by the Lease.
C -S
2. In the event that the Dodgers are to be reimbursed for invoices previously paid by the Dodgers
for such items, written evidence of such prior payment and the amount thereof is also attached to
this Requisition Request.
3. Attached hereto are the following (check each item attached), each of which is true and correct
i
in all respects:
I
{`} A true copy of the applicable purchase order for the repair or replacement;
{�) Bills of sale for any component of the repair or replacement for which a bill of
sale may be delivered; and/or
[�) A true copy of the Payees statement or invoice.
4. Please disburse the following amount to the following Payee (if more than one Payee, please
attach additional pages hereto setting forth the following information):
Payee:
Amount:
Address;
Invoice No.:
5. To induce the County to approve this Requisition and authorize the Capital Reserve Account
Agent to disburse funds held in the Capital Reserve Account, the undersigned certifies that there
are no outstanding construction liens against the Facility.
6. The following constitutes an itemized list of attachments to this certificate (if applicable):
(a) Contractors Application for Payment (AIA Forms G702 and 0703).
(b) Architects Certificate (AIA Forms G702 and G703).
C-6
EXECUTEDeL
Approved for p
INDIAN RIVE
By:
County Admin
EXHIBIT D
Proposal Letter from Capital Reserve Account Agent
Ill
0
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original document : 3.IBONDSi2000131631CAPITAL RESERVEIFINALCRA.WPD
and revised document: J:IBONDS12000131631CAPITAL RESERVE19-5-CRA.WPD
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D-2