HomeMy WebLinkAbout2004-152 TRAFFIC IMPACT FEE CREDIT AGREEMENT
BETWEEN
INDIAN RIVER COUNTY, FLORIDA
AND
DODGERTOWN VENTURE , LLLP
WHEREAS , on March 23 , 2004 the Board of County Commissioners of
Indian River County , Florida approved Resolution No . 2004 -033 which
Resolution approved an exchange of property with Dodgertown Venture , LLLP ;
and
WHEREAS , condition number 3 of the exchange resolution read
" Dodgertown Venture will deed to Indian River County 25 feet of additional right-
of-way ( 1 . 2064 acres ) from the western border of its property in exchange for
traffic impact fee credits , with the amount not to exceed $ 75 , 000 . 00 ; " and
WHEREAS , condition number 4 of the exchange resolution provided that
" Dodgertown Venture will accept 1 . 2064-acre feet of stormwater runoff from 43rd
Avenue right-of-way in the southern 30 acres of its residential development area ,
by means of a drainage/stormwater management easement in favor of Indian
River County ; " and
WHEREAS , said deed and easement to Indian River County had been
executed by Dodgertown Venture , LLLP this -Z- d y of June , 2004 ; and
WHEREAS , Indian River County Code Section 953 . 10 ( 1 ) allows any
person commencing land development activity generating traffic to apply for a
credit against any fee owed for any land accepted and received by Indian River
County ; and
WHEREAS , the parties to the exchange have agreed that the market
value of the right-of-way and easement is $ 75 , 000 . 00 ; and
WHEREAS , Indian River County Code Section 953 . 10 (4 ) allows a credit
agreement to be approved by the County Administrator after the land dedication
is received and the application is fully executed by applicable parties ; and
WHEREAS , consistent with Indian River County Code Section
953 . 10 (6 ) ( c ) , the 43rd Avenue widening meets an expansion need on the
County' s 20 -year Transportation Capital Improvements Program ,
F :\att6rney\nancy\DOCS\DOC\TRAFFIC IMPACT FEE CREDIT AGREEMENT DODGERTOWN VENTURES LLLP .doc
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NOW, THEREFORE , by this agreement Dodgertown Venture , LLLP
requests , and Indian River County approves , traffic impact fee credits in an
amount up to $ 75 , 000 . 00 pro rated between Parcels 1A and 3A (descriptions
attached ) based on each parcel ' s 43rd Avenue lineal frontage , i . e . , up to
$ 31 , 022 . 05 traffic impact fee credit to Dodgertown Venture , LLLP , their
successors and assigns with respect to Parcel 1A , and up to $43 , 977 . 95 traffic
impact fee credit to Dodgertown Venture , LLLP , their successors and assigns
with respect to Parcel 3A , which impact fee credits shall run with the land .
DODGERTOWN VENTURE , LLLP agrees on behalf of themselves , their
successors and assigns to supply to Indian River County at the time of
application to draw on the impact fee credits a drawing and legal description of
the land and a Certificate of Title reflecting ownership of the parcel for which
credit is claimed .
IN WITNESS WHER�JF , and pursuant to the authority cited above , we
have set our hands this � day of June , 2004 .
signed in the presence of INDIAN RIVER COUNTY , FLORIDA
the follow,,in��,g(witnesse .0:�` L`'� By :
sign : &r LM � A, , A0 C%I,
print : LZ) ��� � '!� �' J eph A. Baird
unty Administrator
sign .
print :
ATT T fi. ",1 �ey! K . Barton ,
n° " clerk• ircuit Court
Fr k
Deputy: erk
"V �elkt „ = , A DODGERTOWN VENTURE , LLLP , a
�� r , to
signed 'in . the presence of the Delaware limited liability limited
following witnesses : partnership
By : P & S III , INC . , a Florida
corporation , its Genal Partner
sign : ttfs r
By :
print6d me : VZL &J$
sign : title : rCk alp.S, d .�• t'
print : President , Vice President or CEO
2
F :\attorney\nancy\DOCS\DOC\TRAFFIC IMPACT FEE CREDIT AGREEMENT DODGERTOWN VENTURES LLLP .doc
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me this"day of
June , 2004 by Joseph A. Baird , County Administrator for Indian River
County, Florida on behalf of said county. He is either personally known to me
or has produced a valid Florida driver' s license as identification .
NOTARY PUBLIC
,.••gnY'Py ,, Nancy H. Mossali sign : JI Gf,11It,{� 1 .
*. *: MY COMMISSION # DD179432 EXPIRES printed name :
�:• March 26, 2007
SEAL : ;, ,¢' BONDED THRUTROY FAIN INSURANCE, INC Commission No . :
Commission Expiration :
STATE , OF FLORIDA
COUNTY OF INDIAN RIVER
The foregQing instrument was acknowledged before me this , day of
June , 2004 by j&)hn F & d"Q , as Y's Ce l�resdehf of P &
S III , INC . , a Florida corporation , on behalf of the corporation , which
corporation is the General Partner of DODGERTOWN VENTURE , LLLP , a
Delaware limited liability limited partnership , on behalf of the limited liability
limited partnership . He is either personally known to me or has produced a valid
Florida driver' s license as identification .
NOTARY PUBLIC
sign :." j�(ij ( r 1T]
printed name :
SEAL : Commission No . :
Commission Expiration :
�•"$18400% Nancy H. Mossali
MY COMMISSION # DD179432 EXPIRES
March 24 2007
a ;
^,, ' • ��
BONDED THRUTROY FAIN INSURANCE, INC.
3
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JUN-24-2004 15 ; 37 COLLINS BROWN CALDWELL 772 234 5213 P . 02i02
DODGERTOWN PARCEL IA
A PARCEL OF LAND LYING, IN SECTION 3 , TOWNSHIP 33 SOUTH , RANGE 39 EAST , INDIAN
RIVER COUNTY , FLORIDA , DESCRIBED AS FOLLOWS -
COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 3 ; THENCE SOUTH 67 DEGREES 59
MINUTES 23 SECONDS EAST , A DISTANCE OF 80 . 89 FEET , TO A POINT ON THE SOUTH RIGHT
OF WAY LIFE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3 , AND THE POINT
OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND ; THENCE SOUTH 89 DEGREES 45
MINUTES 39 SECONDS EAST , ALONG SAID SOUTH RIGHT OF WAY LINE , A DISTANCE OF
288 . 78 FEET ; THENCE SOUTH 0 DEGREES 14 MINUTES 21 SECONDS WEST , A DISTANCE OF
857 , 00 FEET ; THENCE NORTH 69 ,DEGREES 45 MINUTES 39 SECONDS WZST , R DISTANCE OF
310 . 39 FEET TO A POINT ON A LINE WHICH IS 50 . 00 FEET FEAST OF THE CENTERLINE OF
43RD AVENUE ; THENCE NORTH 0 DEGREES 00 MINUTES 47 SECONDS EAST , ALONG SAID LINE ,
A DISTANCE OF 832 . 01 FEET ; THENCE N 45007139 " E , A DISTANCE OF 35 . 29 FEET TO THE
FOINT OF BEGINNING .
SAID PARCEL, CONTAINING 6 . 1328 ACRES , MORE OR LESS .
TOTAL P . 02
I I
DODGERTOWN PARCEL 3A
A PARCEL OF LAND LYING IN SECTION 3 , TOWNSHIP 33 SOUTH , RANGE 39 EAST , INDIAN
RIVER COUNTY , FLORIDA , DESCRIBED AS FOLLOWS ,
COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 3 ; THENCE SOUTH 39 DEGREES 41
MINUTES 59 SECONDS EAST , A DISTANCE OF 39 . 13 FEET TO A POINT ON THE SOUTH RIGHT
OF WAY LINE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3 ; THENCE SOUTH
89 DEGREES 45 MINUTES 39 SECONDS EAST , A DISTANCE OF 25 . 00 FEET ; THENCE SOUTH 0
DEGREES 00 MINUTES 47 SECONDS WEST , ALONG A LINE WHICH IS 50 . 00 FEET EAST OF THE
CENTERLINE OF 43RD AVENUE , A DISTANCE OF 857 . OI FEET , TO THE POINT OF BEGINNING
OF THE HEREIN DESCRIBED PARCEL OF LAND ; THENCE SOUTH 89 DEGREES 45 MINUTES 39
SECONDS EAST , A DISTANCE OF 345 . 39 FEET ; THENCE SOUTH 0 DEGREES 14 MINUTES 21
SECONDS WEST , A DISTANCE OF 85 . 00 FEET ; THENCE SOUTH 89 DEGREES 45 MINUTES 39
SECONDS EAST , A DISTANCE OF 905 . 94 FEET ; THENCE SOUTH 63 DEGREES 53 MINUTES 04
SECONDS EAST , A DISTANCE OF 326 . 71 FEET , TO A POINT ON THE WEST LINE OF A 66
FOOT WIDE DRAINAGE EASEMENT AS DESCRIBED IN OFFICIAL RECORD BOOK 210 , PAGE 531 ,
OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA ; THENCE SOUTH 18 DEGREES
15 MINUTES 26 SECONDS EAST , ALONG SAID LINE , A DISTANCE OF 386 . 46 FEET ; THENCE
SOUTH 69 DEGREES 22 MINUTES 53 SECONDS WEST , A . DISTANCE OF 1779 . 67 FEET , TO A
POINT ON THE LINE WHICH IS 50 . 00 FEET EAST OF THE CENTERLINE OF 43RD AVENUE ;
THENCE NORTH 0 DEGREES 00 MINUTES 47 SECONDS EAST , ALONG SAID LINE , A DISTANCE
OF 1227 . 74 FEET TO THE POINT OF BEGINNING .
SAID PARCEL CONTAINING 30 . 8662 ACRES , MORE OR LESS .
RESOLUTION NO . 2004 - ; o3
A RESOLUTION OF INDIAN RIVER
COUNTY, FLORIDA, APPROVING AN
EXCHANGE OF PROPERTY WITH
DODGERTOWN VENTURES LLLP .
WHEREAS , Dodgertown Ventures LLLP has acquired and owns
property formerly known as the Dodgertown Golf Course lying to the west and
south of Indian River County owned property known as the Dodgertown
Complex ; and
WHEREAS , the former Dodgertown Golf Course property is burdened
by a blanket parking easement running in favor of Indian River County and the
Dodgers , intended to benefit the County and the Dodgertown Complex by
providing event parking for the Dodgertown facility ; and
WHEREAS , Dodgertown Ventures LLLP is proposing an exchange of
real property with Indian River County , with the terms and conditions of the
exchange agreement as follows :
1 . Dodgertown Ventures will deed to Indian River County 9 . 1297
acres of land in fee simple south of 26th Street and adjacent to the west and
south of Holman Stadium as described in Exhibit "A" to " First Amendment to
Facility Lease Agreement" attached hereto as Exhibit "A" .
2 . Indian River County will release and terminate the blanket parking
easement it has on the balance of the Dodgertown Ventures property as set out
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RESOLUTION NO . 2004 - 033
in the Declaration of Easements for Parking recorded in Official Record Book
1426 , Page 263 , Public Records of Indian River County , Florida .
3 . Dodgertown Ventures will deed to Indian River County 25 feet of
additional right-of-way ( 1 . 2064 acres ) from the western border of its property in
exchange for traffic impact fee credits , with the amount not to exceed $75 , 000 .
4 . Dodgertown Ventures will accept 1 . 2064-acre feet of stormwater
runoff from 43rd Avenue right-of-way in the southern 30 acres of its residential
development area , by means of a drainage/stormwater management easement
in favor of Indian River County ,
5 , Indian River County will declare that " Memorandum ' of
Understanding " recorded in O . R . Book 1567 , Page 1188 , Public Records of
Indian River County, Florida of no further force and effect .
6 . The Facility Lease Agreement dated September 1 , 2000 between
Indian River County and Los Angeles Dodgers , Inc . recorded in O . R . Book 1426 ,
Page 0567 , Public Records of Indian River County , Florida will be modified by
" First Amendment to Facility Lease Agreement" ( Exhibit "A" attached ) , to add the
9 . 1297 acres acquired by Indian River County to the property being leased by
the Dodgers .
7 . Closing to occur at such time as the Indian River County Surveyor,
Attorney, Administrator, and outside counsel Bryant , Miller and Olive are
satisfied that all the conditions of this resolution necessary to close on the
transaction have been satisfied .
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RESOLUTION NO . 2004 - 033
8 , Dodgertown Ventures shall pay any and all documentary stamps ,
sales and/or transfer taxes , title insurance premiums , and recording fees .
9 . Dodgertown Ventures shall escrow with the Indian River County
Tax Collector real estate taxes , pro rated as of the date of closing .
and
WHEREAS , the terms and conditions of the proposed exchange have
been noticed in the newspaper once a week for two weeks pursuant to Florida
Statute 125 . 37 ,
NOW, THEREFORE , BE IT RESOLVED BY THE BOARD OF
COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY,
FLORIDA, that the exchange of real property pursuant to the terms and
conditions set out above are hereby approved and the Chairman or Vice
Chairman is authorized to execute this resolution and the First Amendment to
Facility Lease Agreement in substantially the same form as attached to this
resolution as Exhibit "A" and any and all instruments necessary to effectuate the
exchange , subject to the following conditions :
A . I Surveyor certification that the parcel being deeded to Indian River
County closes with Indian River County' s current holdings , i . e . , there are no gaps
between the properties .
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RESOLUTION NO . 2004 =,,,,, 0331
B . A letter from the City of Vero Beach Planning Department certifying
that the 9 . 1297 acres added to County ownership will accommodate , as is ,
sufficient parking for events at Dodgertown .
Co Approval by County Surveyor of all legal descriptions involved in
the property transfer.
D . Delivery of all instruments necessary to satisfy requirements of the
title insurance commitment for the property to be deeded to Indian River County.
The resolution was moved for adoption by Commissioner Macht ,
and the motion was seconded by Commissioner Neuberger and , upon
being put to a vote , the vote was as follows :
Caroline D . Ginn , Chairman Ave
Arthur R . Neuberger, Vice Chairman Aye
Fran B . Adams Aye
Thomas S . Lowther Ave
Kenneth R . Macht, Aye
The Chairman thereupon declared the resolution duly passed and
adopted this 23rd day of March , 2004 .
BOARD OF COUNTY COMMISSIONERS
INDIAN RIVER COUNTY , FLORIDA
By
Caroline D . Ginn , Chair
BCC approved : March 23 , 2004
A JeffreyK.K . ]ra o , lerk�vAPPROVED AS TO FORM
Deputy Clerk AND LEGAL SUFFICIENCY
my
4 WILLIAM G . COLLINS H
O ►UNTY ATTORNEY
FAAttorney\Nancy\DOCS\RES\Reso dodgertown property exchange.doc
M
EXHIBIT " All
Prepared by, Record and Return to : Draft #3
Robert C . Reid, Esq. 03/15/04
Bryant Miller & Olive P . A . #3163 . 01
201 South Monroe Street, Suite 500
Tallahassee, Florida 32301
FIRST AMENDMENT TO FACILITY LEASE AGREEMENT
This FIRST AMENDMENT TO FACILITY LEASE AGREEMENT ("First Amendment") is
made as of this day of March, 2004 (the " Effective Date" ), 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 LLC, a Delaware limited liability company, as successor in
interest to the assets of Los Angeles Dodgers, Inc ., a Delaware corporation (hereinafter referred
to as the "Dodgers") .
RECITALS
A . WHEREAS, prior to February 13; 2004, Los Angeles Dodgers, Inc. owned and
operated the Major League Baseball team known as the "Los Angeles Dodgers" (the "Team");
and
B . WHEREAS, since 1949, the Team has conducted its spring training operations
and played its spring training home games at the Facility (as such is defined in the Facility Lease
Agreement); and
C . WHEREAS, the County purchased the Facility pursuant to the Agreement for
Sale and Purchase dated September 1, 2000; and
D . WHEREAS, the County leased the Facility and certain real property to Los
Angeles Dodgers, Inc . pursuant to the Facility Lease Agreement dated September 1 , 2000 (the
"Facility Lease Agreement"); and
E . WHEREAS, pursuant to the Asset Purchase Agreement entered into as of October
9, 2003, by and between Los Angeles Dodgers, Inc . and LA Team Co . LLC, Los Angeles Dodgers,
Inc. assigned to LA Team Co . LLC all of Los Angeles Dodgers, Inc . ' s right, title and interest in,
to, and under, and LA Team Co . LLC assumed all of the obligations and liabilities of Los
Angeles Dodgers, Inc ., under all agreements, including, without limitation the Facility Lease
Agreement; and
F . WHEREAS, on February 27, 2004, LA Team Co . LLC changed its name to Los
Angeles Dodgers LLC; and
Page 1 of 10
G. WHEREAS, the County owns an additional parcel of approximately 9 . 16 acres
adjacent to the Facility (the ' Parking Property "); and
H. WHEREAS, the parties hereto desire to ensure that adequate parking is readily
available for all anticipated events at the Facility; and
I. WHEREAS, the County and Los Angeles Dodgers, LLC, as the assignee of and
successor to Los Angeles Dodgers, Inc., desire to amend the Facility Lease Agreement so as to
include the Parking Property within the property leased to the Dodgers thereunder; and
J. WHEREAS, the Dodgers desire to construct, operate and maintain certain
improvements to the Parking Property under the terms and conditions specified herein.
COVENANTS
NOW THEREFORE, in consideration of the foregoing Recitals (which are hereby
incorporated into this First Amendment) and the mutual promises and covenants set forth
below, IT IS AGREED AS FOLLOWS:
ARTICLE I
DEFINITIONS/EXHIBITS
Section 1 . 01 Exhibits. All Exhibits attached hereto are incorporated into this First
Amendment by this reference.
Section 1 . 02 Definitions. All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Facility Lease Agreement. Additionally, the following terms shall
have the following meanings :
(a) "Declaration of Easements for Parking' means that certain Declaration of
Easements for Parking entered into as of August 29, 2001, by and between the County,
Los Angeles Dodgers, Inc ., and Vero Acquisition LLLP, a Florida limited liability limited
partnership ("Developer" ), as recorded in O.R. Book 1426, Page 0623, Indian River
County .
(b) ' Parking Facility" means the Parking Property and any Parking
Improvements thereon.
(c) 'Parking Improvements " means any and all improvements to the Parking
Property made for the purpose of ensuring the ready availability and adequacy of
parking . The form and structure of the improvements will he within the sole discretion
of the Dodgers, but may include stabilized grass parking, impervious surface structure
and/or a parking garage.
Page 2 of 10
i
(d) ' Parking Property" means the real property described in Exhibit A hereto
and incorporated herein by reference .
ARTICLE II
PRIOR AGREEMENTS/PURPOSE
Section 2 . 01 Prior Agreements. The parties hereto acknowledge that certain parking
rights were granted to the County pursuant to the Parking Agreement (as defined in the Facility
Lease Agreement), which rights were intended to benefit the Facility and the Dodgers use
thereof. By this First Amendment, the parties intend to provide an alternate means of providing
the rights and benefits accorded to the County by the Parking Agreement. Therefore, all prior
agreements and understandings of the parties with respect to the provision of, or the obligation
to provide parking for the Facility, including but not limited to, the Parking Agreement, the
Facility Lease Agreement, the Development Agreement and the Declaration of Easements for
Parking ( collectively, the "Prior Agreements" ) are intended to be superceded by this First
Amendment, but only with regard to the provisions in such Prior Agreements that pertain to
parking for the Facility . Without limiting the effect of the foregoing, the parties hereby
terminate, effective immediately, the Parking Agreement and the Declaration of Easements for
Parking, and agree that any encumbrances placed on the Adjacent Land (as defined in the
Declaration of Parking Easements), including, without limitation, any and all easements running
with the land, are hereby lifted, voided, nullified, and removed . Evidence of the termination of
the Parking Agreement and the Declaration of Easements for Parking shall be recorded among
the Public Records of the County. In the event of a conflict between the provisions of this First
Amendment and the provisions of any of the Prior Agreements, the provisions of this First
Amendment will supercede and prevail over those of the Prior Agreements ,
Section 2 . 02 Purpose. The purpose of this First Amendment is to supplement and
amend the Facility Lease Agreement so as to include the Parking Facility within the scope
thereof and to set forth terms and conditions for the use and improvement of the Parking
Property by the Dodgers pursuant to the Facility Lease Agreement.
ARTICLE III
AMENDMENT
Section 3 .01 Expansion of the Land; Ingress and Egress . In consideration of the
obligations undertaken by the Dodgers in this First Amendment, the County hereby agrees to
amend the Facility Lease Agreement so that, effective as of March 23, 2004, the property referred
to in the Facility Lease Agreement and defined as the "Land" is hereby expanded to include and
encompass the Parking Property described in Exhibit A hereof. The Dodgers shall provide, or
Page 3 of 10
shall cause to be provided, adequate ingress and egress to and from the Parking Facility to 43rd
Avenue and/or 26t', Street adequate to provide for the orderly movement of vehicles to and from
the Parking Facility. All other rights and obligations that the Dodgers may have with regard to
the Land pursuant to the Facility Lease Agreement, including, without limitation, the option to
purchase the Land pursuant to Section 2 .05 of the Facility Lease Agreement, shall hereafter
apply to the Parking Property. During the Term, the County shall not lease to or grant to any
person other than the Dodgers, the right to use, manage, or operate the all or any portion of the
Parking Property.
Section 3 . 02 Management of the Parking Facility. Except as otherwise provided in this
First Amendment, the Dodgers shall have the exclusive right to use, manage, and operate the
Parking Facility at their sole discretion in accordance with the terms and purposes of the Facility
Lease Agreement. The Dodgers shall not cause, permit, or suffer any waste or damage,
disfigurement, or injury to the Parking Facility or the fixtures or equipment thereon, with the
exception of reasonable wear and tear, loss or damage by fire, natural catastrophe, or other
casualty, or condemnation. Notwithstanding anything to the contrary contained in this First
Amendment, the Dodgers shall not be responsible for ad valorem real estate taxes, if any,
assessed or collected with respect to the Parking Facility . The County shall not remove any
FF&E from the Parking 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
Parking Facility :
( a) Provide for at not less than 2,358 parking spaces, or such larger number of
spaces as equals not less than 108% of the required number of parking spaces for the
Facility in order to meet the applicable code requirements of the City;
(b) At their sole discretion, determine the form and structure of the Parking
Improvements and, in accordance with the provisions of Articles IV and VIII of the
Facility Lease Agreement, construct the Parking Improvements on the Parking Property;
(c) Perform all maintenance of the Parking Facility, including by providing
all of the labor and materials required to keep the Parking Facility clean and free of
debris and by repairing, maintaining, and replacing all components of the Parking
Facility consistent with the Maintenance Standards and the provisions of Articles IV and
VIII of the Facility Lease Agreement;
(d) Maintain the Parking Facility, including, but not limited to, any Parking
Improvements constructed thereon and grounds of the landscaping in good order,
condition, and repair, in a clean, sanitary, and safe condition, and in accordance with all
applicable laws and regulations and the provisions of Articles IV and VIII of the Facility
Lease Agreement;
Page 4 of 10
a
(e) Provide all security, crowd control, maintenance, cleaning, landscaping
and other personnel or independent contractors required for the proper maintenance
and operation of the Parking Facility consistent with the Maintenance Standards and the
provisions of Articles IV and VIII of the Facility Lease Agreement;
(f) Obtain and maintain all commercial general liability insurance necessary
or appropriate to insure the liability of the County and the Dodgers with respect to the
Parking Facility in accordance with Section 13 . 05 of the Facility Lease Agreement;
(g) Set rates and charges for the use of the Parking Facility by third parties;
(h) Control, collect, receive, and retain all revenues generated by any means
at or in connection with the Parking Facility;
(i) Select and employ all concessionaires, licensees and other contractors
with respect to the Parking Facility; and
(j) Enter into lawful contracts in the Dodgers' name relating to any and all of
the foregoing upon terms and conditions which are consistent with the Maintenance
Standards and the terms of this First Amendment.
Section 3 . 03 Maintenance . The Dodgers shall maintain the Parking Facility in
accordance with the Maintenance Standards and the provisions of Articles IV and VIII of the
Facility Lease Agreement,
Section 3 . 04 Limitations. The Dodgers ' rights and obligations under this First
Amendment are subject to the following additional limitations :
(a) No contract entered into pursuant to this First Amendment 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 Parking Facility . If, as a result of
the Dodgers ' actions, a lien or cloud is attached to the County's interest or title to the
Parking 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 Parking Facility for
any purpose or in any manner that is unlawful.
Page 5 of 10
(e) Within the policies and standards set by the County pursuant to this First
Amendment, the Dodgers shall function as an independent contractor in fulfilling the
duties required by this First Amendment. All staff required by the Dodgers to
accomplish their obligations under this First Amendment shall be employees of the
Dodgers and not the County .
(f) The Dodgers take the Parking Property "as is" both as of the Effective
Date and upon completion of the Improvements, with no warranty from the County as
to condition.
(g) The Dodgers shall provide, at their expense, all equipment necessary to
perform their responsibilities hereunder.
(h) If the County reasonably believes that the Dodgers ' failure to comply with
any of their obligations under this First Amendment involves a "life safety issue, " as
hereinafter defined, the County shall have an immediate right to correct the life safety
issue and the reasonable costs and expenses incurred by the County in correcting the life
safety issue shall be due and payable by the Dodgers to the County within thirty (30)
days after the submission of a statement to the Dodgers for the payment of the same. If
such amount is not paid when due, it shall bear interest at the prime rate published by
the 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 First
Amendment, 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 Parking Facility.
(i) Other than the Parking Improvements, the Dodgers shall not construct
any additional buildings or structures on any portion of the Parking Property without
the prior written approval of the County, which approval shall not be unreasonably
withheld .
(j) On or before the expiration date of the Term, the Dodgers shall remove all
of their personal goods and effects, repair any damage caused by such removal, and
surrender and deliver the Parking Facility in its "AS IS" condition. Any personal
property or effects not removed within thirty (30) days after the expiration date of the
Term shall be deemed to have been abandoned by the Dodgers, and may be retained or
disposed of by the County, in its sole discretion, in accordance with applicable law .
(k) Upon the expiration or earlier termination of the Facility Lease
Agreement, the Dodgers shall return the Parking Facility to the County free and clear of
any contractual obligations or other legal encumbrances granted by the Dodgers, except
utility easements and other encumbrances necessary for the maintenance and operation
of the Parking Facility,
Page 6 of 10
(1) The Parking 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 First Amendment, "Hazardous Materials" shall mean any
containment, chemical, waste, irritant petroleum product, waste product, radioactive
material, flammable or corrosive substance, explosive, poly-chlorinated 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 .
(m) If the Dodgers pay the rent and comply with all other terms of this First
Amendment, the Dodgers may occupy and enjoy the premises of the Parking Facility for
the full Term and any renewals thereof, subject to the provisions of this First
Amendment and the Facility Lease Agreement.
Section 3 . 05 Indemnification The Dodgers shall defend, indemnify and hold the
County harmless from all claims relating to the installation and construction of the Parking
Improvements, including, but not limited to, those that may be asserted against the Dodgers or
the Parking Facility, and also including without limitation, all lien rights or claims created or
permitted by the Dodgers, its employees, agents or contractors, in exercising its access and
possessory rights as set forth herein relating to the installation and construction of the Parking
Improvements,
Section 3 . 06 Facility Lease Agreement. All other terms and conditions of the Facility
Lease Agreement remain the same, and shall remain in full force and effect.
[Remainder of page intentionally left blank.]
Page 7 of 10
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IN WITNESS THEREOF, the undersigned have executed this First Amendment as of the
day and year first above written.
[Seal] INDIAN RIVER COUNTY, FLORIDA,
AS LESSOR
Date: By :
Its : Chairman
Attest:
Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By:
County Attorney
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER )
The foregoing instrument was acknowledged before me this day of
2004, 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 8 of 10
Y
[Seal] LOS ANGELES DODGERS, INC.,
AS LESSEE
Date: By :
Its :
Attest:
Secretary
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2004, 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 :
Page 9 of 10
EXHIBITS :
Exhibit A Legal Description of Parking Facility
Page 10 of 10
DODGERTOWN PARCEL 2
A PARCEL OF LAND LYING IN SECTION 3 . TOWNSHIP 33 . SOUTH , RANGE 39 EAST , INDIAN
RIVER COUNTY , FLORIDA , DESCRIBED AS FOLLOWS :
COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 3 : THENCE SOUTH 67 DEGREES 59
MINUTES 23 SECONDS EAST , A DISTANCE OF 80 . 89 FEET TO A POINT ON THE SOUTH RIGHT
OF WAY LINE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3 : THENCE SOUTH
89 DEGREES 45 MINUTES 39 SECONDS EAST , ALONG SAID SOUTH RIGHT OF WAY LINE , A
DISTANCE OF 288 . 78 FEET , TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED
PARCEL OF LAND : ' THENCE CONTINUE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST ,
ALONG SAID LINE , A DISTANCE OF 392 . 00 FEET : THENCE - SOUTH 0 DEGREES 14 MINUTES 21
SECONDS WEST , A DISTANCE OF 876 . 82 FEET : THENCE SOUTH 89 DEGREES 45 MINUTES 39
SECONDS EAST , A DISTANCE OF 414 . 56 FEET : THENCE SOUTH . 63 DEGREES 53 MINUTES 04
SECONDS EAST , A DISTANCE OF 149 . 35 FEET : THENCE NORTH 89 DEGREES 45 MINUTES 39
SECONDS WEST , A DISTANCE OF 905 . 94 FEET : THENCE - NORTH - 0 DEGREES 14 MINUTES 21
SECONDS EAST . A DISTANCE OF 85 . 00 FEET : THENCE NORTH 89 DEGREES 45 MINUTES 39
SECONDS WEST . A DISTANCE OF 35 . 00 FEET : THENCE NORTH 0 DEGREES 14 MINUTES 21
SECONDS EAST . A DISTANCE OF 857 . 00 FEET TO THE POINT OF BEGINNING ,
SAID PARCEL CONTAINING 9 . 1297 ACRES , MORE OR LESS .
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