STADIUM LEASE AGREEMENT
by and between
HAGERSTOWN BASEBALL, LLC
and
THE ECONOMIC DEVELOPMENT AUTHORITY
OF THE COUNTY OF SPOTSYLVANIA,
COMMONWEALTH OF VIRGINIA
May 4, 2015
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STADIUM LEASE AGREEMENT
This Stadium Lease Agreement (hereinafter “Agreement”) is made and entered into as of May 7,
2015 (“Effective Date”), by and between HAGERSTOWN BASEBALL, LLC, a Florida limited
liability company (“Lessee”), and THE ECONOMIC DEVELOPMENT AUTHORITY OF THE
COUNTY OF SPOTSYLVANIA, VIRGINIA (hereinafter “Stadium Owner”). (Lessee, Stadium
Owner are sometimes herein referred to collectively as the “Parties” or singularly as a “Party”).
WITNESSETH
WHEREAS, Lessee is the owner of a minor league professional baseball team (“Team”) that is
an affiliate of the Washington Nationals Major League Baseball Club (“Nationals”) and a
member of the South Atlantic League of Professional Baseball Clubs, Inc. (“League”). The
League is a member of the National Association of Professional Baseball Leagues, Inc., also
known as Minor League Baseball (“NAPBL”); and
WHEREAS, Stadium Owner and Lessee intend to enter into a Development Agreement
(“Development Agreement”) regarding the design, financing and construction of a multi-purpose
minor league professional baseball stadium with Available Parking Areas (“Stadium”) in
Spotsylvania County as shown in the Development Agreement, with a goal of opening the
Stadium in the 2016 League baseball season. The Stadium and related improvements are to be
constructed in accordance with the procedures set forth in the Development Agreement on that
certain land owned or to be acquired by or on behalf of the Stadium Owner located in the County
of Spotsylvania, Virginia (“County”) that is more particularly described in the Development
Agreement (“Property”) for the exclusive management, operation and use by Lessee for the
exhibition of minor league professional baseball games and other events, including but not
limited to those allowed by law or not prohibited (all referred to as the “Allowed Uses”). A copy
of the Development Agreement will be attached hereto as Exhibit A and by this reference
incorporated herein; and
WHEREAS, the Stadium Owner intends to finance, develop, construct and lease the Stadium to
Lessee under the terms and conditions set forth herein, and the Lessee desires to lease the
Stadium from the Stadium Owner for the Allowed Uses, and to exclusively manage, use and
operate the Stadium for the Term (as hereinafter defined) as outlined in this Agreement; and
WHEREAS, the Stadium Owner is requesting the County to appropriate and provide sufficient
funds to the Stadium Owner and give its moral obligation to support the debt service associated
with the Stadium Owner borrowing up to Forty Three Million ($43,000,000.00) Dollars; and
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the above clauses are hereby incorporated into this Agreement and the Stadium
Owner and Lessee, each intending to be legally bound do hereby mutually agree as follows:
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DEFINITIONS
For all purposes of this Agreement the following capitalized terms shall have the following
meanings:
“Accepted Event” shall have the meaning set forth in Section 4(b)(ii).
“Agreement” shall have the meaning set forth in the introductory paragraph of this Agreement.
“Allowed Uses” shall have the meaning set forth in this Agreement and as allowed or not
prohibited by any law, as amended.
“Annual Rent” shall have the meaning set forth in Section 5 of this Agreement.
“Available Parking Areas” shall have the meaning set forth in Section 6(c).
“Applicable Laws” shall mean all applicable laws, ordinances, orders, rules, regulations,
resolutions and requirements of duly constituted Governmental Authorities.
“Baseball Game” means any Game or any other baseball game or baseball exhibition game
played in the Stadium including games sanctioned by a professional league, and any college,
high school or other amateur baseball game.
“Beneficial Occupancy” shall occur when all final regulatory approvals (including federal, state,
county and city approvals, as applicable and Certificate of Occupancy) have been obtained for
the Stadium and the Property and appurtenant improvements (including, without limitation, the
Available Parking Areas by a Parking Availability Agreement, seating areas, Concessions areas,
Concessions equipment, playing field, Suites, press boxes, drainage facilities, and other
improvements agreed upon by the Parties for proper operation and use of the Stadium), and
evidence of such approvals (including, without limitation, a certification of completion by the
Stadium architect) has been delivered to Lessee such that it is reasonably understood that the
Stadium can be used for its intended purposes.
“Capital Expenditures” shall have the meaning set forth in Section 10(i).
“Commencement Date” shall have the meaning set forth in Section 3(e).
“Community Activity” shall have the meaning set forth in Section 4(b)(i).
“Concessions” means all food and beverages, including but not limited to beer, wine and wine
coolers, alcoholic and non-alcoholic beverages, confections, peanut, popcorn, ice cream, hot
dogs, hamburgers, and all other food and beverage items customarily offered or sold at baseball
games and other events in stadiums of similar type as the Stadium. The term Concessions
includes all food and beverage catering services provided in Suites, gathering and picnic areas
and all other group catering services but shall not include Merchandise.
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“Defaulting Party” shall have the meaning set forth in Section 15.
“Deficiency” shall have time meaning set forth in Section 3(g).
“Delayed Deficiency” shall have the meaning set forth in Section 3(g).
“Effective Date” shall have the meaning set forth in forth in the introductory paragraph of this
Agreement.
“Event(s)” means a Baseball Game or Other Event.
“First Renewal Term” shall have the meaning set forth in Section 2(c).
“Force Majeure” means any cause or event not within the reasonable control of the Stadium
Owner or Lessee, excluding those due to the Stadium Owner’s or Lessee’s negligence, but
including, without limitation, natural disasters; strikes, lockouts or other industrial disturbances;
acts of public enemies; acts of terrorism; validly issued orders of restraint of any kind of the
Government of the United States of America, the Commonwealth of Virginia, or the County of
Spotsylvania, VA or any of their departments, agencies or officials, or any other governmental,
civil or military authority; insurrection; riots; landslides; earthquakes; fires; storms; droughts;
floods; explosions; breakage or accidents to machinery, transmission pipes or canals.
“Game(s)” means any exhibition game, all-star game, regular season game, preseason game, or
postseason game (i.e., a game that occurs as a result of a team making the playoffs in a league)
between a professional or amateur sports team and any opposing team at the Stadium.
“Gross Revenues” means all revenue arising from or derived from the operation and use of the
Stadium and any Event at the Stadium, whether received by Lessee, by any entity affiliated with
Lessee, or by any party arising from or related to any Accepted Event, including but not limited
to, Ticket Sales, all of the items mentioned in Section 6(a) through (o), inclusive, income from
third-party concession vendors and any revenue contemplated by this Agreement, including any
Arcade Revenues or revenue amounts expected or received as or for any type of naming rights or
sponsorship.
“Home Game(s)” means any Minor League Baseball game or other Game in which the Lessee
Team acts as the host team for its opponent (i.e., the Team takes the field in the first half of each
inning and bats in the last half of each inning of such baseball game).
“Initial Term” shall have the meaning set forth in Section 2(b).
“League” means the South Atlantic League of Professional Baseball Clubs, Inc. or any successor
thereof.
“Lease Payment” shall have the meaning set forth in Section 5.
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“Lessee” means Hagerstown Baseball, LLC, its subsidiaries and controlled affiliates, its
designee, nominee, successors and/or assigns.
“Lessee Exclusive Areas” means the entire Stadium, Property and premises, including parking
areas.
“Major Leagues” means Major League Baseball, which includes the National League of
Professional Baseball Clubs, the American League of Professional Baseball Clubs, and the teams
comprising the American and National League, or any of them.
“Merchandise” means all souvenirs; novelties; scorecards; programs, yearbooks and other
publications; promotional materials; hats, jerseys. t-shirts and other sports apparel and
merchandise, including but not limited to items bearing Lessee’s insignia or the insignia of teams
in Major League Baseball, the League or any other professional team or organization; and any
other similar or incidental items customarily offered or sold at baseball games in stadiums of
similar type as the Stadium.
“Minimum Standards” shall have the meaning set forth in Section 3(b).
“Minor League Baseball” or “NAPBL” means the National Association of Professional Baseball
Leagues, Inc.
“MLBAM” means Major League Baseball Advanced Media. L.P.
“Necessary Items” shall have the meaning set forth in Section 10(j).
“Non-Defaulting Party” shall have the meaning set forth in Section 15.
“Other Event(s)” means an event at, or other usage of, the Stadium, Property and premises other
than a team sport activity.
“Parking Availability Agreement” shall have the meaning set forth in Section 6(c).
“Property Taxes” shall have the meaning set forth in Section 19.
“Second Renewal Term” shall have the meaning set forth in Section 2(c).
“Property” shall have the meaning set forth above in this Agreement.
“Stadium Naming Rights” shall have the meaning set forth in Section 6(h).
“Stadium” shall have the meaning set forth above in this Agreement.
“Stadium Capital Improvements Fund” means a trust fund established by the Stadium Owner for
use for Capital Expenditures and equipment change-out solely at or for the Stadium as described
in Section 10(l).
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“Stadium Maintenance Fund” shall mean a trust fund established by the Stadium Owner for use
for Maintenance and similar Stadium items at or for the Stadium as described in Section 10(m).
“Suite(s)” means the private suites to be located in the Stadium which shall be enclosed and air
conditioned.
“Team Event” means a Team Baseball Game or Other Event.
“Term” shall have the meaning set forth in Section 2(c) hereof.
“Ticket Sales” means the revenue received from all ticket sales for all Events at the Stadium less
all applicable taxes or fees.
“Utilities” shall mean services for electric, natural gas or propane, sewage, heating oil, cable TV,
sanitation and water utilized at the Stadium and Property.
“Video Displays” shall have the meaning set forth in Section 3(c).
SECTION 2 – CONTINGENCIES & LEASE TERM
(a) Effectiveness; Conditions. This Agreement is conditioned upon and subject to the following
contingencies:
1. Acquisition of the Property by the Stadium Owner on or before May 31, 2015. It is
understood that the Stadium Owner does not currently own the Property, is under no
obligation to acquire the Property and may in its sole discretion determine not to acquire
the Property;
2. Adoption of a resolution by the Spotsylvania County Board of Supervisors on or before
May 7, 2015 approving the County's moral obligation to provide funds sufficient to cover
the debt service on the Stadium Owner Financing and such other costs as may be incurred
by the Stadium Owner pursuant to this Agreement;
3. Approval of the debt/bond financing for the construction of the Stadium and Project
Budget by the Stadium Owner's governing body on or before May 31, 2015 (“Stadium
Owner Financing”) and the subsequent sale of bonds within ninety (90) days thereafter;
4. On or before May 31, 2015, unless such date is extended by mutual agreement, Lessee
shall have obtained all necessary and final approvals, which shall be irrevocable and in
writing, from the League, NAPBL, and MLB (collectively, the “Baseball Authorities”), as
applicable, for (a) the design of the Stadium, (b) the relocation of the Team to the Stadium,
and (c) such other approvals as are required by the Baseball Authorities with respect to the
transactions contemplated by this Agreement. The date on which these approvals are due
shall be automatically extended so long as Lessee has filed the requisite application
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(including all related documentation) with the Baseball Authorities and NAPBL confirms
that the application is undergoing the approval consideration process;
5. Adoption of a resolution by the Stadium Owner's governing body on or before May 31,
2015 approving a Development Agreement with the Lessee regarding the construction of
the Stadium and a Parking Agreement concerning future parking deck obligations.
5.6. Zoning approval to operate the baseball Stadium and perform the Allowed Uses by July
30, 2015.
If any of the foregoing conditions are not satisfied by the stated deadline(s), this
Agreement shall automatically terminate without penalty, shall be null and void and
neither Party shall have any obligations to the other under this Agreement.
(b) Initial Term. The initial term of this Agreement shall commence on the date of Beneficial
Occupancy and shall, unless sooner terminated as provided herein, continue therefrom until
midnight on the December 31st after the Team completes twenty-five (25) full regular League
baseball seasons (plus post-season if applicable) following the Beneficial Occupancy Date
(“Initial Term”).
(c) Renewal Terms. Provided the Lessee is not in default of any of Lessee’s material obligations
under this Agreement, Lessee shall have the right in its sole and absolute discretion, upon written
notice to the Stadium Owner at least six (6) months prior to the end of the Initial Term, to extend
the Term of this Agreement for an additional five (5) years following the Initial Term (the “First
Renewal Term”). In the event that Lessee exercises Lessee’s option to extend the Term of this
Agreement into the First Renewal Term, then, provided that Lessee is not in material default
hereunder, Lessee shall have in its sole and absolute discretion one (1) additional option to
extend the Term of this Agreement for an additional five (5) years after the First Renewal Term
(the “Second Renewal Term”), by notifying the Stadium Owner of Lessee’s exercise of such
option no later than six (6) months prior to the expiration of the First Renewal Term. There shall
be no privilege to renew or extend the Term of this Agreement for any period of time beyond the
expiration of the Second Renewal Term without a subsequent mutually agreed upon amendment
to this Agreement executed in compliance with this Agreement. The Initial Term, together with
any applicable renewal periods (the First Renewal Term and the Second Renewal Term, as
applicable) shall be known as, and considered to be part of, the “Term” for all intents and
purposes hereunder.
SECTION 3 - STADIUM DEVELOPMENT & COMPLETION
(a) Property. Once the Stadium Owner has acquired or obtained complete ownership and
possession rights to the Property and has acquired zoning approval and any and all rights and
licenses necessary to take possession of and develop the Property, to build the Stadium on the
Property, and to allow Lessee to utilize the Stadium and the Available Parking Areas, the
Stadium Owner’s performance of this Agreement and each party’s exercise of such party’s rights
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under this Agreement will not conflict with or result in a breach of any binding agreement to
which the Stadium Owner is a party.
(b) Development of the Stadium. The Stadium Owner shall develop the Stadium on the
Property in accordance with the Development Agreement attached hereto as Schedule A and
such that, upon completion, the Stadium will have a seating capacity to accommodate five
thousand five hundred (5,500) simultaneous Home Game attendees and be of a quality that meets
or exceeds that of the newest minor league professional baseball stadiums in the region and that
will meet or exceed the other standards and specifications established by the League and by
Minor League Baseball for Class A Stadiums (“Minimum Standards”). The Stadium shall be
reasonably energy efficient, based upon construction standards and practices at the time of its
construction and the Stadium Owner will consider “green” solutions when economically and
commercially viable. In order to ensure that the Stadium meets the foregoing requirements, the
Stadium Owner agrees to consult on an ongoing basis with Lessee on the Development
Agreement, the Property location and acquisition, design of the Stadium, the Project Budget (as
defined below) and during the Stadium construction. Lessee shall be invited to participate in all
meetings related to Property location, acquisition, design, planning and construction, and
Available Parking Areas, and shall be a party to the Development Agreement.
(i) The Stadium Owner shall finance, pay and, in accordance with the Development
Agreement, contract for the development of the Stadium, and be responsible for all work,
construction and installation of all systems related to operation of the Stadium, including the
build-out of the Lessee Exclusive Areas, all in accordance with the project budget attached
hereto as Schedule B (the “Project Budget”) and incorporated herein by this reference. Without
limiting the foregoing, the Stadium will include those items set forth on Schedule C (“Stadium
Items”) attached hereto and incorporated herein by this reference. The parties agree that the
budget for the Stadium construction shall be, but not exceed, Thirty-Three Million
($33,000,000.00) Dollars excluding the cost of Property acquisition, and the Project Budget shall
reference that amount (“Project Budget Amount”), and the amount of Eight Million
($8,000,000.00) Dollars which Lessee shall contribute to the Project Budget Amount (“Lessee’s
Construction Contribution”). The parties agree the Stadium Owner shall expend and apply the
Lessee’s Construction Contribution solely to the costs of construction of the Stadium including
On-Property Parking at the Stadium) in accordance with the Project Budget. Commencing within
thirty (30) days after the Commencement Date, so long as the Lessee is satisfied that Stadium
Owner is not in breach of this Agreement and the Stadium Owner’s payments of the Project
Budget Amount for Stadium construction are to Lessee’s satisfaction, the Lessee shall pay the
Lessee’s Construction Contribution to the Stadium Owner, in equal monthly installments
amortized (without interest or any additional fees or charges) over the total Stadium construction
time period as referenced in the Development Agreement (Schedule A). The Parties agree that
any excess of funds or uncommitted or unspent amounts, arising from or resulting from the
actual project costs being, as of the Beneficial Occupancy Date, less than or under the Project
Budget Amount, shall be applied, at Lessee’s option either to purchase or fund additional or
upgraded Stadium or related amenities or to reduce and to pre-pay in advance all or part of the
Lessee’s required contribution(s) to the Stadium Capital Improvements for the Initial Term of
this Agreement Fund, as defined and described in Section 10(l), and which shall be credited
against and reduce Lessee’s subsequent required contribution(s) thereto.
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The Stadium Owner shall use commercially reasonable efforts to obtain, install and maintain
(within the Project Budget), or to work with the Virginia Department of Transportation to obtain,
install and maintain, directional signage (including the Stadium name and logo) to the Stadium
on all nearby major highways and thoroughfares directing patrons to the Stadium. The Stadium
Owner will be responsible for using best efforts toward obtaining permission and approvals to
install four (4) video signs within County limits to generate public awareness of and interest in
Events to be held at the Stadium. The Stadium Owner shall be solely and completely responsible
for providing proper ingress and egress to the Stadium.
(ii) The Stadium Owner represents warrants and covenants that the design, development and
construction of the Stadium shall comply with all applicable local, state and federal laws,
ordinances, codes and regulations, and the Stadium will be designed to comply with the
Americans With Disabilities Act of 1990, as amended, and all other applicable local, state and
federal laws, ordinances, codes and regulations.
(iii) Notwithstanding anything to the contrary contained in this Agreement and
notwithstanding any review by Lessee of the design development and construction documents
relating to the Stadium, Stadium Owner shall be solely responsible for the design and
construction of the Stadium, and the compliance of all plans and specifications with all
applicable laws and regulations, and Lessee shall have no responsibility or liability with regard
to the safety, sufficiency, adequacy or legality thereof.
(iv) At no cost to Lessee or the Project Budget, the Stadium Owner shall obtain and/or make
all reasonable efforts to ensure as appropriate and commercially reasonable, that all permits,
approvals and clearances (including all utilities and connections therefor) are promptly obtained
to assist in the timely completion of each phase of Stadium construction. The Stadium Owner, its
employees or agents will obtain such building permits, signage, noise and light ordinance
permits and/or clearances as necessary to alter street and traffic flow as per the Stadium plan and
such other permits and clearances as may be required in order to complete the Stadium as
contemplated hereunder.
(c) Stadium Signage. The Stadium Owner shall be responsible to ensure that the Project Budget
in Schedule B includes the purchase and installation of a quality double sided video board, two
(2) outfield wall Ribbon Boards for sponsorship sign displays, two (2) marquee video entrance
boards, eight (8) color remote controlled sign boards through key locations in City and in and at
the Stadium (the “Video Displays”), an amount necessary to provide Video Displays equal to or
greater than the quality of those currently in existence at other similar stadiums. The Video
Displays shall include software and hardware necessary for operation and three remote control
cameras to broadcast games on video boards and through cable TV.
(d) Equipment & Furnishings. The Stadium Owner shall be responsible for all amounts set
forth in Schedule B attached hereto (Project Budget) for the costs necessary to equip and install
equipment and furnishings at the Stadium.
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(e) Commencement Date & Beneficial Occupancy. The Stadium Owner shall break-ground at
the Property and commence construction of the Stadium thereon not later than July 1, 2015
(“Commencement Date”).
(i) The Stadium Owner shall have the Stadium available for Beneficial Occupancy on October
1, 2016 (“Beneficial Occupancy Date”). It is understood that if certain parts of the Stadium are
ready and meet Beneficial Occupancy prior to others, Lessee may (but is not required to) take
early occupancy of such areas if acceptable to the Stadium Owner, and possession of such areas
by Lessee shall constitute Beneficial Occupancy of the Stadium. The parties acknowledge that in
order for Lessee to effectuate a smooth transition of Games to the Stadium, it is important for
Lessee to have access to and use of the Stadium team offices as early as possible. Accordingly,
the Stadium Owner shall make all commercially reasonable efforts to ready the Stadium team
offices for occupancy by Lessee on or before the Beneficial Occupancy Date.
(ii) Absent a willful default by Stadium Owner of its obligations under this Section 3, or as
otherwise provided for in this Agreement, Lessee shall take possession of the Stadium at the time
of Beneficial Occupancy under the terms of this Agreement.
(f) Moving Expenses. Lessee, at its sole cost and expense, shall be responsible for all costs and
expenses arising in conjunction with the relocation of Lessee’s equipment from its current
location to the Stadium.
(g) Deficiencies. The parties acknowledge and agree that additional improvements and
modifications to the Stadium may be necessary following the date of Beneficial Occupancy to
correct incomplete or inadequate work or other shortfalls in Stadium construction (each, a
“Deficiency”). Lessee and the Stadium Owner agree to work together to identify the
Deficiencies and to correct the Deficiencies in a prompt and efficient manner provided such
Deficiency is related to the original Project Budget and design scope of the Stadium.
In this regard, upon notification by Lessee of a Deficiency, the Stadium Owner agrees to use
commercially reasonable efforts to correct such Deficiency within fifteen (15) days of such
notification. The Stadium Owner further agrees that work to correct such deficiencies shall not
materially interfere with the staging of Baseball Games or Other Events at the Stadium. If the
Stadium Owner does not correct a Deficiency within fifteen (15) days of such notification (a
“Delayed Deficiency”), or if Lessee determines in good faith that the Deficiency is of such an
urgent nature that it must be repaired in less than fifteen (15) days, then Lessee shall be entitled
to correct such Deficiency upon prior notice to the Stadium Owner, provided that in the case of a
Delayed Deficiency, the cost to correct such Delayed Deficiency is less than Fifty Thousand
($50,000.00) Dollars.
If necessary in order to preserve product or service warranties, Lessee shall use reasonable
efforts to engage contractors from a pre-approved list of contractors provided by the Stadium
Owner. Lessee shall invoice the Stadium Owner for the costs incurred in correcting such
Delayed Deficiency, and the Stadium Owner shall reimburse Lessee from the Stadium Capital
Improvement Fund for such costs within forty-five (45) days of receipt of such invoice, or shall
reimburse the Lessee from such reserves available in the Project Budget. If the Stadium Owner
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fails to reimburse Lessee within such forty-five (45) day period and the Stadium Owner is not
then contesting the invoice or the amount thereof, then Lessee shall be entitled to offset such
costs from subsequent Stadium Rent payments or other payments required under this Agreement.
(h) Lessee Remedies. The Stadium Owner acknowledges that its covenant to have the Stadium
available for Beneficial Occupancy no later than the Beneficial Occupancy Date is of great
importance to Lessee and that in the event the Stadium is not available for Beneficial Occupancy
by the Beneficial Occupancy Date, Lessee will suffer damages, the actual amount of which
would be impractical or extremely difficult to determine, that the liquidated damages amount set
forth below is a reasonable pre-estimate of what Lessee’s monetary damages would be in the
event the Stadium is not available for Beneficial Occupancy by the Beneficial Occupancy Date
and the Parties mutually intend that the Lessee receive liquidated damages rather than penalties
to compensate Lessee if the Stadium is not available for Beneficial Occupancy by the Beneficial
Occupancy Date. Therefore, in the event the Stadium is not available for Beneficial Occupancy
by the Beneficial Occupancy Date, then Lessee will have the following available remedies: The
Stadium Owner shall ensure that any general contractor of the Stadium contractually agrees to
pay to Lessee liquidated damages for each day after the Beneficial Occupancy Date on which the
Stadium is not available for Beneficial Occupancy the amount of Two Thousand ($2,000.00)
Dollars per calendar day or to provide, at other than Lessee’s expense, an alternative and
temporary location suitable and acceptable to Lessee until Beneficial Occupancy is obtained. The
parties hereby acknowledge and agree that failure of Stadium Owner to meet its obligations
under Section 3(e) of this Agreement would result in significant financial and other harm to the
Lessee and that such harm would be difficult to calculate with precision. The parties thus
acknowledge and agree that the amounts provided for in this Section 3(h) as remedies in the case
of a violation of Section 3(e) of this Agreement amount to liquidated damages, and not a penalty,
and such amounts are a reasonable estimate of damages that would occur in the event of such
breach.
It is specifically understood by and between the parties that notwithstanding any liquidated
damages contained herein, if the Stadium is not available for Beneficial Occupancy on or before
the Beneficial Occupancy Date, or some later date as the Lessee may subsequently determine
without any prejudice, Lessee shall have the right to schedule its activities or events at another
stadium and Lessee’s obligations pursuant to this Agreement shall be abated and suspended. If
the Stadium is available for Beneficial Occupancy, Lessee shall make commercially reasonable
efforts to move into the Stadium as soon as possible following the Beneficial Occupancy Date,
subject, however to any arrangements Lessee makes or has made to secure use of another
stadium during the period in which the Stadium is not available for Beneficial Occupancy,
including if the arrangement for use of such other stadium extends beyond the Beneficial
Occupancy Date.
SECTION 4 – STADIUM USE
(a) Management of the Stadium. Lessee shall have the exclusive rights to manage, occupy, use
and operate the Stadium throughout the Term as set forth in this Agreement. In order to facilitate
the satisfaction of its obligations undertaken pursuant to this Agreement and to perform its
business as anticipated under the Agreement, Lessee shall at all times during the Term of this
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Agreement have the right of access to and exclusive use of the Stadium. Subject to Lessee’s
rights hereunder during the Term of this Agreement, the Stadium Owner does not relinquish and
does retain full ownership of the Stadium. Therefore, all duly authorized representatives of the
Stadium Owner shall have reasonable access to all areas of the Stadium, except the Lessee or
team offices, with advance notice to Lessee and Lessee’s pre-approval. In addition, the Stadium
Owner retains all of its governmental and regulatory power and authority, and except as provided
in this Agreement, does not by this Agreement waive or limit any of its governmental or
regulatory power and authority.
(b) Events. Lessee shall have the exclusive right to schedule and use the Stadium to play, stage
or hold, any activities or Events as contemplated by this Agreement, including all activities
incidental to such activities or Events, all without prior consent of, or interference by, Stadium
Owner.
(i)
The Stadium Owner reserves the right to use the Stadium for not more than six (6)
events each year of the Term, which are of a community, charitable and/or civic nature that is
non-profit and where admission is free of charge (“Community Activity”). Lessee and Stadium
Owner agree to cooperate in the scheduling of any Community Activity which (i) shall be on
mutually agreeable dates, (ii) shall be consistent with the sound operation and maintenance of
comparable Single-A facilities, (iii) shall not conflict with any Home Game or Event scheduled
for the Stadium, or prevent the next scheduled Home Game or Event scheduled for the Stadium,
and (iv) shall not disrupt or damage the Stadium beyond routine wear and tear or maintenance
requirements. Lessee shall operate the Stadium for each Community Activity and shall be
reimbursed by Stadium Owner for all extraordinary expenses related thereto as shall be needed
for each such Community Activity.
(ii) The Stadium Owner may give advance reasonable notice to the Lessee to request a
specific event which is not a Community Activity to be held at the Stadium, which notice shall
be in writing and include to the Lessee’s satisfaction details about the specific event. The Lessee
may in its absolute and sole discretion reject any event requested by the Stadium Owner. If the
Lessee notifies the Stadium Owner it accepts the event so requested (“Accepted Event”), then
Lessee may schedule and hold the Accepted Event as an Other Event at the Stadium, subject to
the admissions-only revenue sharing for Accepted Events as set forth in Section 6(a) of this
Agreement.
(c) Ticketing. Lessee shall be responsible for the printing, sale and collection of all tickets for
admission to all such activities or Events. Lessee shall have the exclusive right to set ticket prices
for all such admissions.
(d) Lessee Exclusive Areas. Lessee shall have the exclusive right to occupy and use the Lessee
Exclusive Areas on a year-round basis as outlined in this Agreement. During the Term of this
Agreement and any early occupancy of the Stadium as such occupancy is permitted in this
Agreement, Lessee shall have the exclusive right to occupy and operate the Team Stores and Box
Offices.
SECTION 5 – LEASE PAYMENT
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(a) Annual Rent. Lessee shall pay annually to the Stadium Owner the sum of One Hundred
Fifty Thousand ($150,000.00) Dollars for each calendar year during the Term (“Annual Rent”),
except the first year’s rent shall be prorated based upon the number of days of Beneficial
Occupancy in the first year as described in subsection (c) of this Section (“First Year Rent”).
The Lessee shall have no obligation to pay any amount of rent until it takes Beneficial
Occupancy.
(b) Payment of Rent. The Annual Rent is based on each calendar year period and Annual Rent
payments required to be paid by Lessee hereunder shall be payable annually on April 1st of each
calendar year, except the First Year Rent is to be prorated.
(c) Pro-rated First Year Rent. For the first calendar year in which the Lessee takes Beneficial
Occupancy of the Stadium, the First Year Rent shall be the Annual Rent ($150,000.00)
multiplied by a fraction, the numerator of which shall be the number of days remaining when the
Lessee takes Beneficial Occupancy of the Stadium in that first calendar year and the denominator
of which shall be three hundred sixty-five (365). The Lessee shall pay the First Year Rent in a
single payment to the Stadium Owner on or before December 31st of that first calendar year in
which the Lessee takes Beneficial Occupancy of the Stadium.
SECTION 6 – STADIUM REVENUES
(a) Events. For any and all Events at Stadium, Lessee exclusively shall receive and retain all
Gross Revenues, except that only for Accepted Events (as in Section 4(b) of this Agreement), the
Lessee shall add to its next subsequent Annual Rent payment to the Stadium Owner the amount
of Five (5%) Percent of the Net Revenue collected from the Accepted Events in that calendar
year. For purposes hereof, the Lessee shall calculate the Net Revenue for Accepted Events by
taking into account only the admissions ticket revenue actually collected for that calendar year’s
Accepted Events and by deducting therefrom the all taxes, fees, commissions and other revenue
sharing obligations related to or arising from the Accepted Events (“Accepted Event Expenses”).
Lessee alone shall determine the Net Revenue from any Accepted Event, including the
determination of whether any amount constitutes Accepted Event Expenses. Payment by Lessee
to Stadium Owner as contemplated in this subsection shall discharge fully all Lessee’s
obligations to Stadium Owner with respect thereto.
(i) For every Home Game scheduled at the Stadium, Lessee shall provide without cost to
Stadium Owner two hundred (200) general admission tickets (“Home Game Tickets”). All
Home Game Tickets shall be distributed by the Stadium Owner free of charge to youth groups,
handicapped groups, senior citizen groups, charitable organizations, civic organizations, or other
similar groups or organizations, so as to promote attendance by persons who might otherwise be
unable to attend baseball games at the Stadium. In no event shall Home Game Tickets be sold or
subjected to a charge or fee by Stadium Owner, or distributed other than as set forth herein.
Home Game Tickets shall entitle the holder to admission to such seating areas of the Stadium
designated by the Lessee including any non-reserved bench seating, and, in the case of a
wheelchair patron and a companion, to any designated wheelchair area in the Stadium seating
bowl. Further, Home Game Tickets shall provide that the holder shall be entitled to exchange
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such ticket for a reserved seat, subject to availability, on game day upon payment of a handling
charge set by the Lessee (initially $2 per ticket). To reserve Home Game Tickets, the Stadium
Owner must notify the Lessee’s ticket box office no later than one hour before commencement
of any Home Game to allow Lessee to place such Home Game Tickets at its will-call for pickup.
Lessee may sell to any patron any Home Game Tickets not so reserved. No Home Game Tickets
carry any other privileges, and Stadium Owner or its guests hereunder shall always be
responsible for charges associated with Home Game Tickets, including any Concessions,
Merchandise, parking, taxes, other items and gratuities.
(b) Suites and Stadium Club. The Stadium shall include the Suites and Stadium Club as
referenced in the Stadium Items - Schedule C. Lessee shall have the right to use, or to lease or
license to third parties the right to use, all Suites and the Stadium Club during all Events held in
the Stadium. Lessee shall be entitled to receive and retain all Gross Revenues from the lease or
license of the Suites or Stadium Club during all Events. Lessee shall have and is hereby given the
sole and exclusive right to grant use and occupancy rights to any third parties in and to all Suites
and Party Suites that are built as a part of the Stadium, on such terms and for such fees or rentals
as the Lessee may determine in its sole discretion. Lessee shall collect all fees, rentals or other
Gross Revenues derived therefrom. Stadium Owner hereby agrees to recognize the rights of third
parties to whom the Lessee grants such use and occupancy rights, and agrees not to disturb or
interfere with the exercise of such use and occupancy rights. Such rights shall include, but not
be limited to the use of Suites and Party Suites for all Events at the Stadium. Lessee agrees that
no such rights of third parties shall extend beyond the expiration or termination of this
Agreement. Notwithstanding the foregoing, Stadium Owner shall have the right to retain the
use of one (1) Suite for its own use at every Home Game scheduled at the Stadium at no charge
by Lessee (but not including food, beverage, Concessions, Merchandise or other amenities) but
including any parking rights as granted by Lessee.
(c) Parking. The Stadium Owner shall supply, provide and cause to be provided at no cost or
charge to Lessee at least one thousand five hundred (1,500) free Parking Spaces as referenced in
the Development Agreement and the Stadium Items - Schedule C for exclusive use and control
by the Lessee during the Term, in compliance with Applicable Laws and in conformity with
NAPBL rules regarding parking (“Available Parking Areas”). Included therein shall be five
hundred (500) of these parking spaces at the Stadium on the Property (“On-Property Parking”)
and an additional one thousand (1,000) of these parking spaces in close proximity walking
distance to the Stadium (“Off-Property Parking”). Lessee shall have the exclusive use of all OnProperty Parking and Off-Property Parking for all Events at Stadium, including the exclusive
right to determine whether parking fees will be charged, the amount of any parking fees, and to
retain all such fees. Lessee may, in its sole discretion, charge parking fees in any amount for any
Event. The Stadium Owner will work with Lessee in advance to determine the exact locations of
the Available Parking Areas. The terms of this sub-section shall be memorialized in Parking
Availability Agreements between the Parties hereto, and between the Stadium Owner and any
other party as required to provide the Off-Property Parking
(d) Concessions. Lessee or an affiliated or designated entity shall have the exclusive right during
the term to operate and sell Concessions at all Events held at the Stadium. Such right shall
include the right to contract with a third-party to operate and sell Concessions at all Events held
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at the Stadium during the Term. Lessee shall receive all Gross Revenues derived from
Concessions sales at all Events. Lessee is hereby granted Stadium Owner’s permission to post
signs in appropriate locations in the Stadium which shall state that patrons are prohibited from
bringing any food, beverages, beverage containers or alcoholic beverages into the Stadium.
Lessee may in its sole discretion offer one or more Concessions at any Community Activity.
(e) Alcohol. Consistent with state laws and the provisions of this Agreement, Lessee has
exclusive rights to sell alcoholic beverages after obtaining all appropriate licenses and permits or
otherwise arranging for the legal sale of alcohol at the Stadium for all Events. If Lessee chooses
to use an outside caterer for the sale of alcohol, only a caterer licensed by the appropriate
authority will be allowed to serve alcohol. Lessee and the Stadium Owner agree that the use of
alcohol in the Stadium shall be in accordance with all laws and applicable rules and regulations
of Major League Baseball, Minor League Baseball and any other applicable governing body. The
Stadium Owner agrees to assist the Lessee in obtaining and retaining such permits and licenses,
provided, however that the Stadium Owner shall not be required to expend any fees for such
permits and licenses. If at any time Lessee, through no fault of its own, is unable to obtain or
continue a license for the sale of alcohol, beer and/or wine under applicable law and regulation,
Lessee shall have the right upon written notice to Stadium Owner to either (i) require a
renegotiation of the Annual Rent that will compensate Lessee for profits lost thereon, or (ii)
terminate this Agreement, effective as of ninety (90) days following such notice to Stadium
Owner.
(f) Pricing. Lessee shall have the sole, exclusive and absolute authority to set the prices of all
Concession or other similar items to be sold by Lessee or its concessionaires. Lessee shall post in
a conspicuous place at each concession stand (permanent or temporary) a list of prices of all
items or services offered for sale.
(g) Quality. All concessionaires and concession services permitted under this Agreement shall
be of a quality and commensurate with industry standards prevailing in stadiums similar to the
Stadium. Lessee shall provide and require concessionaires and concession services to be in a
sufficient number, involving properly trained concession personnel. Lessee shall maintain
standards of cleanliness and all drinks, confections and other items sold or kept for sale will
conform in all respects to applicable health regulations and laws.
(h) Stadium Naming Rights. During the Term, Lessee shall have the exclusive rights to
designate the official name and logo of the Stadium and all portions thereof and to market and
sell same (collectively “Naming Rights”) and to receive all Gross Revenues derived therefrom.
The Stadium Owner will cooperate with Lessee in good faith as requested by Lessee in
furtherance of Lessee’s effort to market and sell the Naming Rights. Lessee shall designate
placement of any and all fixed exterior naming signage facing outside or away from the Stadium,
with such signage to be included in the Project Budget and paid for by the Stadium Owner.
Stadium Owner hereby grants to the Lessee the sole and exclusive right to designate the Naming
Rights of the Stadium during the Term, subject to the Stadium Owner’s prior approval of such
Stadium name only, which approval shall not be unreasonably withheld or delayed. It is
understood and agreed by the Stadium Owner that the Lessee intends to enter into certain
agreements with third parties (“Naming Rights Agreements”) during the Term, conferring the
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Naming Rights, or portions thereof, to such third parties (“Naming Rights Partners”), on such
terms and conditions as the Lessee may determine, in return for certain fees and other benefits
which shall be received and retained by the Lessee. Stadium Owner agrees to fully cooperate
with Lessee in effectuating such Naming Rights Agreements, including, but not limited to,
joining in such Naming Rights Agreements for the limited purpose of recognizing the rights of
such third parties, but without receiving any revenue therefrom, provided, however, that the
Stadium Owner shall not be required to incur any costs or expenses in the negotiation or
performance, other than the foregoing obligation of Stadium Owner, of any such agreement
relating to such Naming Rights.
(i) Advertising; Sponsorship. Lessee shall have sole and exclusive rights to sell advertising and
sponsorships for all areas of the Stadium based on rules of Minor League Baseball/Major League
Baseball for sponsorships including, but not limited to, fixed and rotational scoreboard signage,
signage outside the Stadium, outfield wall signage, video scoreboard advertising, concourse
signage, signage or advertising in Suites and all pre-game, in-game, post-game and team
sponsorships, including game night promotions, interactive fan games and contests, and all
giveaway promotions. To the extent permitted by applicable County code, the Stadium Owner
will permit Lessee to install advertising signs on the exterior or interior of the Stadium walls.
Lessee shall be entitled to receive all Gross Revenues derived from advertising and sponsorship
sales for the Stadium and for all Events.
(j) Merchandise. Lessee or its assignees shall have the sole and exclusive rights to sell
Merchandise and shall receive all Gross Revenues received from such sales of Merchandise.
(k) Media. Lessee shall possess and retain sole and exclusive ownership and control, and retain
the exclusive right to broadcast via television, radio, internet or other medium, all Events, or to
sell such rights, including, but not limited to, broadcast rights, on-air advertising and
sponsorships associated with Stadium or Events. Lessee shall receive all Gross Revenues derived
therefrom or from the staging of Events.
(l) Branding & Other Rights. Lessee shall possess and retain sole and exclusive branding and
other rights at the Stadium or Property and receive all Gross Revenues derived therefrom.
(m) Games and Contests. Lessee shall have the sole and exclusive right to charge admission,
participation and related fees and charges in connection with the operation and staging of other
activities at the Stadium during all Events. Lessee shall receive all Gross Revenues derived from
such other activities at all Events during the Term.
(n) Arcade Games & Amusements. Lessee shall receive all Gross Revenues derived from
arcade games and amusements in the Stadium during the Term (“Arcade Revenues”). Lessee will
supply manpower and gifts for ticket redemption at the Lessee’s cost related to said arcade
games in the Stadium. Lessee will be responsible for the replenishment of monetary change or
tickets in all machines related to Arcade Revenues.
(o) All Other Revenues. Lessee shall receive all other Gross Revenues derived from the use,
operation or management of the Stadium including arising from any and all Events.
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SECTION 7 – PUBLIC SAFETY
(a) Police, Fire, etc. Unless otherwise mutually agreed by the Lessee and Stadium Owner, the
Stadium Owner agrees to provide support at all Events at the Stadium or Property with the
physical presence of the standard and customary two (2) police or sheriff units and one (1)
paramedic emergency medical services (“EMS”) unit, and fire equipment as necessary for
fireworks presentations (“Public Safety”). The Stadium Owner acknowledges the importance to
Lessee of being able to exhibit fireworks at certain (not all) Baseball Games at the Stadium.
Lessee is responsible for obtaining all necessary permits and licenses for the exhibition of
fireworks displays at Baseball Games. During any Event at Stadium, Lessee agrees to make
available its in-Stadium private radio system to these Public Safety personnel and reasonable
food and non-alcohol beverage from its Concessions at no charge, to any Public Safety
personnel, as defined.
SECTION 8 – EVENT EXPENSES
(a) Lessee Obligations. Lessee at its sole cost and expense shall be responsible for the following
costs and expenses incurred in connection or associated with all Events: (i) staffing levels and
expenses for Lessee’s employees and contractors; (ii) ticket takers, parking attendants at the
Stadium, players and staff, and ushers; (iii) housekeeping, sanitation and other pre-Event, inEvent and post-Event clean-up, such as trash pickup, pressure washing and restroom cleaning;
and; (iv) all other reasonable and customary expenses associated with conducting or staging
Events, other than as described in Section 7 (Public Safety), above.
(b) Stadium Owner Obligations. The Stadium Owner, at its sole cost and expense, shall be
responsible for the following costs and expenses incurred in connection or associated with all
Events: (i) all costs and expenses incurred in connection with or associated with Public Safety in
all areas in and around the Property and Stadium in accordance with Section 7; (ii) all costs or
expenses referenced elsewhere in this Agreement, including any Accepted Event Expense.
SECTION 9 - UTILITIES
(a) Obligations of Parties. Lessee shall be responsible for the cost of Utilities at the Stadium
and Property, but excluding (i) any connections therefor, which shall be at no cost to Lessee and
shall be outside the Project Budget; (ii) any other utilities; and (iii) any storm water management
related fees required.
SECTION 10 – MAINTENANCE & CAPITAL EXPENDITURES; STADIUM FUNDS
(a) General Maintenance. The Parties shall perform maintenance tasks and capital
improvements in accordance with this Section. Stadium Owner shall supply at no cost to Lessee
at least one (1) part-time employee or resource experienced in facilities maintenance to assist
Lessee in coordinating the obligations imposed by this Section 10.
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(b) Lessee’s Cleanliness Responsibilities. Lessee shall keep the non-structural portions of the
Stadium interior premises in clean condition.
(c) Stadium Owner’s Other Responsibilities. The Stadium Owner shall be responsible for the
general, year-round routine maintenance of the Stadium, including but not limited to snow and
ice removal, office lighting, concession lighting, tenting, cleaning and repair of roofs and
downspouts, and painting of walls and other exterior surfaces, plumbing, HVAC, electrical
systems, field lighting (including aiming and adjusting of field lights and bulb replacement, as
needed), wheel chair lift, concourse lighting (excluding electricity), doors, walls, and fencing,
foundations, access roads, and underground utilities, except as otherwise provided in this
Agreement. The Stadium Owner will, in consultation with Lessee, winterize the Stadium and
prepare it for spring each year, as needed.
(d) Plan. Annually during the month of October, representatives from Lessee and the Stadium
Owner shall establish a mutually acceptable plan for the maintenance of the Stadium. The plan
will include an inventory of items of equipment and other property owned by each party with an
anticipated replacement schedule for each such item. The Stadium Owner and Lessee shall
conduct joint inspections of such items at times mutually agreed upon. The parties shall
accomplish or pay for the items included in the plan by utilizing the Stadium Maintenance Fund,
any expenditure from which shall require Stadium Owner’s pre-approval, which shall not be
unreasonably withheld.
(e) Landscaping. Stadium Owner shall be responsible to install landscaping within and outside
the Stadium in accordance with the Project Budget, including to maintain in good condition all
landscaping and planting areas at the Stadium, any pruning, weeding, and fertilization as
necessary to ensure that the plantings remain healthy and attractive in its sole discretion.
(f) Playing Field. Lessee shall be responsible for the maintenance and upkeep of the entire
baseball playing field, including any routine drainage maintenance. Lessee shall maintain the
baseball playing field so that it meets all League and Minor League Baseball requirements. In
addition to the foregoing, Lessee shall be responsible for the care and upkeep of any tarpaulins
for the playing field. In the event Lessee determines after reasonable consultation with the
Stadium Owner that the baseball playing field or surface needs to be replaced, the Stadium
Owner will be responsible for making commercially reasonable efforts towards such replacement
utilizing the Stadium Capital Improvements Fund. Additionally, Stadium Owner will purchase,
included in the Project Budget, a hard cover to protect the infield portion of the playing field for
non-sporting or Other Events.
(g) Video Displays. Lessee shall be responsible to operate the Video Displays including any
software upgrades and future releases to support the same. Stadium Owner shall purchase a
contract for hardware and software support and maintenance and shall be responsible for same.
(h) Improvements. Except as otherwise provided in this Agreement, the Stadium Owner is
responsible for all improvements and or modifications to the Stadium required in order to ensure
compliance with the City's fire prevention code or other applicable code or law.
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(i) Capital Expenditures. The Stadium Owner covenants that the Stadium shall remain at or
above the Minimum Standards and comparable to other Class A minor league facilities in the
region during the Term. Without limiting the generality of the foregoing, the Stadium Owner, at
its sole cost and expense utilizing the Stadium Capital Improvements Fund shall be responsible
for paying for, or reimbursing Lessee for, previously approved reasonable, substantiated costs of
all “Capital Expenditures” for the Stadium, which shall include the following: (i) Labor and
materials required to repair, restore, and/or replace, when necessary, all structural components or
parts of the Stadium, including, but not limited to, all foundations, footings, structural members,
piers, columns, walls, roofs, ramps and steps; (ii) The provision of all labor and materials
required to repair, restore, and/or replace, when necessary, all integral components or parts of the
Stadium, including, but not limited to, parking lots and access road surface and curb repairs,
parking lot and access road lighting installations including towers, poles, wires and conduits and
light towers; (iii) Replacement or refurbishment and/or overhaul of the HVAC, plumbing,
electrical, water, sewerage, security (fire and theft) systems and all fixtures and equipment; (iv)
Repair and/or replacement of cracked and/or disintegrated concrete, broken pipes, floor drains,
traps and associated piping, leaking roofs and/or ceilings; (v) Repair and/or replacement of seats
and seat standards, cup holders and other integral components of the seating areas of the
Stadium; (vi) Painting of all surfaces of the Stadium; (vii) Replacement and/or repair of all walls
and fencing, including the outfield walls, interior walls, and other exterior and perimeter
fencings; (viii) Repair and/or replacement of the video displays, sound system and public address
system; (ix) Replacement and/or repair of all electrical systems, including risers, panels,
disconnects, transformers, circuit boards, main switches and overload protection and control
hardware; (x) Replacement of the playing surface of the Stadium; (xi) Repair of any asphalt,
gravel, concrete and other automobile and footpath surfaces on the Property; and (xii) Any other
item to which the parties mutually agree (all collectively “Capital Expenditures”).
(j) Determination of Necessary Improvements. Lessee may from time to time in the exercise
of its sole discretion provide the Stadium Owner with a written list, in Lessee’s opinion, of
necessary Capital Expenditures. Any such list shall include reasonable detail regarding the
proposed improvement and the costs associated therewith and shall be accompanied by at least
one bid from an unaffiliated third party for completion of such improvement. The Stadium
Owner shall provide comments on the list to Lessee within thirty (30) days of its submittal to the
Stadium Owner. If the Stadium Owner does not provide comments within such thirty (30) day
period, then Lessee’s list shall be deemed accepted and such items shall be deemed “Necessary
Items” which must be completed. If the Stadium Owner provides comments within such thirty
(30) day period, then the parties shall negotiate in good faith to arrive at a mutually acceptable
list of necessary Capital Expenditures. In the event Lessee and the Stadium Owner cannot arrive
at a mutually acceptable list of necessary Capital Expenditures, the Stadium Owner and the
Lessee shall submit the disagreement to arbitration by a mutually agreed unaffiliated person
skilled and experience in facility management (the “Arbitrator”) for a resolution of the
disagreement in accordance with the rules of the American Arbitration Association. Such items
on a mutually accepted list of Capital Expenditures or as deemed appropriate by the Arbitrator
shall be known as “Necessary/Critical Items.”
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(k) Timing of Performance. The Lessee shall pursue and manage completion of any
Necessary/Critical Items upon determination thereof in accordance with the aforementioned
subsection, but in any event within thirty (30) days. Lessee shall invoice the Stadium Owner for
agreed upon costs incurred in completing such Necessary/Critical Items, and the Stadium Owner
shall reimburse Lessee from the Stadium Capital Improvements Fund and/or the Stadium
Maintenance Fund for such costs within thirty (30) days of receipt of such invoice.
(l) Stadium Capital Improvements Fund. The Stadium Owner shall establish and maintain the
Stadium Capital Improvements Fund (“SCIF”) for the long term capital needs of the Stadium.
The primary purpose of the SCIF shall be to ensure that the Stadium remains a first-class Class A
minor league facility and an asset to the Stadium Owner and the surrounding community for the
Term of this Agreement. Capital Expenditures shall include equipment change-outs and shall be
funded by the Stadium Owner from the SCIF. To the extent the SCIF is not otherwise funded in
accordance with Section 3.b.(i), above, then the Lessee shall contribute Forty Thousand
($40,000.00) Dollars to the SCIF on or about the Beneficial Occupancy Date and shall add an
additional amount of $40,000.00 to the SCIF on each anniversary thereafter during only the
Initial Term. Notwithstanding the foregoing, in the event the mutually agreed upon Capital
Expenditures exceed funds available in the SCIF, the Stadium Owner shall remain responsible
for the full cost of all such mutually agreed upon Capital Expenditures.
(m) Stadium Maintenance Fund. The Stadium Owner shall also establish and maintain a
Stadium Maintenance Fund (“SMF”) for the maintenance needs of the Stadium. The primary
purpose of the SMF shall be to ensure that the Stadium is maintained as a first-class Class A
minor league facility and an asset to the Stadium Owner and the surrounding community for the
Term of this Agreement. Maintenance expenditures shall include all break-fix, replacement and
routine maintenance to the Stadium and equipment, and shall be funded therefrom. The Lessee
shall contribute Forty Thousand ($40,000.00) Dollars to the SMF on the Beneficial Occupancy
Date and shall add an additional amount of $40,000.00 to the SMF on each anniversary
thereafter during only the Initial Term. Notwithstanding the foregoing, in the event mutually
agreed upon maintenance expenditures exceed funds available in the SMF, the Stadium Owner
shall remain responsible for the full cost of all such mutually agreed upon maintenance
expenditures and may utilize therefor any funds existing in the SCIF referenced in subsection (l),
and then only when the Stadium Owner has fully depleted all funds in both the SMF and the
SCIF under these circumstances and for these purposes shall the Lessee and the Stadium Owner
each be responsible for fifty (50%) percent of any remaining mutually agreed upon maintenance
expenditures. To assist in controlling future stadium maintenance costs, the Parties shall, where
appropriate, cooperate toward obtaining equipment and other warranties as determined by the
Lessee, for purchases made within or from the Project Budget.
SECTION 11 - DESTRUCTION
(a) Destruction. If the Stadium or any part thereof is wholly or partially destroyed, the Stadium
Owner shall, at its expense, promptly commence and diligently complete the restoration of the
Stadium (or applicable portion thereof) to substantially the same condition as it was in
immediately prior to such destruction. The Stadium Owner shall use commercially reasonable
efforts to time and organize all repair activities in such a manner as to facilitate Lessee’s ability
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to play scheduled Home Games at the Stadium and to conduct Events to the extent feasible, and
the Stadium Owner agrees to consult with Lessee on all such Stadium Owner decisions. Should
the Stadium or any part thereof be made un-tenantable for Lessee as a result of such destruction,
then the Lease Payments, or a fair and just proportion thereof, according to the nature and extent
of the destruction sustained, shall be abated until the Stadium is restored as detailed in this
subsection.
(b) Temporary Facility. If the Stadium or a material portion thereof becomes unavailable on a
temporary basis by reason of either partial destruction or repair or restoration, or for any other
reason, the Stadium Owner shall utilize commercially reasonable efforts to assist Lessee in
locating a temporary facility in which Lessee may play Games, and Lessee may otherwise
conduct Events at other locations in Lessee’s discretion.
SECTION 12 – INSURANCE
(a) Stadium Operations Insurance. Lessee shall, as of the Beneficial Occupancy Date and
continuing throughout the Term of this Agreement, obtain and maintain (i) public liability
coverage, including personal injury liability, liquor liability, and contractual liability, on a
commercial general liability form, the specific limits of which shall be Two Million Dollars
($2,000,000) per occurrence and the aggregate limits of which shall be Three Million Dollars
($3,000,000) combined single limit (CSL) per occurrence, and shall include bodily injury,
property damage liability, and personal and advertising injury; (ii) automobile coverage with
liability limits of One Million Dollar ($1,000,000) combined single limits (CSL) per accident
and include bodily injury and property damage liability; (iii) a general umbrella liability “follow
form” policy with limits of at least Five Million Dollars ($5,000,000); and workers compensation
coverage to protect Lessee’s permanent and temporary employees (“Stadium Operations
Insurance”). The annual cost of the Stadium Operations Insurance shall be paid or reimbursed, as
Lessee shall determine, by the Stadium Owner. The Stadium Operations Insurance shall
conform to minimum insurance standards mandated by Minor League Baseball, and in the sole
discretion of the Lessee represent the insurance coverages required. Stadium Operations
Insurance shall be evaluated by the Lessee every five (5) years, upon consultation with the
Stadium Owner, to determine whether any insurance coverages may be obtained by the Stadium
Owner on more favorable terms than obtained by the Lessee, in which case the Stadium Owner
shall cooperate with the Lessee to obtain, at Stadium Owner’s sole cost and expense, that portion
of the Stadium Operations Insurance with Lessee as the named insured. Lessee will name the
Stadium Owner as an additional insured and will provide certificates of insurance or copies of
policies upon request. Insurance coverage required herein shall be furnished by a company
approved by the insurance commission of the Commonwealth of Virginia.
(b) Lessee’s Property Insurance. Lessee shall, as of the Beneficial Occupancy Date and
continuing throughout the Term of this Agreement also, at its sole expense, maintain property or
contents insurance on all personal property within the Stadium that are owned by Lessee, in a socalled “all risk” form (with standard named peril exceptions) on a full replacement cost basis,
and any business interruption insurance.
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(c) Construction Period Insurance. Prior to the Commencement Date and continuing
thereafter until the construction of the Stadium is completed, Stadium Owner shall at all times
maintain, or cause the general contractor for the construction of the Stadium to maintain, in full
force and effect, worker’s compensation insurance as required by law, comprehensive builders
risk, casualty, property, and commercial general liability insurance covering all bodily injury,
death and property damage at the Stadium or Property including ongoing operations and
products-completed operations coverages (“Construction Period Insurance”). The Construction
Period Insurance policies shall name the Stadium Owner and Lessee as additional insureds and
provide additional insured coverage on a primary and non-contributory basis. Construction
Period Insurance policies shall contain a provision that such insurance may not be canceled by
the issuer thereof without at least thirty (30) day’s advance written notice to the Stadium Owner
and Lessee. The Stadium Owner shall deliver to Lessee copies of insurance policies or proof of
any such coverages of insurance upon Lessee’s request. The Construction Period Insurance
policies shall include appropriate waivers of subrogation rights endorsements in favor of Stadium
Owner and Lessee.
(d) Stadium Owner’s Property Insurance. Commencing no later than on the Beneficial
Occupancy Date and continuing thereafter throughout the Term, the Stadium Owner shall
maintain property insurance on the Stadium and the Property and any other assets owned by the
Stadium Owner (other than for assets therein owned by Lessee) in so-called “all risk” form (with
standard named peril exceptions) on a full replacement cost basis. Stadium Owner will provide
to Lessee certificates of all insurance or original policies as they shall be on file as of the prior to
the beginning of the Term of this Agreement. Insurance coverages required herein shall be
furnished by a company approved by the insurance commission of the Commonwealth of
Virginia. Stadium Owner may so insure the Stadium and the Property under this subsection (d)
through programs of the County, including self-insurance by the County.
(d) Waiver of Claims and Subrogation. Notwithstanding anything to the contrary herein, the
Parties hereto waive claims against each other for all loss or damage covered by any insurances
required in thus Section 12, regardless of the cause of such loss or damage.
(e) Mutual Cooperation. Should any claims, demands, suits or other legal proceedings be made
or instituted by any person against or affecting the Stadium Owner which arise out of any of the
matters relating to this Agreement or otherwise, Lessee shall notify the Stadium Owner promptly
upon becoming aware of same and Lessee shall give Stadium Owner all pertinent information
possessed by Lessee reasonable assistance in the defense or other disposition thereof. Should any
claims, demands, suits or other legal proceedings be made or instituted by any person against or
affecting Lessee which arise out of any of the matters relating to this Agreement or otherwise,
the Stadium Owner shall notify the Lessee promptly upon becoming aware of same and the
Stadium Owner shall give Lessee all pertinent information possessed by the Stadium Owner and
reasonable assistance in the defense or other disposition thereof.
SECTION 13 - SECURITY
(a) Security Systems. Security systems for Stadium shall be provided in accordance with the
Project Budget and with this Agreement. The Stadium Owner shall equip the Stadium with, and
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at all times maintain, an adequate alarm system and shall install and at all times maintain
sufficient monitoring devices, including security cameras, at the Property and inside the Stadium
including all Available Parking Areas as described in Section 6(c) of this Agreement.
SECTION 14 - MUTUAL HOLD HARMLESSINDEMNIFICATION
(a) Mutual Hold HarmlessIndemnification.
To the extent permitted by law, commencing on the Effective Date, the Lessee agrees to hold the
Stadium Owner harmless, indemnify and defend the Stadium Owner and its partners,
shareholders, directors, officers, employees, representatives, agents, invitees, assignees, tenants,
subtenants, affiliates, trustees, from and against any claim, action, loss, damage, injury, liability,
cost and expense, of whatsoever kind or nature, including, without limitation, court costs and
reasonable attorneys’ fees, caused by, resulting from or arising out the use, occupation of and
access to the Property and the Stadium.
To the extent permitted by law, commencing on the Effective Date, the Lessee and the Stadium
Owner mutually agree to hold the other harmless, from any claim, action, loss, damage, injury,
liability, cost and expense, of whatsoever kind or nature caused by, resulting from or arising out
of, or incidental to the use, occupation of and access to, the Property and the Stadium. For
purposes of this Section 14, “Lessee” means Hagerstown Baseball, LLC, its nominee or designee
under this Agreement, and any of their subsidiaries, affiliates, successors, assigns, assignees,
officers, directors, attorneys, managers, shareholders, members, partners, employees,
representatives, agents, invitees, tenants, subtenants, affiliates, subcontractors and trustees.
SECTION 15 – EVENTS OF DEFAULT & REMEDIES
(a) General. Should either the Stadium Owner or Lessee otherwise materially breach, violate or
fail to fully perform any provision or obligation contained in this Agreement (the “Defaulting
Party”), and such failure to perform continues for a period of forty-five (45) days after written
notice of such failure to perform is delivered to the Defaulting Party from the other party (the
“Non-Defaulting Party”), then, unless Section 15(b) of this Agreement applies, the NonDefaulting Party shall be entitled to seek all remedies available at law or in equity (including
termination, specific performance and injunctive relief) for breach of this Agreement except as
otherwise provided in this Agreement.
(b) Default Specific to Stadium Development and Completion and Lessee’s Taking of
Beneficial Occupancy. The Stadium Owner and the Lessee agree, that notwithstanding anything
to the contrary in this Agreement, should Stadium Owner default on its obligations under Section
3(e) of this Agreement, Lessee’s remedies for such default shall include all those referenced
above in Section 15(a), and also include the suspension of any and all of the Lessee’s Annual
Rent or other payment obligations under this Agreement and the Lessee’s Contribution for the
time the Stadium and related facilities are not completed or the Lessee does not possess
Beneficial Occupancy.
SECTION 16 – NOTICES
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(a) Notices. All notices or advices required or permitted to be given by or pursuant to this
Agreement shall be given in writing and (i) delivered by U.S. Registered or Certified Mail,
Return Receipt Requested mail or (ii) delivered for overnight delivery by a nationally recognized
overnight courier service. Such notices and advices shall be deemed to have been given on the
third business day following the date of mailing if delivered by U.S. Registered or Certified
Mail, Return Receipt Requested, or on the date of receipt if delivered for overnight delivery by a
nationally recognized overnight courier service. Unless otherwise notified in advance, all such
notices and advices and all other communications related to this Agreement shall be given as
follows or to such other address as the party may have furnished to the other party in accordance
herewith:
If to Lessee: Manager, Hagerstown Baseball, LLC, 13479 Polo Trace Drive, Delray Beach,
Florida 33446 or its designee or nominee, with a copy to John J. Ferrante, 705 Planters Row,
Wilmington, N.C. 28405.
If to the Stadium Owner: Spotsylvania Department of Economic Development & Tourism,
9019 Old Battlefield Blvd., Suite 310, Spotsylvania, Virginia 22553.
With a copy to: Brendan Scott Hefty, Esq., 1001 East Broad Street, Old City Hall, Suite 230,
Richmond, Virginia 23219.
SECTION 17 – ASSIGNMENT
(a) Assignment. Neither party may assign this Agreement without first obtaining the prior
written consent of the other party, except that Lessee may freely without consent assign this
Agreement to any controlled affiliate. This Agreement and all terms and conditions shall be
freely assumable and transferable to a new Buyer of the Lessee or in the event Lessee sells itself
or its assets. Said sale or other transaction shall not require the consent or approval of Stadium
Owner.
(b) Security. Lessee may not collaterally assign, transfer, mortgage, pledge, hypothecate or
encumber this Agreement or any interest herein as security for a loan or otherwise without the
prior written consent of the Stadium Owner, which shall not be unreasonably withheld or
delayed.
SECTION 18 - TAXES
(a) Taxes. The Stadium Owner is the owner of the Stadium and the Property and shall be solely
responsible for taxes, if any, such as Property Taxes, ad valorem taxes, or taxes which are
assessed or based on the value of the Stadium, the Property or its contents. This Agreement is
being entered into by the Parties in reliance on the Stadium being exempt from ad valorem taxes
on the basis of the following: (a) the Stadium and all FF&E contained therein (other than
personal property of Lessee) is at all times owned by the Stadium Owner; (b) the successful
development and operation of the Stadium will promote economic development, tourism and, as
a result thereof enhance the economic viability of the Stadium Owner through the development
of nearby properties, the creation of additional jobs, the infusion of capital investment and
increased commercial activity, thereby resulting in additional ad valorem property taxes,
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hospitality fees and other taxes and fees; (c) Lessee has agreed to manage and operate the
Stadium in a manner which will benefit the Stadium Owner, the County and its citizens, and the
community. The Stadium Owner represents that, notwithstanding the fact that Lessee will be
primarily responsible for the operation and management of the Stadium under this Agreement,
the Stadium will serve an essential function and will be used for a public purpose. If and to the
extent that, notwithstanding the foregoing, during the Term it is determined that the Stadium is
determined to be subject to real estate or other ad valorem taxes or payments in lieu thereof for
any reason, the Stadium Owner shall be responsible for and pay such taxes, provided that Lessee
shall cooperate so as to eliminate or mitigate such taxes.
(b) Tax Exempt Purchases. In the event that Lessee purchases goods or services that become
the property of Stadium Owner at the Stadium, Stadium Owner agrees to cooperate with Lessee
in order to take advantage of any tax exempt purchasing that the Stadium Owner is entitled to
obtain.
SECTION 19 - MISCELLANEOUS
(a) Successors/Assigns. This Agreement shall inure to the benefit of and remain fully binding
upon the parties hereto and their respective successors and permitted assigns.
(b) Quiet Enjoyment. Lessee upon fully complying with all applicable terms and provisions of
this Agreement shall peaceably and quietly enjoy the Stadium subject nevertheless, to the terms
of this Agreement.
(c) Force Majeure. Subject to Sections 10(c) and 11 above remaining in effect, if because of the
occurrence of an event of Force Majeure, either the Stadium Owner or Lessee is unable to carry
out its obligations to the other party under this Agreement, except for the payment of money, and
if such party promptly gives to the other written notice of such Force Majeure within five (5)
business days of such event, then the obligations of both parties under this Agreement shall be
excused to the extent, but only to the extent, made necessary by such Force Majeure and only
during its continuance, provided that the effect of such Force Majeure is eliminated insofar as
possible with all reasonable dispatch. Neither party shall be separately liable to the other for any
loss or damage of any kind caused by such Force Majeure.
(d) Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership
or joint venture, nor to authorize either Party hereto to act as agent for or representative of the
other Party hereto. Each Party hereto shall be deemed independent and neither shall act as, or
hold itself out as acting as, agent for the other Party hereto.
(e) No Waiver. No failure of either party to insist upon exact compliance with the terms and
provisions of this Agreement shall be deemed or construed as a waiver of any subsequent breach
of this Agreement.
(f) Mutual Dependence & Severability. All rights and duties contained in this Agreement are
mutually dependent on and one cannot exist independent of another, provided that if any one or
more of the provisions contained in this Agreement shall for any reason be held to be invalid,
25
illegal, or unenforceable in any respect, and if such holding does not affect the ability of Lessee
to perform and have access to the Stadium for all of its intended business operations as
contemplated herein, such invalidity, illegality or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision was not contained herein, to the fullest extent permitted by law.
(g) Governing Law; Jurisdiction Venue; Waiver of Jury Trial. This Agreement shall be
subject to and interpreted by and in accordance with, the laws (excluding conflict of law
provisions) of the Commonwealth of Virginia. The parties hereby submit to the jurisdiction of
the Virginia or the federal courts for the purposes of all legal proceedings arising out of or
relating to this Agreement, and the parties irrevocably waive, to the fullest extent permitted by
law, any objection which they may now or hereafter have to the venue of any such proceeding
which is brought in either such court. No party hereby waives its rights to trial by jury in either
such court.
(h) Entire Agreement. This Agreement shall constitute the entire agreement between the parties
hereto with respect to the subject matter herein contained. There are no agreements or
understandings between the parties hereto, whether oral or written, regarding the subject matter
hereof, which have not been embodied herein or incorporated herein by reference.
(i) League Approval. This Agreement shall be subject to the prior and ongoing approval of the
League and Minor League Baseball and in all respects shall be subject to the then current rules
and regulations of Major League Baseball. Lessee shall be responsible for using best efforts to
obtain all necessary approvals. The Parties hereby acknowledge and agree that all rights granted
under this Agreement are expressly subject to, and must conform with, all baseball rules and
regulations, including, without limitation: (1) all rules, regulations, constitutions and bylaws of
the League of which the Lessee is a member; (2) all rules and regulations of The National
Association of Professional Baseball Leagues, Inc. d/b/a Minor League Baseball, including the
National Association Agreement; (3) the Professional Baseball Agreement; (4) the Major
League Rules; and (5) any rule, regulation, restriction, guideline, resolution or other requirement
issued from time to time by any baseball authority (e.g., the League President, the NAPBL
President, the NAPBL Board of Trustees or the Commissioner of Baseball) including the
NAPBL Gambling Guidelines.
(j) Counterparts. This Agreement may be signed in multiple counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same instrument.
(k) Headings. The headings in this Agreement are for convenience only and shall not be deemed
to establish any obligation among the parties hereto.
(l) Amendment. This Agreement may be amended or modified only in a writing which has been
signed by both of the parties hereto and which specifically references this Agreement.
(m) Disputes. The parties shall attempt in good faith to resolve any dispute, controversy or claim
arising out of this Agreement between them by negotiations between their designated senior
26
executives who have authority to act and who will promptly meet for negotiations to attempt to
settle the dispute(s).
(n) Legal Advice. The Parties hereto acknowledge that each of them has had the benefit of legal
counsel of their choice and has been offered an opportunity to review this Agreement with
chosen legal counsel. The Parties hereto further acknowledge that they have, individually or
through their respective legal counsel, participated in the preparation of this Agreement, and it is
understood that no provision hereof shall be construed against any Party hereto by reason of
either Party having drafted or prepared this Agreement.
(o) Recorded Lease. Pursuant to law, including §55-96(A)(1) of the Code of Virginia, as
amended, the Stadium Owner hereby consents to the recording by Lessee of this Stadium Lease
or any portion thereof, at the sole expense of Stadium Owner.
(p) Condemnation. In the event that any portion of the Stadium or material portion of the
Stadium is taken from Lessee pursuant to any right of eminent domain exercised by any
governmental entity or pursuant to any governmental order and such taking renders the Stadium
unfit for its intended purpose, Lessee shall have the right to terminate this Agreement within One
Hundred Eighty (180) days of such taking. Upon any such termination each party shall have the
right to pursue its own compensation from the condemning authority.
(q) Authority. Lessee and the Stadium Owner, respectively, each represent that it has the
authority to be bound by the terms of this Agreement. Once executed by both Parties, this
Agreement will constitute a valid and binding agreement, enforceable in accordance with its
terms.
(r) Time. Time is of the essence for this Agreement.
(s) Headings Only for Reference. The titles of articles and sections of this Agreement are for
reference purposes only and shall be of no binding effect.
(t) Exhibits; Attachments. All exhibits or attachments attached to this Agreement are
incorporated into and are a part of said Agreement as if fully set out herein.
(u) Club’s Property Loss and Damage. Nothing herein shall be construed to create a bailment
relationship between the Stadium Owner and Lessee concerning any property brought on the
premises of the Stadium by Lessee or the Team.
(v) No Tax. Neither the County nor the Stadium Owner will, without the consent of Lessee,
impose or permit a ticket/admission/amusement tax applicable to Lessee’s Home Games or other
Events during the term hereunder, unless such tax is applicable to all professional sports and
entertainment facilities in the County, or otherwise generally applicable to businesses throughout
the County or jurisdiction of the Stadium Owner. In the event of the imposition of such a
ticket/admission/amusement tax applicable to Lessee’s Games or other Events during the term
hereunder, Lessee shall be permitted to credit and offset such tax(es) against its (i) its payment(s)
of Annual Rent as described in Section 5(a) of this Agreement; and then pro-rata (ii) its
27
obligations to fund the SCIF and the SMF.
(w) Interpretation; Construction. In this Agreement: (i) the table of contents and headings are
for convenience of reference only and will not affect the meaning or interpretation of this
Agreement, (ii) the words “herein,” “hereunder,” “hereby” and similar words refer to this
Agreement as a whole (and not to the particular sentence, paragraph or Section where they
appear), (iii) terms used in the plural include the singular, and vice versa, unless the context
clearly requires otherwise, (iv) unless expressly stated herein to the contrary, reference to any
document means such document as amended or modified and as in effect from time to time in
accordance with the terms thereof, (v) unless expressly stated herein to the contrary, reference to
any Applicable Law means such Applicable Law as amended, modified, codified, replaced or
reenacted, in whole or in part, and as in effect from time to time, (vi) the words “including,”
“include,” “includes” and variations thereof are deemed to be followed by the words “without
limitation,” (vii) “any” is used in the sense of “any or all,” (viii) unless expressly stated herein to
the contrary, reference to a document, including this Agreement, will be deemed to also refer to
each annex, addendum, Exhibit, schedule or other attachment thereto, (ix) unless expressly stated
herein to the contrary, reference to an Article, Schedule, Section or Exhibit is to an article,
section or exhibit, respectively, of this Agreement, (x) all dollar amounts are expressed in United
States Dollars and will be paid in United States currency in immediately available funds, (xi)
when calculating a period of time, the day that is the initial reference day in calculating such
period will be excluded and, if the last day of such period is not a Business Day, such period will
end on the next day that is a Business Day, (xii) the Parties participated jointly in the negotiation
and drafting of this Agreement; therefore, if an ambiguity or question of intent or interpretation
arises, then this Agreement will be construed as if drafted jointly by the Parties and no
presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the
authorship of any of the terms hereof, (xiii) the Exhibits hereto are an integral part of this
Agreement and terms and conditions therein have the same effect as if contained in the body of
this Agreement; and (xiv) the words “shall” and “will” have equal force and effect.
(x) Appropriation of Funds. The Stadium Owner is bound by this Agreement only to the extent
that sufficient funds are duly appropriated for the purpose of fulfilling the Stadium Owner’s
obligations with respect to this Agreement.
(y) Attorney’s Fees. Each Party is responsible for its own attorney’s fees.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Agreement has been executed by duly authorized officers of
Lessee and duly authorized officials of the Stadium Owner, each of whom hereby represents and
warrants that he or she has the full power and authority to execute this Agreement in such
capacity, all as of the day and year first above written.
THE ECONOMIC DEVELOPMENT
SPOTSYLVANIA, VIRGINIA
By:
AUTHORITY
OF
THE
COUNTY
OF
_______________________________________________________
Print Name:
_________________________________________________
Title: _______________________________________________________
HAGERSTOWN BASEBALL, LLC
By:
_______________________________________________________
Print Name:
_________________________________________________
Title: _______________________________________________________
29
SCHEDULE A
Section 3(b)(i) - Development Agreement
& Legal Description of Property
SCHEDULE B
Section 3(b)(i) – Project Budget
SCHEDULE C
Section 3(b)(i) – Stadium Items
30