HomeMy WebLinkAboutAgenda Packet 08-01-03
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August 1. 2003
10:30 AM
BOARD OF COUNn' COMMISSIONERS
MEETING AGENDA
< WELCOME
- ALL MEETINGS ARE TELEVISED.
PLEASE TURN OFF ALL CELL PHONES AND PAGERS
PRIOR TO ENTERING THE COMMISSION CHAMBERS.
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GENERAL RULES AND PROCEDURES
- Attached-is the agenda which will determine the order of business conducted at today's Board meeting:
CONSENT AGENDA- These items are considered routine and are enacted by one motion. There will be no
separate discussion of these items unless a Commissioner so requests.
. - \
REGULAR AGENDA ITEMS- Proclamations, Presentations, Public Hearings, and Department requests are items
which the Commission will discuss individuaUy usually in the order listed on the agenda.
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'PUBLIC HEARINGS- These items are usually heard on the first and third Tuesdays at 7:00 P.M. or as soon
thereafter as possible. However, if a public hearing is scheduled for a meeting on a second or fourth Tuesday,
whieh begins at 9:00 AM., then puqlic hearings will be heard at 9:00 AM. or as soon thereafter as possible.
These time designations are intended to indicate that an item will not be addressed prior to the listed time.
The Chairman will'Õpen each public hearing and asks anyone wishing to speak to come fonvard, one at a time.
Comments will be limited to five minutes.
As a general rule, when issues are scheduled before the Commission under department request or public
hearing, the order of presentation is: (1) County staff presents the details of the Board item (2) Commissioners
comment (3) if a public hearing, the Chairman will ask for public comment, (4) further discussion and action
by the Board.
ADDRESSING THE COMMISSION- Please state your name and address, speaking clearly into the microphone.
If you have backup material, please have eight copies ready for distribution.
NON-AGENDA ITEMS- These items are presented by an individual Commissioner or staff as necessary at the
conclusion of the printed agenda.
PUBLIC COMMENT- Time is allotted at the beginning of each meeting for general public comment. Please limit
comments to five minutes.
DECORUM- Please be respectful of others opinion.
MEETINGS- All Board meetings are open to the public and are held on the first and third Tuesdays of each
month at 7:00 P.M. and on the second and fourth Tuesdays at 9:00 AM., unless otherwise advertised.
Meetings are held in the County Commission Chambers in the Roger Poitras Administration Annex at 2300
Virginia Ave., Ft. Pierce, FL 34982. The Board schedules additional workshops throughout the year necessary
to accomplish their goals and commitments. Notice is provided of these workshops. Assistive Listening Device
is available to anyone with a hearing disability. Anyone with a disability requiring accommodation to attend
this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772)
462-1428 at least forty-eight(48) hours prior to the meeting.
ßOARD OF COUNTY
COMMISSIONERS
WWW.co.st-lucie.fl.us
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August 1, 2003
10:30 A.M.
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John D. Bruhn
Doug Coward
Paula A. Lewis
Frannie Hutchinson
Cliff Barnes
District 1
District 2
District 3
District 4
District 5
INVOCATIQN
PLEDGE OF ALLEGIANCE
1. BOCC CHAIRMAN
.2.
3.
4.
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Commissi.oner Barnes / Remembrance of Mr. Dille Trefelner
GENERAL PUBUt COMMENT
¡tppro-r'lcX (;5-0)
CONSENT AGENDA
ADMINISTRATION
A.
NY Mets Sports Comple.'X Facilities Use Agreement (Sterling Facility serviceis, 0)
LLC.) - Consider staff recommendation to approve the St. Lucie Sport 0/
Complex Facilities Use Agreement with Sterling Facility Services LL
commencing January 1, 2003 for an initial term of sixteen (16) years with
additional two (2) five (5) year option periods outlined in the agreement, and ~,
authorize the Chairman to sign the agreement. {è.pproIMJ Ct S O. n~~ Jdt"cf;. ,
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Sterling Mets, L.P. Agreement - Consider staff recommendation to approve .
the agreement, and authorize the Chairman to sign the agreement. 1J"C
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NOTICE: All proceedings before this Board are electronically recorded. Any person wha decides 10 appeal any action laken by Ihe Board althese meetings
will need a record 01 the proceedings and lor such purpose may need to ensure thaI a verbatim record of the proceedings Is made. Upon the request 01 any
party to the proceedings, Individuals testifying during a hearing will be sworn In. Any party 10 the proceedings will be granted an opportunity to cross-examine
any Individuallestifying during a hearing upon request. Assistive Listening Device Is available to anyone with a hearing disability. Anyone with a disability requiring
accommodation to altend this meeting should conlact the St. Lucie County Community Services Directar cI (772) 462-1777 or TDD (772) 462-1428 alleast forty-
eight(48) hours prior to the meeting,
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CONSENT AGENDA
AUGUST 1, 2003
1.
. PUBLIC WORKS
~)proJ~ 6--0
Bid No. 03-068/ South Jenkins Road Extension - Consider staff recommendation to
award the bid to Ranger Construction Industries, Inc., the lowest complete bidder,
in tae amount of $1,546,165.23, estàblish the project budget as outlined, and
al!thorize the Chairman to sign the contract as prepared by the County Attorney.
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PRAYER OFFERED
I August 1st, 2003 - I-
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SPECIAL BOCC MEETING
MET'S CONTRACT
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Dear Father,
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Help us to stay centered' on you, today and
.always. F ~
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Please gront former County Commissioner Dale
Trefelner's family - your unfailing comfort and
mercy in their loss.
When we face death and are in the midst of
grief, our suffering cannot separate us from your
love. As we give comfort to others, it will
strengthen our own faith.
In Your Name We Pray,
Amen
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Regis Dale Trefe1ner, Jr.
Age 53 (Died Tuesday, July 29, 2003 of cancer)
S1. Lucie County Commissioner 1982-1994
Moved to Fort Pierce (St. Lucie County) in 1954 at the age of 4
Graduated from John Carroll HÍgh School ,
Bachelor's Degree from Florida State University
· Environmentalist
· Advocate for .children <
· Blues enthusiast
· Prior to county commission, worked as ajuvenile probation officer, headed a migrant
farmworker program at IRCC and directed the program (CERT) that helped the unemployed
learn new skills and find new jobs. .
Accomplishments while serving on the Board of County Commissioners:
· beach preservation
· environmental lands preservation
· bringing NY Mets Spring training to PSL
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. Family left behind: ~
Daughter Genevieve Irene Trefelner, Stl.¡art
Son Regis D. Trefelner lII, Stuart
Mother Genevìeve "Honey" Trefelner of Fort Pierce
Brothers Tim o(Jensen Beach & Denny of Fort Pierce
Visitation will be from 5-8 pm Friday evening at Haisley Hobbs Funeral Home
Vigil service will be at 6 pm followed by an Elks Service
A funeral mass will be at lOam at St. Anastasia Catholic Church & burial will be at Hillcrest
Memorial Gardens.
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ITEM NO. 4A
DATE: AUQust 1, 2003
AGENDA REQUEST
REGULAR: (X)
PUBLIC HEARING: ( )
CONSENT: ( )
SUBJECT: NY Mets Sports Compl~x Facilities Use Agreement (Sterling Facility Services, L.L.C.)
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TO: BOARD OF COUNTY COMMISSIONERS
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SUBMITTED BY (DEPT): 'ADMINISTRATION
BACKGROUND: See attached memorandum
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FUNDS AVAILABLE: Tourist Development Tax and NY Mets
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PREVIOUS ACTION: .January-15, 2003 Letter of Intent signed by the County and the NY Mets
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RECOMMENDATION: Staff recommends that the Board of County Commissioners approve the attached
St. Lucie Sports CompJex Facilities Use Agreement with Sterling Facility Services, L.L.C. commencing
January 1, 2003 for an initial term of sixteen (16) years with additional two (2) five (5) year option periods
outlined in the Agreement and authorize the Chairman to sign.
COMMISSION ACTION:
X:::J APPROVED
. Ò OTHER:
o DENIED
Approved (5-0)
D u as Anderson
Co nty Administrator
Calendar of Events to be provided to BOCC by Dee 1st each year.
Review and Approvals
o County Attorney:
o Management and Budget:
o Purchasing:
o Originating Dept:
o Other:
o Other:
o Finance: Check for copy only, if applicable:
Anyone with a disability requiring accommodations to attend this meeting should contact the SI. Lucie County Community Services Manager at 772-462-1777
or TTD 772-462-1428, at least 48 hours (48) prior to the meeting.
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ITEM NO. 4B
DATE: AUQust1,2003
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AGENDA REQUEST
REGULAR: (X)
PUBLIC HEARING: ( )
CONS NT: ( )
SUBMITTED BY (DEPT):' ADMINISTRATION
TO: BOARD OF COUNTY COMMISSIONERS
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SUBJECT: Sterling Mets, L.P. AgrE1,ement
BACKGROUND: This Agreement guarantees the Sterling Facilities, L.L.C. Use Agreement obligations
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FUNDS AVAILABLE: N/A
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PREVIOUS ACTION: Approval of the. Facilities Use Agreement
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RECOMMENDATION: Staff recommends the approval of the Sterling Mets, L.P. Agreement and authorize
the Chairman to sign. >
COMMISSION ACTION:
_APPROVED
o OTHER:
o DENIED
Approved (5-0)
Review and Approvals
o County Attorney:
o Management and Budget:
o Purchasing:
o Originating Dept:
o Other:
o Other:
º Finance: Check for copy only, if applicable:
Anyone with a disebility requiring accommodations to attend this meeting should contact the St. Lucie County Community Services Manager at 772-462-1777
or TTD 772-462-1428, at least 48 hours (48) prior to the meeting.
H:IWINIWP'AG ENDAISterlingAgreemenlwpd
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ITEM NO. C-1
DATE: August 1,2003
AGENDA REQUEST
REGULAR [ ]
PUBLIC HEARING [ ]
CONSENT [x]
TO:
BOARD OF COUNTY COMMISSIONERS
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PRESENTED BY:
SUBMITTED BY (DEPT.): ENGINEERING DIVISION (4115)
Michael V. Powley, P.E
County Engineer
SUBJECT:
Award Bid #03-068, South Jenkins Road Extension to Ranger Construction Industries, Inc.
BACKGROUND:
On July 23, 2003, bids were opened for the South Jenkins Road Extension. Six hundred thirty companies were
notified, twenty-seven sets of bid documents were distributed, and six bids were received. The low bidder is Ranger
Construction Industries, Inc., in the amount of $1 ,583,245.83. This project will construct the entrance to the Wal-
Mart Distribution Center. Work will be completed concurrently with the Midway Road and Glades Cutoff Road
Intersection Improvements and the Midway Road and Glades Cutoff Road Utilities Extension. All work will be
coordinated by American Consulting Engineers.
FUNDS AVAilABLE:
Funds will·be made available in 316-4115-563000-41002 County Capital/Public Works-Engineering from loan
proceeds.
PREVIOUS ACTION:
November 4, 2002 - Work Authorization NO.7 in the amount of $349,480.00 to the contract for roadway and
intersection design with LBFH, Inc., for South Jenkins Road Extension Project "P".
April 15, 2003 _ Work Authorization No. 1 (COO-05-492) for Construction Management Services with American
Consulting Engineers of Florida, LLC, for Midway Road and Glades Cutoff Road Intersection Improvements; South
Jenkins Road Extension; and coordination for the installation of waterline on Glades Cutoff Road in the amount of
$775,336.80.
May 20, 2003 - Wetlands Mitigation Credit Reservation and Sales Agreement relative to the South Jenkins Road
extension. The cost of purchasing these credits is $212,500.
RECOMMENDATION:
Staff recommends award of bid #03-068, South Jenkins Road Extension to Ranger Construction Industries, Inc.,
the lowest complete bidder, in the amount of $1,583,245.83, establish the project budget as outlined, and
authorization for the Chairman to sign the contract as prepared b e County Attorney.
1(.] APPROVED
r î OTHER
[ ] DENIED
COMMISSION ACTION:
Approved (5-0) W/
[x] County Attorney ~ ~
[x]Orig, Dept. Public Works
S, Jenkins Bid Award.ag.doc
natures
[x]Rev. coord~ ~
[x]PUrchasin~ ~ '
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August 1. 2003
10:30 AM
BOARD OF COUNlY COMMISSIONERS
MEETING AGENDA
WELCOME
ALL MEETINGS ARE TELEVISED.
PLEASE TURN OFF ALL CELL PHONES AND PAGERS
\
.PRIOR TO ENTERING THE COMMISSION CHAMBERS.
"
GENERAL RULES AND PROCEDURES
Attached-is the agenda which will determine the order of business conducted at today's Board meeting:
CONSENT AGENDA- These items ãre considered routine and are enacted by one motion. There ""ill be no
separate discussion of these items unless a Commissiorrer so re~uests.
REGULAR AGENDA ITEMS- Proclamations, Presentations, Public Hearings, and Department requests are items
which the Commission will discuss individually usually in ~he order listed on the agenda.
~ .
PUBLIC HEARINGS- These items are usually heard on the first and third Tuesdays at 7:00 P.M. or as soon
thereafter as possible. However, if a public héaring is scheduled for a meeting on a second or fourth Tuesday,
which begins at 9:00 AM., {hen public hearings will be heard at 9:00 A.M. or as soon thereafter as possible.
These time designations are intended to indicate that an item will not be addressed prior to the listed time.
The Chairman wilropen each public hearing and asks anyone wishing to speak to come forward, one at a time.
Comments will be limited to five minutes.
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As a general rule, when issues are scheduled before the Commission under department request or public
hearing, the order of presentation is: (1) County staff presents the details of the Board item (2) Commissioners
comment (3) if a public hearing, the Chairman will ask for public comment, (4) further discussion and action
by the Board.
ADDRESSING THE COMMISSION- Please state your name and address, speaking clearly into the microphone.
If you have backup material, please have eight copies ready for distribution.
NON-AGENDA ITEMS- These items are presented by an individual Commissioner or staff as necessary at the
conclusion of the printed agenda.
PUBLIC COMMENT- Time is allotted at the beginning of each meeting for general public comment. Please limit
comments to five minutes.
DECORUM- Please be respectful of others opinion.
MEETINGS- All Board meetings are open to the public and are held on the first and third Tuesdays of each
month at 7:00 P.M. and on the second and fourth Tuesdays at 9:00 A.M., unless othenvise advertised.
Meetings are held in the County Commission Chambers in the Roger Poitras Administration Annex at 2300
Virginia Ave., Ft. Pierce, FL 34982. The Board schedules additional workshops throughout the year necessary
to accomplish their goals and commitments. Notice is provided of these workshops. Assistive Listening Device
is available to anyone with a hearing disability. Anyone with a disability requiring accommodation to attend
this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772)
462-1428 at least forty-eight(48) hours prior to the meeting.
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www.co.st-lucie.fl.us
John D. Bruhn
Doug Coward
Paula A. Lewis
Frannie Hutchinson
Cliff Barnes
District 1
District 2
District 3
District 4
District 5
ßOARD OF COUNTY
COMMISSIONERS
August 1, 2003
10:30 AM.
INVOCATIQN
PLEDGE OF ALLEGIANCE
1. BOCC CHAIRMAN
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Commissipner Barnes / Remembrance of Mr. Dale Trefelner
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.2. GENERAL PUBLIt COMMENT
3. CONSENT AGENDA
4. ADMINIS'TRATION
A NY Mets Sports Complex Facilities Use Agreement (Sterling Facility Services,
L.tc.) - Consider staff recommendation to approve the St. Lucie Sports
Complex Facilities Use Agreement with Sterling Facility Services L.L.c.
commencing January 1, 2003 for an initial term of sixteen (16) years with
additional two (2) five (5) year option periods outlined in the agreement, and
authorize the Chairman to sign the agreement.
B. Sterling Mets, L.P. Agreement - Consider staff recommendation to approve
the agreement, and authorize the Chairman to sign the agreement.
NOTICE: All proceedings before this Board are electronically recorded. Any person who decides to appeal any acHon taken by the Board at these meetings
will need a record of the proceedings and lor such purpose may need 10 ensure fhat a verbatim record of the proceedings is made. Upon the request 01 any
party to the proceedings. individuals testifying during a hearing will be sworn In. Any party to the proceedings will be granted an opportunity to cross-examine
any individual testifying during a hearing upon request. Assistlve listening Device is available to anyone with a hearing disability. Anyone with a disability requiring
accommodation to attend this meeting should contact the St. Lucie County Community Services Director at (772) 462-1777 or TDD (772) 462-1428 at lecst forty-
elght(48) hours prior to the meeting.
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CONSENT AGENDA
AUGUST 1,2003
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1. 'PUBLIC WORKS
Bid No. 03-068/ South Jenkins Road Extension - Consider staff recommendation to
award the'bid to Ranger Construction Industries, Inc., the lowest complete bidder,
in the amount of $1,546,165.23, establish the project budget as outlined, and
au~horize the Chairman to sign the contract as prepared by the County Attorney.
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ITEM NO. 4B
DATE: Auqust1.2003
AGENDA REQUEST
REGULAR: (X)
PUBLIC HEARING: ( )
CONS NT: ( )
TO: BOARD OF COUNTY CO.MMISSIONERS
SUBMITTED BY (DEPT): 'ADMINISTRATION
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SUBJECT: Sterling Mets, L.P. Agr~ement
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BACKGROUND: This Agreement guarantees the Sterling Facilities, L.L.C. Use Agreement obligations
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FUNDS AVAILABLE: N/A
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PREVIOUS ACTION: Approval of the. Facilities Use Agreement
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RECOMMENDATION: Staff recommends the approval ofthe Sterling Mets, L.P. Agreement and authorize
the Chairman to sign. .
COMMISSION ACTION:
».APPROVED
o OTHER:
o DENIED
Approved (5-0)
Review and Approvals
o County Attorney:
o Management and Budget:
o Purchasing:
o Originating Dept:
o Other:
o Other:
o Finance: Check for copy only, if applicable:
Anyone with a disability requiring accommodations to attend this meeting should contact the SI. Lucie County Community Services Manager at 772-462-1777
or TTD 772-462-1428, at least 48 hours (48) prior to the meeting.
H:IWINIWPIAGENDAISterlíngAgreement.wpd
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COUNTY ADMINISTRATION
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TO: . Bo~rd of County Co
FROM: DQuglas M. Anderso
DATE: "July 31,2003
RE: ~ Two NY Mets Agenda Packages
Please find enclosed two NY Mets agenda packages\to be voted on at tomorrow's Board
of County Comfl')issioners' meeting. '
. The draft COFrttacts that are enclosed will be repl~ced by final contracts prior to tomorrow's
meeting. Dan Mcintyre and I are ili the process of making modifications to these contracts
with the NY Mets orgalJization. However, these modifications will not have an affect on the
overall contract structure and terms that I previously provided you with. It is our plan to
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have signed contracts by the Mets organization in your hands prior to tomorrow's meeting.
DMAlab 03-125
c: Ray Wazny, Assistant County Administrator
Pete Keogh, Parks & Recreation Director
Dan Mcintyre, County Attorney
Enclosures
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List of Attachments
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* Sf. Lucie Sports Complex Facilities Use Agreement **
* July 29th Memorandum - NY Mets Sport Comolex F.acilities Use Agreement
Highlights .
* July 25th List. - Preliminary Proiect Scooe
* July21S"Memorandum - Mets' Stadium Earlv Pavoff Schedule
* July 11 th Spreadsheet - Sports Comolex 15- Year Budget Summary **
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* January 31 st Memorandum - January 15th NY Mets Letter of Intent
** Will be provided with ~genda packet
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H:IWINIWPIAGENDAlMetsUseAgrmtwpd
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DRAFT -7/29/03
SFS REVISIONS TO 7/25/03 DRAFT
ST. LUCIE SPORTS COMPLEX·
FACILITIES USE AGREEMENT
THIS AGREEMENT, made and entered into in triplicate a~ of ,2003, by and
between ST. LUCIE COUNTY, a political subdivision of the State of Florida ("County"), and
STERLING FAÇILITY SERVICES, L.L.C., a New York limited liability company ("SFS").
WIT N E SSE T H:
. WHEREAS, County owns the real property legally described on Exhibit "A" hereto (the
"Land:'); and all of the fields' and improvements located thereon, including, without limitation, the
lighted major league baseball stadium presently known as the "Thomas J. White Stadium" (the
"Stadium"), and certain major ànd minor league training facilities, locker rooms, practice facilities,
and related improvements (with the Land, Stadi~m and\~ll fields and improvements hereinafter
collectively referred to as the "Sports Complex"), as the Spòrts Complex is depicted on the site plan
("Site Plan"~,~et forth iI! Exhibit "B" hereto.
WHEREAS, SFS desires to use, and County desires to permit SFS to use, the Stadium and
tne other facilities at the Sports Complex for an initial term of sixteen (16) years, commencing as of
January 1, 20OJ, with additional option periods, in accordance with the provisions hereinafter
contained;
WHEREAS, County and SFS's affiliate, Sterling Mets, L.P. ("Club"), which owns and
operates the franchises for the New York Mets major league baseball team and the St. Lucie Mets
minor league baseball team, have, contemporaneously with this Agreement, entered into an
agreement ("County-Club Agreement") pursuant to which the Club agreed to guarantee certain of
SFS's payment obligations under this Agreement and to conduct certain major league Spring
Training and minor league baseball operations at the Sports Complex;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, IT IS AGREED AS FOLLOWS:
1. SITE; ADDITIONAL CAPITAL IMPROVEMENTS
The County warrants and represents that it owns the Land, Stadium, and the remainder of the
Sports Complex including, without limitation, the fields and improvements thereon.
The parties further acknowledge and agree that, subject to the terms set forth herein and in
the exhibits hereto, County shall construct additional capital improvements to the Sports Complex
Page 1 of 40
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property during the Initial Term, in accordance with the schedule, scope, specifications, designs and
plans which shall be determined in accordance with the terms of Sections 3 through 5. Upon the
Completion (as such term is hereinafter defined) of the Initial Term Improvements the term "Sports
Complex," as used herein, shall be deemed to include the Initial Term Improvements.
2. SFS USE OF FACILITIES: INITIAL TERM: OPTIONS.
A. Initial Term: SFS agrees to use the Sports Complex for an initial period of sixteen
years commencing on Jarnlary 1,2003 and ending on December 31, 2018 (or such earlier date upon
which this Agreement is terminated as provided herein) (the "Initial Term"), subject to the terms and
conditions hereof, for the following purposes (the "Permitted Uses''):
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(i) SFS may use and pèrmit the Club to use, and the County shall permit SFS and
the Club to use, the Sports Complex during the Term of this Agreement (as defined in
~Section 2(B) hereof) for the following, subject to the priorities of use as set forth in Section
16 of this Agreement:
· Fantasy and Yout~ Camps
· New York Mets Spring Training (February - April)
.' _.. New York Mets Exhibition Season (March - April)
· Florida State League or any successor league (April - September)
· Gulf Coast Lea~e or any successor league (June - August) (if applicable)
· Minor League Spring Training (April- June)
.. Instructional League Play (September - November)
· Training and/or rehabilitation of baseball players
To the extent that any use of the Sports Complex for the purposes set forth above in
this Section 2(A)(i) exclusively involves professional baseball teams and players who are not
affiliated with the Club, SFS will reimburse the County for its incremental costs arising
directly from such use.
(ii) SFS, the Club and County shall each have exclusive use of certain office
facilities at the Sports Complex as identified in Exhibit "B," on a year-round basis.
(iii) The staging, by or with the permission of SFS, of other baseball and non-
baseball oriented events at the Sports Complex, including, without limitation, concerts,
shows, conventions and political, religious and community events, subject to the scheduling
provisions of Section 16 of this Agreement, and subject to the approval of the County, not to
be unreasonably withheld, conditioned or delayed, except that SFS shall be permitted to
conduct promotional events and other activities on the dates of baseball games played at the
Sports Complex in SFS's sole discretion.
Page 2 of 40
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(tv) The radio, television, intemet and other broadcast or transmission of SFS
Events. ·
(v) All uses set forth below in Sections 6, 7, 8,13 and 16 of this Agreement.
(vi) Any such other uses as shall be reasonably consistent with the foregoing.
All New York Mets and St. Lucie Mets (and, if any, GCL Mets (as defined below in
Sectio,n 13)) activities at the Sports Complex during the Term of this Agreement, as well as all
baseball games and other events staged at the Sports Complex by or under the sponsorship, control
or authorization ofSfS, are referred herein as "SFS Events." All events conducted or authorized by
the County at the Sports Complex during the term ofthis Agreement (excluding all SFS Events) are
referred to herein as "County Events." ,
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--13: Ovtion Terms: At the end of the Initial Term, SFS shall have two options (the
"Options") to extend this Agree~ent, each for an additional five (5) year period, (each, an "Option
Term," if exercised, together with the Initial Term, the "Term"), upon the same terms as are
hereinafter set forth. The first Option may be exercised bi-SFS giving its written notification to the
County on or before June 30, 2018 and, if exercised, the first Option Term shall commence on
January 1, 20 1 ~ and end Qn December 31, 2023. If the first Option is exercised, the second Option
. may be exercr~ed by SFS giving its written notification to the County on or before June 30,2023
and, if exercised, the second Option TerrÍ1 shall commence on January 1,2024 and end on December
31; 2028.
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3. CAPITAL IMPROVEMENTS - INITIAL TERM: BUDGET.
The Courìty shall provide funding for the design and construction of certain improvements to
the Sports Complex (the "Initial Term Improvements") which shall include the improvements
described on Exhibit "c" hereto, or such portions of such improvements, according to the priority list
jointly agreed upon by the parties and included in the Initial Term Improvement Schedule set forth
on Exhibit "E" hereto. The Initial Term Improvements shall also include such additional
improvements to the Sports Complex as shall thereafter be designated by SFS and the County, in
such order or priority as SFS and the County shall determine, provided that the cost of such other
improvements will not cause the Total Cost of the Work to exceed the Initial Term Improvements
Budget (as those terms are hereinafter defined). The source of the County's funding of the Initial
Term Improvements shall be the following funds (the sum of which is hereinafter referred to as the
"Initial Term Improvements Budget"): the County Contributions, the SFS Contributions Bond
Revenues, and the Naming Rights Bond Revenues (as those terms are hereinafter defined). Nothing
in this Agreement shall obligate the County to provide funding for the Initial Term Improvements in
excess of the Initial Term Improvements Budget.
The Initial Term Improvements Budget shall be used for the Initial Term Improvements only
and for no other purpose, and none of the Initial Term Improvements Budget may be applied toward
Page 3 of 40
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County's obligations to operate and maintain the facilities as set forth below or for any purpose other
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than to fund the'construction of the Initial Term Improvements.
A County Contributions to Fundine for Capital Improvements
The money to be contributed by the County to fund the Initial Term Improvements
("County Contributions") shall be the total of $2, 175,000.00 (the "First County Contribution") in
2003 plus $3,860,000.00 (the "Second County Contribution") in 20Q4 for a total of$6,035,000.
In addition, the County will contribute such additional amounts toward Additional
Improvements to be made in years 2005 through 2018, as provided in Section 5(K) of this
Agreement. '
'B. " SFS Contrib~tions to Fundine Capital Improvements
SFS shall pay the County $100,000.00 on August 1 of each year during the Initial Term
excluding 2003 ("SFS Contributions"), with such payments beginning on August I, 2004 (or upon
execution of this Agreement by SFS, whichever is later)'; and ending on August 1, 2018 or such
earlier date upon ,which this Agreement 'is terminated. This annual payment shall be considered
payment towar.d the C0ltnty's annual debt service. Based on the stream of revenue to be received
, from SFS Contributions, the County shall promptly following the execution of this Agreement, and
in any event by no later than ninety (90) days following the execution of this Agreement, issue bonds
seéured by such SFS Omtributions. The net proceeds from the sale of such bonds, after paying
expenses of bend issuance (the "SFS Contributions Bond Revenues"), is expected to be
approximately $1,100,000.00 in immediately available funds and shall be used to fund the Initial
Term Improvements as agreed upon by the parties and set forth or incorporated in this Agreement
and the Exhibits'thereto, and for no other purpose.
C. Contributions to Fundinl! for Capital Improvements From Naminl! Ril!hts
Revenues
As set forth in Section 7(C) of this Agreement, SFS or its designee shall market, on behalf of
the County, the sale of Naming Rights (as defined in Section 7(C)) for the Stadium and/or the Sports
Complex and/or its constituent parts. Promptly after execution of this Agreement, and based on the
stream of revenue provided by the Naming Rights Shortfall Payments (as defined below in this
Section) and the anticipated stream of revenue to be received for the Naming Rights (the "Naming
Rights Revenues") from a Naming Rights Agreement (as defined in Section 7(C)), the County
agrees, by no later than ninety (90) days following the execution of this Agreement, to issue bonds
secured by such payments and revenues. The net proceeds from the sale of such bonds (the ''Naming
Rights Bond Revenues") shall be used to fund the Initial Term Improvements as agreed upon by the
parties and set forth or incorporated in this Agreement and the Exhibits thereto, and for no other
purpose.
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Comme9cing in 2004, in any year of the Initial Term if the Cumulative Total Consideration
(as defined belòw) is less than the Cumulative Target (as defined below), then SFS shall pay the
County the difference between the Cumulative Target and the Cumulative Total Consideration. If
SFS makes any such payments (the "Naming Rights Shortfall Payments"), then, if the Cumulative
Total Consideration at any point thereafter exceeds the Cumulative Target, the County shall pay the
amount of any such excess to SFS until SFS is reimbursed for all such Naming Rights Shortfall
Payments to date plus interest (with interest to be calculated at the prime rate plus 200 basis points,
compounded and adjusted annually). For the purposes of this provjsion, the "Cumulative Total
Consideration" at any time shall be the total of all consideration to be provided by the sponsor of the
Naming Rights (as defined herein) to the date in question under the Naming Rights Agreement (as
defined herein), plu~ any unrecouped Naming Rights Shortfall Payments. For the purposes of this
provision, the "Cumulative Target" at an):' time shall equal $150,000 multiplied by the number of
years elapsed from January 1,2004 through such date. Any payments to be made by SFS to the
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County ~r by the County to ~FS hereunder shall be made on December 31 of the year in question.
If the total consideratiop. to be provided by the Naming Rights sponsor under the Naming
Rights Agreement exceeds $2,250,000, then any f(xcess (the "Excess Naming Rights Revenues")
shall be added or devoted to the Addition,al Improvements\Budget (as such term is defined below)..
4. IMP~OVEMENTS - PLANS.
A SFS shall engage an architect reasonably satisfactory to County (the "Architect").
The Architect shall be responsible for (1) developing a conceptual plan and general specifications
(the "Conceptu'<ll Plans") for the Initial Term Improvements; (2) developing preliminary plans and
specifications for the Initial Term Improvements; (3) preparing working drawings and requests for
bids; (4) obtaining all permits, other than building permits, needed to construct the Initial Term
Improvements; (5) assisting SFS in evaluating the qualifications of potential contractors; (6)
providing contract administration; and (7) performing construction inspections as needed to provide
certified as-built drawings after the Initial Term Improvements are constructed (the "Architect's
Work"). Without limiting the foregoing, the County hereby approves of Jack L. Gordon Architects
as a satisfactory architect. SFS shall enter into a contract (the "Architect's Contract") with the
Architect which Architect's Contract shall, inter alia, contain the terms and conditions set forth in
Exhibit "F" hereto. The County shall be named as a third party beneficiary in the Architect's
Contract. Without limiting the foregoing, the Architect's Contract shall require the Architect to
procure policies of insurance that relate to the Work, with terms, limits, coverages and specifications
at least as favorable for SFS as those reflected in Exhibit F, and naming SFS, County and Club as
named insureds, and should provide that Architect will not receive payment for any portion of the
Architect's Work or any other amounts due until the date that is at least five (5) days after County
has paid the amount due to SFS as set forth in Section 5(N)(ii) below. SFS shall have the right to
refuse to enter into any Architect's Contract with terms that are not commercially reasonable as
determined by SFS. County agrees that the Architect shall not be considered an agent ofSFS for any
purpose and that the Architect shall be solely responsible for the Architect's Work, and that the
County will look solely to the Architect, and in no event to SFS, with respect to the performance of
the Architect's Wark and any damages or losses which may arise from or out of any acts or
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omissions ofth$ Architect. Within thirty (30) days following the date of approval of this Agreement
by the Board ôf Coùnty Commissioners, SFS shall cause Architect to furnish to County the
Conceptual Plans for the Initial Term Improvements. To the extent practicable, SFS shall also cause
the Architect to provide the County with an estimate of the cost of each proposed capital
improvement. County shall have a period often (10) business days from delivery of the Conceptual
Plans within which to review·and to disapprove of the Conceptual Plans, in writing. County shall
have no right to disapprove of the Conceptual Plans except to the extent that the improvements
described therein are materially inconsistent with the description of the Initial Improvements set forth
on Exhibit "c" hereto. Subject to the foregoing, County shall not unreasonably withhold its consent
to any Conceptual-Plans. If County disapproves of the Conceptual Plans, County shall express the
grounds for its disapproval in reasonable detail. If County shall not disapprove within such ten (10)
business day period, the Conceptual Plans shall be deemed approved.
"
B. As soon as is reasonably practicable following the approval of the Conceptual Plans,
SFS ~ball cause Architect to prepare and deliver to County and SFS preliminary plans and
specifications for the Initial Teryn Improvements (or such ofthe Initial Term Improvements as shall
be designated by SFS), in accordance with the app~oved Conceptual Plans (the "Preliminary Plans").
County and SFS shall have a period oqhirty (30) days within which to review and to approve or
disapprove of the Preliminary Plans in writing. County shall have no right to disapprove of the
Preliminary Pl¡ms except to the extent the Preliminary Plans shall be materially inconsistent with the
Conceptual pí~s. IfCounty or SFS disapprove ofthe Preliminary Plans, it or they shall express the
grounds for its disapproval in reasonablé detail. If County or SFS shall not respond with disapproval
wíthin such thirty (30) (lay period, the Preliminary Plans shall be deemed approved.
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C. As soon as is reasonably practicable following the approval of the Preliminary Plans,
SFS shall cause the Architect to prepare working drawings for the Initial Term Improvements (or
such of the Initial Term Improvements as shall be designated by SFS), in accordance with the
approved Preliminary Plans and to deliver same to County and SFS (the "Final Plans"). County and
SFS shall have a period of thirty (30) days from receipt of the completed Final Plans to review and
approve or disapprove of the Final Plans in writing. County shall have no right to disapprove of the
Final Plans except to the extent such Final Plans shall be materially inconsistent with the Preliminary
Plans. If County or SFS shall disapprove of the Final Plans, it or they shall express the grounds for
its disapproval in reasonable detail. If neither County nor SFS shall not disapprove within such
thirty (30) day period, the Final Plans shall be deemed approved. Once approved, the Final Plans
shall be incorporated into this Agreement as Exhibit "D."
D. SFS shall, through a competitive bidding process, engage a contractor ("Contractor")
for the construction of the Initial Term Improvements in accordance with the Final Plans (herein
referred to as the "Work"). SFS shall have the right to refuse to engage any contractor upon terms
that are not commercially reasonable as determined by SFS. SFS's selection of any Contractor and
the terms of the agreement between SFS and the Contractor (the "Contract") shall be subject to the
approval of the County, which approval shall not be unreasonably withheld.
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E. The Contract shall, inter alia, include the terms and conditions set forth in Exhibit
"G" hereto and shall 'include each of the following requirements: (i) the furnishing of a public
construction bond in a form and with terms acceptable to SFS; (ii) retainage in an amount acceptable
to SFS for the Work, until the Completion of the Work (including a retainage of 150% of the
reasonable value of all punchlist items until such punchlist items are completed); (iii) payment by the
Contractor ofliquidated damages equal to One Thousand Dollars ($1,000.00) for each day from and
after the Required Completion Date (as that term or its equivalent is defmed in the Contract) until the
actual date of Completion; (iv) a requirement that the Contractor perform and achieve Completion
(as d«fined herein) ofthe'Work for a fixed stipulated sum (the "Fixed Contract Price"), by no later
thail the Require'dCompletiön Date; (v) the furnishing of an "installation floater" insurance policy or
such other policy of~nsurance covering goods in transit and while the Work is being performed, with
terms, limits, coverages and specifications acceptable to SFS; (vi) the furnishing of policies of
insurance that relate to the Work naming SFS, Club and the County as additional insureds, with
" .
terms, limits, coverages an(specifications at least as favorable for SFS as those reflected in the
attached Exhibit G (and the furnishing by any subcontractors of policies of insurance that relate to
the Work naming SFS, Club ançl the County as additional insureds, with terms, limits, coverages and
specifications acceptable to SFS); (vii) at SFS's ,election, the provision on behalf of SFS of an
Owner's Contractor Protective policy of insurance, íncludlng extensions for products and completed
operations coverage and similar extended coverage at least through Completion (as defined herein)
of the Work,,9J another policy of insurance acceptable to SFS, with SFS as a named insured and with
terms, limits and coverage at least as.favorable for SFS as those reflected in the Exhibit "H" hereto;
and (viii) Contractor must agree that it ~ill not receive payment for any portion of the Contractor's
Work or any other amoùnts due until the date that is at least five (5) days after County has paid the
amount due to 'SFS as set forth in Section 5(N)(iii) below. The County shall be named as a third
party beneficiary in the Contract between the Contractor and SFS.
F. County agrees that the Contractor shall not be considered an agent of SFS for any
purpose and shall be solely responsible for the Contractor's Work, and that the County will look
solely to the Contractor, and in no event to SFS, with respect to the performance of the Contractor's
Work and any damages or losses which may arise from or out of any acts or omissions of the
Contractor.
G. SFS shall have the right to purchase general construction liability insurance or other
construction-related insurance acceptable to SFS, with terms, coverages, specifications and limits as
determined by SFS as being reasonable in its sole discretion, and in any event at least as favorable
for SFS as those reflected in Exhibit "I" hereto. The cost of such insurance shall be included in the
Total Cost of the Work (as defined in this Agreement). County shall be an additional insured on
such insurance policy, if any is purchased by SFS.
H. The fees and costs of the Contractor, the Architect and the remainder of the Total
Cost of the Work shall be paid by the County in accordance with the procedures set forth in Section
5(N), below, out of the Initial Term Improvements Budget. The term "Total Cost of the Work" shall
mean the sum of (i) the fees and expenses of the Architect in connection with all stages of the
Architect's Work hereunder, including without limitation the Architect's consultants' fees and
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expenses and alHees and expenses related to the obtaining of permits needed to construct the Initial
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Term Improvements, plus (ii) the Fixed Contract Price, plus (iii) the fees and expenses of any
consultants engaged by SFS, plus (iv) any other costs, expenses or liabilities incurred by SFS as a
consequence of SFS's engagement of the Contractor, Architect or other consultants herelillder,
including but not limited to SFS's attorneys' fees in connection therewith, plus (v) the costs of all
permits required for the Work, plus (vi) the premium cost of all insurance, including without
limitation comprehensive general liability insurance, general construction liability insurance,
Owner's Contractor Protective insurance, products and completed operations or other extended
insur~ce, or other insurmlce acceptable to SFS, as SFS may elect to obtain, whether directly or
through another person or entity acting on SFS' s behalf, as a consequence of SFS' s engagement of
the Architect and Cpntractor hereunder (herein referred to as the "Additional Exposure Liability
Coverage Insurance Premiums"). The Total Cost of the Work shall be subject to increase only as a
consequenc~ of Authorized Change Orders (as defined herein), to the extent such Authorized Change
Orders actually increase the Total Cost of the Work. The Total Cost of the Work shall not include
any other costs or fees whatsoever, including, without limitation, fees for construction, coordination,
supervision or for review and approval of plans and specifications or proposed Change Orders by
SFS or County, except as othetwise specifically s~t forth in this Agreement.
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5. FACILITIES - CONSTRUCTION.
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A. Promptly following the execution of the Contract, SFS shall cause the Contractor to
commence the Work and to diligently ~d continuously pursue the Work to Completion. The term
"éompletion" shall meàn the completion of the Work, as evidenced by the issuance of a final
certificate of ocëupancy or completion, as applicable, and the completion of all "plillch-list" items.
B. C;ounty will cooperate in good faith to assist Architect and Contractor in obtaining all
permits required for the construction of the Work from all applicable governmental authorities.
C. There shall be no change to the Final Plans, except pursuant to an Authorized Change
Order (as such term is defined below). SFS shall have the right to request changes in the Work. As
used in this Agreement, an "Authorized Change Order" shall mean a written instrument initiated and
prepared by SFS and signed by County (or deemed approved as set forth herein), SFS and the
Architect stating their agreement upon all of the following: (i) the agreed change in the Work; and
(ii) the extent of the adjustment in the Total Cost of the Work, if any. COlillty shall have a period of
ten (l0) business days following receipt of a request for a Change Order within which to review
same. If County fails to respond within such ten (l0) business day period after the receipt of the
proposed Change Order, then such proposed Change Order shall be deemed approved. COlillty shall
not unreasonably withhold its consent to any proposed Change Order. COlillty has the right to
suggest Change Orders to SFS, and SFS agrees to consider each County request for a Change Order
in good faith, provided that any Change Order proposed by County shall not have the effect of
increasing the Total Cost of the Work, and to initiate an Authorized Change Order as set forth above
in this paragraph ifSFS determines that such a Change Order is appropriate. Changes in the Total
Cost of the Work due to an Authorized Change Order shall be limited to the actual net increase in the
cost included in the definition of the Total Cost of the Work.
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D. SFS arid the County shall have the right to monitor the construction process of the
Initial Term Improvements at all times, provided that County shall not give direction, whether
verbally or in writing or otherwise, to any Contractor, Architect or consultant engaged by SFS,
except in an emergency situation. Without limiting the foregoing, the County hereby consents to the
engagement by SFS of its affiliate, Mets Development Company, L.L.C. ("MDC"), as a consultant,
provided that MDC shall not charge any fee for its services, but MDC shall be reimbursed in full
from the Initial Term Improvements Budget for all of its out-of-pocket expenses in connection with
the provision of such services, including but not limited to the costs of travel, transportation, lodging
and meals for MDC personnel in connection with the project and MDC's reasonable fees, costs and
expenses related to tpe work of outside counsel in connection with the engagement of the Architect
and the Contractor.
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E. In the event of any contractual dispute between the parties hereto that (i) occurs before
Compktìon (as defined herei~) of the Initial Term Improvements, and (ii) relates to the preparation
and/or approval of the Concept1,lal Plans, Preliminary Plans, Final Plans or any Change Order for any
Phase of the Work, SFS and County shall attempt in good faith to agree to the resolution of the
disagreement and/or the curative measurys, if any, that are 'required to be undertaken, and will submit
the dispute to non-binding mediation in an effort to resolve the dispute if the parties are unable to
reach a resolv,tion witha:ut outside intervention. If the parties are unable to resolve such dispute
through non-hinding mediation, then,the dispute shall promptly be resolved by arbitration pursuant to
Section 38 ofthis Agreement on an expedited basis at the request of either party
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F. intentionally deleted.
G. It shall be the responsibility of Architect and Contractor, as may be appropriate, to
coordinate activities with interested governmental agencies in connection with the construction
process.
H. The Contractor shall be responsible for the construction of the Initial Term
Improvements in accordance with the approved Final Plans and for obtaining all certificates of
occupancy and completion so that the improvements can be used.
(1) The Initial Term Improvement Schedule, which shall be Exhibit "E" hereto,
shall show:
(a) The anticipated time of commencement and completion of each of the
various operations to be performed under this contract; and,
(b) The sequence and inter-relationship of each ofthese operations with
the others and with those of other related contracts; and,
(c) The estimated time required for fabrication or delivery, or both, of all
materials and equipment for the Work.
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(~) 'SFS shall not be responsible for the funding of the Work, nor shall it be
obligated to pay for any cost overruns related to the planning, design or construction of the Initial
Term Improvements, whether due to hidden or unforeseen conditions or othetwise.
(3) The Initial Term Improvement Schedule shall be revised by SFS as and when
needed
1. IntentionaHy omitted.
J. UpOI\ Completion (or at the end of the Initial Term, if earlier), to the extent that the
Initial Term Improvements Budget shall have exceeded the Total Cost of the Work (with the amount
of such exc~ss hereafter referred to as the "Excess Initial Term Improvement Budget Funds"), the
Excess Initial Term Improv~ment Budget Funds shall be added or devoted to the Additional
Improvements Budget (as such term is defined below).
K. In addition to the Initial Term Imprpvements, as agreed upon by the parties in good
faith cooperation, County shall construqt, during the cal~ndar years 2005 through 2018, certain
additional improvements to the Sports Complex (the "Additional Improvements"). The Additional
Improvement~_. to be cònstructed and the schedule for the construction· of the Additional
. Improvements shall be determined so as to provide material benefit to SFS to be enjoyed by SFS
during the Initial Term. The Total Cost ófthe Work related to the Additional Improvements shall be
paid from the sum ofthè following funds (which sum is hereinafter referred to as the "Additional
Improvements Budget"): the Additional County Contributions (as hereinafter defined), plus the
Excess Initial Term Improvement Budget Funds, plus the Excess Naming Rights Revenues. The
term "Additional County Contributions" means the greater of (i) Two Million Two Hundred Fifty
Thousand and N~/1 00 Dollars ($2,250,000.00) or (ii) the proceeds of the fourth (4th) and fifth (5th)
cents of tourist development tax levied by the County (the "Tourist Tax") pursuant to Ordinances
No. 02-36 and No. 03-12 of St. Lucie County, Florida (the 'Tourist Tax Ordinances") during the
Initial Term hereof, including without limitation the proceeds of any bonds which are sold on the
basis of such revenues derived from the Tourist Tax, to the extent such proceeds are allocable to the
Sports Complex pursuant to the Tourist Tax Ordinances and not applied toward the Initial Term
Improvements. The County shall contribute the Additional County Contributions for construction of
the Additional Improvements. The County shall expend the funds in the Additional Improvements
Budget as follows: (1) promptly following each of the 2006 and 2010 Florida State League baseball
seasons, the County must expend on Additional Improvements mutually acceptable to SFS and
County all sums accumulated through the end of such baseball season in the Additional
Improvements Budget and not previously expended; and (II) promptly following the 2014 Florida
State League baseball season, the County must expend on Additional Improvements mutually
acceptable to SFS and County the sum of (a) all sums accumulated through the end of the 2014
Florida State League baseball season in the Additional Improvements Budget and not previously
expended, and (b) the maximum net proceeds that County can generate by borrowing against the
sums that will accumulate in the Additional Improvements Budget from the end of the 2014 Florida
State League baseball season through the end of the Initial Term.
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L. Intentionally omitted.
M. The entire amount of the County Contributions, the Additional County Contributions,
the SFS Contributions ~ond Revenues, the Naming Rights Bond Revenues, any Excess Initial Term
Improvement Budget Funds, and any Excess Naming Rights Revenues, as and when received, shall
immediately be deposited in an interest bearing account, in the name of the County, designated as the
"Sports Complex Improvement Account," and all interest thereon -shall be added to the Initial
Impro.vements Budget or the Additional Improvements Budget, as the case may be. The County will
issue bonds suffident to generate the County Contributions, as provided for in this Agreement, such
that the full amount, of the First County Contribution will be deposited into the Sports Complex
Improvement Account no later than August 1, 2003 and the full amount of the Second County
Contributio{l will be in the Sports Complex Imprövement Account and available for withdrawal no
later than January 1, 2004. 10 the extent allowed by the bond documents, the SFS Contributions
Bond-Revenues and the Naming Rights Bond Revenues will be deposited into the Sports Complex
Improvement Account upon County's receipt of those funds. The Additional County Contributions
shall be deposited in the Sports Complex Improvement Account as and when proceeds of the Tourist
Tax allocated to the Sports Complex, pursuant to the Tohrist Tax Ordinances, are realized. The
County shall take reasonable measures and efforts to ensure that, promptly following the 2014
Florida State ;League baseball season, it is able to borrow against the sums that will accumulate in the
. Additional Improvements Budget from,the end of the 2014 Florida State League baseball season
through the end of the Initial Term in such a way as to maximize the generation of proceeds
th~refrom, in order to fÙlfill its obligation to make the expenditures described in subpart (II)(B) of
the last sentencéofSection 5(K) above. SFS shall have the rightto request thatthe County withdraw
monies from the Sports Complex Improvement Account as needed, and the County will promptly
honor such requ~sts, withdraw the requested funds, and deliver such funds to SFS or such other
person or entity according to instructions from SFS for use as contemplated under this Agreement.
N. County shall disburse funds from the Sports Complex Improvement Account, as
follows, provided that in no event shall County be responsible for disbursing funds in excess of the
Initial Term Improvements Budget (subject to the disbursement of funds from the Additional
Improvements Budget as set forth in this Agreement):
(i) Within fifteen (15) business days following SFS's delivery to County of an
invoice for the Additional Exposure Liability Coverage Insurance Premiums, County shall
pay to SFS the entire amount of such invoice;
(ii) Within fifteen (15) business days following SFS's delivery to County of an
invoice from the Architect with respect to the Architect's Work, County shall pay to SFS the
full amount of such invoice, which payment SFS will then forward to Architect within five
(5) days of SFS' s receipt thereof from County;
(iii) Within fifteen (15) business days following SFS's delivery to County of an
invoice from the Contractor (which invoice shall reflect the applicable retainage),
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accomp¡µtied by the Required Documents (as such term is defined below), County shall pay
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to SFS the full amount of such invoice, which payment SFS will then forward to Contractor
within five (5) days of SFS' s receipt thereof from County. The term "Required Documents"
means: (a) an affidavit from the Contractor certifYing that the invoice is true and correct; (b)
a partial lien waiver from the Contractor for- the full amount of the current invoice and partial
lien waivers from all subcontractors, materialmen and others who have filed Notices to
Owner with respect to all Wark through the date of the prior invoice; (c) a certification from
Architect stating that the portion of the Work described in such invoice has been completed
, in accordance with the Final Plans; and (d) in connection with the final disbursement to the
ContractòÌ'~' (1) a final lien waiver from the Contractor and from all subcontractors,
materialmen,and others who have filed Notices to Owner and (II) a final certificate of
occupancy or a certificate of completion, as may be applicable; and
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(iv) Within. fifteen (15) business days following SFS' s delivery to County of any
---invoices from any consultants engaged by SFS and/or with respect to any other costs,
expenses or liabilities ilJ.curred by SFS pursuant to or as described in Section 4(H) of this
Agreement, County shall pay to SFS the full amount of such invoices.
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O. The County shall not rescind or adopt any amendments to the Tourist Tax Ordinances,
if the effect thereof may be to reduce the revenues which would otherwise be generated thereby and
are allocated thereunder to the construction, reconstruction, improvement, renovation, operation or
repair or maintenance of the Sports Complex.
6. CONSIDERATION - PAYMENT
A. Ticket Receipts. SFS shall pay County thirty percent (30%) of the adjusted gross
ticket receipts from the New York Mets Spring Training games and the Florida State League
franchise's games (and, if any, from the games of the GCL Mets (as defined below in Section 13»
played at the Stadium, with SFS to retain the remaining seventy percent (70%). For all other SFS
Events, SFS shall retain one hundred percent (100%) of adjusted gross ticket receipts but shall
reimburse County for all pre-approved out-of-pocket expenses incurred by County including but not
limited to the cost to the County of providing utilities and security in connection with each such
event. For all County Events, County shall retain one hundred percent (100%) of the adjusted gross
ticket receipts but shall reimburse SFS for all pre-approved out -of-pocket expenses incurred by SFS
in connection with each such event. As used in this Section 6(A), the term "adjusted gross ticket
receipts" means all revenues actually received by SFS from ticket sales for home games at the Sports
Complex, less any and all taxes and tax surcharges or fees due to the governmental or taxing
authority for ticket sales related thereto. However, County shall not levy any tax on sale of tickets
except as required by state law.
B. Concession and Souvenir Receipts. SFS shall pay to County twenty percent (20%)
of the SFS's gross sales receipts from food and beverage concession sales at SFS Events, with SFS
retaining the other eighty percent (80%). SFS shall pay to County thirty-three percent (33%) of
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SFS's gross sal~s receipts from food and beverage concession sales at all County Events, with SFS
retaining the other sixty-seven percent (67%). With respect to food and beverage sales in any suites
at the Stadium and any catering, hospitality or picnics at the Sports Complex, SFS shall pay County
seven and one-half percent (7.5%) ofSFS's gross sales receipts from such sales at all Events and
shall retain the remain~ng ninety two and one-half percent (92.5%). SFS shall retain one hundred
percent (100%) of gross sales receipts under fifteen thousand dollars ($ I 5,000.00) in any calendar
year from sales of discounted promotional concessions items. If the gross sales receipts from sales of
discounted promotional concessions items exceed fifteen thousand dollars ($15,000.00) in any
calenpar year, SFS shall'pay to the County five percent (5%) of the portion of such gross sales
receipts in excess of fifteen thousand dollars ($15,000.00).
If at any time during the Tenn ofthis Agreement SFS is restricted or prohibited from selling
alcoholic b~verages at the Sports Complex, thröugh suspension of a license or any restriction or
prohibition imposed by COllI}ty or any governmental authority, other than through the fault of SFS,
the paynÌents to be made to County for concessions sales under this Section 6(B) shall be reduced by
a percentage equal to the average percentage of the gross sales receipts attributable to the sale of
alcoholic beverages for the twelve-month period immediately prior to the time of imposition of such
restriction or prohibition. For example, in connection with gross sales from food and beverage
concession sales at SFS Events, if the average percentage of gross sales attributable to the sale of
alcoholic bey.erages in the preceding twelve (12) months was 5%, then SFS shall be required to pay
to the County only 15% of SFS' s gross, sales receipts from food and beverage concession sales at
SFS Events during the period of such restriction or prohibition. Such reduction shall continue for so
lóng as SFS is restricted or prohibited from selling alcoholic beverages at the Sports Complex.
,...
In the event SFS elects to contract with an unaffiliated private finn to operate all food and
beverage conce~sions, then, in lieu of the foregoing, SFS shall pay to County fifty percent (50%) of
gross revenues for food and beverage sales received by SFS from the contractor. Moreover, SFS' s
selection of an unaffiliated private finn to operate all food and beverage concessions at the Sports
Complex shall be subject to the approval of the County, which approval shall not be unreasonably
withheld.
SFS shall pay to County fourteen percent (14%) ofSFS's gross sales receipts from souvenir
or novelty sales at the Sports Complex, with SFS retaining the other eighty-six percent (86%), except
that SFS shall retain one hundred percent (100%) of gross sales receipts under fifteen thousand
dollars ($15,000.00) in any calendar year from souvenirs and novelties that are sold on a discounted
basis, including without limitation for promotional purposes and as clearance or employee discount
items. If the gross sales receipts from sales of discounted souvenirs and novelties exceed fifteen
thousand dollars ($15,000.00) in any calendar year, SFS shall pay to the County five percent (5%) of
the portion of such gross sales receipts in excess of fifteen thousand dollars ($15,000.00).
As used in this Section 6(B), "gross sales receipts" means revenues received from food and
beverage concession sales or souvenir and novelty sales, as the case may be, less any and all taxes
and tax surcharges and fees due to any governmental or taxing authority for such sales related
Page 13 of 40
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thereto. Howeyer, County shall not levy any tax on the sale of concessions, souvenirs or novelties
> ,
except as may be required by state law.
C. Advertisin!! Receipts. Subject to the terms of Section 7(C) hereof with respect to
Naming Rights, County grants to SFS the exclusive right to display or permit others to display
advertising material at all locations in the Sports Complex at all times during the Term (including,
without limitation, advertising in game or other SFS Event programs, but excluding Naming Rights),
and the exclusive right to grant event sponsorship and promotional-rights at the Sports Complex
during SFS Events, as well as the right to assign all or any portion of such rights to any third party
including specifically to the Club. SFS shall have the right to display such advertising signs at all
events held at the Sports Complex, including, without limitation, County Events. The County shall
not be entitled to' receive any of the revenues generated by SFS or its assignees through the sale of
such advertising, sponsorships and promotions. SFS or its assignee shall retain one hundred percent
(100%) of all revenues frorv advertising at the Sports Complex during the Term and from all
sponsorships and promotions during SFS Events, and SFS shall have control over the type and
content of all such advertising, sponsorships and promotions. County shall have the right to review
and approve all such proposed advertising, provided that County shall have no right to object to any
advertising except to the extent that such advertising is indecent or incompatible with the character
and dignity of the Sports Complex; any proposed advertising shall be conclusively deemed neither
indecent nor .incompatibJ.e if it is comparable to advertising at any other Major League spring training
or minor league baseball facility within the State of Florida. County may not sell or display signage
at the Sports Complex without the prior written consent of SFS, in SFS' s sole discretion, except that
th~ County may display at the Sports Complex signage that is comprised solely of the insignia or
logos of the Cóunty or that is required by public safety considerations or by local, state or federal
regulations subject to the approval of SFS, which approval shall not be unreasonably withheld.
D. Parkin!! Receipts. SFS reserves the right to charge reasonable fees for parking areas
adjacent to the Stadium for persons attending SFS Events. Fifty (50) paved parking spaces in the
"major league stadium parking area" as described on the Site Plan, will be made available at all times
and without charge to authorized representatives or personnel designated by SFS. One hundred fifty
(150) paved parking spaces next to the "Clubhouse," as described on the Site Plan, will be made
available at all times and without charge to authorized representatives, designees, or personnel of
SFS. County and SFS shall cooperate and develop a visitors pass procedure that will allow free
parking to authorized representatives and guests of the County and SFS.
SFS shall pay to County fifty percent (50%) of the net profits from parking at New
York Mets Spring Training games and the Club's Florida State League franchise's games (and, if
any, from the games of the GCL Mets (as defined below in Section 13)) played in the Stadium, with
SFS to retain the remaining fifty percent (50%). For all other SFS Events, SFS shall retain one
hundred percent (100%) of all parking receipts but shall reimburse County for all reasonable out -of-
pocket expenses incurred by County in connection with parking at each such event. For County
Events at the Sports Complex, County shall operate all parking at its sole expense and shall retain all
proceeds. For the purpose of this Section 6(D), "net profits" will be ascertained by reducing the
revenues actually received by SFS from the sale of parking privileges by reasonable labor costs
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incurred in ope~ting the parking facilities on paid event days and other reasonable expenses related
to parking (e.g., cost òf printing parking tickets and providing signage and flash lights).
E. Pro2ram Receipts. The parties agree that SFS shall prepare and market, or cause to
be prepared and marketed, a combined program for the Major League and Florida State League (and,
if Club owns or operates the GCL Mets (as defined below in Section 13), Gulf Coast League)
seasons. SFS shall pay County thirty percent (30%) of the net revenues from the sale of game
programs at SFS Events, with SFS to retain the remaining seventy percent (70%). For the purpose of
this Section 6(E), "net revenues" means revenues actually received by SFS from the sale of such
game programs (èxcluding all revenues related to advertisements contained therein, which shall be
treated in the same¡;nanner as advertisements as specified in Section 6(C) above), less any and all
taxes (including sales taxes) and tax surcharges and fees due to any governmental or taxing authority
for progr~ sales related thereto. However, County shall not levy any tax on the sale of programs
except as may be required bX state law.
F. Gulf Coast League Payments. In each year of the Tenn during which the GCL
Mets (as defined herein) plays its home games at the Sports Complex, SFS shall pay to County (i) an
additional rent payment of Three Thousand Dollars ($3,dûo.00), (ii) a per-game fee for each GCL
Mets game played at the Sports Complex in the amount of One Hundred and Twenty Five Dollars
($125.00) if)iUch game.: is played Monday through' Friday or Three Hundred and Fifty Dollars
($350.00) if such game is played on S~turday or Sunday, and (iii) a per-game utility fee of One
Hundred and Twenty Five Dollars ($125.00) for each GCL Mets night game that requires the use of
Stadium lighting. -
"
G. Rent for Use of Stadium. The rental payment by SFS for use of the Stadium shall be
the net of the payments from SFS to County as provided above in Section 6, plus the payments from
SFS to County as provided below in Section 7(B), plus the payment by SFS to County ofSFS's share
of the maintenance and operation costs of the Stadium payable pursuant to Section 15(B)(1) below.
Except as otherwise specifically provided in this Agreement (including, without limitation, in
Section 15(B)(1) below), only one payment shall be made each year of the net amount due trom SFS
to County, which annual payment shall be made prior to the commencement of the following Major
League Spring Training season. County and SFS agree that such amounts paid by SFS to County
shall be deemed to be the rent payment for the use and occupancy of real property pursuant to
Section 212.031, Florida Statutes.
7. TELEVISION - RADIO REVENUE: LUXURY SUITE REVENUE: NAMING
RIGHTS.
A. Television - Radio Revenue
It is expressly acknowledged and agreed by and between the parties, that the County
shall receive no revenues from the radio or television broadcast or other transmission (including,
without limitation, over cable or the Intemet) of or relating to any SFS Events, nor shall the County
participate, in any manner, in detennining when said SFS Events shall be broadcast or otherwise
Page 15 of 40
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transmitted. SfS has the exclusive right to sell television and radio broadcasting and other
transmission rigÌ1ts for SFS Events and to permit others to sell such television and broadcasting and
other transmission rights, and SFS or such other authorized party shall retain all revenues resulting
therefrom.
B. Suite Revenue
SFS shall manage and control the rental of any luxury suites at the Stadium, including
witho)lt limitation any luxury suites constructed as part of the Initial Term Improvements, for all
events at the Spòrts Complex during the Term. County and SFS shall each be entitled to use and
authorize others to u,se one luxury suite for all events during the Term, without charge to County or
SFS for their occupancy of the respective suites. All other luxury suites are to be rented on a yearly
basis, and SFS shall retain seventy (70%) percent of adjusted gross revenue ITom the rental ofluxury
" ,
suites, and shall pay to County the remaining thirty (30%) percent. The lessee of any luxury suite
will reϓve admission tickets4 to the luxury suite for all New York Mets spring training games and all
St. Lucie Mets games at no addi#onal charge. The lessee of any luxury suite will also have the right
to purchase admission tickets to the luxury suite fqr any other event held at the Stadium during the
year, and if such tickets are purchased: (i) for all SFS EVents other than New York Mets spring
training games and St. Lucie Mets games, SFS shall retain one hundred (100%) percent of the
adjusted gross ,revenue from the sale of such admission tickets; and (ii) for all County Events, SFS
, shall retain tè~ (10%) percent of the adjusted gross revenue from the sale of such admission tickets
and shall pay to the County the remaining ninety (90%) percent. As used in this Section 7(B), the
tern "adjusted gross revènue" means all revenues actually received by SFS nom the rental ofluxury
suites that is attributable to the particular event at issue, and all revenues actually received by SFS
ITom the sale of tickets granting admission to the luxury suites for the event, less any and all taxes
and tax surcharges or fees due to any governmental or taxing authority related thereto. Revenues
nom food and beverage sales in luxury suites will be shared as specifically set forth in the first
paragraph of Section 6(B) above
C. Namin!! Ri!!hts
County hereby engages SFS or SFS's designee as its exclusive agent for marketing
the naming rights for the Sports Complex and its constituent parts, including without limitation the
Stadium but excluding the football/soccer field at the Sports Complex. SFS or its designee shall
have the exclusive right to market for sale to one or more third parties the right to include such
party's name, product name and/or logo in the name of the Sports Complex and/or its constituent
parts (excluding the football/soccer field), and to have such name and/or logo designated as the
official name thereoffor so long as this Agreement remains in effect (the "Naming Rights"). SFS or
its designee may present to prospective sponsors a package that may include different names for the
Sports Complex and its constituent parts, including without limitation the Stadium, the training
facilities and the entire Sports Complex (but excluding the football/soccer field).
Upon the completion of SFS' s negotiations with respect to the naming rights for the
Stadium and/or the Sports Complex, SFS shall present to County an agreement or agreements setting
Page 16 of 40
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forth the busine~s terms, including the proposed name or names and the party or parties purchasing
such naming rights. SFS shall select the naming rights sponsor(s), and shall negotiate all terms and
conditions of the grant(s) of naming rights. County shall thereupon promptly enter into such
agreement(s) granting Naming Rights ("Naming Rights Agreement"), provided that County may
withhold its consent to same only to the extent any proposed name is inconsistent with the character
and dignity of the Sports Complex or to the extent that the terms of such Naming Rights Agreement
are so grossly unfair to the County such that no reasonable person could consider the Naming Rights
Agreement to be an arm's length transaction. Upon procurement by SFS or its designee of a Naming
Right~ Agreement in accordance with the procedures set forth herein, the County shall promptly
execute such agrèemen1. In the event SFS is unable to negotiate an acceptable Naming Rights
Agreement by the e\ld of the 2006 Major League Baseball Spring Training season, SFS and the
County shall meet and cooperate in good faith to explore an appropriate alternative means of
marketing tQe sale of the Naming Rights.
~
For so long as both this Agreement and the Naming Rights Agreement remain in
effect, the Stadium and the Spo:r:ts Complex shall be referred to by the name(s) selected pursuant to
this Section 7(C), and neither party shall advertise or refer to the Stadium or the Sports Complex by
any other name. The Stadium and the Sports Complex nacles selected pursuant to this Section 7(C)
shall be used by the parties when referring to the Stadium and the Sports Complex in any of their
correspondens~, press releases, promotional materials, advertisements and/or publications, and shall
. be used by County on all related directional traffic and pedestrian signs on highways, local streets,
and all public thoroughfares in and arou~d the Sports Complex and S1. Lucie County, Florida.
. -
eounty shall retain the right to market for sale to a third party the right to include such
party's name, product name and/or logo in the official name ofthe football/soccer field at the Sports
Complex (the "FootbalVSoccer Naming Rights"). County shall not market or entertain offers for,
and shall not ent~r into any agreement relating to, the FootbalVSoccer Naming Rights until after all
Naming Rights Agreements referenced above in this Section 7(C) with respect to the remainder of
the Sports Complex have been entered into and approved by the Board of County Commissioners.
Any agreement with respect to the Football/Soccer Naming Rights shall be subject to the approval of
SFS, which approval shall not be umeasonably withheld, provided that the withholding of approval
shall be conclusively deemed reasonable if the proposed agreement is with a competitor of any entity
that has an advertising or naming rights agreement with SFS or Club at any facility.
D. Other Revenues
Except as otherwise expressly stated and specified in this Agreement,SFS shall be
entitled to retain all revenues related to the Sports Complex.
E. ReCo2nition of Contributions of Thomas J. White. Sr.
Wholly separate fÌ'om any naming rights for the Sports Complex or the Stadium,
County and SFS agree to cooperate and attempt to develop a fitting recognition of the contribution of
Thomas 1. White, Sr. in an appropriate and significant way.
Page 17 of40
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8. TICKET SAtES; PROGRAM SALES, CONCESSIONS AND PARKING.
SFS has the exclusive right to operate ticket sales, program sales, and parking lots in
connection with SFS Events during the Term ofthjs Agreement, and has the right and discretion to
contract with or authorize one or more other persons or entities to operate ticket sales, parking and/or
game program sales at the Sports Complex at or in connection with SFS Events.
-
SFS has the exclusive right and discretion to sell and authorize others to operate concessions
for the sale of fooçl and beverages (including, without limitation, catering, hospitality and picnic
services), novelties, souvenirs and paraphernalia at the Sports Complex during the Term of this
Agreement. The County reserves the right to schedule special events in the parking lot during non-
baseball scheduled events at which concessions will be sold; SFS will operate concessions at such
special events in accordance with its exclusive right to operate concessions at the Sports Complex
duringjhe Term, and will coõperate with the County with respect to the providing of concessions to
community and charitable groups at such special events. SFS shall have the right to operate or
authorize a third party to operate the restaurant ("Restaurant") at the Sports Complex. SFS's
selection of a third party to operate the Restaurant shall bt; subject to the approval of the County,
which approval may not be unreasonably' withheld. Revenues received by SFS from the Restaurant
operation shall. be dividt(d in the same manner as gross sales receipts from catering, as set forth in
Section 6(B) above. During the Term of this Agreement, SFS shall provide good quality concession
services to the public. The concession menu shall be subject to the approval of County, which
approval shall not be unreasonably withheld, conditioned or delayed. SFS will use commercially
reasonable eff(}fÍs to restrict patrons from bringing any food, beverages (including alcoholic
beverages) or beverage containers into the Sports Complex.
No new èoin or currency operated vending machines shall be installed or located within the
Sports Complex by SFS without the written permission of the County's Parks and Recreation
Director, which permission shall not be unreasonably withheld. SFS will not install permanent
fixtures or construct permanent improvements at the Sports Complex without the County's prior
consent, which consent shall not be unreasonably withheld.
9. PRICES.
SFS shall, by December 1 of the year prior to the upcoming spring training season or as soon
as is practicable, provide County with the proposed ticket, concession, program and parking prices
which it wishes to utilize subject to County approval. Such approval will be deemed given fourteen
(14) days after such prices are provided to County, unless County gives notice of disapproval within
that time. County's approval shall not be unreasonably withheld, conditioned or delayed. Any
withholding, conditioning or delay of any approval required under this Section shall be conclusively
deemed unreasonable if the price proposed by SFS is comparable to the price charged for comparable
accommodations or services at any Major League spring training or minor league stadiums within
one hundred (100) miles ofthe Sports Complex or at any comparable Major League Spring Training
Page 18 of 40
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facility in the S.J:ate of Florida or in the Florida State League (or, if Club owns or operates the GCL
Mets (as definèd below in Section 13), in the Gulf Coast League).
10. BOOKS. RECORDS AND AUDIT.
SFS and County agree to keep accurate books and records in accordance with generally
accepted accounting practices of their respective operations at the Sports Complex. SFS agrees to
submit to the County, on a weekly basis during home schedules,- a report containing accurate
attendance information in a form agreed to by all parties. In addition, the parties agree as follows:
A. SFS~hall submit to the County a season ticket manifest as beginning inventory COlm1.
. B. Any unsold tickets remaining after the completion of the spring training season shall
" ,
be made available to County) auditors within sixty (60) days after the final spring training game.
C. SFS shall submit daily sales (ticket, parking, program and concessions) reports
following each SFS Event to the County within three (3) days after the event.
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D. All related books and records regarding ticket; parking, program and concession sales
shall be jointly'availabl~to the County for suitable annual audit at a time mutually agreed to by the
parties. Any'~udits must be performed within twelve (12) months after the end of each year of
operation (January 1 - December 31). SF'S shall have the same right to audit the books and records
of any County operation under this Agreement, and shall have the right to review the County budget
and related documents at any time upon reasonable notice.
II. MINIMUM GAMES.
Intentionally omitted.
12. DIGNITARY SEATING.
Prior to December 1 of each year, the County and SFS will cooperate and develop a dignitary
seating arrangement that is reasonably acceptable to all the parties.
13. FLORIDA STATE LEAGUE TEAM; GULF COAST LEAGUE TEAM.
The parties acknowledge that the Club currently owns the S1. Lucie Mets Florida State
League team. This Agreement shall apply to the use of the facilities by the 8t. Lucie Mets and
related operations during the Florida State League regular season and any post-season playoffs. In
the event the Club terminates its ownership of a Florida State League team during the term of this
Agreement, and does not either transfer ownership thereof to SFS or acquire ownership of or enter
into a player development contract with another minor league team that will be scheduled to play its
home games in theStadiwn during the following Florida State League season, SFS shall notify the
County as soon as practicable in advance of the beginning of the following Florida State League
Page 19 of 40
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team season. I,n that event, the County may permit another Florida State League team to play its
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home games at the Stadium without the consent of SFS, provided that such minor league team's
operations do not conflict with SFS's exclusive use of the Sports Complex from February through
the beginning of the Flörida State League season in April of each year during the Term of this
Agreement or with SFS' s use of the Sports Complex for GCL Mets operations (if any), as set forth in
Section l6(A) below. 'The term "St. Lucie' Mets" as used herein refers to the current or any future
minor league baseball team owned or operated by or affiliated with SFS or the Club that plays its
home games at the Sports Complex (excluding the GCL Mets, as defined below). The term "Florida
State ,League" as used herein refers to the Florida State League, any successor league thereto, or any
other minor league to which the St. Lucie Mets belongs.
,
The parties acknowl¿dge that neither SFS nor the Club currently own a Gulf Coast League
team, but ~at either SFS or the Club may desire t6 obtain or enter into a player development contract
with a Gulf Coast League t~am and may desire for that team to use the facilìties at the Sports
Complex. In the event the Club obtains or enters into a player development contract with a Gulf
Coast League team, all of the t~rms and conditions of this Agreement shall apply to the use of the
facilities by that team during the Term, including without limitation for the Gulf Coast League
regular season and any post-season playoffs. The term ùGCL Mets" as used herein refers to any
future minor league baseball team owned or operated by or àffiliated with SFS or the Club that is a
member of t~e.ßulf CoaSt League and will play its home games at the Sports Complex, if SFS or the
Club, as may be applicable, so decides ip its sole discretion. The term "Gulf Coast League" as used
herein refers to the Gulf Coast League or to any successor league thereto.
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N otwitlrstanding any other provision ofthis Agreement (subject to SFS' s right to assign this
Agreement as set forth in Section 25), the County agrees that it will not permit any Florida State
League baseball club other than the St. Lucie Mets, or any Gulf Coast League baseball club other
than the GCL Mets, to use the Sports Complex during the Term of this Agreement.
14. INDEMNITY AND INSURANCE.
A SFS.
To the extent allowed by law, SFS agrees to indemnify and hold County harmless from and
all claims for personal injury, death, or property damage and any other losses, damages, charges or
expenses, including attomeys' fees, which arise out of, in connection with, or by reason of the use of
the Sports Complex by SFS or by reason of any acts or omissions in connection with any oblìgations
which are the responsibility of SFS under this Agreement, except to the extent such losses may be
caused by the negligence or willful misconduct of the County, its agents or employees or by any acts
or omissions of the Architect. SFS further agrees to undertake at its own expense the defense of any
action brought against the County, claiming damages arising out of, in connection with, or by reason
ofSFS's use of the Sports Complex by SFS or by reason of any acts or omissions in connection with
any obligations which are the responsibility ofSFS under this Agreement, except that in the event the
claim is finally determined to have arisen due to the neglìgence or acts of the County, its agents or
employees, the County agrees to reimburse SFS for the actual expenses, including attorneys' fees,
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incurred by SF~ in defending the County. County agrees to cooperate in any defense by the SFS.
The provisions 'of this paragraph shall survive the termination of this Agreement.
SFS shall maintain or cause to be maintained Comprehensive General Liability Insurance,
including Property Damage and Personal Injury coverages, insuring against liability for damages or
losses arising solely from the acts or omissions of SFS under this Agreement. Such policy shall
name St. Lucie County as an additional insured. Limits ofliability coverage to be not less than:
Bodily Injury Liability
Property Damage Liability
$1,000,000 each occurrence
$ 500,000 each occurrence
or
, BodÌly Injury and Property
Damage Liability
$1,000,000 each occurrence,
combined single limit
SFS shall maintain or cause to be maintain,ed in effect Workers Compensation Insurance as
required by Florida Statutes, covering all ~mployees ofSFS,including employer's liability insurance,
with limits of not less than $100,000 per accident.
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SFS shall furnish County, not later than ten (10) business days after SFS's execution of this
Agreement, a Certificate ofInsurance evidencing existence of the coverages required above with an
insurer reasonably acceptable to the County.
,...
B. County.
To the extent allowed by law, the County agrees to indemnify and hold SFS and its members
and affiliates harmless from any and all claims for personal injury, death, or property damage and
any other losses, damages, charges, or expenses, including attomeys' fees, which arise out of, in
connection with, or by reason of the use of the Sports Complex by the County or by reason of any
acts or omissions in connection with any obligations which are the responsibility of the County under
this Agreement, including, without limitation, in connection with or related to the Initial Term
Improvements, the Additional Improvements, and any other construction conducted by the County
(itself or through contractors), except to the extent such losses may be caused by the negligence or
willful misconduct of SFS, its agents or employees. County further agrees to undertake at its own
expense the defense of any action brought against SFS (with counsel subj ect to SFS' s approval in its
reasonable discretion) claiming damages arising out of, in connection with, or by reason of the use of
the Sports Complex by the County or by reason of any acts or omissions in connection with any
obligations which are the responsibility of the County under this Agreement, except that in the event
the claim is finally determined to have arisen due to the negligence or acts of SFS, its agents or
employees, SFS agrees to reimburse the County for the actual expenses, including reasonable
attomeys' fees, incurred by the County in defending SFS. SFS agrees to cooperate in any defense by
the County. The provisions ofthis paragraph shall survive the termination of this Agreement.
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In addit~on, the County agrees to procure and pay for and at all times during the term of this
Agreement maintain fire and extended and "special form" coverage (including without limitation
insurance from and against all losses, damages, claims and liabilities related to or arising from acts of
terrorism) on all property, both real and personal, with replacement cost coverage limits of not less
than the replacement cost of the Sports Complex (including, without limitation, all Initial Term
Improvements and Additional Improvements while being constructed and when completed) and also
covering loss of income. The County is self-insured for general liability with statutory limits of
$100,000 per person/$200,000 per incident pursuant to Section 768.1$, Florida Statutes, and waives
and has waived sovereign immunity to that extent. The insurance policies referenced above in this
paragraph shall further name SFS and the Club as named insureds and shall provide a thirty (30) day
notice of cancellatiqn or non-renewal and a severability of interest endorsement.
,The County shall furnish SFS, not later than ten (10) business days after the County's
"
execution of this Agreement, a Certificate of Insurance evidencing existence of the coverages
required -above and with an iñsurer reasonably acceptable to SFS.
C. County warrants and represents th¡it it is, and throughout the Term will remain, a
member of and party to the Treasure Coa~t Risk Managem'ent Program ("TRICO," as set forth in the
Revised TRICO Interlocal Agreement dated May 1, 1996) or such other pooled risk or self-insurance
program acceptable to SFS in its reasonable discretion, and that SFS will be a beneficiary of all
insurance and other protections available through the TRICO Risk Management Program (or such
other accepted pooled risk or se~f-insuránce program) including, without limitation, with respect to
géneralliability, tort liaòility, loss or damage to property (e.g., the Sports Complex), and personal
injury or death:
The County shall furnish SFS, not later than ten (10) business days after the County's
execution of thÍs Agreement, a Certificate of Insurance evidencing existence of the coverages
required above and with an insurer reasonably acceptable to SFS.
D. County and SFS each do hereby and shall mutually release each other from liability
and waive all rights of recovery against each other, for any loss or damage occasioned to County or
SFS, as the case may be, from perils insured against, or required hereunder to be insured against,
under their respective property insurance policies, whether due to negligence or any other cause.
Any property insurance policy required herein covering loss, damage, or destruction by fire or other
insured casualty, shall include a waiver of the insurer's rights of subrogation against the other party.
In the event a claim is filed against a party for operations that are covered by the provisions of
this Agreement, the party agrees to notify the other party of the claim within ten (10) days after the
party receives the claim.
15. OPERATION AND MAINTENANCE RESPONSIBILITIES OF PARTIES
The operation and maintenance responsibilities of the parties shall be as follows:
Page 22 of 40
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(1) County will, at its expense, at all times keep and maintain the Sports Complex
in good and clean order and repair suitable for a first-class major and minor league training,
exhibition and playing complex, including without ~imitation maintaining the playing fields in a first-
class condition appropriate for a major league baseball team, and in any event of a quality not less
than present during the 2003 major league spring training season (the "Maintenance Standard").
County shall employ sufficient personnel to maintain the same properl-y for use and play until the end
of SFS' s seasonal use of the facilities as delineated in Section 2. The responsibility of County for all
the maintenancè of the playing and practice areas shall include but not be limited to general
maintenance including such items as seeding, mowing, watering and raking of the grassy areas and
full maintenance {)f the balance of the playing fields, preparation of the fields at the start of each
season .and for practice sessions and games, maintenance, repair and replacement and painting of
grandstands~ fences, batter's background wàlls and other related items. SFS shall be responsible for
any maintenance, restoration õr repair related to damage occurring to the Sports Complex as a result
of grossly negligent acts or willful misconduct of SFS or Club, its officers, agents and employees.
SFS also shall be responsible for repair of any d¡µnage to the playing fields, structures, or other
facilities that occur during non-baseball S,FS Events. The County and SFS shall consult annually as
to a reasonable program of management, operation, and maintenance of the facilities to be carried out
during the coIping year; gtnd County shall be responsible for implementation of such a reasonable
. program at its'éxpense subject to reimbursement from SFS as hereinafter provided. County agrees to
provide SFS with the County's proposed line item budget for the operation and maintenance of the
faéilities in each fiscal yèar during the tenn of this Agreement. County shall devote to the operation,
maintenance, repair and improvement of the Sports Complex during the Tenn (a) one hundred
percent (100%) of monies collected or proceeds from the first (1 st) and second (2nd) cents of Tourist
Tax levied by the County pursuant to the Tourist Tax Ordinances, and (b) one hundred percent
(100%) of the Còunty's share of the parking, ticket, concession, souvenir, program and any other
revenues accrued by County hereunder or paid to County by SFS hereunder; provided, however, that
County's maintenance responsibilities are not limited to or by the Tourist Tax proceeds or any Sports
Complex-related revenues.
(2) County shall maintain proper heating and air conditioning units in the offices,
clubhouse and dressing rooms. County shall put all facilities in clean and orderly condition and
made ready for occupancy by SFS at the beginning of each annual period of occupancy and
continued during the use of the facilities according to the Maintenance Standard.
(3) County shall, at all times during the period of this agreement, keep the
premises in clean condition and shall use reasonable care to remove trash and rubbish that may
accwnulate within the area of the playing fields following each practice session or game.
(4) County shall maintain the parking areas adjacent to the premises and areas
adjacent to the stadiwn.
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Ç5) County shall be responsible for providing and bearing the cost of an adequate
number of qualifIed sècurity personnel at the Sports Complex for Club major league spring training
games and Florida State League games. County shall also be responsible for providing the number
of quality security personnel requested by SFS for Gulf Coast League games at the Sports Complex,
provided that SFS will reimburse the County for the cost thereof. The County shall be responsible
for public order and safety, including the creation, establishment and implementation of security,
safety and emergency plans and procedures and related contingency plans, all of which shall be in
consultation with SFS and the Club. County shall be responsible for coordinating with all local, state
and federal agencies to the extent appropriate, and for providing, at its expense, comprehensive
training for all security personnel who work at the Sports Complex with respect to County's security,
safety and emergency plans and procedures (which training shall occur at least once per year during
the Term prior to the commencement of major league spring training, in consultation with SFS and
the Club). County shall keep SFS and the Club fully informed with respect to its security, safety and
emergency plans and procedures, and with respect to all training and coordination with local, state
and federal agencies. County'shall have the responsibility to eject persons from the Stadium or :trom
the Sports Complex as necessary, including at the request of SFS; County shall consult with SFS
before ejecting any persons from the Stadium çluring SFS Events except to the extent such
consultation is impracticable in the even~ of an emergency.. ,
. .(6) CQunty shall be responsible for all utilities, including telephone (excluding
. long distance toll charges), heat, wat~r and sewer, electricity, air conditioning, trash removal, and
appropriate night lighting. .
r¿:¡) In addition to the right to occupy the Sports Complex, SFS and its agents,
employees, suppliers and other persons appropriate for SFS to enjoy the use of the Sports Complex
premises as contemplated herein, shall have access, in common with others designated by the
County, to such 'areas of the Sports Complex as necessary or appropriate to provide services or
otherwise enjoy the use of the Sports Complex as contemplated herein, subject to customary and
reasonable security precautions.
(8) If SFS contends that the County has failed to comply with a material
obligation of the County pursuant to this Facilities Use Agreement with respect to the maintenance
of the Sports Complex, and if as a result SFS contends that an Exigent Condition (as defined below)
exists at the Sports Complex, then, in addition to any and all other remedies available to SFS, SFS
shall be entitled to (a) take such measures as are strictly necessary to address the Exigent Condition,
and (b) deduct the cost of such measures :trom the payments to be paid by SFS to the County during
the year in question pursuant to Section l5(B) of this Agreement (provided that SFS shall not be
entitled to deduct any amount in excess of such scheduled annual payment). SFS shall not be
entitled to deduct such cost unless, prior to addressing the Exigent Condition, (i) SFS provides
written notice to the County identifying the Exigent Condition, the measures which SFS intends to
take to address it, and the cost thereof, and (ii) the County fails to remedy the Exigent Condition
within a reasonable period of time following the delivery of such notice. "Exigent Condition" shall
mean (x) any condition of any playing field that creates a potential risk to participants in games
and/or practices on the field, (y) any condition elsewhere within the Complex that creates a potential
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health or safety risk to SFS's invitees at the Sports Complex, or (z) any condition that, if not
promptly remedied, would result in the loss of substantial revenues generated at the Sports Complex.
B. SFS.
(I) In addition to any other payments due hereunder, SFS agrees to pay to the
County the following amounts toward the cost of operating and maintaining the facilities:
TERM
ANNUAL PAYMENT
First Six (6) years
(2003-2008) .
$50,000.00
"
Next Five (5) years
(2009-2013) ~
$55,000.00
Final Five (5) years
(2014-2018)
$60,000.00
\
SFS shall pay fifty (50%) percent of the annual payment referenced above in this Section
15(B)(I) on February 1 of each year, during the Term (except for the first year of the Term, when
such payment shall be made wi thin thirtý (30) days after the approval of this Agreement by the Board
of County Commissionèrs), and shall pay the other fifty (50%) percent on August 1 of each year
during the Term (except for the first year of the Term, when such payment shall be made within
ninety (90) days after the approval of this Agreement by the Board of County Commissioners);
provided, however, that if the Sports Complex or any portion thereof was not available for any of the
Permitted Uses during the six-month period prior to any such payment due date as the result of any
act or omission of the County, the money SFS shall be required to pay on such due date shall be
reduced by an amount equal to the product of (a) the amount due on such payment due date times;
(b) a fraction of the numerator of which is the number of SFS Events during which the Sports
Complex or a portion thereof was not available and the denominator of which is the total number of
SFS Events during the preceding six-month period.
(2) SFS shall not in any manner, directly or indirectly, violate any laws,
ordinances, rules or regulations of any federal, state, county, city or other governmental authority or
agency in connection with the use and occupancy of the Sports Complex under the terms of this
Agreement.
(3) SFS shall use and occupy the Sports Complex in a reasonably safe and careful
manner and exercise reasonable care not to in any way mar, deface, or injure any part of the
premises, ordinary wear and tear excepted. At the conclusion of this Agreement, SFS shall surrender
the premises to the County in as good condition and repair as at the beginning ofSFS's occupancy,
except as to ordinary wear and tear and except as to damage by fire, other casualty, or the elements.
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ç 4) , Except with respect to the Telecommunication Equipment described below in
Section 15(B)(6) and àny property of SFS, SFS shall not make any material pennanent or structural
changes, improvements or alterations to the Sports Complex without the written consent of County
which shall not be unreasonably withheld, conditioned or delayed.
(5) At its expense, SFS is responsible for providing a sufficient number of ticket
sellers and ushers during SFS Events.
(6) SF8 shall be responsible for the installation and maintenance of any radio and
television facilities and telephone systems that it deems necessary for its operations
("Telecommunication Equipment"). Prior to the installation of any such equipment, SFS shall
submit plans for- s~ch installation to the County for approval, which approval may not be
unreasonably withheld. Upon tennination of this Agreement, SFS agrees to remove the
T elecommuÌ1ication Equipment and restore the premises to their prior condition. SFS may pass these
costs on to parties other than~ County. However, County shall be responsible, at its sole expense
(although County may pass such, expenses along to visiting television and news trucks), for bringing
the necessary utility lines to the areas designated fOf radio and TV facilities in the site plan and shall
have them stubbed at the required points., \
16. OTHER USE OF PREMISES.
A SFS shall have sole and e~clusive use of the Sports Complex, including the Stadium,
from February·through tlìe beginning of the Florida State League season in April of each year during
the Tenn of thig-- Agreement (including any options). As long as SFS or its affiliates (including
specifically the Club) own or operate or have a player development contract with a Florida State
League team or other S1. Lucie-based minor league team, SFS shall have priority use of the Sports
Complex for the benefit of such team during the entire Florida State League season, including, where
applicable, post-season play. If SFS or its affiliates (including specifically the Club) acquire
ownership of or the right to operate or have a player development contract with a Gulf Coast League
team, SFS shall have priority use of the Sports Complex for the benefit of such team during the
entire Gulf Coast League season, including, where applicable, post -season play. SFS shall have the
exclusive use and control of those portions of the Sports Complex used for SFS Events, including
without limitation the exclusive right to detennine and implement the rules and policies that relate to
the admission of patrons to those portions of the Sports Complex used for SFS Events.
B. Subject to the SFS's uses of the Sports Complex as set forth in Section 16(A) above,
each year during the Tenn a schedule of SFS Events and County Events to take place at the Sports
Complex during such year (hereinafter, the "Event Schedule") shall be prepared as follows:
(i) First, all dates in the months of February through the beginning of the Florida
State League (or other minor league to which a S1. Lucie-based baseball team owned by or
affiliated with Club belongs) season in April shall be reserved on the Event Schedule
exclusively for New York Mets spring training and exhibition season activities;
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(ii) Second, all dates for St. Lucie Mets home games, workouts and practices, all
possiblè dates for St. Lucie Mets post-season or playoff games or other Florida State League
events (including without limitation All-Star games and pre-season games), all possible dates
for GCL Mets home games, workouts and practices, all possible dates for GCL post-season
or playoff games or other Gulf Coast League events (including without limitation All-Star
games and pre~season games), and all dates for New York Mets minor league spring traiJÚng
activities and instructional league play shall be added to the Event Schedule;
(iii) Third, after SFS infonns County ofthe dates contemplated in subparagraphs
(i) and (ii) above, SFS and County shall each be entitled to reserve the use of the Sports
Complex on other dates during the year for other SFS Events and County Events,
\
respectively, by providing a "New Event Notice" as described below, with the first to obtain
, approval of a New Event Notice according to the procedures set forth below in this Section
16 for each such other proposed Event obtaining the right to use the Sports Complex for such
_ Event. .
C. Whenever a party desires to add an. Event to the Event Schedule pursuant to Section
16(B)(iii), it shall give written notice ("New Event Notic~") to the other party of its request to do so
as soon as reasonably possible, but in no event later than ten (10) days prior to the date of the
proposed Eveµt. EacQ New Event Notice shall include a description of the proposed Event,
including thé nature, starting time and estimated duration thereof; the expected attendance thereat;
the identity and experience of the prómoters and organizers of the proposed Event, and their
pnncipals; a description ofthdinancial assurances (e.g., bonds, security deposit) to be provided by
the Event promoters or organizers; a description of any special safety, security, cleaning,
maintenance, restoration or other services that will be obtained in connection with the proposed
Event; and the approximate preparation and clean-up periods for the proposed Event.
The party receiving a New Event Notice shall notifY the other party as soon as reasonably
possible but in no event more than five days after its receipt of such New Event Notice, whether the
receiving party objects to the proposed Event. If no written notice of objection is given within such
five-day period, the Event shall be deemed approved. If notice of objection is given within such
five-day period, the parties shall cooperate to determine what, if any, modifications to the proposed
Event, or further assurances or services in connection therewith or therefore, would cause the
objecting party to consent to the proposed Event. When any proposed new Event is approved by the
other party (including by a failure to object), the Event shall be added to the Event Schedule. In the
event of any unresolved dispute regarding whether an Event that is the subject of a New Event
Notice and an objection should be put on the Event Schedule, SFS and County will submit the
dispute to non-binding mediation, and if the parties are unable to resolve the dispute through non-
binding mediation, then the dispute shall promptly be resolved by arbitration pursuant to Section 38
of this Agreement on an expedited basis at the request of either party.
A proposed Event may not be added to the Event Schedule unless the scheduling thereof
would be in compliance with each of the following criteria: (i) No more than one Event may be held
at the Sports Complex per day without each party's consent, which either party may withhold in its
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sole and absoluJe discretion; (ii) Events shall be scheduled so as to allow reasonably sufficient
preparation, cleån-up ànd restoration periods between each Event, which shall be subject to the
Maintenance Standard; (iii) No County Event may be scheduled to take place between January 16
and January 31 of each year during the tenn without SFS's consent, which consent may be withheld
in its sole and absolute discretion; and (iv) the Event must be a specific planned Event (i.e., neither
party may reserve a date on the Event Sch~dule on the basis that it intends to hold on such date a
certain type of Event, as opposed to a specific Event).
. In detennining whether a party's objection to an Event proposed by the other party is
reasonable, consideration shall be given to, among other things, whether the promoted or organizer
of the Event: (i) is r~asonably capable of producing the Event; (ii) will be providing reasonably
adequate financial assurances (e.g., bonds, security deposit) to protect SFS' s and County's respective
rights herel!?der; and (iii) will be providing reasonably adequate safety, security, cleaning,
maintenance and restoration s..ervices for the Event.
D. Nothing in this Agreement shall prevent the County from using the portions of the
property described in Exhibit "B" that are not used for baseball facilities or in connection with SFS's
use of such facilities, provided that such uses do not interfe~e with SFS' s use of the Sports Complex
or otherwise conflict with SFS' s rights under this Agreement (including, without limitation, SFS' s
exclusive rightto operate.:concessions at the Sports Cómplex during the Tenn). -The County agrees
. that during th~ tenn of this Agreement, th,e County shall use or authorize others to use the remaining
property described above only for community events, sports and recreational purposes. The County
sháll be responsible to rèpair oneplace any portion of the facilities which are altered, damaged or
otherwise affected by any non-SFS use.
E. Notwithstanding any other provision of this Agreement (except Section 13, solely
with respect to Florida State League play) the County agrees that it will not pennit any other Major
or Minor League baseball club to use the Sports Complex during the tenn of this Agreement or any
extension thereof without SFS's approval in advance in writing in its absolute discretion.
F. Any of the property described in Exhibit "B" that is not being used by the County or
SFS may be used by the parties as additional unpaved parking provided that such use does not
interfere with SFS's pennitted use of the Sports Complex.
17. PUBLICITY AND PROMOTION.
The County will promote the New York Mets and the Club's St. Lucie-based minor league
team(s), as well as the sale of home game tickets for such teams. County shall submit all
promotional material to SFS for approval, which approval shall not be unreasonably withheld.
18. ADDITIONAL COVENANTS OF SFS AND COUNTY.
A SFS shall use and occupy the premises solely for the purposes specified in this
Agreement.
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B. ~FS shall pay all taxes or assessments on its operation as well as on goods,
merchandise, fixtures, appliances, equipment and property owned by it and located in or about the
Sports Complex. SFS shall have no obligation to pay any real estate or property taxes under any
circlUllstance.
C. To the extent that SFS desires to acquire and construct facilities at the Sports
Complex which are eligible under applicable state and federal laws to be financed through the
issu~ce by the County, solely as a conduit issuer, of either taxable or tax-exempt revenue bonds,
which bonds shàU not be or constitute a debt or obligation of the County, the County will cooperate
with SFS to the en~ that the County may be a conduit issuer of such bonds and, to the extent
applicable, will give SFS priority for private activity volume cap; provided, that all reasonable costs
and expens~s incurred by the County in connection with the consideration and conswnmation of such
financing, which shall be di§closed in advance and in writing by the County and subject to the
apprcwar of SFS, will be borne solely by SFS.
19.
DEFAULT; TERMINATION.
\ ,
If the property covered herein shall be deserted or vacated for an entire spring training season,
unless such aþ!)ence is due to a labor dispute or other causes beyond SFS' s control, or proceedings
. are commenc'ed against SFS in any C0ru:t under a bankruptcy act or for the appointment of a trustee
or receiver ofSFS's property either before or after the commencement of the Tenn, or if there shall
be' a default in the paymènt of any monies due hereunder for more than twenty (20) days after written
notice of such crefault to SFS, or if there shall be default in the perfonnance of any other material
covenant, agreement, condition, rule or regulation herein contained or hereafter established, on the
part of SFS for more than twenty (20) days after written notice of such default by the County (or if
such default is incapable of being cured within twenty (20) days, within such longer period oftime as
shall be reasonably required for such cure, unless SFS has taken no substantial steps to effect such
cure within such period), then at the sole option of the County, this Agreement may be tenninated by
the County. In addition, the County may terminate this Agreement if (i) the New York Mets shall
cease to be a franchise in a major league baseball league, (ii) during any spring training during the
Term, Club schedules a majority of New York Mets spring training home games at a facility other
than the Sports Complex for reasons other than unavailability of the Sports Complex or any breach
of County' s obligations hereunder, or (iii) during any Florida State League season (or, if applicable,
Gulf Coast League season), Club schedules a majority of the home games of the Club's Florida State
League (or, if applicable, Gulf Coast League) team at a facility other than the Sports Complex for
reasons other than unavailability of the Sports Complex or any breach of County's obligations
hereunder. In the event the County tenninates this Agreement for the reasons set forth above in this
paragraph, the County shall have the right to re-enter or repossess the property during the period of
SFS's right to use thereof, either by summary proceedings, surrender or otherwise other than force,
and dispossess and remove therefrom SFS, or other occupants thereof, without being liable for any
prosecution therefore. Should the County reasonably incur expenses in enforcing its rights
hereunder, specifically including attomeys' fees and court costs (at the lower court and appellate
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levels), and COlJnty prevails in such legal action, said expenses shall be reimbursed to the County by
SFS. >,
SFS shall have the right, at any time and at its sole option, to terminate this Agreement and
all of its obligations hereunder-upon written notice to County. Notice of termination provided by
SFS on or before March 31 of any year during the Term shall terminate the Agreement effective as of
December 31 of that calendar year. In the event of termination pursuant to this provision, County
will accept the following payments from SFS as the County's sole remedy against any person
relating to such teTI11inati¡¡m of this Agreement:
(a)
"
One lump-sum payment equal to the unamortized principal balance, as of the
effective date of the teTI11ination of the Agreement, of the County's outstanding debt
on the bonds issued to generate the County Contributions, the SFS Contributions
Bond Revenues, and the Naming Rights Bond Revenues, as set forth on the Bond
Amortization Schedule attached as Exhibit "J" hereto, which payment shall be paid
not later than fiv~ (5) business days following the effective date of the termination of
the Agreement; and
(b) Annual payments to be made only in such years after termination of the Agreement,
,}.lp to andlncluding 2018 during which no Major League baseball team plays Spring
Training home games in the Sports Complex, with each such annual payment
(collectively, the "Premiúm Payments") equal to a fraction the numerator of which is
the Premìum (as defined below), and the denominator of which is the total number of
calendar years after termination of the Agreement up to and including 2018. The
"Premium" as used herein shall be (i) one million dollars ($1,000,000) ifteTI11ination
of this Agreement pursuant to the second paragraph of Section 19 occurs as of or
before December 31, 2007, (ii) nine hundred thousand dollars ($900,000) if such
teTI11ination occurs as of December 31, 2008, (iii) eight hundred thousand dollars
($800,000) if such termination occurs as of December 31,2009, (iv) seven hundred
thousand dollars ($700,000) if such termination occurs as of December 31,2010, (v)
six hundred thousand dollars ($600,000) if such termination occurs as of December
31,2011, (vi) five hundred thousand dollars ($500,000) if such termination occurs as
of December 31, 2012, (vii) four hundred thousand dollars ($400,000) if such
termination occurs as of December 31, 2013, (viii) three hundred thousand dollars
($300,000) if such teTI11ination occurs as of December 31,2014, (ix) two hundred
thousand dollars ($200,000) if such termination occurs as of December 31,2015, (x)
one hundred thousand dollars ($100,000) if such termination occurs as of December
31, 2016, and (xi) zero dollars ($0) if such termination occurs after December 31,
2016. Each Premium Payment shall be paid, if and to the extent applicable, not later
than March 31 of each calendar year during which such payment is to be made.
The parties agree that these respective amounts constitute reasonable and just compensation for such
termination by SFS, and SFS hereby promises to pay to County, and the County hereby agrees to
accept, the appropriate payment amount described above as liquidated damages, and not as a penalty,
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and as its sole ,fmd exclusive remedy related to the termination of this Agreement by SFS, and
County waives åll othèr rights and remedies in connection therewith.
If the property covered herein shall be deserted or vacated by the County either before or after
the commencement of the term-ofthis Agreement, or if there shall be a default in the payment of any
monies due hereunder -by the County for nlore than twenty (20) days after written notice of such
default to the County, or if there shall be a default in the performance of any other covenant,
agreement, condition, rule or regulation herein contained or hereafter-established, on the part of the
Coun~y for more than twenty (20) days after written notice of such default by SFS, then at the sole
option of SFS, this,Agreement may be terminated by SFS. Should SFS incur expenses in enforcing
its rights hereunder, ,specifically including attorneys' fees and court cost (at the lower and appellate
levels), and SFS prevails in such legal action said expenses shall be bome by the County.
"
In the event SFS terminates this Agreement, SFS shall immediately vacate the Sports
Complex', but reserves the right to seek damages and any or all other remedies caused by any default
or breach of this Agreement QY County. In the event of such termination by SFS (excluding
termination of the Agreement upon proper notice ,as provided for in the second paragraph of this
Section 19), in addition to any other remeØies SFS may ha\>e, the County shall repay to SFS amounts
equal to the product of (x) the SFS Contribution, times (y) a fraction the numerator of which is the
number of ful~ ,çalendar months remaining in the Initial Term from and after such date of termination
. and the denominator of which is the total number of calendar months in the Initial Term.
20: DAMAGE OR DESTRUCTION.
'"
In the event of the damage or destruction of the property described in Exhibit "B" or any of
the structures (including the Stadium) or improvements located thereon by fire or other casualty,
there shall be an òbligation on the part of the County to use the insurance proceeds for the purpose of
rebuilding such facilities. The County shall be responsible for providing the funds necessary to
rebuild the facilities in the event the proceeds from the insurance referenced in Section 14(B) above
are not sufficient to cover the cost of such rebuilding.
County shall complete the reconstruction and repair of the Sports Complex following any
such damage or destruction, as soon as reasonably possible, and in any event within two hundred
seventy (270) days following the occasion of such damage or destruction. Within thirty (30) days
following the occasion of such damage or destruction, County shall provide SFS with County's
architect's and/or engineer's reasonable estimate of the time required for the reconstruction and/or
repair of same. In the event that the estimate shall reflect that more than two hundred seventy days
shall be required for the repair and/or reconstruction, SFS shall have the right to terminate this
Agreement by written notice to County, within thirty (30) days thereafter. Further, if in fact the
reconstruction and repair shall not be completed within two hundred seventy (270) days (or such
longer time to which SFS may agree), SFS shall have the right to terminate this Agreement by
written notice to County within thirty (30) days following the end of such two hundred seventy day
(or longer, as the case may be) period.
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In the ev~nt of such termination, the County shall repay to SFS amounts equal to the product
of (x) the SFS Contrîbution, times (y) a fraction the numerator of which is the number of full
calendar months remaining in the Initial Term from and after such damage and destruction and the
denominator of which is the total number of calendar months in the Initial Term. During the repair
and/or reconstruction of the damage or destructiøn to the Sports Complex, until same shall be
completed, all of the òbligations and responsibilities of SFS hereunder shall be abated on an
equitable basis, to the extent that such damage or destruction shall interfere with the use by SFS of
the Sports Complex as contemplated hereunder.
21. EMINENT DOMAIN.
ln the event that any portion of the premises should be taken by the exercise of the right of
" '
eminent domain so as to mate~ially affect SFS' s operations, SFS may terminate this Agreement as of
the date.oI taking. In the event that SFS does not terminate this Agreement as a result of any taking,
following any such taking SFS's obligations and liabilities hereunder shall be proportionately
adjusted, on an equitable basis, to the extent that such taking shall damage or otherwise materially
adversely affect the use by SFS of the Sports Complex a~ contemplated herein. All proceeds for
such taking shall ,be paid to the County or SFS as their interests may appear, provided that the
foregoing shalJ.not preclude SFS from pursuing a separate award for damages to SFS' s furnishings,
. fixtures and equipment, moving expenses and any other losses relating to SFS's business permitted
by law to be recovered, including, witho~t limitation, the loss of SFS' s leasehold. In the event SFS
shåll elect to terminate this Agreement in the event of any such taking, County shall pay to SFS an
amount equal to"the product of (x) the total amount of the SFS Contributions theretofore paid by SFS
to County, times (y) a fraction the numerator of which is the number of full calendar months
remaining in the Initial Term and the denominator of which is the total number of calendar months in
the Initial Term. 'County agrees not to exercise its right of eminent domain on any part of the Sports
Complex premises.
22. . FAMILIARITY WITH BONDS.
Anything else in this Agreement to the contrary notwithstanding, SFS acknowledges that
County is or will be bound to the holders of certain Tourist Development Bonds which relate to the
Sports Complex. SFS agrees to cooperate reasonably with the County to maintain the tax-exempt
status ofthe bonds, provided, however, that such cooperation shall not entail material modification
of the terms and conditions of this Agreement nor cause SFS or any affiliate to incur any cost or
expense in connection therewith.
23. NON-DISCRIMINATION.
SFS, as a part of the consideration hereof, does hereby covenant and agree that no person on
the grounds of race, color, national origin or sex shall be excluded from participation in, be denied
the benefits of, or otherwise be subject to discrimination in the use of the facilities excluding
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uniformed basttball personnel. The terms of this Section shall be binding upon SFS's successors in
. d ~ ,
mterest an assIgns. '.
24. CONFLICT OF INTEREST.
The County he~eby represents and Warrants that neither it nor any of its directors, officers,
members, partners, officials, representatives, or employees has any interest nor shall they acquire any
interest, directly or indirectly, which would or may conflict in any manner or degree with the
performance of rendering of the services herein provided. The County further represents and
warrants that iri the perforinance of this Agreement no person having such interest or possible
interest shall be employed by it. No elected official or other officer or employee of the County ofSt.
Lucie nor any person whose salary is payable, in whole or part, from the County Treasury, shall
participate In any decision relating to this Agreement which affects his/her personal interest or the
interest of any corporations,.partnership or association in which he/she is, directly or indirectly,
intere-sted nor shall any such person have any interest, direct or indirect, in this Agreement or in the
proceeds thereof.
,
25. ASSIGNMENT; SUBLEASES.AND LICENSES.
SFS :rp.ay assign <àny or all of its rights and obligations pursuant to this Agreement to any
. entity that owns and operates the New york Mets franchise, and may assign any or all of its rights
and obligations with respect to use of the Sports Complex for minor league operations to any entity
thát owns the Florida Stàte League affiliate (or, if applicable, the Gulf Coast League affiliate) of the
New York Metš. Should Club sell its major league baseball franchise during the term of this
Agreement, SFS shall make a good faith effort to assign its rights and delegate its duties under this
Agreement to tht: entity that acquires such franchise. SFS may assign all of its rights and obligations
pursuant to this Agreement to an owner or operator of another Major League Baseball club, provided
that SFS shall, not later than five (5) business days following the effective date ofthe assignment of
the Agreement, pay to County one lump-sum payment equal to the unamortized principal balance, as
of the effective date of the assignment, of the County's outstanding debt on the bonds issued to
generate the County Contributions, the SFS Contributions Bond Revenues, and the Naming Rights
Bond Revenues, as set forth on the Bond Amortization Schedule attached as Exhibit "J" hereto.
Upon SFS's assignment of this Agreement and all of its rights and obligations hereunder, all of
SFS's duties and obligations under this Agreement shall terminate and cease to be of any further
force or effect as of the effective date of the assignment and the County shall look solely to the
assignee for performance of the duties and obligations under this Agreement thereafter. Except as
expressly set forth above in this Section, no party may assign its rights or obligations under this
Agreement without the written consent of the other party. Notwithstanding the foregoing, SFS shall
have the right to enter into subleases and/or licenses with third parties with respect to any of its rights
and obligations hereunder with the consent ofthe County, which consent shall not be unreasonably
withheld, except SFS may not, without County's prior consent, sublease or license the use of any
portion of the Sports Complex to any Major League Baseball team other than the Club if such
sublease or license would cause cost or expense to the County beyond those that County would
otherwise incur from SFS's Permitted Uses under this Agreement.
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26. ENTIRE AGREEMENT.
This Agreement represents the entire understanding and agreement between the parties with
respect to the subject matter hereof, and supersedes all other written or oral negotiations,
understandings and representations (if any) made by and between such parties.
27. AMENDMENTS.
The provisions of this Agreement may not be amended, supplemented, waived or changed
orally, but only in \yriting signed by the party as to whom enforcement of any such amendment,
supplement, waiver or modification is SOl.lght and making specific reference to this Agreement.
"
28. FURTHER ASSURANCES.
The parties hereby agree from time to time to reasonably execute and deliver such further and
other transfers, assignment and documents and reasonably do all matters and things which may be
convenient or necessary to more effectively and completely carry out the terms of this Agreement.
29. BINDING EFFECT.
.
All of the terms and provisions of this Agreement, whether so expressed or not, shall be
binding upon; inure to the benefit of, and be enforceable by the parties and their respective legal
representatives;successors and permitted assigns.
30. NOTICES.
All notices, requests, consents and other communications required or permitted under this
Agreement shall be in writing (including facsimile communication but excluding e-mail) and shall be
(as elected by the person giving such notice) hand delivered by messenger or courier service (with
acknowledgment of receipt), telecommunicated (including by fax), or mailed by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
With a copy to:
AS TO COUNTY:
St. Lucie County Administrator
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-2130
Facsimile: (772) 462-1648
St. Lucie County Attorney
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-1420
Facsimile: (772) 462-1440
AS TO SFS:
With a copy to:
Sterling Facility Services, L.L.C.
Sterling Facility Services, L.L.C.
Page 34 of 40
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Attn: Paul Taglieri, Vice President
527 NW Peacoðk Boùlevard
Port St. Lucie, FL 34986
Telephone: (772) 871-2121
Facsimile: (772) 878-9,802 '
Attn: David Howard, Executive Vice President
Shea Stadium, 123-01 Roosevelt Avenue
Flushing, New York 11368
Telephone: (718) 565-4309
Facsimile: (718) 446-1225
And with a copy to:
"
Sterling Facility Services, L.L.C.
Attn: General Counsel
Shea Stadium, 123-01 Roosevelt Avenue
Flushing, New York 11368
Telèphone: (718) 565-4397
Facsimile: (718) 335-8066
or to such other address as any party may designate by notice complying with the tenns of this
Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal
delivery, (b) on the date te1ecommunicateµ ifby facsimile device, and (c) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by the postal authorities as
not deliverab!~... as the case may be, if mailed.
31. HEADINGS.
The headings contained in this Agreement are for convenience of reference only, and shall
not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
32. PRONOUNS.
In this Agreement, the use of any gender shall be deemed to include both genders, and the use
ofthe singular shall include the plural, wherever it appears appropriate from the context.
33. SURVIVAL.
No covenants, agreements, representations and warranties made herein or otherwise made in
writing by any party pursuant hereto shall survive the tennination of this Agreement except as
expressly stated herein. In addition to the survival of specific Sections of this Agreement as
expressly stated in such Sections, the terms of Sections 10(D), 14(D), 30 and 36 of this Agreement
shall survive the tennination of this Agreement.
34. WAIVERS.
The failure or delay of any party prior to a period which would constitute laches at any time
to require perfonnance by another party of any provision of this Agreement, even ifknown, shall not
affect the right of such party to require performance of that provision or to exercise any right, power
Page 35 of 40
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or remedy heretµ1der, and any waiver by any party of any breach of any provision of this Agreement
should not be construèd as a waiver of any continuing or succeeding breach of such provision, a
waiver of the provision itself, or a waiver of any known right, power or remedy under this
Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any
other or further notice or demand in similar or other circumstances.
35. FORCE MAJEURE.
. Neither party shalrbe liable to the other for failure to perform its obligations hereunder if and
to the extent that such failure to perform results from causes beyond its reasonable control ("Force
Majeure Events") inpluding, without limitation, strikes, lockouts, or other industrial disturbances
(but excluding Major League Baseball strikes and lockouts); fires; unusual climatic conditions such
as hurrican<::.s, floods, tornados and the like; acts' of God; or acts of a public enemy, war, police
action, terrorism and the like. ~The party unable to perform as a result of a Force Majeure Event shall
promptly"notifY the other of the beginning and ending of each such period. During the period of any
Force Majeure Event, until samt:: shall be concluded, all of the obligations and responsibilities ofSFS
hereunder shall be abated on an equitable basis, to,the extent that such Force Majeure Event shall
interfere with the use by SFS of the Sports Complex as cOdtemplated hereunder. If any period of a
Force Majeure Event prevents SFS from using the Sports Complex in the manner contemplated
herein for all 91: a substantial part of any Major League Baseball Spring Training season or Florida
. State League season (or, if applicable,.a Gulf Coast League season) and SFS does not receive
satisfactory assurances from the County that a Force Maj eure Event will not prevent SFS' s use of the
Spórts Complex as contèmplated in this Agreement for a substantial part of the following Major
League Basebalt'Spring Training season, SFS shall have the right to terminate this Agreement upon
sixty (60) days written notice to the County.
36. GOVERNING LAW.
This Agreement and all transactions contemplated by this Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of Florida, applicable to
agreements wholly negotiated, executed and to be performed in that state, without regard to
principles of conflicts or choice of laws.
37. AGREEMENT RUNS WITH LAND.
This Agreement is intended to run with the land and shall be binding upon all of the County's
successors and assigns. SFS and County shall enter into a short form Memorandum of this
Agreement which shall be recorded in the Public Records of St. Lucie County, Florida. This
Agreement is not revocable by County and is not terminable by County except as expressly set forth
herein.
38. ARBITRATION.
Page36of40
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A. Within thirty (30) days after the date of the full execution of this Agreement, SFS and
County shall coòperatè to mutually select three (3) disinterested persons to serve as arbitrators in the
event of an arbitrable dispute under this Agreement. If SFS and County are unable to mutually select
three (3) arbitrators within such thirty (30) day period, County and SFS shall each select one
arbitrator and the two (2) arbitrators so selected shall choose a third arbitrator, which arbitrator shall
automatically be the first. The first arbitrator will then detennine which arbitrator will initially be
second and which will initially be third. The order of the later 2 arbitrators shall switch each time
that one of them renders a decision hereunder.
B. The- arbitration procedure herein shall be the sole and exclusive method for the
detennination of any' issues subject to arbitration in this Agreement, and the arbitrator may award
appropriate remedies, although nothing herein shall be construed to forbid either party from resorting
to court for relief from, or to enforce rights under, any arbitration award. Any demand for arbitration
" .
shall be filed in writing with the other party to this Agreement and with the American Arbitration
Association. In no event shalf the demand for arbitration be made after the date when institution of
legal or equitable proceedings bª,sed upon such dispute would be barred by the applicable statutes of
limitations. Any arbitrator's award or detenninatiQn hereunder shall be binding and conclusive on
all parti es. ' \
C. ."Each disp:ute to be resolved by arbitration pursuant to this Agreement shall be
. submitted to the first arbitrator, if available, and if not, to the second, if available, and if not, to the
third. The dispute and all other supporti~g materials shall be submitted as soon as possible after the
mátter is first noticed for arbitration, but in any event no more than twenty-four (24) hours thereafter.
Notice of submission of a dispute to expedited arbitration shall be made by facsimile transmission to
SFS, County, and the selected arbitrator. Such facsimile notice shall be effective upon receipt and
sent to all of the notice parties listed in Section 30 of this Agreement at the facsimile telephone
numbers set forth therein or such other facsimile telephone numbers as SFS or County may designate
by notice pursuant to Section 30. Such notice of arbitration shall state that the arbitration shall be
expedited, that all supporting materials must be submitted to the arbitrator within twenty-four (24)
hours after the date and time of the notice, and that the arbitrator must make a detennination within
twenty-four (24) hours of such date and time, unless both parties agree otherwise in writing. With
respect to arbitration hereunder, each arbitrator shall agree that he or she shall render his or her
decision within twenty-four (24) hours of the submission to him or her of all materials pursuant to
this subsection.
D. The expenses of arbitration shall be shared equally by SFS and County, but each party
shall be responsible for the fees and disbursements of its own attorneys and the expenses of its own
proof. SFS and County shall sign all documents and do all other things necessary to submit any such
matter to arbitration and further shall, and hereby do, waive any and all rights they or either of them
may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the
decision rendered thereundér.
39. SUBSERVIENCE
Page 37 of 40
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This Agreement and each of SFS' s obligations hereunder shall in all respects be subject and
subordinate to èach of the following, as may be amended from time to time: (i) any present or future
agreements or arrangements entered into, and binding upon the SFS or the Club, by or on behalf of
Major League Baseball or any Major League Baseball clubs acting collectively (collectively,
"MLB"), Minor League Baseball or any Minor League Baseball clubs acting collectively
(collectively, "MiLB")', the Florida State League ("FSL") or the Gulf Coast League ("GCL") and (ii)
the applicable rules, schedules, regulations, policies, bulletins or directives issued or adopted by
MLB, MiLB, the FSL or the GCL.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
dates so indicated, <1;s follows.
ATTEST:
"
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
BY:
DEPUTY CLERK CHAIRMAN
Date signed: , 2003
.!-"
~
APPROVED AS TO FORM AND
CORRECTNESS:
;-
BY:
COUNTY ATTORNEY
WITNESSES:
STERLING FACILITY SERVICES, L.L.C.,
a New York limited liability company
BY:
Name:
Title:
Date signed:
,2003
STATE OF FLORIDA
COUNTY OF ST. LUCIE
The foregoing instrument was acknowledged before me this
20o_, by ,as of
day of
Page 38 of 40
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"
.
Notary Public
State of Florida
, My Commission Expires:
Personally known _ OR Produced
Identification
STATE OF NEW YORK
COUNTY OF QUE,ENS
The Joregoing instrument was acknowledged before me this _ day of
200_, by , as of STERLING FACILITY
SER\lICES, L.L.C., a New York limited liability company.
~
, NotatyPublic
State of New York
My Commission Expires:
Personally known OR Produced
Identification
,.
Page 39 of 40
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
- -
'"" ~
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TABLE OF EXHIBITS
Stadium and Related Training Facilities
Description of Real PropertY on Which Sports Complex Resides
List of Jointly Developed Initial Term Improyements-
Final Plans and Specifications as Actually Constructed
,
Initial Term IrnprovementSchedule
"
Exhibit F Architect's Contract Requirements
Exhibit G Contractor's Contract Requirements
,
Exhibit H Owner's Contractor Protective Insurance Requirements (if applicable)
Exhibit I .' SFS General Construction Liability II1surance (if applicable)
.
Exhibit J Bond Amortization Schedule
,..
Page 40 of 40
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TO:
COUNTY ADMINISTRATION
MEMORANDUM
03-122
Board of Cou~ty Co
FROM:
. ,
Douglas M. Anderso
DATE:
July 30, 2003
"
RE: NY Mets Sports Complex Facilities Use Agreement
Outlined below are the highlights ofthe above referenced agreement. A draft copy of the
agreement is attached.
1 . Term of the Aqreement \.
January 1, 2003 - December 31, 2018 (sixteen years with two five-year options) - the first year was
the 2003 Seasol)whereby,we operated under a Letter of Intent.
2. Capital Improvement Funding
. ~
.... $6,035,000 These funds are available to be
County - 2003/2004
Debt Service will be paid by the 4th and 5th borrowed through Suntrust Bank.
Cent Tourist Tax
NY Mets - 2004 through 2018 $1,100,000 est.
$1,100,000 bonded amount comes from the amount borrowed
NY Mets total contribution of $1,500,000
NY Mets - 2004 through 2018 $1,610,000 est.
Naming Rights secured by NY Mets amount borrowed
($2,250,000). If Naming Rights exceed
$150,000/yr, the excess goes into Stadium
Capital Improvements once NY Mets'
contribution has been reimbursed. If
Naming Rights are less than $150,000/yr,
NY Mets make up the difference.
Subtotal $8,745,000 2003/2004 Improvements
County - 2005 through 2018 $2,250,000 Funds come in annually over 14
years from the 4th and 5th Cent
Tourist Tax - Projects to be
determined jointly between NY
Mets and County.
Total 16-year Capital Improvements to $10,995,000 est.
facility
\..-
'..",,/
So
Page 2
July 30, 2003
NY Mets Sports Complex Facilities Use Agreement
3. Ooeration and Maintenance Costs
The County will be responsible for the ongoing operation and maintenance costs. I have attached
a 15-year budget summary that reflects thi~, together with anticipated revenues. We are having
an evaluation performed on the candle power on the stadium outfield lights. Should they have to
be replaced and/or repaired, these costs will be paid out of operation and maintenance. This report
shows $500,000 being borrowed from the County, to be paid back with interest, for improved field
lighting should it be necessctry to be in compliance with major league standards. The cost of the
ongoing seat replacèment and continued waterproofing will also come from this fund.
4. NY Mets Financial Commitment - Excluding Revenue Splits
"
A. $100,000/yr Capital FundiAg
- ~
B. $150,000/yr Naming Rights <;3uarantee
Should Naming Rights exceed $150,000/yr, difference goes to
Stadium Capital Improvements once NY Mets arè reimbursed for
any previous Naming Rights coverage. If less than $150,000/yr, NY
Mets pay the d}fterence. ,
C. Annual Rent Payments over 16 Years
Excludes $3,000 per year and ~ fee per game of $125-$475
(day games versus nights & weekends) for the Gulf Coast League
,...
Total Commitment
$1,500,000
$2,250,000
$875,000
$4,625,000
5. Revenue Splits
The revenue splits remain the same as in the January 15, 2003 Letter of Intent (copy attached)
6. Facilities Construction Contractors Includina Architect
The contractor and architect shall be subject to County approval. The construction work shall be
bid out. The contracts shall be with NY Mets (SFS) with costs being paid from the construction
budget and not exceeding construction budget.
7. Other Use of Premises
Excluding spring training, St. Lucie Mets/Gulf Coast League home games, workouts and practices
and play-off games, SFS and County shall be entitled to reserve the use of the Sports Complex on
other dates during the year for other SFS events and County events. Nothing in this agreement
shall prevent the County from using the portions of the property described in Exhibit "B" that are
not used for baseball facilities, provided they do not interfere with SFS's scheduled use of the
Sports Complex.
8. Buvout Clause
Option 1 - NY Mets (SFS) would retire all existing Debt Service for stadium Capital Improvements
to facility (see July 21,2003 memo) plus pay the County $1,000,000 if this occurs before December
31,2007. The $1,000,000 penalty decreases by $100,000 per year through December 31,2016.
'-"
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Page 3
July 30, 2003
NY Mets Sports Complex Facilities Use Agreement
Option 2 - NY Mets (SFS) would retire all existing Debt Service for stadium improvements and
assign the agreement to a'nother major league team under the consent of the County, which
consent shall not be unreasonably withhel~,. -
9. Preliminarv Proiect ScoDe
Attached is a list of projects. Should the cost of this list exceed the Project's Capital Budget, the
NY Mets (SFS) and the County would mutually agree upon changes to the project list to keep the
project within bUdgèt., -
\
Dan Mcintyre has not had the òpportunity to review this final draft of the agreement prepared by
the County and"the NY Mets. However, he will review it prior to Friday's Board meeting.
We are uooe-r a tight time framé to begin the demolition and construction of the Stadium in order
to have the project completed by.Spring Training. The demolition permit applications have been
submitted and if the Board approves this agreÇ!ment, we will issue the demolition permits
immediately following the approval of the 90ntract. ' \.,
DMNab 03-122
c: Ray Wazny, Assistant County Administrator
Dan Mcintyre, COUflty Attqrney
Pete Keogh,...Parks & Recreation Director
Roger Shinn, Central Services Director
Dave Howard, Senior Vice President, NY Mets
Attachments
~
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s.
PORT ST. LUCIE
NY Mets Spring Training Facility
Preliminary Proiect Scope
Mets DeveIopment Company
25-Jul-03
\, "
A. FAÇADE EXTENSION
Elevator, Suites, Steel Structure, Stairwells
Interior Renovation
B.
TIllRD BASE ADDITION
Grandstand / Seating
New Interior Space under Concourse
Storage Area
"
C.
BERM
Restrooms, Concession'Stand \.
Rails, Walks, Retaining Walls
Shade Structure, Concrete
Scoreboard relocation
....-1'
D.
GATE C AREA
Pavers
Concession Stand
Shade Structure
Concrete
....
,...
~.. .-
E. BATTIN~ GAGE BUILDING
85 FT X 35 FT. '
F.
ENTRY PLAZA
Shade Structure, Fences & Gates
"
G. HOME PLATE SEATING
Home Plate Seating
H. HV AC COOLING SYSTEM
County chiller project
" \
I.
MINOR LEAGUE"FACILITY IMPROVEMENTS
~
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TO: ' Bo~rd of Còunty Com
'..,./
COUNTY ADMINISTRATION
\ '
\. MEMORANDUM
03-113
,:;,...",,;-,,"~,;.,. ...~,..-;..".,,,...,,.."'.,,."'=~"",,/~'.,.~._;.y"'....'..
FROM:
"
D9,uglas M. Anderson unty Administrator
"
DATE: "July 21, 200:?
RE: Mets' Stadium .Early Payoff Schedule
Outlined below is a payoff schedule,on the Capital\Oebt for the improvements to Mets'
Stadium should the anticipated existing debt be paid off early.
'-'
'-"
Lóans
$6,055,000 @,..4.07% Actual
$1,610,000 @ 4.75% Est. *
$1,100,000 @.4.75% Est. **
TOTAL
5 Years
$4,423,000
1,500,000
1.000.000
$6,923,000
PAYOFF
8 Years
$3,276,500
1,050,000
700.000
$5,026,500
10 Years
$2,432,000
750,000
500.000
$3,682,000
12 Years
$1,517,000
450,000
300.000
$2,267,000
* Naming Rights estimated at $150,OOO/year for 15 years
** NY Mets pledge - $1 OO,OOO/year for 15 years
DMAlab 03-113
c: Ray Wazny, Assistant County Administrator
Pete Keogh, Parks & Recreation Director
Marie Gouin, Management & Budget Director
Dan Mcintyre, County Attorney
"
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COUNTY ADMINISTRATION
\ '
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MEMORANDUM
03-18
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TO:
Board ot County C~om
,
FROM:
Douglas'M. Anderson
"
"
DATE:
~ J?nuary 3 t, 2003-. '
RE:
New York Mets Lette'r of Intent
Please find attached ,a revised Letter of Intent betWeen St. Lucie County and the New Yqrk Mets
organization as changed and initialed by the New ,York Mets organization. These changes were
, ~ i .
discl:Jssed with mèjxior to being sent to the County. The changes include a redefinition for the various
reven'ue categories that better clarify nòn-Gounty events to New York Mets Spring Training games and
Florida Slate League gam~.
There is also a Ride("A" attached to the agreement as prepared by the New York Mets organization.
Rider "A" defines gate receipts and parking revenue for Club events other than New York Mets Spring
Training games and Florida State League games. The New York Mets organization will take full financial
risk tor these events' receiving 100% of gate receipts and parking revenues while at the same time
reimbursing the County for all out-ot-pocket expenses incurred by the County in connection with that
event. I feel that this is good in that in the past the County has not received sufficient revenues to cover
100% of its cost tor similar events while at the same time assuming financial risk. This does not preclude
the County from hosting similar events such as concerts and tournaments.
,-
The other change to the letter refers to the Naming Rights whereby the Naming Rights agreement will
be subject to Board approval "pursuant to standards to be set forth in the final negotiated agreement".
Staff recommends the,Board approve the revised Letter of Intent between St. Lucie County and the New
York Mets organization.
DMAfab 03-18
c: Ray Wazny, Assistant County Administrator
Dan Mcintyre, County Attorney
Pete Keogh, Parks & Recreation Director
Attachment
H:IWINIWP'AGENDAINYMetsLtrlntenlwpd
'.
Tuesday, January ~003 6,04 PM
Dave Howard 718-446-1225
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Company: New York Mets
Dave Howard
To the exclusive attention at
. '"
Sent By:
Recipient:
Doug At:lderson
Company:
"
~t. Lucie County
"
Fax Number: 718-446-1225
Fax Number:
(772) 462-1450
1 (772) 462-1648
Voice Number: 718-565-4309
Voice NumPe-r.:
,
"
1/28/03
\
6:03:36 PM
Date:
Timè:
Total No. Pages:
6
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Subject:
Letter of Intent -
,...
,..
Message:
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¡Attached please find the Letter of Intent, which has been signed by me. I
¡We have made the clarifications to the text that you and I discussed on \
IFriday, January 25th. I have initialed the margins where the inserted \
!Ianguage appears and ask that you do the same and fax back a copy. 1 I
¡Will then send you the original, which you can also Initial and return a copy I
¡to me. . I
,
¡We will provide our comments to the draft lease agreement promptly.
!
Dear Doug,
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L JAN Z !:J 2003 ð
r"f"I .ð.nMIN rlFFICE
'.
Tuesod:oy, Jan~8, 2QC3 6:04 PM
Dave-\c\vard 718-446-1225
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COUNTY
ADMINISTRATOR
BOARD OF COUNTY
COMMISSIONERS
.
January 15, 2003 . ,
DOUGLAS M. AND;::RSON
SENT VIA FED EX
01/15/03
,
New York Mets '\.
Shea Stadium,
Flushing, NY 11368
Attn: David' C. Howard, Senior Vice President
, '
RE:-, Letter of Intent - Subject to Board of County Commissioners' Approval
"
Dear Dave:
'Based upon our discussions, I am providing thè,New York Mets organization with a Letter
of Intent outlfning the highlights of out agreement in principle for the proposed 15 year St.
Lucie SR9rts Comp.lex Facilities Use Agreement, which is subject to the approval of the
Board of Co'Unty Commissione~. I have attached a draft copy of that agreement, prepared
by the County, which is subject to' réview and revision by the New York Mets. The parties'
agreement in princtple as outlined in this Letter of Intent shall be subjectto the negotiation
and execu,tion of a dèfinitive binding agreement between the parties, which the parties will
.. endeavor in-good faith to complete as promptly as possible, and shall also be subject to
al! necessary approvals, including the approval of Major League Baseball and the Board
of County CommIssioners.
Term of the Aareement
Thè initial term shall be for the calendar years 2003 through 2017. The Club has an option
to extend the Agreement for an additional five-year period on the same terms and
conditions by giving at least six months' written notice to the Count .
Ne.'-'" 0 r\<.. ?."\-.s. S~r';:\~ ì",,\(\''''j ~ o,t-'''s. J
Annual Rent __ Revenue Splits e>...." nor' J.", ~{.,~ "- L~",~"e. ~c. "'~~ /
County Clu
30% 70%
20% 80%
Gate Receipts (l'I;wÇ'e¡,mt)' 8')!l'It3)
Concessions
(Club gross sales reœipts less tax)
Concessions (County Events)
(Club gross sales receipts less tax)
Novelties
(Club gross sa:es receipts less tax)
Program Sales (n:::t profits) 50% 50% I
Parking (net profits) (Rail ç,:,".'; .. c/Ö) 50% 50%
t\"..J New'lor\;, f\.\e.~ <3.?~i~') ,-rc"·.,,ì r>,:\ jl>-,..,...~.s 1r\QJ.
, \ ~ì~~ \" fit \ o..-NÞ. Çl..ri~o.. ~"o.-\" L"...~= ~co.......e.?;: f111
JO.,N D D;'\":HN, D sIner He ! . OOUG CQWAr\C. Om"lc· ~ç. :;: . 'AULA A LEWIS. Dlst~cr No :,. . Fft.\NS:E HUTCHIi'iSON, Dsm:r No 4. . CUFF OA.f\~EJ. 015'r:::· N,:, 5
(OU'li Aor;n:rrofOl ~ Doog!c.s. J.'L An::!l2'tSCn
20DO Virg'nio Avenue' rart Pierce. FL ,34982-5652 · Phor.e (772) 462-145D . TDC> (772) 462-1<128
FAX (772) 462-1648· emall: douçc@co.¡r-luc¡eJl.us
web 5ire: www.co.sr-lude.fI.u5
33%
67%
14%
86%
,
Tuesday J3n~a\.ø 20C3 6:04 PM
Dave :-1oward 718·446,1225
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p03
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<;.
Page 2
January 15, 2003
Letter of Intent
Club retains all other revenues re!a~ng to tlie facility including, without limitation. all
advertising and media revenues, except that Naming Rights proceeds shall be used for
capital improvements as set forth below.
Annual Rent - Maintooance Pro-rata Payment
1st 5 years :$!50,OOO/year
2nd 5 years $=\5,OOO/year
3'd 5 years~~60,OOO/Y6ar
Club's Use of Facilities '
Club will have·the priorityßnd exclusive right to use, and agrees to use, the facilities for
m..JDf league spring training and exhibition games, minor league spring training and
exhibition games, Florida State League play, Instructional League play, training and/or
rehabilitation of players from time to time and ,fantasy and youth camps.
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County's Maintenance Obligation
County \t~iJJ, at its e;.;pense, keep and maintain the Facilities in good and clean order and
repair sûltab!e for a first-class major and minor league training complex. County agrees
to cooperate with the Club to operat,e and maintain a first-class training facility.
. Stadium U§.fJ bv Coùntv ro'r- Other E'tents
During the months from May through January of each year and subject to Club's uses,
County shal1 have the right to use such remaining portions of the baseball facilities or to
allow other. persons or organizations to use such remaining portions of the baseball
facilities when Club is not making use of said portions, subject to at least fourteen (14)
days' advance written notice to Club and provided that such uses do not conflict with Club's
permitted use of the baseball facilities, subject to the approval of Club, v/hich approval shal1
_ not be unreasonably withheld. County shall be responsible to repair or replace any portion
of the facilities which are a1tered. damaged or otherwise affected by any non-Club use.
Nothing in this agreement shall prevent the County from using the remaining property
described in Exhibit "B" to the draft agreement prepared by County that is not used for
baseball facilities provided thatsuch uses do not conflict with the Club's usa of the baseball
facilities, During the term of the Use Agreement, the County shall use or authorize others
to use the remaining property described above only for community events, sports and
re erea ti ona1purposes.
Marketinq of Stadium
Club will actively promote and public!ze Its use of the facilities and the sale of home game
tickets. The County will promote the Club and the sale of home game tickets. County shall
submit all promotional material to the Club for approval, which approval shall not be
unreasonably withheld.
T~esday, Jan~8, 2003 604 PM
Dave rlcward 718·446-1225
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Page 3
January 15, 2003
Letter of In/ent
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The Club will cooperate wjth the Courity to promote the tourism attributes and attractions
of St. Lucie County. Club agrees that a full-page ad promoting St. Lucie County will be
included in all New York Mets game programs produced by the Club. The County will
supply in a timely méÝ1ner promotbnal copy and artwork for the Club's approval. Club will
make good. f:aith efforts ro publicize its relationship with St. Lucie County in other Club
promotional pU,blications.
The Club wnf include an information flier on spring training in a mailing to its season ticket
holder~. The informational flier will be prepàred and provided by St. Lucie County at its
expense and will be subiect to Club's approval. The Club will pay postage costs for the
diStribution to its season ticket customers.
The parties hereto expressly rècognize an¡¡ agree that the County is undertaking a
. substantial financial responsibility to improve and maintain the Facilities to induce the major
league baseball team owned and operated by the Club to conduct spring training in St.
Lucie C~l!nty. It is "therefore, understood and a§reed that the Club will cooperate in good
faith wit¡f~hB County in its effort to promote the development and success of baseball in
the St. Lucie County area. The 'Club will make a good faith effort to encourage personnel
and players to partidpate in cooperative activities involving the promotion and development
of St. Lucie County-.
,..
The Club will work with the County to bring other non-baseball events to the stadium to
better uti1iz~ the stadium when not being used by the Club.
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CalJitallmDrovements
The County shall perform capital improvements as determined jointly by the Club and
County in good faith cooperation, according to procedures set forth in the negotiated final
- agreement. These capital improvements shall be funded by County contributions, Club
contributions, and Naming Rights proceeds, as set forth below (none of which funds may
be applied towards County's obligations to maintain the facilities as set forth above).
County Contributions:
Year 1 $2,175,000
Year 2 3,860,000
Years 3-15. 2,250,000
The County contributions for Years 3-15 will be accumulated over the 15 years with the
funds being made available in varying amounts annually according to a schedule to be set
forth in the negotiated final agreement.
·
Tuesday, Ja~28, 20C3 6:04 PM
Dave Howard 718,446,1225
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Page 4
Januar¡ 15, 2003
Letter of Intent
Club Contributions: \ " -
The New York Mets will pay the County $100,000 per year over the 15 year term of the
Contract. The County will promptly use these future payments as security to borrOW¡øj
$1,100,000 and wi!! .use the Mats' payments to reduce .the debt service on the borro\Ned
funds. '.'> "'_ ~ ~\Jr~"":,~ "'0 .,.~c>.,J<>r'~~ 'r", ~ 9.<:{. .
, , :..ç~r.J,t.... I....~\..~ ,C""-\ ~';)c'-I<-.'\-f'" 0. re",-,..r¡'I'r- 'I
Namino R/ç¡hts. (
The New YOJk Mets, on, an exc1u va basis, will immediately begin to market the sale of
Naming Rights for the facility. Naming -Rights agreement will be subject to Board of
Coun1y,Commissioners' approva Notwithstånding, the sale of Naming Rights, the County
9.~d the New' York M~ts agree to cooperate and develop a way to recognIze the
c-ðI1Ìïibution of Thomas J. White, Sr. in an appropriate and significant way. The County will
use the stream of revenue received in exchange for the Naming Rights as security to
borrow additional immediately available funds.
, h \
The total of'611 funds generated by the parties' contribUtions and the Naming Rights will
esiablis1;1..the budget for capita! improvements during the Initial Term. ' The Club and
Còunty'witlcooperate and nego,tiate in good faith to develop the list of capital projects and
their scope, specifications and plabs. In no event shall the cost of such projects exceed
the established capital budget.
,-
St. Lucie Gounty looks toward finalization of thìs agreement in an expeditious manner. As
soon as your final comments are received, we will place this letter on the Board of County
Commissioners' agenda for their review and approval. As soon as the Facilities Use
Agreement·¡ finalized, we will place that on the Board of County Commissioners' agenda
for revie't d approval. We look forward to our new relationship with your organization.
DMNa':J 03-03
c: Board of County Commissioners
Ray Wazny, Assistant County Administrator
Pete Keogh, Parks & Recreation Director
Marie Gouin, Management & Budget Director
Dan Mcintyre, County Attorney
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T~esday, Ja'1~~, 2003 6:04 PM
Da'¡e Heward 718·446,1225
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Riders to Letter of Intent for
Proposed St Lucie Sports ComDlex Facilities Use A~ement
Rider A
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County Club
.
, '" 100"10* 0%
Gate Receipt~ (County events)
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Gate Receipts (Club events other than New York 0% lOQ%*
'/ Mats Spring Training game3
" and Florida State Leagui gamci)
"
-£àrking -
(County events) 100%'" 0%
Parking (Club eventš other than New York 0% 100%*
Mets Spring Training games . \
" and Florida StateLe~e games) , ..
.-
*'In theéá~e ofCa) any County evenf and (b) any Club ev,ent other than New York Mets
Spring Training games and Floridå State League games, the party that retains 1000/0 of
Gate Receipt and Þa.rldng revenues from such event shall reimburse the other party for all
out.of-p~ket expenses incúrred by such other party in connection with that event.
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THIS AGREEMENT is made and entered into as of , 2003, by and
between ST. LUCIE COUNTY, a political subdivision of the State of Florida ("County"), and
STERLING METS, L.P., a Delaware limited partnership ("Club").
WIT N E SSE T H:
WHEREAS, Club is the owner and operator of the New York Mets Major League Baseball
franchise and the S1. Lucie Mets Florida State League franchise;
WHEREAS, County is the owner of certain property known as the St. Lucie County Sports
Complex (the "Sports Complex") and the baseball stadium situated thereon and presently known as
Thomas J. White Stadium (the "Stadium");
WHEREAS, County and Club's affiliate, Sterling Facility Services, 1. 1. C. ("SFS") have,
contemporaneously herewith, entered into a Facilities Use Agreement ("FUA") pursuant to which
County granted SFS certain rights to use the Sports Complex and the Stadium as set forth in the
FUA;
WHEREAS, County seeks certain guaranties and assurances from Club as a condition to
County's execution of the FUA; and
WHEREAS, Club wishes to conduct New York Mets major league spring training and minor
league baseball operations at the Sports Complex and to schedule Major League spring training
baseball games, Minor League baseball games and other events at the Stadium;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, IT IS AGREED AS FOLLOWS:
1. Throughout the term of the FUA, including any extensions thereto, the Club shall use
the Sports Complex to conduct the following, subject to any changes by Major League Baseball: (i)
New York Mets Spring Training games (Club will make a good faith effort to cause Major League
Baseball to schedule a minimum of 12 games at the Sports Complex each Spring Training season);
and (ii) during such time as the Club owns or is party to a Player Development Contract with a
Florida State League franchise, the home games of such franchise. Club shall make a good faith
effort to cause Major League Baseball and the Florida State League to schedule as many night games
and weekend games as practicable. In the event "split squad" New York Mets Spring Training
games are played at the Sports Complex, Club shall make a good faith effort to have at least sixty
percent (60%) of the regular position players attend or play in the game scheduled at the Sports
Complex, subject to the requirements of Major League Baseball.
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2. The Club hereby guarantees the full and prompt payment of each of the following
obligations of SFS pursuant to the FUA:
a. SFS's obligation pursuant to Section 3(B) of the FDA to pay the "SFS
Contributions" to the County as set forth in the FDA);
b. SFS's obligation pursuant to Section 6 of the FDA to make payment to the
County of the County's share of ticket receipts, concession and souvenir receipts, parking receipts,
and program receipts, and Gulf Coast League payments, as set forth in the FUA; and
c. SFS's obligation pursuant to Section 15 of the FUA to make annual payments
towards the cost of operation and maintenance of the Sports Complex and to reimburse the County
for the costs of damage occurring to the Sports Complex due to the grossly negligent acts or willful
misconduct of the Club, its officers, agents and employees;~
d. SFS's obligations pursuant to Section 7(B) of the FDA to make payment to the
County of the County's share of suite revenue;~
e. SFS's obligation pursuant to Section 3(C) of the FDA to make Naming Rights
Shortfall Payments, to the extent applicable;~ and
f. SFS's obligation pursuant to Section 19 or Section 25 of the FDA. to the
extent applicable as specifically set forth therein. to make certain payments in the event of the
termination or the assignment of the FDA bv SFS.
3. During the Term, the Club will actively promote and publicize its use of the Sports
Complex and the sale of home game tickets.
4. During the Term, the Club will cooperate with the County to promote the tourism
attributes and attractions of S1. Lucie County. The Club shall include a full-page advertisement
promoting S1. Lucie County in all New York Mets game programs produced by the Club. The
County will supply, at its expense and in a timely manner, promotional copy and artwork to for the
Club's approval, which approval shall not be unreasonably withheld. Club will make good faith
efforts to publicize its relationship with S1. Lucie County in other Club promotional publications.
5. During the Term, the Club will include an information flier on spring training in a
mailing to its season ticket holders. The informational flier will be prepared and provided by the
County at its expense and will be subject to the Club's written approval, which approval shall not be
unreasonably withheld. The Club will pay postage costs for the distribution of the informational flier
to its season ticket holders.
6. The parties hereto expressly recognize and agree that the County is undertaking a
substantial financial responsibility to improve and maintain the Sports Complex to induce the major
league baseball team owned and operated by Club, to conduct spring training in S1. Lucie County. It
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is, therefore, understood and agreed that Club will cooperate in good faith with the County in its
effort to promote the development and success of baseball in the St. Lucie County area. The Club
will make a good faith effort to encourage personnel and players to participate in cooperative
activities involving the promotion and development of St. Lucie County. The Club will work with
the County to attract other non-baseball events to the Stadium to better utilize the Stadium when not
being used by the Club.
7. Notwithstanding anything to the contrary herein, (i) the Club shall have no obligations
hereunder unless and until the FDA is fully executed by the County and SFS and is approved by the
Board of County Commissioners ofSt. Lucie County; (ii) each of the Club's obligations hereunder
shall be contingent upon the performance by the County of each of its obligations pursuant to the
FDA; and (iii) this agreement and each of the Club's obligations hereunder shall terminate and cease
to be of any further force or effect upon termination or assignment of the FDA for any reason
whatsoever.
8. This agreement shall be binding upon each of the Club's successors and assigns.
9. The County agrees to indemnify and hold the Club and its affiliates harmless from
any and all claims for personal injury, death, or property damage and any other losses, damages,
charges, or expenses, including attorneys' fees, which arise out of, in connection with, or by reason
of acts or omissions which are the responsibility of the County pursuant to the FUA and this
Agreement, including, without limitation, in connection with or related to the Initial Term
Improvements and any other construction conducted by County (itself or through contractors).
County further agrees to undertake at its own expense the defense (through counsel reasonably
acceptable to Club) of any action brought against the Club claiming damages arising out of, in
connection with, or by reason of acts or omissions that are the responsibility of the County pursuant
to the FDA This provision shall survive termination of this Agreement.
10. This Agreement and each of the Club's obligations hereunder shall in all respects be
subject and subordinate to each of the following, as may be amended from time to time: (i) any
present or future agreements or arrangements entered into, and binding upon the Club, by or on
behalf of Major League Baseball or any Major League Baseball clubs acting collectively
(collectively, "MLB"), Minor League Baseball or any Minor League Baseball clubs acting
collectively (collectively, "MiLB"), the Florida State League ("FSL"), or the Gulf Coast League
("GCL") and (ii) the applicable rules, schedules, regulations, policies, bulletins or directives issued
or adopted by MLB, MiLB, the FSL or the GCL.
11. Club shall not be liable to County for failure to perform its obligations hereunder if
and to the extent that such failure to perform results from causes beyond its reasonable control
("Force Majeure Events") including, without limitation, strikes, lockouts, or other industrial
disturbances; fires; unusual climatic conditions such as hurricanes, floods, tornados and the like; acts
of God; acts of a public enemy, war, police or military action, terrorism or the like; or inability to
obtain transportation or necessary materials in the open market. The Club shall promptly notify the
County of the beginning and ending of each such period.
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12. This Agreement represents the entire understanding and agreement between the
parties with respect to the subject matter hereof, and supersedes all other 'Written or oral negotiations,
understandings and representations (if any) made by and between such parties.
13. The provisions of this Agreement may not be amended, supplemented, waived or
changed orally, but only in writing signed by the party as to whom enforcement of any such
amendment, supplement, waiver or modification is sought and making specific reference to this
Agreement.
14. All notices, requests, consents and other communications required or pennitted under
this Agreement shall be in 'Writing (including facsimile communication but excluding e-mail) and
shall be (as elected by the person giving such notice) hand delivered by messenger or courier service
(with acknowledgement of receipt), telecommunicated (including by fax), or mailed by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
AS TO COUNTY:
St. Lucie County Administrator
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-2130
Facsimile: (772) 462-2131
AS TO STERLING:
Sterling Mets, L.P.
Attn: David Howard,
Executive Vice President
Shea Stadium, 123-01 Roosevelt Avenue
Flushing, New York 11368
Telephone: (718) 565-4309
Facsimile: (718) 446-1225
With a COpy to:
St. Lucie County Attorney
2300 Virginia A venue
Fort Pierce, Florida 33482
Telephone: (772) 462-1420
Facsimile: (772) 462-1440
With a COpy to:
Sterling Mets, L.P.
Attn: General Counsel
Shea Stadium, 123-01 Roosevelt Avenue
Flushing, New York 11368
Telephone: (718) 565-4397
Facsimile: (718) 335-8066
or to such other address as any party may designate by notice complying with the tenns of this
Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal
delivery, (b) on the date telecommunicated ifby facsimile device, and (c) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by the postal authorities as
not deliverable, as the case may be, if mailed.
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15. No covenants, agreements, representations and warranties made herein or otherwise
made in writing by any party pursuant hereto shall survive the termination of this Agreement except
as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the
dates so indicated, as follows.
ATTEST:
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
BY:
BY:
DEPUTY CLERK
CHAIRMAN
Date signed:
,2003
APPROVED AS TO FORM AND
CORRECTNESS:
BY:
COUNTY ATTORNEY
STERLING METS, L.P.,
By Mets Partners, Inc., its General Partner
BY:
NAME:
TITLE:
Date signed:
,2003
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ITEM NO. 4A
DATE: AUQust 1. 2003
AGENDA REQUEST
REGULAR: (X)
PUBLIC HEARING: ( )
CONSENT: ( )
"
SUBJECT: NY ~ets Sports Compl~x Facilities Use Agreement (Sterling Facility Services, L.L.C.)
TO: BOARD OF COUNTY COMMISSIONERS
.
SUBMITTED BY (DEPT): ' ADMINISTRATION
BACKGROUND: See attached memorandum
\
FUNDS AVAilABLE: Tourist Development Tàx and NY Mets
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PREVIOUS ACTION: Januaryj5, 2003 letter of Intent signed by the County and the NY Mets
...
RECOMMENDATION: Staff recommends that the Board of County Commissioners approve the attached
St. Lucie Sports Comp,lex Facilities Use Agreement with Sterling Facility Services, L.L.C. commencing
January 1,2003 for an initial term of sixteen (16) years with additional two (2) five (5) year option periods
outlined in the Agreement and authorize the Chairman to sign.
COMMISSION ACTION:
~ APPROVED
o OTHER:
o DENIED
Approved (5-0)
as Anderson
Co nty Administrator
Calendar of Events to be provided to BOCC by Dee 1st each year.
Review and Approvals
D County Attorney:
D Management and Budget:
D Purchasing:
D Originating Dept:
D Other:
D Other:
D Finance: Check for copy only, if applicable:
Anyone with a disability requiring accommodations to attend this meeting should contact the SI. Lucie County Community Se¡yices Manager at 772-462-1777
or TTD 772-462-1428, at least 48 hours (48) prior to the meeting,
H:IWINIWP'AGENDA IMetsUseAgrmt.wpd
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INTER-OFFICE MEMORANDUM
ST. LUCIE COUNTY, FLORIDA
TO:
Board of County Commissioners
FROM:
Daniel S. McIntyre, County Attorney
C.A. NO.:
03-1034
DATE:
August 1, 2003
SUBJECT:
Agreement with New York Mets and Sterling Facility
Services, L.L.C.
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Attached are blackline copies of the Facilities Use Agreement with Sterling
Facility Services, L.L.C. and the Guaranty Agreement with Sterling Mets, L.P. The
agreements are in blackline form and reflect changes negotiated last night between
County staff and the New York Mets staff. Staff will be discussing these changes
with the Board at to day's meeting.
DSM/caf
Attachments
Copy to: County Administrator
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DRAFT 7,129,1()3
SFS REVISIONS TO 7/25/03 DR:\FT
ST. LUCIE SPORTS COMPLEX
FACILITIES USE AGREEMENT
THIS AGREEMENT, made and entered into in triplicate as of ,2003, by and
between ST. LUCIE COUNTY, a political subdivision of the State of Florida ("County"), and
STERLING FACILITY SERVICES, L.L.c., a New York limited liability company ("SFS").
WIT N E SSE T H:
WHEREAS, County owns the real property legally described on Exhibit "A" hereto (the
"Land"), and all of the fields and improvements located thereon, including, without limitation, the
lighted major league baseball stadium presently known as the "Thomas 1. White Stadium" (the
"Stadium"), and certain major and minor league training facilities, locker rooms, practice facilities,
and related improvements (with the Land, Stadium and all fields and improvements hereinafter
collectively referred to as the "Sports Complex"), as the Sports Complex is depicted on the site plan
("Site Plan") set forth in Exhibit "B" hereto.
WHEREAS, SFS desires to use, and County desires to permit SFS to use, the Stadium and
the other facilities at the Sports Complex for an initial term of sixteen (16) years, commencing as of
January 1, 2003, with additional option periods, in accordance with the provisions hereinafter
contained;
WHEREAS, County and SFS's affiliate, Sterling Mets, L.P. ("Club"), which owns and
operates the franchises for the New York Mets major league baseball team and the St. Lucie Mets
minor league baseball team, have, contemporaneously with this Agreement, entered into an
agreement ("County-Club Agreement") pursuant to which the Club agreed to guarantee certain of
SFS's payment obligations under this Agreement and to conduct certain major league Spring
Training and minor league baseball operations at the Sports Complex;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, IT IS AGREED AS FOLLOWS:
1. SITE; ADDITIONAL CAPITAL IMPROVEMENTS
The County warrants and represents that it owns the Land, Stadium, and the remainder of the
Sports Complex including, without limitation, the fields and improvements thereon.
The parties further acknowledge and agree that, subject to the terms set forth herein and in
the exhibits hereto, County shall construct additional capital improvements to the Sports Complex
Page I of421210
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property during the Initial Term, in accordance with the schedule, scope, specifications, designs and
plans which shall be determined in accordance with the terms of Sections 3 through 5. Upon the
Completion (as such term is hereinafter defined) of the Initial Term Improvements the term "Sports
Complex," as used herein, shall be deemed to include the Initial Term Improvements.
2. SFS USE OF FACILITIES: INITIAL TERM: OPTIONS.
A Initial Term: SFS agrees to use the Sports Complex for an initial period of sixteen
years commencing on January 1, 2003 and ending on December 31, 20 18 (or such earlier date upon
which this Agreement is terminated as provided herein) (the "Initial Term"), subject to the terms and
conditions hereof, for the following purposes (the "Permitted Uses"):
(i) SFS may use and permit the Club to use, and the County shall permit SFS and
the Club to use, the Sports Complex during the Term of this Agreement (as defined in
Section 2(B) hereof) for the following, subject to the priorities of use as set forth in Section
16 of this Agreement:
· Fantasy and Youth Camps
· New York Mets Spring Training (February - April)
· New York Mets Exhibition Season (March - April)
· Florida State League or any successor league (April - September)
· Gulf Coast League or any successor league (June - August) (if applicable)
· Minor League Spring Training (April- June)
· Instructional League Play (September - November)
· Training and/or rehabilitation of baseball players
To the extent that any use ofthe Sports Complex for the purposes set forth above in
this Section 2(A)(i) (not including fantasy and youth camps) exclusively involves
professional baseball teams and players who are not affiliated with the Club (or with a maior
league baseball club affiliated with an assignee of SFS), then SFS (or, if applicable, SFS's
assignee) will reimburse the County for its incremental costs arising directly from such use.
(ii) SFS, the Club and County shall each have exclusive use of certain office
facilities at the Sports Complex as identified in Exhibit "B," on a year-round basis.
(iii) The staging, by or with the permission of SFS, of other baseball and non-
baseball oriented events at the Sports Complex, including, without limitation, concerts,
shows, conventions and political, religious and community events, subject to the scheduling
provisions of Section 16 of this Agreement, and subject to the approval of the County, not to
be unreasonably withheld, conditioned or delayed, except that SFS shall be permitted to
conduct promotional events and other activities on the dates of baseball games played at the
Sports Complex in SFS's sole discretion.
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(iv) The radio, television, internet and other broadcast or transmission of SFS
Events.
(v) All uses set forth below in Sections 6, 7, 8,13 and 16 of this Agreement.
(vi) Any such other uses as shall be reasonably consistent with the foregoing.
All New York Mets and S1. Lucie Mets (and, if any, GCL Mets (as defined below in
Section 13)) activities at the Sports Complex during the Term of this Agreement, as well as all
baseball games and other events staged at the Sports Complex by or under the sponsorship, control
or authorization ofSFS, are referred herein as "SFS Events." All events conducted or authorized by
the County at the Sports Complex during the term of this Agreement (excluding all SFS Events) are
referred to herein as "County Events."
B. Option Terms: At the end of the Initial Term, SFS shall have two options (the
"Options") to extend this Agreement, each for an additional five (5) year period, (each, an "Option
Term," if exercised, together with the Initial Term, the "Term"), upon the same terms as are
hereinafter set forth. The first Option may be exercised by SFS giving its written notification to the
County on or before June 30,2018 and, if exercised, the first Option Term shall commence on
January 1, 2019 and end on December 31,2023. If the first Option is exercised, the second Option
may be exercised by SFS giving its written notification to the County on or before June 30, 2023
and, if exercised, the second Option Term shall commence on January 1,2024 and end on December
31,2028.
3. CAPITAL IMPROVEMENTS - INITIAL TERM; BUDGET.
The County shall provide funding for the design and construction of certain improvements to
the Sports Complex (the "Initial Term Improvements") which shall include the improvements
described on Exhibit "c" hereto, or such portions of such improvements, according to the priority list
jointly agreed upon by the parties and included in the Initial Term Improvement Schedule set forth
on Exhibit "E" hereto. The Initial Term Improvements shall also include such additional
improvements to the Sports Complex as shall thereafter be designated by SFS and the County, in
such order or priority as SFS and the County shall determine, provided that the cost of such other
improvements will not cause the Total Cost of the Work to exceed the Initial Term Improvements
Budget (as those terms are hereinafter defined). The source ofthe County's funding of the Initial
Term Improvements shall be the following funds (the sum of which is hereinafter referred to as the
"Initial Term Improvements Budget"): the County Contributions, the SFS Contributions Bond
Revenues, and the Naming Rights Bond Revenues (as those terms are hereinafter defmed). Nothing
in this Agreement shall obligate the County to provide funding for the Initial Term Improvements in
excess of the Initial Term Improvements Budget.
The Initial Term Improvements Budget shall be used for the Initial Term Improvements omy
and for no other purpose, and none of the Initial Term Improvements Budget may be applied toward
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County's obligations to operate and maintain the facilities as set forth below or for any purpose other
than to fund the construction of the Initial Term Improvements.
A County Contributions to Fundini! for Capital Improvements
The money to be contributed by the County to fund the Initial Term Improvements
("County Contributions") shall be the total of$2,175,000.00 (the "First County Contribution") in
2003 plus $3,860,000.00 (the "Second County Contribution") in 2004 for a total of $6,035,000.
In addition, the County will contribute such additional amounts toward Additional
Improvements to be made in years 2005 through 20 I 8, as provided in Section 5(K) of this
Agreement.
B. SFS Contributions to Fundini! Capital Improvements
SFS shall pay the County $100,000.00 on August 1 of each year during the Initial Term
excluding 2003 ("SFS Contributions"), with such payments beginning on August 1,2004 (or upon
execution of this Agreement by SFS, whichever is later), and ending on August 1,2018 or such
earlier date upon which this Agreement is terminated. This annual payment shall be considered
payment toward the County's annual debt service. Based on the stream of revenue to be received
from SFS Contributions, the County shall promptly following the execution of this Agreement, and
in any event by no later than ninety (90) days following the execution of this Agreement, issue bonds
secured by such SFS Contributions. The net proceeds from the sale of such bonds, after paying
expenses of bond issuance (the "SFS Contributions Bond Revenues"), is expected to be
approximately $1,100,000.00 in immediately available funds and shall be used to fund the Initial
Term Improvements as agreed upon by the parties and set forth or incorporated in this Agreement
and the Exhibits thereto, and for no other purpose.
C. Contributions to Fundini! for Capital Improvements From Namini! Ri!!hts
Revenues
As set forth in Section 7(C) of this Agreement, SFS or its designee shall market, on behalf of
the County, the sale of Naming Rights (as defined in Section 7(C)) for the Stadium and/or the Sports
Complex and/or its constituent parts. Promptly after execution of this Agreement, and based on the
stream of revenue provided by the Naming Rights Shortfall Payments (as defined below in this
Section) and the anticipated stream of revenue to be received for the Naming Rights (the "Naming
Rights Revenues") from a Naming Rights Agreement (as defined in Section 7(C)), the County
agrees, by no later than ninety (90) days following the execution of this Agreement, to issue bonds
secured by such payments and revenues. The net proceeds from the sale of such bonds (the "Naming
Rights Bond Revenues") shall be used to fund the Initial Term Improvements as agreed upon by the
parties and set forth or incorporated in this Agreement and the Exhibits thereto, and for no other
purpose.
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Commencing in 2004, in any year of the Initial Term if the Cumulative Total Consideration
(as defined below) is less than the Cumulative Target (as defined below), then SFS shall pay the
County the difference between the Cumulative Target and the Cumulative Total Consideration. If
SFS makes any such payments (the "Naming Rights Shortfall Payments"), then, if the Cumulative
Total Consideration at any point thereafter exceeds the Cumulative Target, the County shall pay the
amount of any such excess to SFS until SFS is reimbursed for all such Naming Rights Shortfall
Payments to date plus interest (with interest to be calculated at the prime rate plus 200 basis points,
compounded and adjusted annually). For the purposes of this provision, the "Cumulative Total
Consideration" at any time shall be the total of all consideration to be provided by the sponsor of the
Naming Rights (as defined herein) to the date in question under the Naming Rights Agreement (as
defined herein), plus any unrecouped Naming Rights Shortfall Payments. For the purposes of this
provision, the "Cumulative Target" at any time shall equal $150,000 multiplied by the number of
years elapsed from January 1,2004 through such date. Any payments to be made by SFS to the
County or by the County to SFS hereunder shall be made on December 31 of the year in question.
If the total consideration to be provided by the Naming Rights sponsor under the Naming
Rights Agreement exceeds $2,250,000, then any excess (the "Excess Naming Rights Revenues")
shall be added or devoted to the Additional Improvements Budget (as such term is defined below)..
4. IMPROVEMENTS - PLANS.
A SFS shall engage an architect reasonably satisfactory to County (the "Architect").
The Architect shall be responsible for (1) developing a conceptual plan and general specifications
(the "Conceptual Plans") for the Initial Term Improvements; (2) developing preliminary plans and
specifications for the Initial Term Improvements; (3) preparing working drawings and requests for
bids; (4) obtaining all permits, other than building permits, needed to construct the Initial Term
Improvements; (5) assisting SFS in evaluating the qualifications of potential contractors; (6)
providing contract administration; and (7) performing construction inspections as needed to provide
certified as-built drawings after the Initial Term Improvements are constructed (the "Architect's
Work"). Without limiting the foregoing, the County hereby approves of Jack L. Gordon Architects
as a satisfactory architect. SFS shall enter into a contract (the "Architect's Contract") with the
Architect which Architect's Contract shall, inter alia, contain the terms and conditions set forth in
Exhibit "F" hereto. The County shall be named as a third party beneficiary in the Architect's
Contract. Without limiting the foregoing, the Architect's Contract shall require the Architect to
procure policies of insurance that relate to the Work, with terms, limits, coverages and specifications
at least as favorable for SFS as those reflected in Exhibit F, and naming SFS, County and Club as
named insureds, and should provide that Architect will not receive payment for any portion of the
Architect's Work or any other amounts due until the date that is at least five (5) days after County
has paid the amount due to SFS as set forth in Section 5(N)(ii) below. SFS shall have the right to
refuse to enter into any Architect's Contract with terms that are not commercially reasonable as
determined by SFS. County agrees that the Architect shall not be considered an agent ofSFS for any
purpose and that the Architect shall be solely responsible for the Architect's Work, and that the
County will look solely to the Architect, and in no event to SFS, with respect to the performance of
the Architect's Work and any damages or losses which may arise from or out of any acts or
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omissions of the Architect. Within thirty (30) days following the date of approval of this Agreement
by the Board of County Commissioners, SFS shall cause Architect to furnish to County the
Conceptual Plans for the Initial Term Improvements. To the extent practicable, SFS shall also cause
the Architect to provide the County with an estimate of the cost of each proposed capital
improvement. County shall have a period of ten (10) business days from delivery of the Conceptual
Plans within which to review and to disapprove of the Conceptual Plans, in writing. County shall
have no right to disapprove of the Conceptual Plans except to the extent that the improvements
described therein are materially inconsistent with the description of the Initial Improvements set forth
on Exhibit "c" hereto. Subject to the foregoing, County shall not unreasonably withhold its consent
to any Conceptual Plans. If County disapproves of the Conceptual Plans, County shall express the
grounds for its disapproval in reasonable detail. If County shall not disapprove within such ten (10)
business day period, the Conceptual Plans shall be deemed approved.
B. As soon as is reasonably practicable following the approval of the Conceptual Plans,
SFS shall cause Architect to prepare and deliver to County and SFS preliminary plans and
specifications for the Initial Term Improvements (or such of the Initial Term Improvements as shall
be designated bySFS), in accordance with the approved Conceptual Plans (the "Preliminary Plans").
County and SFS shall have a period of thirty (30) days within which to review and to approve or
disapprove of the Preliminary Plans in writing. County shall have no right to disapprove of the
Preliminary Plans except to the extent the Preliminary Plans shall be materially inconsistent with the
Conceptual Plans. IfCounty or SFS disapprove of the Preliminary Plans, it or they shall express the
grounds for its disapproval in reasonable detail. If County or SFS shall not respond with disapproval
within such thirty (30) day period, the Preliminary Plans shall be deemed approved.
C. As soon as is reasonably practicable following the approval ofthe Preliminary Plans,
SFS shall cause the Architect to prepare working drawings for the Initial Term Improvements (or
such of the Initial Term Improvements as shall be designated by SFS), in accordance with the
approved Preliminary Plans and to deliver same to County and SFS (the "Final Plans"). County and
SFS shall have a period of thirty (30) days from receipt of the completed Final Plans to review and
approve or disapprove of the Final Plans in writing. County shall have no right to disapprove of the
Final Plans except to the extent such Final Plans shall be materially inconsistent with the Preliminary
Plans. If County or SFS shall disapprove of the Final Plans, it or they shall express the grounds for
its disapproval in reasonable detail. If neither County nor SFS shall not disapprove within such
thirty (30) day period, the Final Plans shall be deemed approved. Once approved, the Final Plans
shall be incorporated into this Agreement as Exhibit "D_"
D. SFS shall, through a competitive bidding process, engage a contractor ("Contractor")
for the construction of the Initial Term Improvements in accordance with the Final Plans (herein
referred to as the "Work"). SFS shall have the right to refuse to engage any contractor upon terms
that are not commercially reasonable as determined by SFS. SFS's selection of any Contractor and
the terms of the agreement between SFS and the Contractor (the "Contract") shall be subject to the
approval of the County, which approval shall not be unreasonably withheld.
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E. The Contract shall, inter alia, include the terms and conditions set forth in Exhibit
"G" hereto and shall include each of the following requirements: (i) the furnishing of a public
construction bond in a form and with terms acceptable to SFS; (ii) retainage in an amount acceptable
to SFS for the Work, until the Completion of the Work (including a retainage of 150% of the
reasonable value of all punchlist items until such punchlist items are completed); (iii) payment by the
Contractor ofliquidated damages equal to One Thousand Dollars ($1,000.00) for each day from and
after the Required Completion Date (as that term or its equivalent is defined in the Contract) until the
actual date of Completion; (iv) a requirement that the Contractor perform and achieve Completion
(as defined herein) of the Work for a fixed stipulated sum (the "Fixed Contract Price"), by no later
than the Required Completion Date; (v) the furnishing of an "installation floater" insurance policy or
such other policy of insurance covering goods in transit and while the Work is being performed, with
terms, limits, coverages and specifications acceptable to SFS; (vi) the furnishing of policies of
insurance that relate to the Work naming SFS, Club and the County as additional insureds, with
terms, limits, coverages and specifications at least as favorable for SFS as those reflected in the
attached Exhibit G (and the furnishing by any subcontractors of policies of insurance that relate to
the Work naming SFS, Club and the County as additional insureds, with terms, limits, coverages and
specifications acceptable to SFS); (vii) at SFS's election, the provision on behalf of SFS of an
Owner's Contractor Protective policy of insurance, including extensions for products and completed
operations coverage and similar extended coverage at least through Completion (as defined herein)
of the Work, or another policy of insurance acceptable to SFS, with SFS as a named insured and with
terms, limits and coverage at least as favorable for SFS as those reflected in the Exhibit "H" hereto;
and (viii) Contractor must agree that it will not receive payment for any portion ofthe Contractor's
Work or any other amounts due until the date that is at least five (5) days after County has paid the
amount due to SFS as set forth in Section 5(N)(iii) below. The County shall be named as a third
party beneficiary in the Contract between the Contractor and SFS.
F. County agrees that the Contractor shall not be considered an agent ofSFS for any
purpose and shall be solely responsible for the Contractor's Work, and that the County will look
solely to the Contractor, and in no event to SFS, with respect to the performance of the Contractor's
Work and any damages or losses which may arise from or out of any acts or omissions of the
Contractor.
G. SFS shall have the right to purchase general construction liability insurance or other
construction-related insurance acceptable to SFS, with terms, coverages, specifications and limits as
determined by SFS as being reasonable in its sole discretion, and in any event at least as favorable
for SFS as those reflected in Exhibit "I" hereto. The cost of such insurance shall be included in the
Total Cost of the Work (as defined in this Agreement). County shall be an additional insured on
such insurance policy, if any is purchased by SFS.
H. The fees and costs of the Contractor, the Architect and the remainder of the Total
Cost of the Work shall be paid by the County in accordance with the procedures set forth in Section
5(N), below, out of the Initial Term Improvements Budget. The term "Total Cost of the Work" shall
mean the sum of (i) the fees and expenses of the Architect in connection with all stages of the
Architect's Work hereunder, including without limitation the Architect's consultants' fees and
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expenses and all fees and expenses related to the obtaining of pennits needed to construct the Initial
Tenn Improvements, plus (ii) the Fixed Contract Price, plus (iii) the fees and expenses of any
consultants engaged by SFS, plus (iv) any other costs, expenses or liabilities incurred by SFS as a
consequence of SFS's engagement of the Contractor, Architect or other consultants hereunder,
including but not limited to SFS's attomeys' fees in connection therewith, plus (v) the costs of all
pennits required for the Work, plus (vi) the premium cost of all insurance, including without
limitation comprehensive general liability insurance, general construction liability insurance,
Owner's Contractor Protective insurance, products and completed operations or other extended
insurance, or other insurance acceptable to SFS, as SFS may elect to obtain, whether directly or
through another person or entity acting on SFS's behalf, as a consequence ofSFS's engagement of
the Architect and Contractor hereunder (herein referred to as the "Additional Exposure Liability
Coverage Insurance Premiums"). The Total Cost of the Work shall be subject to increase only as a
consequence of Authorized Change Orders (as defined herein), to the extent such Authorized Change
Orders actually increase the Total Cost of the Work. The Total Cost of the Work shall not include
any other costs or fees whatsoever, including, without limitation, fees for construction, coordination,
supervision or for review and approval of plans and specifications or proposed Change Orders by
SFS or County, except as otherwise specifically set forth in this Agreement.
5. FACILITIES - CONSTRUCTION.
A Promptly following the execution of the Contract, SFS shall cause the Contractor to
commence the Work and to diligently and continuously pursue the Work to Completion. The tenn
"Completion" shall mean the completion of the Work, as evidenced by the issuance of a final
certificate of occupancy or completion, as applicable, and the completion of all "punch-list" items.
B. County will cooperate in good faith to assist Architect and Contractor in obtaining all
pennits required for the construction of the Work from all applicable governmental authorities.
C. There shall be no change to the Final Plans, except pursuant to an Authorized Change
Order (as such tenn is defined below). SFS shall have the right to request changes in the Work. As
used in this Agreement, an "Authorized Change Order" shall mean a written instrument initiated and
prepared by SFS and signed by County (or deemed approved as set forth herein), SFS and the
Architect stating their agreement upon all of the following: (i) the agreed change in the Work; and
(ii) the extent of the adjustment in the Total Cost of the Work, if any. County shall have a period of
ten (10) business days following receipt of a request for a Change Order within which to review
same. If County fails to respond within such ten (10) business day period after the receipt of the
proposed Change Order, then such proposed Change Order shall be deemed approved. County shall
not umeasonably withhold its consent to any proposed Change Order. County has the right to
suggest Change Orders to SFS, and SFS agrees to consider each County request for a Change Order
in good faith, provided that any Change Order proposed by County shall not have the effect of
increasing the Total Cost of the Work, and to initiate an Authorized Change Order as set forth above
in this paragraph if SFS detennines that such a Change Order is appropriate. Changes in the Total
Cost of the Work due to an Authorized Change Order shall be limited to the actual net increase in the
cost included in the definition of the Total Cost of the Work.
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D. SFS and the County shall have the right to monitor the construction process of the
Initial Term Improvements at all times, provided that County shall not give direction, whether
verbally or in writing or otherwise, to any Contractor, Architect or consultant engaged by SFS,
except in an emergency situation. Without limiting the foregoing, the County hereby consents to the
engagement by SFS of its affiliate, Mets Development Company, L.L.c. ("MDC"), as a consultant,
provided that MDC shall not charge any fee for its services, but MDC shall be reimbursed in full
from the Initial Term Improvements Budget for all of its out-of-pocket expenses in connection with
the provision of such services, including but not limited to the costs of travel, transportation, lodging
and meals for MDC personnel in connection with the project and MDC's reasonable fees, costs and
expenses related to the work of outside counsel in connection with the engagement of the Architect
and the Contractor.
E. In the event of any contractual dispute between the parties hereto that (i) occurs before
Completion (as defined herein) of the Initial Term Improvements, and (ii) relates to the preparation
and/or approval ofthe Conceptual Plans, Preliminary Plans, Final Plans or any Change Order for any
Phase of the Work, SFS and County shall attempt in good faith to agree to the resolution of the
disagreement and/or the curative measures, if any, that are required to be undertaken, and will submit
the dispute to non-binding mediation in an effort to resolve the dispute if the parties are unable to
reach a resolution without outside intervention. If the parties are unable to resolve such dispute
through non-binding mediation, then the dispute shall promptly be resolved by arbitration pursuant to
Section 38 of this Agreement on an expedited basis at the request of either party
F. Intentionally deleted.
G. It shall be the responsibility of Architect and Contractor, as may be appropriate, to
coordinate activities with interested governmental agencies in connection with the construction
process.
H. The Contractor shall be responsible for the construction of the Initial Term
Improvements in accordance with the approved Final Plans and for obtaining all certificates of
occupancy and completion so that the improvements can be used.
(1) The Initial Term Improvement Schedule, which shall be Exhibit "E" hereto,
shall show:
(a) The anticipated time of commencement and completion of each of the
various operations to be performed under this contract; and,
(b) The sequence and inter-relationship of each of these operations with
the others and with those of other related contracts; and,
(c) The estimated time required for fabrication or delivery, or both, of all
materials and equipment for the Work.
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(2) SFS shall not be responsible for the funding of the Work, nor shall it be
obligated to pay for any cost overruns related to the planning, design or construction of the Initial
Term Improvements, whether due to hidden or unforeseen conditions or otherwise.
(3) The Initial Term Improvement Schedule shall be revised by SFS as and when
needed. SFS shall provide the County with written notice in the event that any revision to the Initial
Tem1 Improvement Schedule changes the Required Completion Date (as that term or its equivalent is
defined in the Contract).
1. Intentionally omitted.
1. Upon Completion (or at the end of the Initial Term, if earlier), to the extent that the
Initial Term Improvements Budget shall have exceeded the Total Cost of the Work (with the amount
of such excess hereafter referred to as the "Excess Initial Term Improvement Budget Funds"), the
Excess Initial Term Improvement Budget Funds shall be added or devoted to the Additional
Improvements Budget (as such term is defined below).
K. In addition to the Initial Term Improvements, as agreed upon by the parties in good
faith cooperation, County shall construct, during the calendar years 2005 through 2018, certain
additional improvements to the Sports Complex (the "Additional Improvements"). The Additional
Improvements to be constructed and the schedule for the construction of the Additional
Improvements shall be determined so as to provide material benefit to SFS to be enjoyed by SFS
during the Initial Term. The Total Cost of the Work related to the Additional Improvements shall be
paid from the sum of the following funds (which sum is hereinafter referred to as the "Additional
Improvements Budget"): the Additional County Contributions (as hereinafter defined), plus the
Excess Initial Term Improvement Budget Funds, plus the Excess Naming Rights Revenues. The
term "Additional County Contributions" means the greater of (i) Two Million Two Hundred Fifty
Thousand and No/lOO Dollars ($2,250,000.00) or (ii) the proceeds of the fourth (4th) and fifth (5th)
cents of tourist development tax levied by the County (the "Tourist Tax") pursuant to Ordinances
No. 02-36 and No. 03-12 of S1. Lucie County, Florida (the "Tourist Tax Ordinances") during the
Initial Term hereof, including without limitation the proceeds of any bonds which are sold on the
basis of such revenues derived from the Tourist Tax, to the extent such proceeds are allocable to the
Sports Complex pursuant to the Tourist Tax Ordinances and not applied toward the Initial Term
Improvements. The County shall contribute the Additional County Contributions for construction of
the Additional Improvements. The County shall expend the funds in the Additional Improvements
Budget as follows: (I) promptly following each of the 2006 and 2010 Florida State League baseball
seasons, the County must expend on Additional Improvements mutually acceptable to SFS and
County all sums accumulated through the end of such baseball season in the Additional
Improvements Budget and not previously expended; and (II) promptly following the 2014 Florida
State League baseball season, the County must expend on Additional Improvements mutually
acceptable to SFS and County the sum of (a) all sums accumulated through the end of the 2014
Florida State League baseball season in the Additional Improvements Budget and not previously
expended, and (b) the maximum net proceeds that County can generate by borrowing against the
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sums that will accumulate in the Additional Improvements Budget from the end of the 2014 Florida
State League baseball season through the end of the Initial Tenn.
L. Intentionally omitted.
M. The entire amount of the County Contributions, the Additional County Contributions,
the SFS Contributions Bond Revenues, the Naming Rights Bond Revenues, any Excess Initial Tenn
Improvement Budget Funds, and any Excess Naming Rights Revenues, as and when received, shall
immediately be deposited in an interest bearing account, in the name of the County, designated as the
"Sports Complex Improvement Account," and all interest thereon shall be added to the Initial
Improvements Budget or the Additional Improvements Budget, as the case may be. The County will
issue bonds sufficient to generate the County Contributions, as provided for in this Agreement, such
that the full amount of the First County Contribution will be deposited into the Sports Complex
Improvement Account no later than ;\1:Igl:1st 1 September I, 2003 and the full amount of the Second
County Contribution will be in the Sports Complex Improvement Account and available for
withdrawal no later than January 1,2004. Upon the execution of this Agreement, the Countv shall
advance to SFS funds in an amount not to exceed $400,000 for use by SFS for payment of amounts
incurred prior to September 1,2003 pursuant to Sections 4 and 5 of this Agreement, provided that
any such advances shall be reimbursed to the County from the First County Contribution. To the
extent allowed by the bond documents, the SFS Contributions Bond Revenues and the Naming
Rights Bond Revenues will be deposited into the Sports Complex Improvement Account upon
County's receipt of those funds. The Additional County Contributions shall be deposited in the
Sports Complex Improvement Account as and when proceeds of the Tourist Tax allocated to the
Sports Complex, pursuant to the Tourist Tax Ordinances, are realized. The County shall take
reasonable measures and efforts to ensure that, promptly following the 2014 Florida State League
baseball season, it is able to borrow against the sums that will accumulate in the Additional
Improvements Budget from the end of the 2014 Florida State League baseball season through the end
of the Initial Tenn in such a way as to maximize the generation of proceeds therefrom, in order to
fulfill its obligation to make the expenditures described in subpart (II)(B) of the last sentence of
Section 5(K) above. SFS shall have the right to request that the County withdraw monies from the
Sports Complex Improvement Account as needed, and the County will promptly honor such
requests, withdraw the requested funds, and deliver such funds to SFS or such other person or entity
according to instructions fTom SFS for use as contemplated under this Agreement.
N. County shall disburse funds from the Sports Complex Improvement Account, as
follows, provided that in no event shall County be responsible for disbursing funds in excess of the
Initial Tenn Improvements Budget (subject to the disbursement of funds fTom the Additional
Improvements Budget as set forth in this Agreement):
(i) Within fifteen (15) business days following SFS's delivery to County of an
invoice for the Additional Exposure Liability Coverage Insurance Premiums, County shall
pay to SFS the entire amount of such invoice;
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(ii) Within fifteen (15) business days following SFS's delivery to County of an
invoice from the Architect with respect to the Architect's Work, County shall pay to SFS the
full amount of such invoice, which payment SFS will then forward to Architect within five
(5) days of SFS' s receipt thereof from County;
(iii) Within fifteen (15) business days following SFS's delivery to County of an
invoice from the Contractor (which invoice shall reflect the applicable retainage),
accompanied by the Required Documents (as such term is defined below), County shall pay
to SFS the full amount of such invoice, which payment SFS will then forward to Contractor
within five (5) days of SFS' s receipt thereof from County. The term "Required Documents"
means: (a) an affidavit from the Contractor certifying that the invoice is true and correct; (b)
a partial lien waiver from the Contractor for the full amount of the current invoice and partial
lien waivers from all subcontractors, materialmen and others who have filed Notices to
Owner with respect to all Work through the date of the prior invoice; (c) a certification from
Architect stating that the portion of the Work described in such invoice has been completed
in accordance with the Final Plans; and (d) in connection with the final disbursement to the
Contractor, (I) a final lien waiver from the Contractor and from all subcontractors,
materialmen and others who have filed Notices to Owner and (II) a final certificate of
occupancy or a certificate of completion, as may be applicable; and
(iv) Within fifteen (15) business days following SFS' s delivery to County of any
invoices from any consultants engaged by SFS and/or with respect to any other costs,
expenses or liabilities incurred by SFS pursuant to or as described in Section 4(H) of this
Agreement, County shall pay to SFS the full amount of such invoices.
O. The County shall not rescind or adopt any amendments to the Tourist Tax Ordinances,
if the effect thereof may be to reduce the revenues which would otherwise be generated thereby and
are allocated thereunder to the construction, reconstruction, improvement, renovation, operation or
repair or maintenance of the Sports Complex.
6. CONSIDERATION - PAYMENT
A Ticket Receipts. SFS shall pay County thirty percent (30%) of the adjusted gross
ticket receipts from the New York Mets Spring Training games and the Florida State League
franchise's games (and, if any, from the games of the GCL Mets (as defined below in Section 13))
played at the Stadium, with SFS to retain the remaining seventy percent (70%). For all other SFS
Events, SFS shall retain one hundred percent (100%) of adjusted gross ticket receipts but shall
reimburse County for all pre-approved out-of-pocket expenses incurred by County including but not
limited to the cost to the County of providing utilities and security in connection with each such
event. For all County Events, County shall retain one hundred percent (1 00%) of the adjusted gross
ticket receipts but shall reimburse SFS for all pre-approved out-of-pocket expenses incurred by SFS
in connection with each such event. As used in this Section 6(A), the term "adjusted gross ticket
receipts" means all revenues actually received by SFS from ticket sales for home games at the Sports
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Complex, less any and all taxes and tax surcharges or fees due to the governmental or taxing
authority for ticket sales related thereto. However, County shall not levy any tax on sale oftickets
except as required by state law.
B. Concession and Souvenir Receipts. SFS shall pay to County twenty percent (20%)
of the SFS's gross sales receipts from food and beverage concession sales at SFS Events, with SFS
retaining the other eighty percent (80%). SFS shall pay to County thirty-three percent (33%) of
SFS's gross sales receipts from food and beverage concession sales at all County Events, with SFS
retaining the other sixty-seven percent (67%). With respect to food and beverage sales in any suites
at the Stadium and any catering, hospitality or picnics at the Sports Complex, SFS shall pay County
seven and one-half percent (7.5%) of SFS' s gross sales receipts from such sales at all Events and
shall retain the remaining ninety two and one-half percent (92.5%). SFS shall retain one hundred
percent (100%) of gross sales receipts under fifteen thousand dollars ($15,000.00) in any calendar
year from sales of discounted promotional concessions items. If the gross sales receipts from sales of
discounted promotional concessions items exceed fifteen thousand dollars ($15,000.00) in any
calendar year, SFS shall pay to the County five percent (5%) of the portion of such gross sales
receipts in excess of fifteen thousand dol1ars ($15,000.00).
If at any time during the Term of this Agreement SFS is restricted or prohibited from selling
alcoholic beverages at the Sports Complex, through suspension of a license or any restriction or
prohibition imposed by County or any governmental authority, other than through the fault of SFS,
the payments to be made to County for concessions sales under this Section 6(B) shall be reduced by
a percentage equal to the average percentage of the gross sales receipts attributable to the sale of
alcoholic beverages for the twelve-month period immediately prior to the time of imposition of such
restriction or prohibition. For example, in cormection with gross sales from food and beverage
concession sales at SFS Events, if the average percentage of gross sales attributable to the sale of
alcoholic beverages in the preceding twelve (12) months was 5%, then SFS shall be required to pay
to the County only 15% ofSFS's gross sales receipts from food and beverage concession sales at
SFS Events during the period of such restriction or prohibition. Such reduction shal1 continue for so
long as SFS is restricted or prohibited from selling alcoholic beverages at the Sports Complex.
In the event SFS elects to contract with an unaffiliated private firm to operate al1 food and
beverage concessions, then, in lieu of the foregoing, SFS shall pay to County fifty percent (50%) of
gross revenues for food and beverage sales received by SFS from the contractor. Moreover, SFS's
selection of an unaffiliated private firm to operate all food and beverage concessions at the Sports
Complex shall be subject to the approval of the County, which approval shall not be unreasonably
withheld.
SFS shall pay to County fourteen percent (14%) of SFS' s gross sales receipts from souvenir
or novelty sales at the Sports Complex, with SFS retaining the other eighty-six percent (86%), except
that SFS shal1 retain one hundred percent (100%) of gross sales receipts under fifteen thousand
dol1ars ($15,000.00) in any calendar year from souvenirs and novelties that are sold on a discounted
basis, including without limitation for promotional purposes and as clearance or employee discount
items. If the gross sales receipts from sales of discounted souvenirs and novelties exceed fifteen
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thousand dollars ($15,000.00) in any calendar year, SFS shall pay to the County five percent (5%) of
the portion of such gross sales receipts in excess of fifteen thousand dollars ($15,000.00).
As used in this Section 6(B), "gross sales receipts" means revenues received from food and
beverage concession sales or souvenir and novelty sales, as the case may be, less any and all taxes
and tax surcharges and fees due to any governmental or taxing authority for such sales related
thereto. However, County shall not levy any tax on the sale of concessions, souvenirs or novelties
except as may be required by state law.
C. Advertisin!! Receipts. Subject to the terms of Section 7(C) hereof with respect to
Naming Rights, County grants to SFS the exclusive right to display or permit others to display
advertising material at all locations in the Sports Complex at all times during the Term (including,
without limitation, advertising in game or other SFS Event programs, but excluding Naming Rights),
and the exclusive right to grant event sponsorship and promotional rights at the Sports Complex
during SFS Events, as well as the right to assign all or any portion of such rights to any third party
including specifically to the Club. SFS shall have the right to display such advertising signs at all
events held at the Sports Complex, including, without limitation, County Events. The County shall
not be entitled to receive any of the revenues generated by SFS or its assignees through the sale of
such advertising, sponsorships and promotions. SFS or its assignee shall retain one hundred percent
(100%) of all revenues from advertising at the Sports Complex during the Term and from all
sponsorships and promotions during SFS Events, and SFS shall have control over the type and
content of all such advertising, sponsorships and promotions. County shall have the right to review
and approve all such proposed advertising, provided that County shall have no right to object to any
advertising except to the extent that such advertising is indecent or incompatible with the character
and dignity of the Sports Complex; any proposed advertising shall be conclusively deemed neither
indecent nor incompatible if it is comparable to advertising at any other Major League spring training
or minor league baseball facility within the State of Florida. County may not sell or display signage
at the Sports Complex without the prior written consent of SFS, in SFS' s sole discretion, except that
the County may display at the Sports Complex signage that is comprised solely of the insignia or
logos of the County or that is required by public safety considerations or by local, state or federal
regulations subject to the approval of SFS, which approval shall not be unreasonably withheld.
D. Parkin!! Receipts. SFS reserves the right to charge reasonable fees for parking areas
adjacent to the Stadium for persons attending SFS Events. Fifty (50) paved parking spaces in the
"major league stadium parking area" as described on the Site Plan, will be made available at all times
and without charge to authorized representatives or personnel designated by SFS. One hundred fifty
(150) paved parking spaces next to the "Clubhouse," as described on the Site Plan, will be made
available at all times and without charge to authorized representatives, designees, or personnel of
SFS. County and SFS shall cooperate and develop a visitors pass procedure that will allow free
parking to authorized representatives and guests of the County and SFS.
SFS shall pay to County fifty percent (50%) of the net profits from parking at New
York Mets Spring Training games and the Club's Florida State League franchise's games (and, if
any, from the games ofthe GCL Mets (as defined below in Section 13)) played in the Stadium, with
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SFS to retain the remaining fifty percent (50%). For all other SFS Events, SFS shall retain one
hundred percent (100%) of all parking receipts but shall reimburse County for all reasonable out-of-
pocket expenses incurred by County in connection with parking at each such event. For County
Events at the Sports Complex, County shall operate all parking at its sole expense and shall retain all
proceeds. For the purpose of this Section 6(D), "net profits" will be ascertained by reducing the
revenues actually received by SFS from the sale of parking privileges by reasonable labor costs
incurred in operating the parking facilities on paid event days and other reasonable expenses related
to parking (e.g., cost of printing parking tickets and providing signage and flash lights).
E. Proe:ram Receipts. The parties agree that SFS shall prepare and market, or cause to
be prepared and marketed, a combined program for the Major League and Florida State League (and,
if Club owns or operates the GCL Mets (as defined below in Section 13), Gulf Coast League)
seasons. SFS shall pay County thirty percent (30%) of the net revenues from the sale of game
programs at SFS Events, with SFS to retain the remaining seventy percent (70%). For the purpose of
this Section 6(E), "net revenues" means revenues actually received by SFS from the sale of such
game programs (excluding all revenues related to advertisements contained therein, which shall be
treated in the same manner as advertisements as specified in Section 6(C) above), less any and all
taxes (including sales taxes) and tax surcharges and fees due to any governmental or taxing authority
for program sales related thereto. However, County shall not levy any tax on the sale of programs
except as may be required by state law.
F. Gulf Coast Leae:ue Payments. In each year of the Term during which the GCL
Mets (as defined herein) plays its home games at the Sports Complex, SFS shall pay to County (i) an
additional rent payment of Three Thousand Dollars ($3,000.00), (ii) a per-game fee for each GCL
Mets game played at the Sports Complex in the amount of One Hundred and Twenty Five Dollars
($125.00) if such game is played Monday through Friday or Three Hundred and Fifty Dollars
($350.00) if such game is played on Saturday or Sunday, and (iii) a per-game utility fee of One
Hundred and Twenty Five Dollars ($125.00) for each GCL Mets night game that requires the use of
Stadium lighting.
G. Rent for Use of Stadium. The rental payment by SFS for use of the Stadium shall be
the net ofthe payments from SFS to County as provided above in Section 6, plus the payments from
SFS to County as provided below in Section 7(B), plus the payment by SFS to County ofSFS's share
of the maintenance and operation costs of the Stadium payable pursuant to Section 15(B)(1) below.
Except as otherwise specifically provided in this Agreement (including, without limitation, in
Section 15(B)(1) below), only one payment shall be made each year of the net amount due from SFS
to County, which annual payment shall be made prior to the commencement of the following Major
League Spring Training season. County and SFS agree that such amounts paid by SFS to County
shall be deemed to be the rent payment for the use and occupancy of real property pursuant to
Section 212.031, Florida Statutes.
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7. TELEVISION - RADIO REVENUE: LUXURY SUITE REVENUE: NAMING
RIGHTS.
A. Television - Radio Revenue
It is expressly acknowledged and agreed by and between the parties, that the County
shall receive no revenues from the radio or television broadcast or other transmission (including,
without limitation, over cable or the Internet) of or relating to any SFS Events, nor shall the County
participate, in any manner, in determining when said SFS Events shall be broadcast or otherwise
transmitted. SFS has the exclusive right to sell television and radio broadcasting and other
transmission rights for SFS Events and to permit others to sell such television and broadcasting and
other transmission rights, and SFS or such other authorized party shall retain all revenues resulting
therefrom.
B. Suite Revenue
SFS shall manage and control the rental of any luxury suites at the Stadium, including
without limitation any luxury suites constructed as part of the Initial Term Improvements, for all
events at the Sports Complex during the Term. County and SFS shall each be entitled to use and
authorize others to use one luxury suite for all events during the Term, without charge to County or
SFS for their occupancy of the respective suites. All other luxury suites are to be rented on a yearly
basis, and SFS shall retain seventy (70%) percent of adjusted gross revenue from the rental ofluxury
suites, and shall pay to County the remaining thirty (30%) percent. The lessee of any luxury suite
will receive admission tickets to the luxury suite for all New York Mets spring training games and all
St. Lucie Mets games at no additional charge. The lessee of any luxury suite will also have the right
to purchase admission tickets to the luxury suite for any other event held at the Stadium during the
year, and if such tickets are purchased: (i) for all SFS Events other than New York Mets spring
training games and St. Lucie Mets games, SFS shall retain one hundred (100%) percent of the
adjusted gross revenue from the sale of such admission tickets; and (ii) for all County Events, SFS
shall retain ten (10%) percent of the adjusted gross revenue from the sale of such admission tickets
and shall pay to the County the remaining ninety (90%) percent. As used in this Section 7(B), the
term "adjusted gross revenue" means all revenues actually received by SFS from the rental ofluxury
suites that is attributable to the particular event at issue, and all revenues actually received by SFS
from the sale of tickets granting admission to the luxury suites for the event, less any and all taxes
and tax surcharges or fees due to any governmental or taxing authority related thereto. Revenues
from food and beverage sales in luxury suites will be shared as specifically set forth in the first
paragraph of Section 6(B) above
C. Naminl! Ril!hts
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County hereby engages SFS or SFS's designee as its exclusive agent for marketing
the naming rights for the Sports Complex and its constituent parts, including without limitation the
Stadium but excluding the football/soccer field at the Sports Complex. SFS or its designee shall
have the exclusive right to market for sale to one or more third parties the right to include such
party's name, product name and/or logo in the name of the Sports Complex and/or its constituent
parts (excluding the football/soccer field), and to have such name and/or logo designated as the
official name thereoffor so long as this Agreement remains in effect (the "Naming Rights"). SFS or
its designee may present to prospective sponsors a package that may include different names for the
Sports Complex and its constituent parts, including without limitation the Stadium, the training
facilities and the entire Sports Complex (but excluding the footbalVsoccer field).
Upon the completion of SFS' s negotiations with respect to the naming rights for the
Stadium and/or the Sports Complex, SFS shall present to County an agreement or agreements setting
forth the business tenns, including the proposed name or names and the party or parties purchasing
such naming rights. SFS shall select the naming rights sponsor(s), and shall negotiate all tenns and
conditions of the grant(s) of naming rights. County shall thereupon promptly enter into such
agreement(s) granting Naming Rights ("Naming Rights Agreement"), provided that County may
withhold its consent to same only to the extent any proposed name is inconsistent with the character
and dignity of the Sports Complex or to the extent that the tenns of such Naming Rights Agreement
are so grossly unfair to the County such that no reasonable person could consider the Naming Rights
Agreement to be an ann's length transaction. Upon procurement by SFS or its designee of aN aming
Rights Agreement in accordance with the procedures set forth herein, the County shall promptly
execute such agreement. In the event SFS is unable to negotiate an acceptable Naming Rights
Agreement by the end of the 2006 Major League Baseball Spring Training season, SFS and the
County shall meet and cooperate in good faith to explore an appropriate alternative means of
marketing the sale of the Naming Rights.
For so long as both this Agreement and the Naming Rights Agreement remain in
effect, the Stadium and the Sports Complex shall be referred to by the name(s) selected pursuant to
this Section 7(C), and neither party shall advertise or refer to the Stadium or the Sports Complex by
any other name. The Stadium and the Sports Complex names selected pursuant to this Section 7(C)
shall be used by the parties when referring to the Stadium and the Sports Complex in any of their
correspondence, press releases, promotional materials, advertisements and/or publications, and shall
be used by County on all related directional traffic and pedestrian signs on highways, local streets,
and all public thoroughfares in and around the Sports Complex and S1. Lucie County, Florida.
County shall retain the right to market for sale to a third party the right to include such
party's name, product name and/or logo in the official name of the football/soccer field at the Sports
Complex (the "Football/Soccer Naming Rights"). County shall not market or entertain offers for,
and shall not enter into any agreement relating to, the Football/Soccer Naming Rights until after all
Naming Rights Agreements referenced above in this Section 7(C) with respect to the remainder of
the Sports Complex have been entered into and approved by the Board of County Commissioners.
Any agreement with respect to the Football/Soccer Naming Rights shall be subject to the approval of
SFS, which approval shall not be unreasonably withheld, provided that the withholding of approval
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shall be conclusively deemed reasonable ifthe proposed agreement is with a competitor of any entity
that has an advertising or naming rights agreement with SFS or Club at any facility.
D. Other Revenues
Except as otherwise expressly stated and specified in this Agreement, SFS shall be
entitled to retain all revenues related to the Sports Complex.
E. Recol!nition of Contributions of Thomas J. White. Sr.
Wholly separate from any naming rights for the Sports Complex or the Stadium,
County and SFS agree to cooperate and attempt to develop a fitting recognition of the contribution of
Thomas J. White, Sr. in an appropriate and significant way.
8. TICKET SALES; PROGRAM SALES. CONCESSIONS AND PARKING.
SFS has the exclusive right to operate ticket sales, program sales, and parking lots in
connection with SFS Events during the Term of this Agreement, and has the right and discretion to
contract with or authorize one or more other persons or entities to operate ticket sales, parking and/or
game program sales at the Sports Complex at or in connection with SFS Events.
SFS has the exclusive right and discretion to sell and authorize others to operate concessions
for the sale of food and beverages (including, without limitation, catering, hospitality and picnic
services), novelties, souvenirs and paraphemalia at the Sports Complex during the Term of this
Agreement. The County reserves the right to schedule special events in the parking lot during non-
baseball scheduled events at which concessions will be sold; SFS will operate concessions at such
special events in accordance with its exclusive right to operate concessions at the Sports Complex
during the Term, and will cooperate with the County with respect to the providing of concessions to
community and charitable groups at such special events. SFS shall have the right to operate or
authorize a third party to operate the restaurant ("Restaurant") at the Sports Complex. SFS's
selection of a third party to operate the Restaurant shall be subject to the approval of the County,
which approval may not be unreasonably withheld. Revenues received by SFS from the Restaurant
operation shall be divided in the same manner as gross sales receipts from catering, as set forth in
Section 6(B) above. During the Term of this Agreement, SFS shall provide good quality concession
services to the public. The concession menu shall be subject to the approval of County, which
approval shall not be unreasonably withheld, conditioned or delayed. SFS will use commercially
reasonable efforts to restrict patrons from bringing any food, beverages (including alcoholic
beverages) or beverage containers into the Sports Complex.
No new coin or currency operated vending machines shall be installed or located within the
Sports Complex by SFS without the written permission of the County's Parks and Recreation
Director, which permission shall not be unreasonably withheld. SFS will not install permanent
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fixtures or construct permanent improvements at the Sports Complex without the County's prior
consent, which consent shall not be unreasonably withheld.
9. PRICES.
SFS shall, by December 1 of the year prior to the upcoming spring training season or as soon
as is practicable, provide County with the proposed ticket, concession, program and parking prices
which it wishes to utilize subject to County approval. Such approval will be deemed given fourteen
(14) days after such prices are provided to County, unless County gives notice of disapproval within
that time. County's approval shaH not be unreasonably withheld, conditioned or delayed. Any
withholding, conditioning or delay of any approval required under this Section shall be conclusively
deemed umeasonable if the price proposed by SFS is comparable to the price charged for comparable
accommodations or services at any Major League spring training or minor league stadiums within
one hundred (100) miles of the Sports Complex or at any comparable Major League Spring Training
facility in the State of Florida or in the Florida State League (or, if Club owns or operates the GCL
Mets (as defined below in Section 13), in the Gulf Coast League).
10. BOOKS, RECORDS AND AUDIT.
SFS and County agree to keep accurate books and records in accordance with generally
accepted accounting practices of their respective operations at the Sports Complex. SFS agrees to
submit to the County, on a weekly basis during home schedules, a report containing accurate
attendance information in a form agreed to by all parties. In addition, the parties agree as follows:
A SFS shall submit to the County a season ticket manifest as beginning inventory count.
B. Any unsold tickets remaining after the completion of the spring training season shall
be made available to County's auditors within sixty (60) days after the final spring training game.
C. SFS shall submit daily sales (ticket, parking, program and concessions) reports
following each SFS Event to the County within three (3) days after the event.
D. All related books and records regarding ticket, parking, program and concession sales
shall be jointly available to the County for suitable annual audit at a time mutually agreed to by the
parties. Any audits must be performed within twelve (12) months after the end of each year of
operation (January 1 - December 31). SFS shall have the same right to audit the books and records
of any County operation under this Agreement, and shall have the right to review the County budget
and related documents at any time upon reasonable notice.
11. MINIMUM GAMES.
Intentionally omitted.
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12. DIGNITARY SEATING.
Prior to December 1 of each year, the County and SFS will cooperate and develop a dignitary
seating arrangement that is reasonably acceptable to all the parties.
13. FLORIDA STATE LEAGUE TEAM; GULF COAST LEAGUE TEAM.
The parties acknowledge that the Club currently owns the St. Lucie Mets Florida State
League team. This Agreement shall apply to the use of the facilities by the St. Lucie Mets and
related operations during the Florida State League regular season and any post-season playoffs. In
the event the Club tenninates its ownership of a Florida State League team during the tenn of this
Agreement, and does not either transfer ownership thereof to SFS or acquire ownership of or enter
into a player development contract with another minor league team that will be scheduled to play its
home games in the Stadium during the following Florida State League season, SFS shall notify the
County as soon as practicable in advance of the beginning of the following Florida State League
team season. In that event, the County may pennit another Florida State League team to play its
home games at the Stadium without the consent of SFS, provided that such minor league team's
operations do not conflict with SFS's exclusive use of the Sports Complex from February through
the beginning of the Florida State League season in April of each year during the Tenn of this
Agreement or with SFS's use of the Sports Complex for GCL Mets operations (if any), as set forth in
Section 16(A) below. The tenn "St. Lucie Mets" as used herein refers to the current or any future
minor league baseball team owned or operated by or affiliated with SFS or the Club that plays its
home games at the Sports Complex (excluding the GCL Mets, as defined below). The tenn "Florida
State League" as used herein refers to the Florida State League, any successor league thereto, or any
other minor league to which the St. Lucie Mets belongs.
The parties acknowledge that neither SFS nor the Club currently own a Gulf Coast League
team, but that either SFS or the Club may desire to obtain or enter into a player development contract
with a Gulf Coast League team and may desire for that team to use the facilities at the Sports
Complex. In the event the Club obtains or enters into a player development contract with a Gulf
Coast League team, all of the tenns and conditions of this Agreement shall apply to the use of the
facilities by that team during the Tenn, including without limitation for the Gulf Coast League
regular season and any post-season playoffs. The tenn "GCL Mets" as used herein refers to any
future minor league baseball team owned or operated by or affiliated with SFS or the Club that is a
member of the Gulf Coast League and will play its home games at the Sports Complex, ifSFS or the
Club, as may be applicable, so decides in its sole discretion. The tenn "Gulf Coast League" as used
herein refers to the Gulf Coast League or to any successor league thereto.
Other than as provided in the 1ÌTst paragraph of this Section 13Notwithstanding on} other
provision of this f.grc0rnent (and subject to SFS's right to assign this Agreement as set forth in
Section 25), the County agrees that it will not pennit any Florida State League baseball club other
than the St. Lucie Mets, or any Gulf Coast League baseball club other than the GCL Mets, to use the
Sports Complex during the Tenn of this Agreement.
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14. INDEMNITY AND INSURANCE.
A SFS.
To the extent allowed by law, SFS agrees to indemnify and hold County harmless from and
all claims for personal injury, death, or property damage and any other losses, damages, charges or
expenses, including attorneys' fees, which arise out of, in connection with, or by reason of the use of
the Sports Complex by SFS or by reason of any acts or omissions in connection with any obligations
which are the responsibility of SFS under this Agreement, except to the extent such losses may be
caused by the negligence or willful misconduct of the County, its agents or employees or by any acts
or omissions of the Architect. SFS further agrees to undertake at its own expense the defense of any
action brought against the County, claiming damages arising out of, in connection with, or by reason
of SFS' s use of the Sports Complex by SFS or by reason of any acts or omissions in connection with
any obligations which are the responsibility ofSFS under this Agreement, except that in the event the
claim is finally detennined to have arisen due to the negligence or acts of the County, its agents or
employees, the County agrees to reimburse SFS for the actual expenses, including attorneys' fees,
incurred by SFS in defending the County. County agrees to cooperate in any defense by the SFS.
The provisions of this paragraph shall survive the tennination of this Agreement.
SFS shall maintain or cause to be maintained Comprehensive General Liability Insurance,
including Property Damage and Personal Injury coverages, insuring against liability for damages or
losses arising solely from the acts or omissions of SFS under this Agreement. Such policy shall
name St. Lucie County as an additional insured. Limits of liability coverage to be not less than:
Bodily Injury Liability
Property Damage Liability
$1,000,000 each occurrence
$ 500,000 each occurrence
or
Bodily Injury and Property
Damage Liability
$1,000,000 each occurrence,
combined single limit
SFS shall maintain or cause to be maintained in effect Workers Compensation Insurance as
required by Florida Statutes, covering all employees ofSFS, including employer's liability insurance,
with limits of not less than $100,000 per accident.
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SFS shall furnish County, not later than ten (10) business days after SFS's execution of this
Agreement, a Certificate ofInsurance evidencing existence ofthe coverages required above with an
insurer reasonably acceptable to the County.
B. County.
To the extent allowed by law, the County agrees to indemnify and hold SFS and its members
and affiliates harmless from any and all claims for personal injury, death, or property damage and
any other losses, damages, charges, or expenses, including attomeys' fees, which arise out of, in
connection with, or by reason of the use of the Sports Complex by the County or by reason of any
acts or omissions in connection with any obligations which are the responsibility of the County under
this Agreement, including, without limitation, in connection with or related to the Initial Term
Improvements, the Additional Improvements, and any other construction conducted by the County
(itself or through contractors), except to the extent such losses may be caused by the negligence or
willful misconduct of SFS, its agents or employees. County further agrees to undertake at its own
expense the defense of any action brought against SFS (with counsel subject to SFS' s approval in its
reasonable discretion) claiming damages arising out of, in connection with, or by reason of the use of
the Sports Complex by the County or by reason of any acts or omissions in connection with any
obligations which are the responsibility of the County under this Agreement, except that in the event
the claim is finally determined to have arisen due to the negligence or acts of SFS, its agents or
employees, SFS agrees to reimburse the County for the actual expenses, including reasonable
attomeys' fees, incurred by the County in defending SFS. SFS agrees to cooperate in any defense by
the County. The provisions of this paragraph shall survive the termination of this Agreement.
In addition, the County agrees to procure and pay for and at all times during the term of this
Agreement maintain fire and extended and "special form" coverage (including without limitation
insurance from and against all losses, damages, claims and liabilities related to or arising from acts of
terrorism) on all property, both real and personal, with replacement cost coverage limits of not less
than the replacement cost of the Sports Complex (including, without limitation, all Initial Term
Improvements and Additional Improvements while being constructed and when completed) and also
covering loss of income. The County is self-insured for general liability with statutory limits of
$100,000 per person/$200,OOO per incident pursuant to Section 768.28, Florida Statutes, and waives
and has waived sovereign immunity to that extent. The insurance policies referenced above in this
paragraph shall further name SFS and the Club as named insureds and shall provide a thirty (30) day
notice of cancellation or non-renewal and a severability of interest endorsement.
The County shall furnish SFS, not later than ten (10) business days after the County's
execution of this Agreement, a Certificate of Insurance evidencing existence of the coverages
required above and with an insurer reasonably acceptable to SFS.
C. County warrants and represents that it is, and throughout the Term will remain, a
member of and party to the Treasure Coast Risk Management Program ("TRlCO," as set forth in the
Revised TRlCO Interlocal Agreement dated May 1, 1996) or such other pooled risk or self-insurance
program acceptable to SFS in its reasonable discretion, and that SFS will be a beneficiary of all
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insurance and other protections available through the TRICO Risk Management Program (or such
other accepted pooled risk or self-insurance program) including, without limitation, with respect to
general liability, tort liability, loss or damage to property (e.g., the Sports Complex), and personal
injury or death.
The County shall furnish SFS, not later than ten (10) business days after the County's
execution of this Agreement, a Certificate of Insurance evidencing existence of the coverages
required above and with an insurer reasonably acceptable to SFS.
D. County and SFS each do hereby and shall mutually release each other from liability
and waive all rights of recovery against each other, for any loss or damage occasioned to County or
SFS, as the case may be, from perils insured against, or required hereunder to be insured against,
under their respective property insurance policies, whether due to negligence or any other cause.
Any property insurance policy required herein covering loss, damage, or destruction by fire or other
insured casualty, shall include a waiver of the insurer's rights of subrogation against the other party.
In the event a claim is filed against a party for operations that are covered by the provisions of
this Agreement, the party agrees to notify the other party of the claim within ten (10) days after the
party receives the claim.
15. OPERATION AND MAINTENANCE RESPONSIBILITIES OF PARTIES
The operation and maintenance responsibilities of the parties shall be as follows:
A. County.
(1) County will, at its expense, at all times keep and maintain the Sports Complex
in good and clean order and repair suitable for a first-class major and minor league training,
exhibition and playing complex, including without limitation maintaining the playing fields in a first-
class condition appropriate for a major league baseball team, and in any event of a quality not less
than present during the 2003 major league spring training season (the "Maintenance Standard").
County shall employ sufficient personnel to maintain the same properly for use and play until the end
of SFS' s seasonal use of the facilities as delineated in Section 2. The responsibility of County for all
the maintenance of the playing and practice areas shall include but not be limited to general
maintenance including such items as seeding, mowing, watering and raking of the grassy areas and
full maintenance of the balance of the playing fields, preparation of the fields at the start of each
season and for practice sessions and games, maintenance, repair and replacement and painting of
grandstands, fences, batter's background walls and other related items. SFS shall be responsible for
any maintenance, restoration or repair related to damage occurring to the Sports Complex as a result
of grossly negligent acts or willful misconduct of SFS or Club, its officers, agents and employees.
SFS also shall be responsible for repair of any damage to the playing fields, structures, or other
facilities that occur during non-baseball SFS Events. The County and SFS shall consult annually as
to a reasonable program of management, operation, and maintenance of the facilities to be carried out
during the coming year; and County shall be responsible for implementation of such a reasonable
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program at its expense subject to reimbursement from SFS as hereinafter provided. County agrees to
provide SFS with the County's proposed line item budget for the operation and maintenance of the
facilities in each fiscal year during the tenn ofthis Agreement. County shall devote to the operation,
maintenance, repair and improvement of the Sports Complex during the Tenn (a) one hundred
percent (100%) of monies collected or proceeds from the first (l51) and second (2nd) cents of Tourist
Tax levied by the County pursuant to the Tourist Tax Ordinances, and (b) one hundred percent
(100%) of the County's share of the parking, ticket, concession, souvenir, program and any other
revenues accrued by County hereunder or paid to County by SFS hereunder; provided, however, that
County's maintenance responsibilities are not limited to or by the Tourist Tax proceeds or any Sports
Complex-related revenues.
(2) County shall maintain proper heating and air conditioning units in the offices,
clubhouse and dressing rooms. County shall put all facilities in clean and orderly condition and
made ready for occupancy by SFS at the beginning of each annual period of occupancy and
continued during the use of the facilities according to the Maintenance Standard.
(3) County shall, at all times during the period of this agreement, keep the
premises in clean condition and shall use reasonable care to remove trash and rubbish that may
accumulate within the area of the playing fields following each practice session or game.
(4) County shall maintain the parking areas adjacent to the premises and areas
adjacent to the stadium. '
(5) County shall be responsible for providing and bearing the cost of an adequate
number of qualified security personnel at the Sports Complex for Club major league spring training
games and Florida State League games. County shall also be responsible for providing the number
of quality security personnel requested by SFS for Gulf Coast League games at the Sports Complex,
provided that SFS will reimburse the County for the cost thereof. The County shall be responsible
for public order and safety, including the creation, establishment and implementation of security,
safety and emergency plans and procedures and related contingency plans, all of which shall be in
consultation with SFS and the Club. County shall be responsible for coordinating with all local, state
and federal agencies to the extent appropriate, and for providing, at its expense, comprehensive
training for all security personnel who work at the Sports Complex with respect to County's security,
safety and emergency plans and procedures (which training shall occur at least once per year during
the Tenn prior to the commencement of major league spring training, in consultation with SFS and
the Club). County shall keep SFS and the Club fully infonned with respect to its security, safety and
emergency plans and procedures, and with respect to all training and coordination with local, state
and federal agencies. County shall have the responsibility to eject persons from the Stadium or from
the Sports Complex as necessary, including at the request of SFS; County shall consult with SFS
before ejecting any persons from the Stadium during SFS Events except to the extent such
consultation is impracticable in the event of an emergency.
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(6) County shall be responsible for all utilities, including telephone (excluding
long distance toll charges), heat, water and sewer, electricity, air conditioning, trash removal, and
appropriate night lighting.
(7) In addition to the right to occupy the Sports Complex, SFS and its agents,
employees, suppliers and other persons appropriate for SFS to enjoy the use of the Sports Complex
premises as contemplated herein, shall have access, in common with others designated by the
County, to such areas of the Sports Complex as necessary or appropriate to provide services or
otherwise enjoy the use of the Sports Complex as contemplated herein, subject to customary and
reasonable security precautions.
(8) If SFS contends that the County has failed to comply with a material
obligation of the County pursuant to this Facilities Use Agreement with respect to the maintenance
ofthe Sports Complex, and if as a result SFS contends that an Exigent Condition (as defined below)
exists at the Sports Complex, then, in addition to any and all other remedies available to SFS, SFS
shall be entitled to (a) take such measures as are strictly necessary to address the Exigent Condition,
and (b) deduct the cost of such measures from the payments to be paid by SFS to the County during
the year in question pursuant to Section 15(B) of this Agreement (provided that SFS shall not be
entitled to deduct any amount in excess of such scheduled annual payment), subiect to the County's
right to object to and contest such deduction bv seeking iudicial intervention, which right is expressly
reserved. SFS shall not be entitled to deduct such cost unless, prior to addressing the Exigent
Condition, (i) SFS provides written notice to the County identifying the Exigent Condition, the
measures which SFS intends to take to address it, and the cost thereof, and (ii) the County fails to
remedy the Exigent Condition within a reasonable period of time following the delivery of such
notice. "Exigent Condition" shall mean (x) any condition of any playing field that creates a potential
substantial risk to participants in games and/or practices on the field, (y) any condition elsewhere
within the Complex that creates a potential substantial health or safety risk to SFS's invitees at the
Sports Complex, or (z) any condition that, if not promptly remedied, would result in the loss of
substantial revenues generated at the Sports Complex.
B. SFS.
(1) In addition to any other payments due hereunder, SFS agrees to pay to the
County the following amounts toward the cost of operating and maintaining the facilities:
TERM
ANNUAL PAYMENT
First Six (6) years
(2003-2008)
$50,000.00
Next Five (5) years
(2009-2013)
$55,000.00
Final Five (5) years
$60,000.00
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(2014-2018)
First Option Term (if any)
(2019-2023)
$65.000.00
Second Option Term (if any) $70.000.00
(2024-2028)
SFS shall pay fifty (50%) percent of the annual payment referenced above in this Section
15(B)(1) on February 1 of each year during the Term (except for the first year of the Term, when
such payment shall be made within thirty (30) days after the approval of this Agreement by the Board
of County Commissioners), and shall pay the other fifty (50%) percent on August 1 of each year
during the Term (except for the first year of the Term, when such payment shall be made within
ninety (90) days after the approval of this Agreement by the Board of County Commissioners);
provided, however, that if the Sports Complex or any portion thereof was not available for any of the
Permitted Uses during the six -month period prior to any such payment due date as the result of any
act or omission of the County, the money SFS shall be required to pay on such due date shall be
reduced by an amount equal to the product of (a) the amount due on such payment due date times;
(b) a fraction of the numerator of which is the number of SFS Events during which the Sports
Complex or a portion thereof was not available and the denominator of which is the total number of
SFS Events during the preceding six-month period.
(2) SFS shall not in any manner, directly or indirectly, violate any laws,
ordinances, rules or regulations of any federal, state, county, city or other governmental authority or
agency in connection with the use and occupancy of the Sports Complex under the terms of this
Agreement.
(3) SFS shall use and occupy the Sports Complex in a reasonably safe and careful
manner and exercise reasonable care not to in any way mar, deface, or injure any part of the
premises, ordinary wear and tear excepted. At the conclusion of this Agreement, SFS shall surrender
the premises to the County in as good condition and repair as at the beginning of SFS' s occupancy,
except as to ordinary wear and tear and except as to damage by fire, other casualty, or the elements.
(4) Except with respect to the Telecommunication Equipment described below in
Section 15(B)(6) and any property ofSFS, SFS shall not make any material permanent or structural
changes, improvements or alterations to the Sports Complex without the written consent of County
which shall not be unreasonably withheld, conditioned or delayed.
(5) At its expense, SFS is responsible for providing a sufficient number of ticket
sellers and ushers during SFS Events.
(6) SFS shall be responsible for the installation and maintenance of any radio and
television facilities and telephone systems that it deems necessary for its operations
("Telecommunication Equipment"). Prior to the installation of any such equipment, SFS shall
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submit plans for such installation to the County for approval, which approval may not be
unreasonably withheld. Upon termination of this Agreement, SFS agrees to remove the
Telecommunication Equipment and restore the premises to their prior condition. SFS may pass these
costs on to parties other than County. However, County shall be responsible, at its sole expense
(although County may pass such expenses along to visiting television and news trucks), for bringing
the necessary utility lines to the areas designated for radio and TV facilities in the site plan and shall
have them stubbed at the required points.
16. OTHER USE OF PREMISES.
A. SFS shall have sole and exclusive use of the Sports Complex, including the Stadium,
from February through the beginning of the Florida State League season in April of each year during
the Term of this Agreement (including any options). As long as SFS or its affiliates (including
specifically the Club) own or operate or have a player development contract with a Florida State
League team or other St. Lucie-based minor league team, SFS shall have priority use of the Sports
Complex for the benefit of such team during the entire Florida State League season according to the
Event Schedule set forth in Section 16(B) below, including, where applicable, post-season play. If
SFS or its affiliates (including specifically the Club) acquire ownership of or the right to operate or
have a player development contract with a Gulf Coast League team, SFS shall have priority use of
the Sports Complex for the benefit of such team during the entire Gulf Coast League season
accordin~ to the Event Schedule set forth in Section 16(B) below, including, where applicable, post-
season play. SFS shall have the exclusive use and control of those portions of the Sports Complex
used for SFS Events, including without limitation the exclusive right to determine and implement the
rules and policies that relate to the admission of patrons to those portions of the Sports Complex
used for SFS Events.
B. Subject to the SFS's uses of the Sports Complex as set forth in Section 16(A) above,
each year during the Term a schedule of SFS Events and County Events to take place at the Sports
Complex during such year (hereinafter, the "Event Schedule") shall be prepared as follows:
(i) First, all dates in the months of February through the beginning of the Florida
State League (or other minor league to which a St. Lucie-based baseball team owned by or
affiliated with Club belongs) season in April shall be reserved on the Event Schedule
exclusively for New Yark Mets spring training and exhibition season activities;
(ii) Second, all dates for Florida State League St. Lucie Mets home games,
workouts and practices, all possible dates for Florida State League 81. Lueie Mots post-
season or playoff games or other Florida State League events (including without limitation
All-Star games and pre-season games), all possible dates for GCL Mets home games,
workouts aBd practices, all possible dates for GCL post season or playoff games or other
Gulf Coast Løag1:le events (including ',vithout limitation All Star games and pre season
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games), and all dates for New York Mets minor league spring training activities and
instructional league play shall be added to the Event Schedule;
(iii) Third. all dates for GCL Mets home games, workouts and practices, and all
possible dates for GCL post-season or playoff games or other Gulf Coast League events
(including without limitation All-Star games and pre-season games):
(iyii) Fourth+hffil, after SFS informs County of the dates contemplated in
subparagraphs (i)Jill and (iii) above, SFS and County shall each be entitled to reserve the
use of the Sports Complex on other dates during the year for other SFS Events and County
Events, respectively, by providing a "New Event Notice" as described below, with the first to
obtain approval of a New Event Notice according to the procedures set forth below in this
Section 16 for each such other proposed Event obtaining the right to use the Sports Complex
for such Event.
C. Whenever a party desires to add an Event to the Event Schedule pursuant to Section
16(B)(iii), it shall give written notice ("New Event Notice") to the other party of its request to do so
as soon as reasonably possible, but in no event later than ten (10) days prior to the date of the
proposed Event. Each New Event Notice shall include a description of the proposed Event,
including the nature, starting time and estimated duration thereof; the expected attendance thereat;
the identity and experience of the promoters and organizers of the proposed Event, and their
principals; a description of the financial assurances (e.g., bonds, security deposit) to be provided by
the Event promoters or organizers; a description of any special safety, security, cleaning,
maintenance, restoration or other services that will be obtained in connection with the proposed
Event; and the approximate preparation and clean-up periods for the proposed Event.
The party receiving a New Event Notice shall notify the other party as soon as reasonably
possible but in no event more than five days after its receipt of such New Event Notice, whether the
receiving party objects to the proposed Event. If no written notice of objection is given within such
five-day period, the Event shall be deemed approved. If notice of objection is given within such
five-day period, the parties shall cooperate to determine what, if any, modifications to the proposed
Event, or further assurances or services in connection therewith or therefore, would cause the
objecting party to consent to the proposed Event. When any proposed new Event is approved by the
other party (including by a failure to object), the Event shall be added to the Event Schedule. In the
event of any unresolved dispute regarding whether an Event that is the subject of a New Event
Notice and an objection should be put on the Event Schedule, SFS and County will submit the
dispute to non-binding mediation, and if the parties are unable to resolve the dispute through non-
binding mediation, then the dispute shall promptly be resolved by arbitration pursuant to Section 38
of this Agreement on an expedited basis at the request of either party.
A proposed Event may not be added to the Event Schedule unless the scheduling thereof
would be in compliance with each of the following criteria: (i) No more than one Event may be held
at the Sports Complex per day without each party's consent, which either party may withhold in its
sole and absolute discretion; (ii) Events shall be scheduled so as to allow reasonably sufficient
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preparation, clean-up and restoration periods between each Event, which shall be subject to the
Maintenance Standard; (iii) No County Event may be scheduled to take place between January 16
and January 31 of each year during the tenn without SFS' s consent, which consent may be withheld
in its sole and absolute discretion; and (iv) the Event must be a specific planned Event (i.e., neither
party may reserve a date on the Event Schedule on the basis that it intends to hold on such date a
certain type of Event, as opposed to a specific Event).
In detennining whether a party's objection to an Event proposed by the other party is
reasonable, consideration shall be given to, among other things, whether the promoted or organizer
of the Event: (i) is reasonably capable of producing the Event; (ii) will be providing reasonably
adequate financial assurances (e.g., bonds, security deposit) to protect SFS' s and County's respective
rights hereunder; and (iii) will be providing reasonably adequate safety, security, cleaning,
maintenance and restoration services for the Event.
D. Nothing in this Agreement shall prevent the County from using the portions of the
property described in Exhibit "B" that are not used for baseball facilities or in connection with SFS' s
use of such facilities, provided that such uses do not interfere with SFS's use of the Sports Complex
or otherwise conflict with SFS' s rights under this Agreement (including, without limitation, SFS' s
exclusive right to operate concessions at the Sports Complex during the Tenn). The County agrees
that during the tenn of this Agreement, the County shall use or authorize others to use the remaining
property described above only for community events, sports and recreational purposes. The County
shall be responsible to repair or replace any portion of the facilities which are altered, damaged or
otherwise affected by any non-SFS use.
E. Notwithstanding any other provision of this Agreement (except Section 13, solely
with respect to Florida State League play) the County agrees that it will not permit any other Major
or Minor League baseball club to use the Sports Complex during the tenn of this Agreement or any
extension thereof without SFS's approval in advance in writing in its absolute discretion.
F. Any of the property described in Exhibit "B" that is not being used by the County or
SFS may be used by the parties as additional unpaved parking provided that such use does not
interfere with SFS's pennitted use of the Sports Complex.
17. PUBLICITY AND PROMOTION.
The County will promote the New York Mets and the Club's St. Lucie-based minor league
team(s), as well as the sale of home game tickets for such teams. County shall submit all
promotional material to SFS for approval, which approval shall not be unreasonably withheld.
18. ADDITIONAL COVENANTS OF SFS AND COUNTY.
A SFS shall use and occupy the premises solely for the purposes specified in this
Agreement.
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SFS shall have the right, at any time and at its sole option, to terminate this Agreement and
all of its obligations hereunder upon written notice to County. Notice oftem1ination provided by
SFS on or before March 31 of any year during the Term. which notice shall terminate the Agreement
effective as of December 31 of that calendar year. In the event of termination pursuant to this
provision, County will accept the following payments from SFS as the County's sole remedy against
any person relating to such termination of this Agreement:
(a) One lump-sum payment equal to the unamortized principal balance, as of the
effective date of the termination of the Agreement, of the County's outstanding debt
on the bonds issued to generate the County Contributions, the SFS Contributions
Bond Revenues, and the Naming Rights Bond Revenues, as set forth on the Bond
Amortization Schedule attached as Exhibit "J" hereto, which payment shall be paid
not later than five (5) business days following the effective date of the termination of
the Agreement; and
(b) (i) Subiect to subparagraph (b)(ii) below, one lump-sum pavment equal
to the full amollnt of the Premium (as defined below), which payment shall be paid
not later than five (5) business davs following the effective date of the termination of
the Agreement. The "Premium" as used herein shall be 0) one million dollars
($1,000,000) if such te¡mination occurs as ofar before December 3 1.2007. (ii) nine
hundred thousand dollars ($900,000) if such termination occurs as of December 31,
2008, Wi) eight hundred thousand dollars ($800.000) ifsuch tennination occurs as of
December 31. 2009, (iv) seven hundred thousand dollars ($700.000) if such
termination occurs as of December 31, 2010. (v) six hundred thousand dollars
($600.000) if such termination occurs as of December 31, 2011. (vi) five hundred
thousand dollars ($500,000) if such termination occurs as of December 3 L 2012.
(vii) four hlUldred thousand dollars ($400,000) if such termination occurs as of
December 31, 2013, (viii) three hundred thousand dollars ($300.000) if such
tennination occurs as of December 31. 2014, (ix) two hundred thousand dollars
($200.000) if such termination occurs as of December 3 L 2015, (x) one hundred
thousand dollars ($100,000) if such termination occurs as of December 31,2016, and
(xi) zero dollars ($0) if such termination occurs after December 31. 2016.
(ii) Notwithstanding the foregoing subparagraph (b)(i). iftbe County does
not grant its approval to a proposed assignment of this Agreement and SFS's rights
and obligations hereunder to an owner or operator of another Maior League Baseball
club pursuant to Section 25 below, and SFS then tern1Ïnates this Agreement pursuant
to the second paragraph of this Section] 9. SFS shall have the option to pay the
Premium as and when set forth in subparagraph (b)(i) above or, in the alternative, to
pay the Premium by making ^ªnnual payments to be made only in such years after
termination of the Agreement, up to and including 2018, during which no Major
League baseball team plays Spring Training home games in the Sports Complex,
with each such annual payment (collectively, the "AImuaJ Premium Payments") equal
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to a fraction the numerator of which is the Premium (as defined oelo';'/), and the
denominator of which is the total number of calendar years after termination of the
Agreement up to and including 2018. plus interest (with interest to be calculated at
the prime rate plus 200 basis points. compowlded and adiusted annually). +he
"Prcmj-:.ml" as I:Ised herein shall be (i) one million dollars ($1,000,000) if termination
of this i\grøemcflt pl:lfSliant to the secoød paragraph of Section 19 ocelli'S as of or
before December 31, 2007, (ii) nine l'll:lndred thousand dollars ($900,000) if such
termination oceurs as of Dceember 31, 200&, (iii) eight hundred thousand dollars
($800,000) jf such termination oeeurs as of Dee ember 31, 2009, (iy) seven hundred
thousand dollars ($700,000) if sucR tern1Ìflation ocelli'S as øfDeeember 31,20 I 0, (v)
six hundred thousand dollars ($600,000) if such termination occurs as of December
31,2011, ('/Ì) five hundred thousand dollars ($500,000) if sHeR temlination oceuI'S as
of December 31, 2012, (vii) four hundred thousand dollars ($100,000) if such
tennina:tioø oeeum as of Dee ember 31, 2013, (viii) three hundred thousand dollars
($300,000) if such. termination occam as of DccelRber 31, 201'1, (ix) t"..'O hundred
thousand dollars ($200,000) if sl:Ieh tenniaation oeeurs as efDeeember 31,2015, (x)
one hundred thousand dollars ($100,000) if such termiaation OCellI'S as of December
31, 2016, and (xi) zero dollars ($0) if such termination oeeurs after December 31,
2016. Each Annual Premium Payment shall be paid, if and to the extent applicable,
not later than March 31 of each calendar year during which such payment is to be
made.
The parties agree that these respective amounts constitute reasonable and just compensation for such
termination by SFS, and SFS hereby promises to pay to County, and the County hereby agrees to
accept, the appropriate payment amount described above as liquidated damages, and not as a penalty,
and as its sole and exclusive remedy related to the termination of this Agreement by SFS, and
County waives all other rights and remedies in connection therewith.
If the property covered herein shall be deserted or vacated by the County either before or after
the commencement of the term of this Agreement, or if there shall be a default in the payment of any
monies due hereunder by the County for more than twenty (20) days after written notice of such
default to the County, or if there shall be a material default in the performance of any other covenant,
agreement, condition, rule or regulation herein contained or hereafter established, on the part of the
County for more than twenty (20) days after written notice of such default by SFS, then at the sole
option ofSFS, this Agreement may be terminated by SFS. Should SFS incur expenses in enforcing
its rights hereunder, specifically including attorneys' fees and court cost (at the lower and appellate
levels), and SFS prevails in such legal action said expenses shall be borne by the County.
In the event SFS terminates this Agreement, SFS shall immediately vacate the Sports
Complex, but reserves the right to seek damages and any or all other remedies caused by any default
or breach of this Agreement by County. In the event of such termination by SFS (excluding
termination of the Agreement upon proper notice as provided for in the second paragraph of this
Section 19), in addition to any other remedies SFS may have, the County shall repay to SFS amounts
equal to the product of (x) the SFS Contribution, times (y) a fraction the numerator of which is the
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number of full calendar months remaining in the Initial Term from and after such date of termination
and the denominator of which is the total number of calendar months in the Initial Term.
20. DAMAGE OR DESTRUCTION.
In the event of the damage or destruction of the property described in Exhibit "B" or any of
the structures (including the Stadium) or improvements located thereon by fire or other casualty,
there shall be an obligation on the part of the County to use the insurance proceeds for the purpose of
rebuilding such facilities. The County shall be responsible for providing the funds necessary to
rebuild the facilities in the event the proceeds from the insurance referenced in Section 14(B) above
are not sufficient to cover the cost of such rebuilding.
County shall complete the reconstruction and repair of the Sports Complex following any
such damage or destruction, as soon as reasonably possible, and in any event within two hundred
seventy (270) days following the occasion of such damage or destruction. Within thirty (30) days
following the occasion of such damage or destruction, County shall provide SFS with County's
architect's and/or engineer's reasonable estimate ofthe time required for the reconstruction and/or
repair of same. In the event that the estimate shall reflect that more than two hundred seventy days
shall be required for the repair and/or reconstruction, SFS shall have the right to terminate this
Agreement by written notice to County, within thirty (30) days thereafter. Further, if in fact the
reconstruction and repair shall not be completed within two hundred seventy (270) days (or such
longer time to which SFS may agree), SFS shall have the right to terminate this Agreement by
written notice to County within thirty (30) days following the end of such two hundred seventy day
(or longer, as the case may be) period.
In the event of such termination, the County shall repay to SFS amounts equal to the product
of (x) the SFS Contribution, times (y) a fraction the numerator of which is the number of full
calendar months remaining in the Initial Term from and after such damage and destruction and the
denominator of which is the total number of calendar months in the Initial Term. During the repair
and/or reconstruction of the damage or destruction to the Sports Complex, until same shall be
completed, all of the obligations and responsibilities of SFS hereunder shall be abated on an
equitable basis, to the extent that such damage or destruction shall interfere with the use by SFS of
the Sports Complex as contemplated hereunder.
21. EMINENT DOMAIN.
In the event that any portion of the premises should be taken by the exercise of the right of
eminent domain so as to materially affect SFS' s operations, SFS may terminate this Agreement as of
the date of taking. In the event that SFS does not terminate this Agreement as a result of any taking,
following any such taking SFS's obligations and liabilities hereunder shall be proportionately
adjusted, on an equitable basis, to the extent that such taking shall damage or otherwise materially
adversely affect the use by SFS of the Sports Complex as contemplated herein. All proceeds for
such taking shall be paid to the County or SFS as their interests may appear, provided that the
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foregoing shall not preclude SFS from pursuing a separate award for damages to SFS' s furnishings,
fixtures and equipment, moving expenses and any other losses relating to SFS' s business permitted
by law to be recovered, including, without limitation, the loss of SFS' s leasehold. In the event SFS
shall elect to terminate this Agreement in the event of any such taking, County shall pay to SFS an
amount equal to the product of (x) the total amount of the SFS Contributions theretofore paid by SFS
to County, times (y) a fraction the numerator of which is the number of full calendar months
remaining in the Initial Term and the denominator of which is the total number of calendar months in
the Initial Term. County agrees not to exercise its right of eminent domain on any part of the Sports
Complex premises.
22. FAMILIARITY WITH BONDS.
Anything else in this Agreement to the contrary notwithstanding, SFS acknowledges that
County is or will be bound to the holders of certain Tourist Development Bonds which relate to the
Sports Complex. SFS agrees to cooperate reasonably with the County to maintain the tax-exempt
status ofthe bonds, provided, however, that such cooperation shall not entail material modification
of the terms and conditions of this Agreement nor cause SFS or any affiliate to incur any cost or
expense in connection therewith.
23. NON-DISCRIMINATION.
SFS, as a part of the consideration hereof, does hereby covenant and agree that no person on
the grounds of race, color, national origin or sex shall be excluded from participation in, be denied
the benefits of, or otherwise be subject to discrimination in the use of the facilities excluding
uniformed baseball personnel. The terms of this Section shall be binding upon SFS' s successors in
interest and assigns.
24. CONFLICT OF INTEREST.
The County hereby represents and warrants that neither it nor any of its directors, officers,
members, partners, officials, representatives, or employees has any interest nor shall they acquire any
interest, directly or indirectly, which would or may conflict in any manner or degree with the
performance of rendering of the services herein provided. The County further represents and
warrants that in the performance of this Agreement no person having such interest or possible
interest shall be employed by it. No elected official or other officer or employee of the County of8t.
Lucie nor any person whose salary is payable, in whole or part, from the County Treasury, shall
participate in any decision relating to this Agreement which affects his/her personal interest or the
interest of any corporations, partnership or association in which he/she is, directly or indirectly,
interested nor shall any such person have any interest, direct or indirect, in this Agreement or in the
proceeds thereof.
25. ASSIGNMENT: SUBLEASES AND LICENSES.
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SFS may assign any or all of its rights and obligations pursuant to this Agreement to any
entity that owns and operates the New York Mets franchise, and may assign any or all of its rights
and obligations with respect to use of the Sports Complex for minor league operations to any entity
that owns the Florida State League affiliate (or, if applicable, the Gulf Coast League affiliate) of the
New York Mets. Should Club sell its major league baseball franchise during the term of this
Agreement, SFS shall make a good faith effort to assign its rights and delegate its duties under this
Agreement to the entity that acquires such franchise. Subiect to the approval of the COlmty, which
approval may not be unreasonably withheld, conditioned or delayed. SFS may assign all of its rights
and obligations pursuant to this Agreement to an owner or operator of another Major League
Baseball club, provided that SFS shall, not later than five (5) business days following the effective
date of the assignment of the Agreement, pay to County one lump-sum payment equal to the
unamortized principal balance, as of the effective date of the assignment, of the County's outstanding
debt on the bonds issued to generate the County Contributions, the SFS Contributions Bond
Revenues, and the Naming Rights Bond Revenues, as set forth on the Bond Amortization Schedule
attached as Exhibit "J" hereto. Upon SFS's assignment of this Agreement and all of its rights and
obligations hereunder, all ofSFS's duties and obligations under this Agreement shall terminate and
cease to be of any further force or effect as of the effective date of the assignment and the County
shall look solely to the assignee for performance of the duties and obligations under this Agreement
thereafter. Except as expressly set forth above in this Section, no party may assign its rights or
obligations under this Agreement without the written consent of the other party. Notwithstanding the
foregoing, SFS shall have the right to enter into subleases and/or licenses with third parties with
respect to any of its rights and obligations hereunder with the consent of the County, which consent
shall not be unreasonably witlilield, except SFS may not, without County's prior consent, sublease or
license the use of any portion of the Sports Complex to any Major League Baseball team other than
the Club if such sublease or license would cause cost or expense to the County beyond those that
County would otherwise incur from SFS's Permitted Uses under this Agreement.
26. ENTIRE AGREEMENT.
This Agreement represents the entire understanding and agreement between the parties with
respect to the subject matter hereof, and supersedes all other written or oral negotiations,
understandings and representations (if any) made by and between such parties.
27. AMENDMENTS.
The provisions of this Agreement may not be amended, supplemented, waived or changed
orally, but only in writing signed by the party as to whom enforcement of any such amendment,
supplement, waiver or modification is sought and making specific reference to this Agreement.
28. FURTHER ASSURANCES.
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The parties hereby agree from time to time to reasonably execute and deliver such further and
other transfers, assignment and documents and reasonably do all matters and things which may be
convenient or necessary to more effectively and completely carry out the tenns of this Agreement.
29. BINDING EFFECT.
All of the tenns and provisions of this Agreement, whether so expressed or not, shall be
binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal
representatives, successors and pennitted assigns.
30. NOTICES.
All notices, requests, consents and other communications required or pennitted under this
Agreement shall be in writing (including facsimile communication but excluding e-mail) and shall be
(as elected by the person giving such notice) hand delivered by messenger or courier service (with
acknowledgment of receipt), telecommunicated (including by fax), or mailed by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
AS TO COUNTY:
With a copy to:
St. Lucie County Administrator
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-2130
Facsimile: (772) 462-1648
St. Lucie County Attomey
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-1420
Facsimile: (772) 462-1440
AS TO SFS:
With a cOpy to:
Sterling Facility Services, L.L.C.
Attn: Paul Taglieri, Vice President
527 NW Peacock Boulevard
Port St. Lucie, FL 34986
Telephone: (772) 871-2121
Facsimile: (772) 878-9802
Sterling Facility Services, L.L.c.
Attn: David Howard, Executive Vice President
Shea Stadium, 123-01 Roosevelt Avenue
Flushing, New York 11368
Telephone: (718) 565-4309
Facsimile: (718) 446-1225
And with a COpy to:
Sterling Facility Services, L.L.C.
Attn: General Counsel
Shea Stadium, 123-01 Roosevelt Avenue
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Flushing, New York 11368
Telephone: (718) 565-4397
Facsimile: (718) 335-8066
or to such other address as any party may designate by notice complying with the terms of this
Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal
delivery, (b) on the date telecommunicated ifby facsimile device, and (c) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by the postal authorities as
not deliverable, as the case may be, if mailed.
31. HEADINGS.
The headings contained in this Agreement are for convenience of reference only, and shall
not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
32. PRONOUNS.
In this Agreement, the use of any gender shall be deemed to include both genders, and the use
of the singular shall include the plural, wherever it appears appropriate from the context.
33. SURVIVAL.
No covenants, agreements, representations and warranties made herein or otherwise made in
writing by any party pursuant hereto shall survive the termination of this Agreement except as
expressly stated herein. In addition to the survival of specific Sections of this Agreement as
expressly stated in such Sections, the terms of Sections lO(D), 14(D), 30 and 36 of this Agreement
shall survive the termination of this Agreement.
34. WAIVERS.
The failure or delay of any party prior to a period which would constitute laches at any time
to require performance by another party of any provision of this Agreement, even if known, shall not
affect the right of such party to require performance of that provision or to exercise any right, power
or remedy hereunder, and any waiver by any party of any breach of any provision of this Agreement
should not be construed as a waiver of any continuing or succeeding breach of such provision, a
waiver of the provision itself, or a waiver of any known right, power or remedy under this
Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any
other or further notice or demand in similar or other circumstances.
35. FORCE MAJEURE.
Page 37 of42~
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Neither party shall be liable to the other for failure to perfonn its obligations hereunder if and
to the extent that such failure to perfonn results from causes beyond its reasonable control ("Force
Majeure Events") including, without limitation, strikes, lockouts, or other industrial disturbances
(but excluding Major League Baseball strikes and lockouts); fires; unusual climatic conditions such
as hurricanes, floods, tornados and the like; acts of God; or acts of a public enemy, war, police
action, terrorism and the like. The party unable to perfonn as a result of a Force Majeure Event shall
promptly notify the other of the beginning and ending of each such period. During the period of any
Force Majeure Event, until same shall be concluded, all of the obligations and responsibilities ofSFS
hereunder shall be abated on an equitable basis, to the extent that such Force Majeure Event shall
interfere with the use by SFS of the Sports Complex as contemplated hereunder. If any period of a
Force Majeure Event prevents SFS from using the Sports Complex in the manner contemplated
herein for all or a substantial part of any Major League Baseball Spring Training season or Florida
State League season (or, if applicable, a Gulf Coast League season) and SFS does not receive
satisfactory assurances from the County that a Force Majeure Event will not prevent SFS's use of the
Sports Complex as contemplated in this Agreement for a substantial part of the following Major
League Baseball Spring Training season, SFS shall have the right to tenninate this Agreement upon
sixty (60) days written notice to the County.
36. GOVERNING LAW.
This Agreement and all transactions contemplated by this Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of Florida, applicable to
agreements wholly negotiated, executed and to be perfonned in that state, without regard to
principles of conflicts or choice of laws.
37. AGREEMENT RUNS WITH LAND.
This Agreement is intended to run with the land and shall be binding upon all of the County's
successors and assigns. SFS and County shall enter into a short fonn Memorandum of this
Agreement which shall be recorded in the Public Records of St. Lucie County, Florida. This
Agreement is not revocable by County and is not tenninable by County except as expressly set forth
herein.
38. ARBITRATION.
A Within thirty (30) days after the date ofthe full execution of this Agreement, SFS and
County shall cooperate to mutually select three (3) disinterested persons to serve as arbitrators in the
event of an arbitrable dispute under this Agreement. If SFS and County are unable to mutually select
three (3) arbitrators within such thirty (30) day period, County and SFS shall each select one
arbitrator and the two (2) arbitrators so selected shall choose a third arbitrator, which arbitrator shall
automatically be the first. The first arbitrator will then detennine which arbitrator will initially be
second and which will initially be third. The order of the later 2 arbitrators shall switch each time
that one of them renders a decision hereunder.
Page 38 of 42~
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B. The arbitration procedure herein shall be the sole and exclusive method for the
determination of any issues subject to arbitration in this Agreement, and the arbitrator may award
appropriate remedies, although nothing herein shall be construed to forbid either party from resorting
to court for reliefITom, or to enforce rights under, any arbitration award. Any demand for arbitration
shall be filed in writing with the other party to this Agreement and with the American Arbitration
Association. In no event shall the demand for arbitration be made after the date when institution of
legal or equitable proceedings based upon such dispute would be barred by the applicable statutes of
limitations. Any arbitrator's award or determination hereunder shall be binding and conclusive on
all parties.
C. Each dispute to be resolved by arbitration pursuant to this Agreement shall be
submitted to the first arbitrator, if available, and if not, to the second, if available, and ifnot, to the
third. The dispute and all other supporting materials shall be submitted as soon as possible after the
matter is first noticed for arbitration, but in any event no more than twenty-four (24) hours thereafter.
Notice of submission of a dispute to expedited arbitration shall be made by facsimile transmission to
SFS, County, and the selected arbitrator. Such facsimile notice shall be effective upon receipt and
sent to all of the notice parties listed in Section 30 of this Agreement at the facsimile telephone
numbers set forth therein or such other facsimile telephone mnnbers as SFS or County may designate
by notice pursuant to Section 30. Such notice of arbitration shall state that the arbitration shall be
expedited, that all supporting materials must be submitted to the arbitrator within twenty-four (24)
hours after the date and time of the notice, and that the arbitrator must make a determination within
twenty-four (24) hours of such date and time, unless both parties agree otherwise in writing. With
respect to arbitration hereunder, each arbitrator shall agree that he or she shall render his or her
decision within twenty-four (24) hours of the submission to him or her of all materials pursuant to
this subsection.
D. The expenses of arbitration shall be shared equally by SFS and County, but each party
shall be responsible for the fees and disbursements of its own attorneys and the expenses of its own
proof. SFS and County shall sign all documents and do all other things necessary to submit any such
matter to arbitration and further shall, and hereby do, waive any and all rights they or either of them
may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the
decision rendered thereunder.
39. SUBSERVIENCE
This Agreement and each of SFS's obligations hereunder shall in all respects be subject and
subordinate to each of the following, as may be amended ITom time to time: (i) any present or future
agreements or arrangements entered into, and binding upon the SFS or the Club, by or on behalf of
Major League Baseball or any Major League Baseball clubs acting collectively (collectively,
"MLB"), Minor League Baseball or any Minor League Baseball clubs acting collectively
(collectively, "MiLB"), the Florida State League ("FSL") or the Gulf Coast League ("GCL") and (ii)
the applicable rules, schedules, regulations, policies, bulletins or directives issued or adopted by
MLB, MiLB, the FSL or the GCL.
Page 39 of 42~
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
dates so indicated, as follows.
ATTEST:
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
BY:
DEPUTY CLERK CHAIRMAN
Date signed: , 2003
APPROVED AS TO FORM AND
CORRECTNESS:
BY:
COUNTY ATTORNEY
WITNESSES:
WITNESSES:
SERVICES, L.L.C.,
S1ERLINGFACIU1Y
a New York limited liability company
BY:
Name:
Title:
Date signed:
, 2003
STATE OF FLORIDA
COUNTY OF ST. LUCIE
The foregoing instrument was acknowledged before me this _ day of
20o_, by ,as of
Notary Public>
State of Florida
My Commission Expires:
Page 40 of 42424Q
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Personally known
Identification
OR Produced
STATE OF FLORlDANEW YORK
COUNTY OF ST. LUCIEQUEENS
The foregoing instrument was acknowledged before me this _ day of
20o_, by , as of STERLING FACILITY
SERVICES, L.L.C., a New York limited liability company.
Notary Public>
State ofNe'"" YorkFlorida
My Commission Expires:
Personally known OR Produced
Identification
Page 41 of 42~
, I
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
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TABLE OF EXHIBITS
Stadium and Related Training Facilities
Description of Real Property on Which Sports Complex Resides
List of Jointlv Developed Initial Term Improvements
Final Plans and Specifications as Actually Constructed
Initial Term Improvement Schedule
Architect's Contract Requirements
Contractor's Contract Requirements
Owner's Contractor Protective Insurance Requirements (if applicable)
SFS General Construction Liability Insurance (if applicable)
Bond Amortization Schedule
Page 42 of 42~
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THIS AGREEMENT is made and entered into as of , 2003, by and
,
between ST. LUCIE eOUNTY, a political subdivision of the State of Florida ("County"), and
STERLING METS, L.P., a Delaware limited partnership ("Club").
WITNES.SETH:
WHEREAS, Club is the owner and operator of the New York Mets Major League Baseball
franchise and the St. Lucie Mets Florida State League franchise;
. WHEREAS, County is the owner of certain property known as the St. Lucie County Sports
Complex (the "Sports Complex") and the baseball stadium situated thereon and presently known as
Thomas J. White Stadium (the "Stadium");
WHÈREAS, County and Club's affiliate, Sterling Facility Services, 1. 1. C. ("SFS") have,
contempòraneously herewith," entered into a Facilities Use Agreement ("FUA") pursuant to which
County granted SFS certain rig~ts to use the Sports Complex and the Stadium as set forth in the
FUA;
\
WHEREAS, County seeks certain guaranties and assurances from Club as a condition to
County's exec.~tion oft~ FUA; and
..-
WHEREAS, Club wishes to conduct New York Mets major league spring training and minor
leágue baseball operatiòns at the Sports Complex and to schedule Major League spring training
baseball games,.-Minor League baseball games and other events at the Stadium;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, IT IS'AGREED AS FOLLOWS:
1. Throughout the term of the FUA, including any extensions thereto, the Club shall use
the Sports Complex to conduct the following, subject to any changes by Major League Baseball: (i)
New York Mets Spring Training games (Club will make a good faith effort to cause Major League
Baseball to schedule a minimum of 12 games at the Sports Complex each Spring Training season);
and (ii) during such time as the Club owns or is party to a Player Development Contract with a
Florida State League franchise, the home games of such franchise. Club shall make a good faith
effort to cause Major League Baseball and the Florida State League to schedule as many night games
and weekend games as practicable. In the event "split squad" New York Mets Spring Training
games are played at the Sports Complex, Club shall make a good faith effort to have at least sixty
percent (60%) of the regular position players attend or play in the game scheduled at the Sports
Complex, subject to the requirements of Major League Baseball.
2. The Club hereby guarantees the full and prompt payment of each of the following
obligations of SFS pursuant to the FUA:
a. SFS's obligation pursuant to Section 3(B) of the FDA to pay the "SFS
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Contributions" to the County as set forth in the FDA);
,
> "
b. SFS's obligation pursuant to Section 6 of the FDA to make payment to the
County of the County's share of ticket receipts, concession and souvenir receipts, parking receipts,
and program receipts, and Gult:Coast League payments, as set forth in the FDA; and
c. SFS's obligation pursuantto Section 15 of the FUA to make annual payments
towards the cost of operation and maintenance of the Sports Comple)Ç and to reimburse the County
for the costs of damage occurring to the Sports Complex due to the grossly negligent acts or willful
misconduct oftheClub, its officers, agents and employees.
d.' SFS's obligations pursuant to Section 7(B) ofthe FDA to make payment to the
County of the County's share of suite revènue. '
"
e. SFS's obligation pursuant to Section 3(C) of the FDA to make Naming Rights
Shortfall Payments, to the exte1?-t applicable.
,
3. During the Term, the Club will actively prbmote and publicize its use of the Sports
Complex and the sale of home game tickets. .
~ _" i....
4. . During the Term, the .Club will cooperate with the County to promote the tourism
attributes and attractions of S1. Lucie County. The Club shall include a full-page advertisement
prómoting S1. Lucie Còunty in all New York Mets game programs produced by the Club. The
County will supply, at its expense and in a timely manner, promotional copy and artwork to for the
Club's approval, which approval shall not be unreasonably withheld. Club will make good faith
efforts to publicize its relationship with St. Lucie County in other Club promotional publications.
5. During the Term, the Club will include an information flier on spring training in a
mailing to its season ticket holders. The informational flier will be prepared and provided by the
County at its expense and will be subject to the Club's written approval, which approval shall not be
unreasonably withheld. The Club will pay postage costs for the distribution of the informational flier
to its season ticket holders.
6. The parties hereto expressly recognize and agree that the County is undertaking a
substantial financial responsibility to improve and maintain the Sports Complex to induce the major
league baseball team owned and operated by Club, to conduct spring training in S1. Lucie County. It
is, therefore, understood and agreed that Club will cooperate in good faith with the County in its
effort to promote the development and success of baseball in the S1. Lucie County area. The Club
will make a good faith effort to encourage personnel and players to participate in cooperative
activities involving the promotion and development of S1. Lucie County. The Club will work with
the County to attract other non-baseball events to the Stadium to better utilize the Stadium when not
being used by the Club.
2
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7. Notwithstanding anything to the contrary herein, (i) the Club shall have no obligations
,
hereunder unle~s and until the FUA is fully executed by the County and SFS and is approved by the
Board of County Commissioners ofSt. Lucie County; (ii) each of the Club's obligations hereunder
shall be contingent upon the performance by the County of each of its obligations pursuant to the
FUA; and (iii) this agreement and each ofthe Club.' s obligations hereunder shall terminate and cease
to be of any further force or effect upon 'termination or assignment of the FUA for any reason
whatsoever.
8. This agreement shall be binding upon each of the Club's successors and assigns.
9. The County agrees to indemnifY and hold the Club and its affiliates harmless from
any and all claims for personal injury, death, or property damage and any other losses, damages,
charges, or expenses, including attorneys' fees, which arise out of, in connection with, or by reason
of acts or òmissions which are the responsibility of the County pursuant to the FUA and this
Agreement, including, without limitation, in connection with or related to the Initial Term
Improvements and any other construction conducted by County (itself or through contractors).
County further agrees to undertake at its own expense the defense (through counsel reasonably
acceptable to Club) of any action brought again~t the Glµb claiming damages arising out of, in
connection with, Dr by reason of acts or òmissions that are the responsibility of the County pursuant
to the FUA. J'his provi~ion shall survive termination of this Agreement.
10. This Agreement and each of the Club's obligations hereunder shall in all respects be
súbject and subordinatÐ to each of the following, as may be amended ITom time to time: (i) any
present or futUfe agreements or arrangements entered into, and binding upon the Club, by or on
behalf of Major League Baseball or any Major League Baseball clubs acting collectively
(collectively, "MLB"), Minor League Baseball or any Minor League Baseball clubs acting
collectively (collectively, "MiLB"), the Florida State League ("FSL"), or the Gulf Coast League
("GCL") and (ii) the applicable rules, schedules, regulations, policies, bulletins or directives issued
or adopted by MLB, MiLB, the FSL or the GCL.
11. Club shall not be liable to County for failure to perform its obligations hereunder if
and to the extent that such failure to perform results ITom causes beyond its reasonable control
("Force Majeure Events") including, without limitation, strikes, lockouts, or other industrial
disturbances; fires; unusual climatic conditions such as hurricanes, floods, tornados and the like; acts
of God; acts of a public enemy, war, police or military action, terrorism or the like; or inability to
obtain transportation or necessary materials in the open market. The Club shall promptly notifY the
County of the beginning and ending of each such period.
12. This Agreement represents the entire understanding and agreement between the
parties with respect to the subject matter hereof, and supersedes all other written or oral negotiations,
understandings and representations (if any) made by and between such parties,
13. The provisions of this Agreement may not be amended, supplemented, waived or
changed orally, but only in writing signed by the party as to whom enforcement of any such
3
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amendment, supplement, waiver or modification is sought and making specific reference to this
Agreement. ' ,
14. All notices, requests, consents and other communications required or permitted under
this Agreement shall be in writing (including facsimile communication but excluding e-mail) and
shall be (as elected by the person giving such notice) hand delivered by messenger or courier service
(with acknowledgement of receipt), telecommunicated (including by fax), or mailed by registered or
certified mail (postage prepaid), return receipt requested, addressed 10:
AS TO COUNTY:
8t. Lucie County Administrator
\
2300 Virginia Avenue
Fort Pierce, Florida 33482
"
Telephone: (772) 462-2130
__Facsimile: (772) 462:2131
With a COpy to:
St. Lucie County Attorney
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-1420
Facsimile: (772) 462-1440
AS TO STERLING:
Sterling Mets, L.P.
Attn: David Howard,
, .Executiv~ Vice President
Shea 'Stadium, 123-01 Roost<velt Avenue
Flushing, New York 11368
Telephone: (718) 565-4309
Facsimne: (718) 446-1225
With a copy to:
Sterling Mets, L.P.
Attn: 'General Counsel
Shea Stadium, 123-01 Roosevelt Avenue
Flushing, New York 11368
Telephone: (718) 565-4397
Facsimile: (718) 335-8066
or to such other address as any party may designate by notice complying with the terms of this
Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal
delivery, (b) on the date telecommunicated ifby facsimile device, and (c) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by the postal authorities as
not deliverable, as the case may be, if mailed.
15. No covenants, agreements, representations and warranties made herein or otherwise
made in writing by any party pursuant hereto shall survive the termination of this Agreement except
as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the
dates so indicated, as follows.
ATTEST:
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
BY:
BY:
CHAIRMAN
DEPUTY CLERK
4
.....
Date signed:
, 2003
STERLING METS, L.P.,'
By Mèts Partners;lnc., its General Partner
BY:
NAME:
"
TITLE:
- Date signed:
,2003
-,-..
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..".I
APPROVED AS TO FORM AND
CORRECTNESS:
BY:
COUNTY ATTORNEY
\,
5
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"",.¡
ITEM NO. C-1
DATE: August 1,2003
AGENDA REQUEST
REGULAR [ ]
PUBLIC HEARING [ ]
CONSENT [x]
TO:
BOARD OF COUNTY COMMISSIONERS
PRESENTED BY:
SUBMITTED BY (DEPT.): ENGINEERING DIVISION (4115)
SUBJECT:
Award Bid #03-068, South Jenkins Road Extension to Ranger Construction Industries, Inc.
BACKGROUND:
On July 23, 2003, bids were opened for the South Jenkins Road Extension. Six hundred thirty companies were
notified, twenty-seven sets of bid documents were distributed, and six bids were received. The low bidder is Ranger
Construction Industries, Inc., in the amount of $1 ,583,245.83. This project will construct the entrance to the Wal-
Mart Distribution Center. Work will be completed concurrently with the Midway Road and Glades Cutoff Road
Intersection Improvements and the Midway Road and Glades Cutoff Road Utilities Extension. All work will be
coordinated by American Consulting Engineers.
FUNDS AVAilABLE:
Funds will be made available in 316-4115-563000-41002 County Capital/Public Works-Engineering from loan
proceeds.
PREVIOUS ACTION:
November 4, 2002 - Work Authorization NO.7 in the amount of $349,480.00 to the contract for roadway and
intersection design with LBFH, Inc., for South Jenkins Road Extension Project Up",
April 15, 2003 - Work Authorization No. 1 (COO-05-492) for Construction Management Services with American
Consulting Engineers of Florida, LLC, for Midway Road and Glades Cutoff Road Intersection Improvements; South
Jenkins Road Extension; and coordination for the installation of waterline on Glades Cutoff Road in the amount of
$775,336.80.
May 20, 2003 - Wetlands Mitigation Credit Reservation and Sales Agreement relative to the South Jenkins Road
extension. The cost of purchasing these credits is $212,500.
RECOMMENDATION:
Staff recommends award of bid #03-068, South Jenkins Road Extension to Ranger Construction Industries, Inc.,
the lowest complete bidder, in the amount of $1,583,245,83, establish the project budget as outlined, and
authorization for the Chairman to sign the contract as prepared b e County Attorney.
1(1 APPROVED
r 1 OTHER
[ ] DENIED
COMMISSION ACTION:
Approved (5-0) W
[x] County Attorney 0 ~
[x]Orig. Dept. Public Works
S, Jenkins Bid Award.ag,doc
natures
[x]Rev. coord~./
[X]PUrChasm~ .
[x]ERD
~ ,,~,
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DIVISION OF ENGINEERING
MEMORANDUM
03-252
TO:
Ed Parker, C.P.P.B. - Purchasing Director
Via:
Michael Powley, P.E. - County Engineer MvP
Barbara Meinhardt - Department Revenue Coordinator q:s..~
Craig Hauschild, P.E. - Senior Project Engineer 641/
Via:
FROM:
Date:
July 30, 2003
Subject:
Award Bid No. 03-068 - South Jenkins Road Extension
~-..
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Engineering will present the above referenced project to the Board of County
Commissioners at the August 1, 2003 meeting. The project entails widening
approximately 3,100 linear feet of Glades Cut-off Road to incorporate turning
lanes and shoulders as well as constructing about 3,200 linear feet of South
Jenkins Road, a two-lane roadway.
.
On July 23, 2003 bids were opened for the South Jenkins Road Extension
project. There were 630 companies notified, 27 sets of bid documents were
distributed and six (6) bids were received. The bids were checked using the
unit prices that were provided. Some math errors were found in the bids;
however, they did not affect the rankings of the bidders. Based on our review
of the bids, we recommend award of the contract to Ranger Construction
Industries, Inc., the lowest bid, in the amount of $1,583,245.83.
, ..- .'-:.0:.0... ~
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Memorandum 03-252
Ed Parker, C.P.P.B. - Purchasing Director
Award Bid No. 03-068
July 30, 2003
Page 2 of 2
The following budget is established for the project:
Construction
Soil Testing
Reserves
TOTAL
$ 1,583,246
$ 35,000
$ 158,324
$ 1,776,570
Funds will be made available in 316-4115-563000-41002 County Capital/Public
Works - Engineering from loan proceeds.
attachments:
Bid Tabulation Sheet
Bid Summary Spreadsheet
cc w/attachments:
Don West, P.E. - Public Works Director
Maria Formoso, P.E. - Capital Projects Engineer
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