HomeMy WebLinkAboutC2013-250 - 8/27/2013 - Approved FIRST AMENDED AND RESTATED STADIUM LEASE AGREEMENT
This Amended and Restated Stadium Lease Agreement ("Lease") is made and entered into
his
this day of , 2013, by and between the CITY OF CORPUS CHRISTI, TEXAS
("City"), a Texas hiofteulkemunicipal corporation, and CORPUS CHRISTI BASEBALL CLUB, LP
("Lessee"), a limited partnership organized and existing under the laws of the State of Texas (the City
and Lessee are sometimes referred to herein individually as a"Party"and collectively as the"Parties");
WITNESSETH:
WHEREAS, City and Round Rock Baseball, Inc. (RRB) entered into a stadium lease agreement,
approved by Corpus Christi City Council by Ordinance No. 025662 on April 24, 2004, ("Original
Lease") under which RR13 leased from City the Leased Premises (hereinafter defined) for a base lease
to of fifteen (15) years from the Commencement Date (hereinafter defined) plus two (2) additional
optional five (5)year lease extensions;and
WHEREAS, the Parties entered into an amendment to the Original Lease, approved by Corpus Christi
City Council by Ordinance No. 027476 on November 13,2007;and
WHEREAS, Lessee is the successor-in-interest to RRB under the Original Lease pursuant to that certain
Assignment from RRB to Lessee dated June 3,2011;and
WHEREAS, the Baseball Stadium (Leased Premises)needs enhancements, upgrades and repairs; and
WHEREAS, Lessee agrees to spend no less than Three Hundred Fifty Thousand Dollars ($350,000)
annually on such Capital Repair Work, capital improvements, facilities maintenance, enhancements,
upgrades and repairs to the Leased Premises,to be approved by City as described herein, beginning in the
year 2013 and through the end of this amended Lease's Term, and further agrees to extend the base Lease
Term from fifteen (15) years to thirty (30) years, and to make corresponding rent payments, in
consideration for City reimbursing Lessee up to One Hundred Seventy Five Thousand Dollars($175,000)
annually after completion of and Lessee's payment for such enhancements, upgrades and repairs to the
Leased Premises;and
WHEREAS, the Corpus Christi City Council has adopted Resolution No. authorizing
City to reimburse Lessee up to One Hundred Seventy Five Thousand Dollars ($175,000) annually for the
Capital Repair Work, capital improvements, facilities maintenance, enhancements, upgrades and repairs
completed and paid for by Lessee each year, with first payment to be made no later than thirty (30) days
following the last game or event held at the Leased Premises in 2014, subsequent annual payments to be
made no later than thirty (30) days following the last game or event held at the Leased Premises in each
such subsequent Lease year, and final payment no later than the last day of this Lease Term, in exchange
for the extended base Lease Terrn herein and corresponding rent payments by Lessee to City;and
WHEREAS, City and Lessee now wish to amend the Original Lease (as amended November 13, 2007)
and to fully restate in this Lease the terms and conditions therein and to extend the Term to April 4,2035
in order to generate additional rental payments from Lessee to City to repay City for money spent by City
for enhancements and upgrades to the Leased Premises;and
Page I of 43
2013-250 [&13
8/27/13
Or d. 029942
CC Baseball Club LP jt4j)EXED
NOW THEREFORE, in consideration of the rents herein required to be made by Lessee, and the
covenants and agreements hereinafter contained to be kept and performed by the City and Lessee, the
City does by these presents demise, lease and let unto Lessee, for the to and upon and subject to the
terms and conditions hereinafter stated,the Leased Premises:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. In addition to terms defined elsewhere in this Lease,the following terms, for the
purposes of this Lease,shall have the meanings set forth below:
(a) "Abandonment of Leased Premises" means that the Leased Premises become vacant or deserted for a
continuous period of sixty(60)days.
(b) "Act of Bankruptcy" means the commencement of a bankruptcy or similar proceeding by or against
the City or Lessee, including,but not limited to,the following:the making of a general assignment for the
benefit of creditors, the commencing of a voluntary or involuntary case under the Federal Bankruptcy
Code or the filing of a petition thereunder, petitioning or applying to any tribunal for the appointment of,
or the appointment of, a receiver, or any trustee for a substantial part of the assets of such person,
commencing any proceeding under any bankruptcy, reorganization, dissolution or liquidation law or
statute of any jurisdiction, whether now or hereafter in effect; provided, however, that with respect to the
filing of an involuntary petition in Bankruptcy or other involuntary commencement of a bankruptcy or
similar proceeding, such petition or proceeding shall fail to be dismissed within ninety (90) days of its
fl I ing or commencement.
(c) "Affiliate" means a Person who (i) directly or indirectly controls, is controlled by or under common
control with, Lessee; (ii) owns directly or indirectly ten percent(10%) or more of the equity interests of
Lessee; or (iii) is a general partner, officer, director, non-financial institution trustee or fiduciary of
Lessee or of any person described in clauses (i)or(ii). For purposes of this definition, the to "control"
(including the terms "controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether though ownership of voting securities,by contract,or otherwise.
(d)"Architect" means HKS, Inc.
(e) "Architect's Contract" means the services contract between the City and the Architect, and approved
by Lessee, for, among other things,the design of the Project Improvements, the preparation of the Project
Plans, and construction administration services, as the same may be amended, supplemented, modified,
renewed,extended or replaced from time to time with the consent of the City and Lessee.
(f)"Authorized Representatives"means such officers,employees or other representatives of the City and
Lessee, respectively, authorized by such party to act on its behalf under Section 13.14 of this Lease as
certified to the other in writing.
(g)"Baseball Stadium"means the baseball stadium to be constructed on the Land.
(h)"Business Day"means any day which is not a Sunday,a Saturday,or a legal holiday of the City.
(i)"Capital Repair Work"shall have the meaning ascribed to it in Section 7.I.
Page 2 of 43
V Amended Restated Stadium Lease 7-19-13
0) "City" means the City of Corpus Christi, Texas, a home-rule city organized and existing under the
laws of the State.
(k)"City Default"shall have the meaning ascribed to it in Section 11.1.
(1)"City's Contribution" shall mean the maximum sum of$21,500,000.00 toward the payment of Project
Costs. Notwithstanding anything herein to the contrary, the Parties understand that the City is under no
obligation to spend more than$21,500,000.00 for Project Costs.
(m)"City's Remedial Work"shall have the meaning ascribed to it in Section 13.13.
(n) "Commencement Date" means April 4, 2005, that being the date on which Lessee opened the
Baseball Stadium for an open to the public general admission event.
(o) "Comparable Facilities" means the minor league baseball stadiums in Round Rock, Texas (Dell
Diamond), and Frisco, Texas; provided, however, that in determining compliance with any "Comparable
Facilities"standard or requirement set forth in this Lease (i)such stadiums shall be looked at together and
no one stadium nor any individual system or component at any such stadium shall be looked at alone and
(ii) if the standards applicable to such stadiums or substantially similar quality stadiums taken as a whole
should materially change during the Term in such a manner as to result in a material variation in the
manner in which the stadiums had previously been operated or maintained and such change has a
material and adverse impact on Lessee's costs to operate and maintain the Leased Premises, then Lessee
shall not be required to adopt such increased standards.
(p) "Corporation" means the Corpus Christi Business and Job Development Corporation, a nonstock,
nonprofit industrial development corporation created by the City under the laws of the State, including
specifically Section 4A of Article 5190.6 Texas Revised Civil Statutes.
(q) "Corporation Project Agreement" means the Project Agreement dated September 30, 2003, between
the City and the Corporation executed in connection with the issuance of obligations by the Corporation
to fund the City's Contribution.
(r) "Concession Improvements" means the interior and exterior improvements, build out and equipment
required or desired by Lessee for concession operations.
(s) "Controversy"shall have the meaning ascribed to it in Section 13.14.
(t) "Default Rate" means the lesser of(i) the Prime Rate plus three percent (3%) and (ii) them i m
per annum rate of interest permitted to be charged either party by applicable law.
(u)"Dispute"shall have the meaning ascribed to it in Section 13.14.
(v)"Effective Date"means April 24,2004.
(w)"Event of Default"shall have the meaning ascribed to it in Article X1.
(x) "Final Completion" means the final completion of all aspects of such work and improvements in
accordance with all Governmental Rules and in accordance with the requirements for the same contained
in this Lease and the Project Construction Documents and Minimum Stadium Requirements, including,
Page 3 of 43
V Amended Restated Stadium Lease 7-18-13
but not limited to, the completion of all punch-list items. Substantial Completion of such work and
improvements is a prerequisite to Final Completion of the same.
(y)"Final Notice"shall have the meaning ascribed to it in Section 11.5.
(z)"Force Majeure"means the occurrence of any of the following,but only for the period of time, if any,
that the performance of a Party's material obligations under this Lease are actually delayed or prevented
thereby: Acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, orders
of any kind of the government of the United States of America, or of any state thereof, or any civil or
military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes,
tornadoes, storms, floods, washouts, droughts, arrests, restraining of government and people, civil
disturbances, explosions, nuclear accidents, wars, part or entire failure of utilities, shortages of labor,
material, supplies or transportation, or any other cause not reasonably within the control of the party
claiming inability to perform due to such cause.
(aa)"Governmental Authority" means any federal, state or local government, agency, court, commission
or other body with jurisdiction of the matter in question.
(bb) "Hazardous Materials" means any substance or material, including asbestos, now or hereafter
defined or listed by any Governmental Authority as a regulated or hazardous substance, material, or
waste and shall include,without limitation, petroleum products.
(cc)"Land"means the land described as"Lot 2"on Exhibit"A"attached hereto and made a part hereof.
(dd) "Lease Year" means each consecutive twelve (12) month period commencing on the
Commencement Date and thereafter on each anniversary of the Commencement Date.
(ee) "Leased Premises" means (i) the Land; (ii) the Baseball Stadium; and (iii) any other buildings,
structures, additions, improvements, equipment, fixtures and facilities directly related to the Baseball
Stadium, and all appurtenances to the same, which are in the future constructed on the Land, pursuant to
the terms and conditions herein.
(ff)"Lessee" means Corpus Christi Baseball Club, L.P., a limited partnership duly organized and validly
existing under the laws of the State and authorized to do business in the State,or any successor thereto or
assignee thereof permitted by this Lease.
(gg) "Lessee Defaulf'shall have the meaning ascribed to it in Section 11.3.
(hh)"Lessee Requested Modifications" shall have the meaning ascribed thereto in Section 3.6.
(ii) "Lessee's Contribution" means the aggregate sums, up to $3,000,000, that Lessee shall contribute to
the Project which will first be used for construction of Concession Improvements, the equipping of the
Project and other build out obligations of Lessee hereunder (including, but not limited to, the Minimum
Lessee Improvement Requirements)and thereafter,at Lessee's option,for Project construction in general.
Notwithstanding anything herein to the contrary,the Parties understand that Lessee is under no obligation
to contribute more than $3,000,000.00 for such purposes, provided such limit shall not apply to the
Minimum Lessee Improvement Requirements. For purposes hereof,the term"contribute"shall can and
include, without limitation, monies paid to third parties by Lessee for build out and Concession
Improvements, the fair value of equipment, machinery, tools and other property now owned by Lessee
that is relocated to the Baseball Stadium and the value of equipment, furnishings and Concession
Improvements provided to the Baseball Stadium by Lessee's concessionaires or by Lessee's other
Page 4 of 43
V Amended Restated Stadium Lease 7-18-13
vendors. Upon completion of Lessee's build out work or any termination of this Lease prior to
completion of such work, Lessee shall notify the City in writing of the total amount of the Lessee's
Contribution and provide the City with supporting documentation reasonably necessary to verify Lessee's
determination of such amount.
( •)"Lessee's Remedial Work"shall have the meaning ascribed to it in Section 13.12.
(kk) "Minimum Lessee Improvement Requirements" means all improvements, fixtures, equipment,
systems, facilities, features and amenities which are described and specifically identified as Lessee's
responsibility in the Project Plans approved by Lessee as of the Effective Date and, whether or not shown
on such Project Plans,the items described on Exhibit"B"attached hereto and made a part hereof.
(11) "Minimum Stadium Requirements" means all improvements, fixtures, equipment, systems, facilities,
features and amenities which are described in the Project Plans approved by Lessee as of the Effective
Date and which are not specifically identified as Lessee's responsibility and, whether or not shown on
such Project Plans,the items described on Exhibit"C"attached hereto and made a part hereof.
(mm)"Mortgage"shall have the meaning ascribed to it in Section 10.5.
(nn) "Operating Expenses" shall mean the costs to operate, repair, and maintain the Project
I mprovements.
(oo) "Parking Area" means the lands adjacent to the Land identified as "Lot I" and the "South Parking
Area"on Exhibit"A"attached hereto and made a part hereof.
(pp)"Parking Area Master Lease"means that certain lease from the Port(as lessor)to the City (as lessee)
covering the Parking Area.
(qq) "Parking Area Sublease" means the sublease from the City (as sublessor) to Lessee (as sublessee)
covering the Parking Area.
(rr) "Person" means any association, individual, corporation, governmental entity, partnership, joint
venture,business association,estate or any other organization or entity.
(ss)"Port" means the Port of Corpus Christi Authority and its successors and assigns.
(tt) "Prime Rate" means the per annum rate of interest from time to time published by the Wall Street
Joumal as the"prime rate".
NO"Project" means the Basebal I Stadium,together with all the other Project Improvements.
(vv) "Project Budget" shall mean the total Project budget approved by Lessee, as from time to time
amended with Lessee's approval, for all Project Costs, broken down in reasonable detail by "hard" and
"soft"cost categories, including, but not limited to, separate line items for debt service requirements (net
of earned interest on invested funds), the amount payable under each of the Project Construction
Documents,allowances,contingencies,and pre-opening expenses.
(ww)"Project Change Order"shall have the meaning ascribed to it in Section 3.9.
Page 6 of 43
16 Amended Restated Stadium[,eerie 7-18-13
(xx) "Project Completion Date" means the later of(i) the date of Final Completion of all of the Project
Improvements Work in accordance with all of the requirements of this and other transaction documents,
(ii)payment in full of all Project Costs,and(iii)the Lease Commencement Date.
(yy) "Project Construction Contract" means the construction contract between the City and the Project
Contractor, and approved by Lessee, for the construction of the Project Improvements, as the same may
be amended, supplemented, modified, renewed, extended or replaced from time to time with the consent
of the City and Lessee.
(zz)"Project Contractor"means the general contractor selected by the City and approved by Lessee.
(aaa) "Project Construction Documents" means any and all contracts, documents or other instruments
entered into by or on behalf of the City,and approved by Lessee, for the design,management,monitoring
or performance of the Project Improvements Work,including,but not limited to,the Architect's Contract,
Project Plans,and Project Construction Contracts.
(bb) "Project Costs" means all of the costs incurred or to be incurred on behalf of the City in order for
the City to fulfill its obligations under this Lease to cause Final Completion of the Project Improvements
Work, including, but not limited to: (a) Land acquisition costs; (b) all amounts payable under any of the
Project Construction Documents; (c) costs to obtain necessary casements or rights of way-, (d) the
following City development costs and fees: structural steel inspection fee,oversize fee, regional detention
fee, and water meter fee; (e) legal costs; (f) costs for project management services; (g) all other costs
incurred by the City and paid to third parties to fulfill its obligations under the Lease and Project
Construction Documents to develop, construct, equip or furnish the Project including management fees
and fees and expenses of architects,engineers,testing firms,accountants,attorneys,and other consultants
necessary to complete the design, development, construction, equipping and furnishing of the Project
Improvements, including Project Change Orders approved by Lessee; (h) all other costs in connection
with the operation and maintenance of the Land prior to the Commencement Date, including all
remediation and abatement costs arising from removal of Hazardous Materials or addressing
environmental conditions; (i) all financing costs incurred by the Corporation on behalf of the City with
respect to the Project including any reserve funds or capital or repair accounts; and (j) all insurance
premiums on all policies of insurance required to be carried by the City under this Lease.
Notwithstanding anything herein to the contrary, the City's overall contribution to Project Costs shall not
exceed $21,500,000.00. The to "Project Costs" excludes, however, any costs paid from the proceeds
of insurance recoveries.
(ccc) "Project Improvements" means the Baseball Stadium, the parking improvements and all other
improvements, amenities and appurtenances to be situated on the Land (including the Minimum Stadium
Requirements),all as described more fully in the Project Plans prepared by the Architect and approved by
Lessee.
(ddd)"Project Improvements Work7 means the design, development, construction, furnishing, equipping
and placement in service and Final Completion of the Project Improvements at and within the Land in
accordance with this Lease, the Project Construction Documents, the Minimum Stadium Requirements,
all applicable Governmental Rules and the Project Plans.
(eee) "Project Plans" means individually and collectively, the concept drawings, schematic drawings,
design development drawings and detailed working drawings and specifications for the Project
Improvements (including the Minimum Stadium Requirements) prepared by the Architect in the form
approved by the City and Lessee.
Page 6 of 43
1�Amended Restated Stadium Lc"7-1 S.13
(fff)"Rentals"shall have the meaning ascribed thereto in Section 4.3.
(ggg)"Removables"shall have the meaning ascribed thereto in Section 5.5.
(hhh) "Sanctioning Association" means the Texas League, and the National Association of Professional
Baseball Leagues, Inc.,and their respective successors, if any,and any replacement or additional baseball
association that Lessee certifies to the City is a nationally recognized baseball association that sanctions
professional baseball teams affiliated with major league baseball.
(iii)"Seat Rights"shall have the meaning ascribed thereto in Section 7.10.
(W)"State" means the State of Texas.
(kkk) "Substantial Completion" (or "Substantially Complete") means the stage in the progress o f t he
Project Improvements Work when the Project Improvements Work is (i) sufficiently complete in
accordance with the Project Construction Documents and Minimum Stadium Requirements so that
Lessee can occupy and use the Project Improvements for their intended purpose, (ii) the Minimum
Stadium Requirements and all other improvements, equipment and systems included in the Project
Improvements are operational as designed and scheduled, (iii) all designated or required governmental
inspections and certifications have been made and posted, (iv) the Project Contractor's instruction of
Lessee's designated personnel in the operation of equipment and systems has been completed, (v) all
final finishes contemplated by the Project Construction Documents and Minimum Stadium Requirements
are in place and (vi) the only Project Improvements Work that remains is minor in nature, has been
identified on a punch list approved by Lessee, and may be completed without interfering with Lessee's
operation of the Leased Premises.
(111)"Target Substantial Completion Date"shall have the meaning ascribed thereto in Section 3.5.
(mmm)"Targeted Tax" means any admission tax, parking tax, facility use tax and any other tax imposed
by the City not in effect as of the date hereof that either by its terms o r e ffect of its application is not of
general application but is designed to be applicable to Lessee, the revenues from Lessee's conduct of its
business, the activities on the Leased Premises,or Lessee's personnel.
(nnn)"Team" means a minor league baseball franchise owned by Lessee or its Affiliate and approved by
the Sanctioning Association to play baseball in the Baseball Stadium and which has a player development
contract associated with a Major League Baseball franchise.
(000)"Term"shall have the meaning ascribed thereto in Section 4.2.
(ppp) "Unamortized Portion of the Lessee's Contribution" shall mean, as of the date of determination
thereof, the unamortized portion of the Lessee's Contribution based on a ten (10) year straight line
amortization of the actual total amount of the Lessee's Contribution, prorated based on the number of
days in the Lease Year to the extent the date of determination is not at the end of a Lease Year [i.e., the
Uamortize d Portion of Lessee's Contribution shall be nine-tenths (9110ths)of the actual total amount of
the Lessee's Contribution at the end of the first Lease Year and shall be eight-tenths (8/10ths) at the end
of the second Lease Year and so on until the end of the tenth Lease Year at which time the Unamortized
Portion of the Lessee's Contribution shall be zero].
Page 7 of 43
V Amended Pestated Stadium Lease 7-18-13
(qqq) "Untenantable Condition"shall mean the existence of any one of the following conditions but only
to the extent the same is not the result of the failure of Lessee to perform its obligations as required under
this Lease:
(i) The Leased Premises are not in compliance with rules and regulations in effect on the
Effective Date of the applicable Sanctioning Association for any reason, the result of such non-
compliance is that the Sanctioning Association, or its rules, prohibit Lessee or its Affiliate from
conducting sanctioned games or authorizes the Sanctioning Association to assess fines or penalties, and
the City fails to cause the same to be placed into compliance within a reasonable time following the
City's receipt of written notice of such non-compliance (the City hereby agreeing to perform such work
as necessary to keep the Leased Premises in compliance, subject to the limitation on the City's
Contribution as provided herein);
(ii) The use or occupancy of the Leased Premises for baseball games is not permitted under
applicable governmental rule or is restricted in any material respect under applicable governmental rule,
including, but not limited to,denial of access; or
(iii) The use or occupancy of thirty percent (30%) or more of any of the public seating areas,
other public areas, or parking areas, within the Leased Premises during the Team's season is materially
restricted by the City or are unusable (and not replaced by suitable temporary accommodations) for a
period of ninety (90) consecutive days or ninety (90) days out of any consecutive one hundred eighty
(1 80)day period;or
(iv) The use or occupancy of thirty percent(30%) or more of the private suites or fifteen percent
(15%)or more of the concession are within the Leased Premises is materially restricted by the City or
unusable during the Team's season for a period of sixty (60) consecutive days or ninety (90) days out of
any consecutive one hundred eighty(I 80)day period.
(tu)"Warranty Claim"shall have the meaning ascribed to it in Section 3.3 hereto.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties by the City. The City makes the following
representations and warranties as the basis for the undertakings on its part herein contained:
(a) The City is a home rule municipal corporation, existing and in good standing under the laws of the
State, and has the power to enter into the transactions contemplated by this Lease and to carry out its
obligations hereunder. By written ordinance, the City has duly approved the execution and delivery of
this Lease.
(b) The City has taken all action and has complied with all provisions of law with respect to the
execution, delivery and performance of this Lease and each of the Project Construction Documents to
which it is a party and the due authorization of the consummation of the transactions contemplated
hereby and thereby, and this Lease and each of the Project Construction Documents to which it is a party
have been duly executed and delivered by, and constitute the valid and legally binding obligation of, the
City,enforceable against the City in accordance with their respective terms.
(c) Neither the execution and delivery of this Lease or the Project Construction Documents to which the
City is a party, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment
Page 8 of 43
I'Amended Restated Stadium Lease 7-18-13
of or compliance with the terms and conditions of this Lease or such Project Construction Documents,
violate any law or regulation, or any judicial order, judgment, decree, or injunction, conflict with or
results in a breach of any of the terms, conditions or provisions of any restriction, ordinance or any
agreement or instrument to which the City is now a party or by which it is bound, or constitute a default
under any of the foregoing, or result in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever upon any of the property or assets of the City under the to of any instrument or
agreement.
(d) There is no litigation now pending or, to the City's knowledge, threatened challenging the powers of
the City or in any way affecting this Lease.
(e) The execution and delivery of this Lease and each of the Project Construction Documents to which
the City is a party, the consummation of any of the transactions contemplated hereby or thereby or
compliance with the terms and provisions hereof or thereof do not and will not (i) violate any law or
regulation or any order or decree of any court or governmental instrumentality applicable to the City,
which violation would materially and adversely affect the ability of the City to perform its obligations
under this Lease or any of the Project Construction Documents; (ii) conflict with or would result in the
breach of, or constitute a default under, this Lease or any of the Project Construction Documents, or any
other contract, lease, indenture, loan agreement, mortgage,deed of trust or other agreement or instrument
to which the City is a party or by which the City or its property may be bound, which conflict, breach or
default would materially and adversely affect the ability of the City to perform its obligations under this
Lease or any Project Construction Document; or (iii) violate the charter, articles of incorporation or
bylaws of the City. No consent, approval authorization or order of any governmental or regulatory
authority, agency, commission or board of arbitration was or will be required in connection with the
execution and delivery by the City of this Lease and the Project Construction Document to which it is a
party or the consummation of the transactions contemplated hereby or thereby or compliance with the
terms and provisions hereof or thereof,except such as have been obtained and are in full force and effect.
(f) To the best of the City's knowledge, no event has occurred and no condition currently exists, which
constitutes or may, with the passage of time or the giving of notice, or both, constitute an Event of
Default with respect to or on the part of the City under this Lease or any of the Project Construction
Documents to which it is a party or that could materially adversely affect the ability of the City to
perform its obligations hereunder or thereunder.
(g) The Corporation has been duly created by the City, is in good standing under the laws of the State,
and has the authority under State law to issue debt to fund the City's Contribution.
Section 2.2. Representations and Warranties by Lessee. Lessee makes the following representations
and warranties as the basis for the undertakings on its part herein contained:
(a) Lessee is a limited partnership duly organized under the laws of the State and duly qualified to do
business in the State, is in good standing in the State, has power to execute and enter into this Lease and
by proper corporate action has been duly authorized to execute and deliver this Lease.
(b) Each of the agreements to which it is a party including this Lease, have been duly executed and
delivered by duly authorized officers of Lessee, and constitute valid and binding obligations of Lessee,
enforceable against Lessee in accordance with their respective terms.
(c)Neither the execution and delivery of this Lease, the consummation of the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions of this Lease, violate any law
Page 9 of 43
V Amended Restated Stadium Lem 7-18-13
or regulation, or any judicial order,judgment, decree, or injunction,conflict with or results in a breach of
any of the terms,conditions or provisions of any restriction, ordinance or any agreement or instrument to
which Lessee is now a party or by which it is bound, or constitute a default under any of the foregoing,or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon
any of the property or assets of Lessee under the to of any instrument or agreement.
(d) No approvals or consents, other than those that have been or will in normal course be obtained, are
necessary in order for Lessee to execute and deliver this Lease.
(e) There is no litigation now pending or, to Lessee's knowledge, threatened, challenging the corporate
existence of Lessee and there is no pending, or to Lessee's knowledge, threatened action or proceeding
before any court or administrative agency that individually (or in the aggregate in the case of any group
of related lawsuits) is expected to have a material adverse effect on the financial condition of Lessee or
the ability of Lessee to perform its obligations under this Lease.
(f) The execution and delivery of this Lease, the consummation of any of the transactions contemplated
hereby or compliance with the terms and provisions hereof do not and will not (i) violate any law or
regulation or any order or decree of any court or governmental instrumentality applicable to Lessee or
any of its Subsidiaries, which violation would materially and adversely affect the ability of Lessee to
perform its obligations under this Lease; (ii) conflict with or would result in the breach of,or constitute a
default under, this Lease, or any other contract, lease, indenture, loan agreement, mortgage, deed of trust
or other agreement or instrument to which Lessee is a party or by which Lessee or its property may be
bound, which conflict, breach or default would materially and adversely affect the ability of Lessee to
perform its obligations under this Lease;or(iii)violate the charter, articles of incorporation or bylaws of
Lessee. No consent, approval authorization or order of any governmental or regulatory authority,agency,
commission or board of arbitration was or will be required in connection with the execution and delivery
by Lessee of this Lease or the consummation of the transactions contemplated hereby or compliance with
the terms and provisions hereof,except such as have been obtained and are in full force and effect.
(g) Lessee has duly and validly obtained all material certificates, licenses and permits from all public
authorities, both federal and state, required as of the Effective Date to enable Lessee to carry on its
business as it is now conducted and to enter into this Lease.
(h) To the best of Lessee's knowledge, no event has occurred and no condition currently exists, which
constitutes or may, with the passage of time or the giving of notice, or both, constitute an Event of
Default with respect to or on the part of Lessee under this Lease or that could materially adversely affect
the ability of Lessee to perform its obligations hereunder.
(i) Lessee or its Affiliate owns and will continue to own a AA minor league baseball team approved by a
Sanctioning Association that is affiliated with a major league baseball team; Lessee or its Affiliate shall
locate such team in the City and play its regularly scheduled home games and post-season play-off home
games at the Baseball Stadium (subject to temporary changes in "home" vs. "away" status as may be
directed from time to time by the Sanctioning Association).
ARTICLE III
PROJECT DEVELOPMENT
Section 3.1. Project Design. The City will enter into the Architect's Contract and shall be solely
responsible for the payment of all fees and reimbursable expenses due and payable from time to time
under the Architect's Contract notwithstanding any contrary provision hereof. Subject to Force Majeure,
Page 10 of 43
V Amended Rcsmtcd Stadmm Lease 7-18-13
the City shall be responsible for the timely completion of the design of the Project. The Project Plans
shall be in compliance with applicable written rules and regulations of the Sanctioning Association in
effect on the Effective Date and permit Final Completion of the Project Improvements Work for an
amount not to exceed the City's Contribution. Lessee shall have the right to approve the Architect's
Contract and the Project Plans and agrees to assist the City with respect to ensuring such compliance with
the applicable rules and regulations of the Sanctioning Association.
Section 3. .Project Improvements.The City agrees to fund the Project Improvements in an amount not
to exceed the City's Contribution. Should Lessee require any changes to the Minimum Stadium
Requirements or any changes to Project Plans that have been previously approved by Lessee in writing
and such changes result in the Project Costs exceeding the City's Contribution, Lessee agrees to be solely
responsible for the payment of such amounts in excess of the City's Contribution, and shall timely
deposit with the City in such manner as the City and Lessee shall determine such additional amounts for
the purpose of funding the Project Improvements. The City, with Lessee's approval, shall enter into a
Project Construction Contract with the best value for the Project improvements Work for the Project
Improvements, in accordance with this Lease,the Project Plans,the Minimum Stadium Requirements and
all applicable Governmental Rules. The Project Plans (including detailed plans and specifications) shall
be developed and prepared by the Architect at the City's expense and direction and in cooperation with
Lessee and submitted by the City to Lessee for its approval which will not be unreasonably withheld,
conditioned or delayed (it being understood, however, that Lessee may withhold its approval in its sole
discretion to the extent it believes that the City's Contribution will not be sufficient to fully fund the
construction of and cause the Final Completion of the Project Improvements in accordance with the
Minimum Stadium Requirements). Lessee shall have ten (1 ) days to review the Project Plans and if
they do not object within such time, they are deemed approved. In the event there is a dispute between
the City and Lessee regarding the Project Plans, provided they (i) are in compliance with applicable
written rules and regulations of the Sanctioning Association in effect on the Effective Date and (ii)
include all of the Minimum Stadium Requirements, the City shall have the final approval of the Project
Plans. Any changes to the final Project Plans shall be subject to the prior approval of the City and
Lessee. Any replacement of the Project Contractor following a default by the Project Contractor shall be
subject to the approval of Lessee.
Section 3. . Contract Requirements and arrm nty Claims. The City shall ensure that the Project
Construction Contract for the Project Improvements and all subcontracts for the supply of equipment or
systems to the Project Contractor for the Project Improvements shall provide for the assignment of all
warranties, maintenance agreements thereunder to Lessee and give Lessee the independent right to
enforce the same as an express third party beneficiary thereunder, and permit Lessee to use (but not own)
any plans and specifications to which the City is then entitled pursuant to any such contracts. The City
covenants and agrees that without the prior consent of Lessee, which consent shall not be unreasonably
withheld, conditioned or delayed, the City will not (i) voluntarily, involuntarily, by operation of law or
otherwise, sell, assign or transfer any of the maintenance and warranty contracts to any person other than
Lessee; (ii) terminate any of the maintenance and warranty contracts; (iii) waive or release any of the
respective obligations of any person under any of the maintenance and warranty contracts; or(iv) in any
way voluntarily modify or amend any of the maintenance and warranty contracts. Further,the City agrees
that Lessee is a third-party beneficiary of the warranty contracts and hereby conveys, transfers and
assigns to Lessee the nonexclusive right to enforce any and all of the respective obligations of any person
under the maintenance and warranty contracts, including, but not limited to, any and all representations
and warranties thereunder. The City and Lessee shall cooperate with each other in prosecuting any and
all warranty and similar claims under any and all contracts or other agreements with third parties for the
design, construction, supply, alteration, improvement, maintenance or renewal of the Project
Improvements and Leased Premises, including, but not limited to, any and all such claims under the
Page 71 of 4
V amended Restated Stadium Lease 7r 1 x-,13
Project Construction Contract(each a"Warranty Claim"). All recoveries from any such Warranty Claims
shall be applied, first, to the cost of collection, second, on a proportional basis to the City and Lessee to
(x) reimburse Lessee for the cost and expenses incurred in order to repair, restore, renew or replace any
part of the Project Improvements or Leased Premises as to which such Warranty Claim relates and which
have not been paid out of the Capital Repair Work Account and (y) to reimburse the City for amounts
paid to Lessee as the City's expenses relating to such Warranty Claim.
Section 3. . Access tote Project. Lessee and its agents, contractors, sublessees, licensees, and
concessionaires shall have the right of access at no al construction hours during the construction period,
for themselves and their authorized representatives, to the Land and the Project Improvements and all
portions thereof for the following purposes, without charges or fees or the commencement of rent under
this Lease, provided Lessee and all such agents,contractors, sublessees, licensees, and concessionaires(i)
notify the City in advance of such proposed entry by any of Lessee's subtenants, licensees or
concessionaires,(ii)do not hinder or interfere with the Project Improvements Work or the activities of the
City's contractors, (iii)take such reasonable protective precautions or measures as the City or the Project
Contractor may reasonably request,given the stage of the Project Improvements Work at the time of such
entry; and (iv) comply with the provisions of the Project Construction Contract relating to the City's
rights to access: (a) Conducting inspections for purposes of eterminin compliance with this Lease; (b)
Construction and installation of any Concession Improvements and any other improvements permitted by
the Lease so long as, in either case, Lessee does not unreasonably interfere with the construction of the
Project Improvements Work by the Project Contractor; (c) Construction and installation of any interior
tenant finish work,construction and installation of offices for Lessee,use of its offices for ticket sales and
promotions and other normal and customary business, and equipping locker room and related facilities
for Lessee; ( ) Installation of any additional fixtures or equipment desired by Lessee; (e) Tours of the
Land and Project Improvements sponsored by Lessee; and(f)The erection and maintenance of billboards
and signs during the construction period consistent with Lessee's naming rights and advertising rights
under this Lease. Prior to RSR starting any work on the Leased Premises, it shall obtain and cause all of
its contractors and subcontractors to obtain separate builder's risk insurance coverage and comprehensive
general liability insurance in amounts and upon terms acceptable to the City (but not exceeding the
requirements the City imposes on contractors working on City property). Subject to compliance with the
City's ordinances related to occupancy of buildings, Lessee shall have the right to take possession of its
offices (subject to the terms hereof) and use the same for the conduct of Lessee's normal and customary
business. Any entry, access or occupancy provided to Lessee pursuant to the terms of this Section 3.4
shall not be deemed to be acceptance of the Project Improvements Work or commence the Term. Lessee
shall be responsible for all utility and other costs associated with taking possession of its offices. Lessee
shall cooperate with the City in all aspects of the development and construction of the Baseball Stadium
and not unreasonably hinder, delay or interfere with the development and construction of the Project
Improvements.
Section 3.5. Schedule for Substantial Completion and Liquidated Damages. The City shall cause
Substantial Completion of the Project Improvements Work to occur on or before March 2 , 2005 (the
"Target Substantial Completion Bate"). In addition, the City agrees to include in the Project
Construction Contract a provision whereby the Project Contractor agrees to pay liquidated damages(i) in
the amount of $1,000 per day for each day beyond the Target Substantial Completion Date that the
Project Contractor fails to achieve Substantial Completion, and (ii) in the amount of$100,000 for each
scheduled baseball game which Lessee is unable to conduct in the Project Improvements due to the
failure of the Project Contractor to have achieved Substantial Completion on or before the Target
Substantial Completion Date. For purposes hereof, Lessee will be deemed to be unable to conduct its
first scheduled baseball game if Substantial Completion has not been achieved at least ten (10)days prior
to the scheduled date of such opening or subsequent game and the $100,000 liquidated damages shall be
Page 12 of 4
V Amended Restated Stadium Lease 7-18-13
due and payable for each such game even if the game is in fact played. Notwithstanding anything in this
Lease,the Project Construction Documents or any other agreements related hereto to the contrary, Lessee
agrees that Lessee's sole remedy for any delay in Substantial Completion of the Project Improvements
or beyond the Target Substantial Completion Date is to obtain the liquidated damages from the
Project Contractor; provided, however, that if Lessee does not actually receive the liquidated damages
from the Project Contractor as contemplated hereby within ten (10) days of Lessee's demand therefore,
then Lessee shall have the right to offset all liquidated damage amounts that are due but not received by
Lessee as contemplated hereby against the Rentals and/or any other amounts due or to become due to the
City pursuant to this Lease; and provided, further, however, that if Substantial Completion has not
occurred on or before April 24, 2005, Lessee shall have the right and option to terminate this Lease by
written notice to the City and upon delivery of any such notice the City shall pay to Lessee the
Unamortized Portion of Lessee's Contribution (measured as of the date of termination) and Lessee shall
have no further liability or responsibility to the City under or in connection with this Lease.
Section 3.6. Lessee Requested Additions or Modifications. In the event that Lessee determines that it
desires any additions or modifications to the Minimum Stadium Requirements or any changes to Project
Plans that have been previously approved in writing by Lessee ("Lessee Requested Modifications"),
Lessee shall submit a written request along with plans and specifications for the Lessee Requested
Modifications to the City for its approval. In the event that the Lessee Requested Modification results in
an increase in the Project Cost over and above the City's Contribution, such increase shall be the sole
responsibility of Lessee, and it will be the sole responsibility of Lessee to timely pay the cost of the
Lessee Requested Modifications. After confirming Lessee's commitment to pay such increase, the City
shall direct the Project Contractor to perform the same.
Section 3.7. Lessee Build Out. Lessee covenants and agrees that Lessee shall design, construct, and
place in service the Concession Improvements,the suites and related build out obligations set forth herein
(including the Minimum Lessee Improvement Requirements), or cause the same to be designed,
constructed, and placed in service in accordance with the Project Plans and applicable Governmental
Rules, all at Lessee's sole cost and expense. Lessee agrees that when complete such improvements and
facilities will be of a quality generally consistent with those contained in Comparable Facilities.
Section 3® . Performance and Payment Bonds. Prior to Lessee commencing any construction project
estimated to cost greater than $500,000, Lessee shall provide to the City for its approval a statutory form
payment and performance bond for such project.
Section . . Cane Orders. No changes in plans or specifications shall be made to the Project, the
Project Construction Contract,the Project Plans or Minimum Stadium Requirements unless agreed to in a
written change order ("Project Change Order") approved in writing by the City and Lessee. Unless
otherwise agreed with respect to any specific Project Change Order, the Party submitting the proposed
Project Change Order shall be responsible for all costs relating to such Project Change Order.
ARTICLE IV
LEASE OF LEASED PREMISES
Section 4.1.Grant.
(a) In consideration of and pursuant to the covenants, agreements, and conditions set forth herein, the
City does hereby lease, let, demise, and rent exclusively unto Lessee, and Lessee does hereby rent and
lease from the City, the Leased Premises. On the Commencement Date, the City will give and deliver to
Lessee exclusive possession and occupancy of the Leased Premises free of all tenancies and parties in
possession of such Leased Premises (other than those arising by, through or under Lessee) and free of
Page 13 of 43
V Amended Restated Stadium Lease 7-18-13
Hazardous Materials. (For the purpose of this section and Section 13.26, the Leased Premises is
considered free of Hazardous Materials, if it has been remediated to the satisfaction of the appropriate
Governmental Authority.) The City, if necessary, will provide Lessee with the appropriate consent of the
Governmental Authority that the Leased Premises meets the requisite standards of being free of
Hazardous Materials. The City shall deliver the Leased Premises to Lessee on the Commencement Date
in good condition and repair and in a clean and orderly condition.
(b) The City covenants for the Term that Lessee, upon paying the Rentals and upon keeping, observing
and performing the terms, covenants and condition of this Lease to be kept, observed and performed by
Lessee, including, without limitation, the terms, covenants and conditions set forth in Article VI of this
Lease, shall and may quietly and peaceably hold, occupy, use, and enjoy the Leased Premises without
ejection or interference by or from the City,subject only to the to and provisions set forth herein.
(c)The City covenants that Lessee's leasehold interest in, and other rights to, the Leased Premises arising
under this Lease shall be senior and prior to any lien, lease or other encumbrance existing, created or
arising in connection with the acquisition, development, construction or financing of the Leased Premises
or the Project Improvements Work or any portion thereof. The foregoing does not extend to any liens,
leases or encumbrances arising by,through or under Lessee or its agents acting in such capacity.
Section 4.2. Term. The term (the"Term")of this Lease shall commence upon the Commencement Date
and shall continue for a period of thirty(30)years thereafter, unless earlier terminated in accordance with
the terms hereof, provided, however, that if the expiration date of the Term shall fall during a baseball
season,then the Term shall be automatically extended to the day that is sixty(60)days after the last home
game (regular or post-season) of such season and the rental shall be prorated for such extension period
based on the rental then in effect for such final Lease Year.
Section 4.3. Rent.(a) Lessee agrees to pay annual rental for each Lease Year during the base Lease Term
on or before the first day of each such Lease Year, as follows-
Lease Years I —5 $50,000.00 per Lease Year
Lease Years 6— 10 $60,000.00 per Lease Year
Lease Years I I — 15 $70,000.00 per Lease Year
Lease Years 16—20 $80,000.00 per Lease Year
Lease Years 21 —25 $90,000.00 per Lease Year
Lease Years 26—30 $100,000.00 per Lease Year
(b) Lessee shall timely pay to the City the Rentals to be paid by Lessee to the City under this Lease,
without deduction or setoff(except as otherwise expressly provided in this Lease), at the City's address
provided for in this Lease or as otherwise specified by the City in writing.Notwithstanding the foregoing,
if tax-exempt debt is issued to fund the City's Contribution, the City may reduce the Rentals if necessary
to ensure compliance with the federal income tax laws applicable to tax-exempt debt.
Section 4.4. Permitted Uses. Throughout the Term, Lessee shall occupy and use the Leased Premises for
the primary purposes of conducting regularly scheduled and post-season home games played by the Team
(including radio and television broadcasting or other transmission of same) in accordance with the rules
and regulations of the Sanctioning Association. In addition to the foregoing, the permitted uses shall
include the conducting of meetings, trade shows,exhibitions,concerts, public entertainment events,other
baseball games and sporting events, and other similar traditional baseball functions that will encourage
economic development and tourism in the City of Corpus Christi;and for purposes related and incidental
thereto including, without limitation, operation of restaurants and concession facilities in and adjacent to
Page 14 of 43
I'Amended Restated Stadium Lease 7-18-13
the Baseball Stadium(during games and events and at other times),sale of food and beverages(alcoholic
and non-alcoholic), conducting tours, storage, and office uses), and for any other lawful purpose that is
not a prohibited use described in Section 4.7.
Section 4.5.Compliance with Laws.
(a) Lessee shall, throughout the Term, and at no expense to the City, promptly comply or cause
compliance in all material respects with all laws, ordinances, orders, rules, regulations and requirements
of duly constituted Governmental Authorities,which may be applicable from time to time to its use of the
Leased Premises and its operation,repair and alteration thereof.
(b) Lessee shall not, however, be required to comply or cause compliance with such laws, ordinances,
orders, rules, regulations or requirements, if Lessee is, after prior written notice to the City,contesting the
same or the validity thereof in good faith, at Lessee's expense by appropriate proceedings; and provided
further, such noncompliance will not have a material adverse effect on the Leased Premises or Lessee or
the performance of its obligations hereunder. Such contest may be made by Lessee in the name of the
City or Lessee, or both, as Lessee shall reasonably determine, and the City shall, at Lessee's expense,
cooperate with Lessee in any such contest to such extent as Lessee may reasonably request; provided,
however, that Lessee may not contest in the name of the City any law, ordinance, rule, regulation, order
or requirement of the City, and the City has no obligation to cooperate in any such contest against the
City. The City shall not, however, be subject to any liability for the payment of any costs or expenses in
connection with any such proceedings brought by Lessee, and Lessee covenants to pay, and to indemnify
and save the City harmless from,any such costs or expenses, including, but not limited to,court costs and
attorneys' fees.
Section 4.6. Obligations of Lessee Unconditional. The obligations of Lessee under this Agreement
including, but not limited to, the obligations to pay the Rentals, to maintain the Leased Premises and to
pay the premiums or charges necessary to maintain or cause to be maintained the insurance required
herein, and to provide the indemnity required herein shall be absolute and unconditional and shall not be
subject to any defense (other than payment) or any right of set-off, counterclaim, abatement or otherwise
except as expressly permitted by this Lease.
Section 4.7 Prohibited Uses.
(a) Lessee shall not allow the Leased Premises to be used for any of the following purposes:
public nuisance;any use violating law; use as a sexually oriented business as defined in the City Code; or
use as an industrial site or to disposal facility.
(b) Lessee shall not knowingly use the Leased Premises for any use that would cause the
bonds used to finance the Baseball Stadium to lose their tax-exempt status. The City shall be responsible
to notify Lessee of any prohibited uses that could cause such a result. If any of the permitted uses
expressly described in Section 4.4 above shall be or become prohibited uses under this Section 4.7(b),
then Lessee may terminate this Lease and the City shall promptly pay to Lessee the Unamortized Portion
of the Lessee's Contribution(measured as of the date of termination).
ARTICLE V
BEGINNING CONDITION,A I VEMENTS
Section 5.1. Beginning Condition. On the Commencement Date, the City shall deliver exclusive and
vacant possession of the Leased Premises to Lessee with all Project Improvements or being
Substantially Complete and in good working order and condition and having been accepted in writing by
Lessee (subject only to minor punch list items which can be completed by the City or the Project
Contractor without interfering with Lessee's operation of the Leased Premises).
Page IS of 43
V Amendcd Restatcd Stadium Lc=7-18-13
Section 5.2.Alterations. Any subsequent alterations, additions,or construction of new improvements on
or in the Leased Premises must be consistent with the permitted uses of the Leased Premises as set forth
in Section 4.4 and must be consistent with the then appearance of the Leased Premises and the uses being
made thereof; and must be approved in advance in writing by the City, such approval not to be
unreasonably withheld; provided, however, that Lessee is not required to obtain the City's prior approval
for (a) non-structural remodeling or installation or removal of Re movables or other trade fixtures and
equipment; (b) temporary improvements or alterations to accommodate particular events; (c) alterations
required to comply with any applicable law or any requirements of the Sanctioning Association; (d)
alterations resulting from restorations or repairs of existing facilities; or(e) any nonstructural alterations
costing less than $100,000, with respect to any single alteration, or $500,000 in any calendar year with
respect to a series of alterations. For the purposes of this Section, routine maintenance, repairs, and
capital improvements of any kind that do not exceed the sum of$100,000 do not require the prior consent
or approval of the City.Notwithstanding the foregoing, Lessee shall have the right to construct additional
facilities upon the Land so long as the same are consistent in exterior appearance with the architectural
theme of the Baseball Stadium, Lessee provides the City reasonable evidence of Lessee's ability to pay
for the same, and so long as the same, when completed, will not have reduced the overall utility of the
Baseball Stadium or weakened or impaired the structural integrity of the Baseball Stadium. For work
requiring the City's approval, Lessee shall submit the plans, specifications and construction drawings to
the City with Lessee's request for approval. Anything to the contrary herein notwithstanding, no such
alterations, additions or improvements shall cause the facilities within the Leased Premises to cease to
qualify as a"project"under Section 4A(i)of Article 5 190.6,Texas Revised Civil Statutes.
Section 5.3. Compliance with Regulatory Requirements. Lessee agrees that all additions and
alterations on or to the Leased Premises constructed by it shall be constructed in accordance with all
applicable ordinances and statutes of Governmental Authority as well as the codes of the City. Lessee
shall, at its sole cost and expense, procure or cause to be procured all necessary building permits, other
permits, licenses and other authorizations required for the lawful and proper addition to or alteration, use,
occupation, operation, and management of the Leased Premises (the City agrees to cooperate with
Lessee's efforts with respect to obtaining such permits, licenses or other authorizations).
Section 5.4.Ownership of Improvements. Provided and for so long as no Event of Default has occurred
hereunder, title to and ownership of the Leased Premises during the Term of this Lease shall be and
remain in the City, except for trade fixtures, furniture,equipment, furnishings and their personal property
installed in or affixed to the Leased Premises by or on behalf of Lessee(collectively, the "Removables"),
all of which shall remain Lessee's sole property. At the expiration or other termination of the Lease, all
alterations, additions, and improvements to the Leased Premises (except for the Removables) must
remain upon and be surrendered with the Leased Premises. Notwithstanding any of the above, so long as
the City consents to assume the obligations of Lessee under any concession agreements, any concession
equipment(other than Re movables)shall remain in the Leased Premises.
Section 5® The City's Right of Inspection. Prior to the City giving or withholding its consent to any
proposed construction, alteration, addition or Capital Repair (as defined herein) to the Leased Premises
requiring such consent as set forth in Sections 5.2 and 7.3 herein, the City may review Lessee's
conceptual design drawings and construction drawings for such construction work, the reasonable, out-
of-pocket costs paid to third parties therefore to be paid by Lessee. Upon completion of any new
construction or alteration or addition to existing improvements for which the City's approval is needed
under the terms of this Lease, Lessee shall obtain a written certification addressed to the City from a
licensed architect or engineer reasonably acceptable to the City stating that the construction has been
Page IS of 43
I'Amended Restated Stadium Lease 7-18-13
completed substantially in accordance with the construction drawings and that, to the best of each
professional's knowledge,the completed improvements are in compliance with all applicable ordinances,
statutes, and the requirements of all Governmental Authority. Additionally, the City may, at its sole
discretion, cost and expense, have the Leased Premises inspected by an inspector qualified to determine
compliance with Major League Baseball facilities' standards and regulations, in order to determine
whether or not Lessee is maintaining the Leased Premises commensurate with Major League Baseball
facilities' standards and regulations and/or whether or not Lessee is maintaining the Leased Premises at a
level commensurate with the Comparable Facilities,as required in Section 6.1.5 herein.
ARTICLE VI
THE OPERATOR'$RIGHTS AND OBLIGATIONS
Section 6.1. Management. Lessee shall be the exclusive manager and operator of the Baseball Stadium
and shall have the exclusive right to contract for its license or use during the Tenn in a manner that will
promote and further the purposes for which the Baseball Stadium has been constructed. Lessee shall do
all things and take all commercially reasonable actions necessary for the operation and maintenance of
the Baseball Stadium as a baseball stadium and entertainment facility in accordance with this Lease and
in a manner generally consistent with the operation and maintenance of the Comparable Facilities as of
the Effective Date, subject to normal we and tear. Without limiting the generality of the foregoing,
Lessee is authorized to and shall:
6.1.1 charge and collect all operating revenue, parking use charges, concession revenue, and
seat and suite use charges for the Baseball Stadium and leased Premises and, in
connection therewith, use all commercially reasonable efforts to obtain all fees, rents and
other amounts due from licensees, concessionaires and other users of the Baseball
Stadium and Leased Premises; and shall cause notices to be served upon such licensees
and other users to quit and surrender space occupied or used by them where desirable or
necessary in the opinion of Lessee and shall ask for,demand,collect and give receipts for
all amounts which at any time may be due from any licensees and other users of the
Baseball Stadium and Leased Premises;
6.1.2 commence,defend and settle in good faith such legal actions and proceedings concerning
the operation of the Baseball Stadium (except for City events) as are necessary or
required in the opinion of Lessee and shall retain counsel in connection therewith;
6.1.3 employ, pay and supervise all personnel that Lessee determines to be necessary for the
Operation of the Baseball Stadium (such personnel, during the course of such
employment, shall b e e mployees of Lessee and shall not be employees of the City);
determine all matters with regard to such personnel, including without limitation,
compensation, bonuses, fringe benefits, hiring and replacement and shall prepare, on its
own behalf and file when due, all forms, reports and returns required by law relating to
the employment of such personnel;
6.1.4 purchase and maintain all materials, tools, machinery, equipment and supplies deemed
necessary by Lessee for the operation of the Baseball Stadium;
6.1.5 maintain the Baseball Stadium in accordance with Comparable Facilities subject to
normal we and tear, and maintain and operate the Baseball Stadium in compliance with
all requirements necessary for the conduct of all home games;
Page 17 of 43
V Amended Restated Stadium Lease 7-PS-13
6.1.6 prepare, coordinate, implement, revise as necessary and administer a preventative
maintenance plan and program for the Baseball Stadium, its machinery and equipment,
and provide a maintenance to for each prior Lease Year;
6.1.7 from and after the Commencement Date, arrange for and provide all utility and other
services for the Baseball Stadium and pay or cause to be paid when due all charges for
water, sewer, gas, light, heat, telephone, electricity, and other utilities and services
rendered to or used on or about the Baseball Stadium (the City and/or the Project
Contractor shall be responsible for arranging and paying for all utility services necessary
for the construction and Final Completion of the Project Improvements Work and for
providing permanent utility services infrastructure and hook-ups for Lessee's use);
provided, however, that the City and Lessee shall cooperate in an effort to obtain the
most favorable rates for electricity and other utility services and, in that regard, if the
City is able to procure such utility services at more favorable rates than Lessee, then the
City and Lessee shall in good faith negotiate and amendment to this Lease whereby the
City will agree to provide such utility services and Lessee will agree to reimburse the
City for all such charges on a pass through basis(and without mark-up by the City);
6.1.8 maintain or cause to be maintained all necessary licenses, permits and authorizations for
the operation of the Baseball Stadium;
6.1.9 furnish to the City such reports and other information concerning the condition of the
Baseball Stadium and operation thereof (excluding any financial operating results or
other information deemed commercially sensitive by Lessee) as may be reasonably
requested from time to time by the City, it being understood, however, that Lessee shall
not be required to generate any special reports but rather just make available to City any
reports already prepared by Lessee in the normal conduct of its business;
6.1.10 procure and negotiate contracts with concessionaire(s) for the operation of consumable
and/or non-consumable concessions at the Baseball Stadium (unless Lessee shall self-
operate such concessions); and
6.1.11 control the issuance of and issue all credentials for events at the Baseball Stadium.
Section 6.2. Promotions and Marketing. Lessee's obligation to operate the Baseball Stadium generally
consistent with Comparable Facilities shall not apply to promotional, event, or marketing activities, and
Lessee shall have the discretion to adopt and implement such promotional and marketing practices as
Lessee deems appropriate for the operation of its business at the Leased Premises.
ARTICLE VII
ADDITIONAL COVENANTS OF LESSOR AND LESSEE
Section 7.1. Maintenance, Operation and Capital Repair Work Expenses of the Leased Premises.
Subject to Section 7.4 herein, Lessee shall, at its sole cost and expense, perform all Capital Repair Work
(as defined herein), maintenance and routine repairs required to keep, maintain, and operate the Leased
Premises, including the interior and exterior, structural and nonstructural portions of the improvements,
in as good repair as exists on the Commencement Date and in compliance with all applicable laws,
regulations, orders and other governmental requirements of Governmental Authority applicable to the
Leased Premises from time to time, and generally consistent with the operation and maintenance
practices of the Comparable Facilities, subject to ordinary wear and tear, uninsured catastrophes, Force
Page 18 of 43
V Amended Restated Stadium Lease 7-18.13
Majeure events, acts of God and events of condemnation. "Capital Repair Work" includes all work
performed and expenses incurred for routine maintenance of the facilities, for capital improvements, and
to repair, restore, replace, enhance, or refurbish any equipment, facility, structure or other component of
the Leased Premises. The City has no maintenance and repair obligations under this Lease and, subject to
the City's obligations as set forth in Section 7.4 below, the City has no obligation to pay any
maintenance, repair,Capital Repair, capital or operating expenses of the Leased Premises.
Section 7.2. Lessee's obligation to pay for maintenance, Capital Repair Work, enhancements and
upgrades of the Leased Premises. Lessee shall spend no less than Three Hundred Fifty Thousand
Dollars ($350,000) annually on maintenance, Capital Repair Work, enhancements and upgrades to the
Leased Premises,as required in Section 7.1 herein,beginning in the year 2013 and through the end of this
amended Lease's Tenn. Notwithstanding the preceding statement, Lessee shall spend an amount greater
than $350,000 annually if necessary in order to maintain the Leased Premises commensurate with Major
League Baseball facilities' standards and regulations and/or at a level commensurate with the
Comparable Facilities, whichever level is determined to be a higher standard by a qualified inspector, as
referenced in Section 5.5 herein.
Section 7.3. Lessee's obligation to provide reports relating to maintenance, Capital Repair Work,
enhancements and upgrades. In addition to Lessee's requirements under Section 5.5 herein, Lessee
agrees annually, on or before October 1, to provide the City (i) a written accounting of all maintenance,
Capital Repair Work, enhancements and upgrades to the Leased Premises paid for and completed by
Lessee in the previous Lease Year pursuant to Section 7.2 herein, for which Lessee requests
reimbursement from City pursuant to Section 7.4 herein, as well as (ii) a proposed schedule for and
estimated budget for proposed maintenance, Capital Repair Work, enhancements and upgrades for the
upcoming year. Such written accounting of all maintenance, Capital Repair Work, enhancements and
upgrades paid for and completed by Lessee in the previous Lease Year shall be subject to the written
approval of the City, such approval not to be unreasonably withheld, conditioned or delayed. Lessee's
proposed schedule for and estimated budget of proposed maintenance, Capital Repair Work,
enhancements and upgrades for the upcoming year also shall be subject to the written approval of the
City, such approval not to be unreasonably withheld,conditioned or delayed.
Section 7.4. City's obligation to reimburse Lessee. Upon City's written approval of Lessee's written
accounting of all maintenance, Capital Repair Work, enhancements and upgrades paid for and completed
by Lessee in the previous Lease Year pursuant to Section 7.2 herein, subject to appropriation by the
Corpus Christi City Council, and subject to Lessee's compliance with all applicable statutory
requirements, City shall reimburse Lessee for such approved expenditures in an amount not to exceed
One Hundred Seventy Five Thousand Dollars ($175,000) annually. Such approved reimbursement by
City shall be paid to Lessee no later than thirty (30) days following the last game or event held at the
Leased Premises of the year following completion of such approved enhancements and upgrades.
Section 7.5. Taxes and Other Charges. Lessee shall pay prior to delinquency, in addition to the
payment of Rentals, each and every lawful cost, expense and obligation of every kind and nature,
foreseen or unforeseen, by reason of Lessee's estate or interest in the Leased Premises or any portion
thereof or by reason of or in any manner connected with or arising out of Lessee's possession, operation,
maintenance, alteration, repair, rebuilding, use or occupancy of the Leased Premises, or any part thereof.
Lessee shall pay and discharge, prior to the delinquency thereof, all lawful assessments,ad valorem taxes,
sales taxes, business and occupation taxes, occupation license taxes, water charges, sewage disposal
charges, or other utility charges imposed on the Leased Premises and Lessee's use and occupancy of the
Leased Premises, and all other governmental taxes, impositions, and charges of every kind and nature,
ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any
Page 19 of 43
I'Amended Restated Stadium,Lease 7'-18-13
of the foregoing, and all applicable interest and penalties, if any, which at any time during the Term
becomes due and payable by Lessee because of its rights or obligations under this Lease and which is
lawfully levied, assessed or imposed on Lessee or its interest in the Leased Premises under or by virtue of
any present or future law, statute, ordinance, regulation or other requirement of any Governmental
Authority, whether federal, state, county, city, municipal, school or otherwise. Lessee, upon written
notice to the City, may contest in good faith any such tax, imposition,charge or assessment levied by any
Governmental Authority (other than water charges or sewage disposal charges), and in such event may
permit such tax, imposition, charge or assessment(other than water charges or sewage disposal charges)
to remain unsatisfied during the period of such contest and any appeal, provided, however, that prior to
the commencement of such contest Lessee shall demonstrate to the City either (a) that Lessee will have
sufficient funds to pay such assessment if the contest is unsuccessful (as determined to be acceptable in
the sole discretion of the City)or(b)that Lessee has deposited into a separate escrow account funds equal
to the contested amount, together with the anticipated interest and penalties, if y, that would be
incurred in the event of an unfavorable disposition. Lessee also shall pay or cause to be paid all lawful
charges for gas, water, sewer, electricity, light, heat, power, telephone, and other utilities and services
used, rendered or supplied to, upon or in connection with the Leased Premises (Lessee to pay or cause to
be paid all of such charges directly to the provider thereof except to the extent any of the same are
provided by the City as contemplated by Section 6.1.8 above). Lessee shall furnish to the City promptly
upon request, proof of the payment or timely contest of any such tax, assessment or other governmental
or similar charge, or any utility charge which is payable by Lessee, or evidence of the deposit of such
funds into a reserve account, all as set forth above. Notwithstanding the foregoing, in the event the
Leased Premises is not exempt from property taxation due to any failure of the City, then the City shall
be solely responsible for such tax. Furthermore, in the event a Targeted Tax is ever imposed by the City,
then Lessee shall be entitled to a credit against all Rentals then due and thereafter becoming due so as to
enable Lessee to recapture the amount of the Targeted Tax paid by Lessee; provided, that, in the event
there are insufficient Rentals due and to become due hereunder to enable Lessee to recapture through
offset against the Rentals the amount of Targeted Tax paid by Lessee, the City shall directly pay to
Lessee the amount of such excess Targeted Tax within thirty (30) days following Lessee's submittal to
the City of the payment of the Targeted Tax and an invoice for the reimbursement therefore. The
provisions of this paragraph shall expressly survive the expiration or sooner termination of this Lease.
Section 7.6. Liens and Encumbrances. Lessee covenants and agrees that, except for this Lease, it will
not create or suffer to be created by, through or under Lessee any lien, encumbrance or charge upon the
Leased Premises. Lessee shall satisfy or cause to be discharged, or will make adequate provision to
satisfy and discharge, within sixty( )days after the same occurs,all such claims and demands for labor,
materials, supplies or other items which, if not satisfied, might by law become a lien upon the Leased
Premises or any part thereof. If any such lien is filed or asserted against Lessee or the Leased Premises
by reason of work, labor, services or materials supplied or claimed to have been supplied on or to Lessee
or the Leased Premises at the request or with the permission of Lessee or of anyone claiming under it,
Lessee shall, within sixty ( 0) days after it receives notice of the fling thereof or the assertion thereof
against the Leased Premises, cause the same to be discharged of record, or effectively prevent the
enforcement or foreclosure thereof,by contest, payment,deposit,bond,order of court or otherwise.
Section .7 Franchise Liens. Lessee may, at any time or from time to time, grant liens upon the Tea
anlor any and all ownership or franchise rights Lessee has in or with respect to the Team; provided,
however, that to ensure the continued compliance with the Non-Relocation agreement (and the other
Project related documents to which Lessee or the Team is a party), by Lessee or the Team or any other
person who acquires the franchise by transfer, foreclosure,or otherwise at any time during the terin of the
Lessee license agreement, any such liens shall (i) be made or granted in compliance with and subject to
the requirements and obligations of Lessee pursuant to this Lease and the Non-Relocation agreement and
Page 20 of
I'Amended Restated Stadium Lease 7-18-13
(ii) provide that any person who acquires the franchise pursuant to any foreclosure or other transaction
under any such liens shall take the franchise strictly subject to and assume the requirements and burdens
imposed on Lessee pursuant to this Lease and the Non-Relocation Agreement. Upon any such granting
of such liens, Lessee shall obtain from each such lien holder a written acknowledgment and acceptance of
the terms, provisions, and restrictions contained herein and shall provide an executed copy thereof to the
City and shall state in the instruments creating and perfecting such lien that any transfer is subject to the
to herein. In the event involuntary liens or material encumbrances are placed on the franchise that,
upon foreclosure, would result in a violation hereof, Lessee will use its good faith efforts to promptly
remove such liens or material encumbrances after reasonable contest periods.
Section 7.8. Surrender of Possession. Upon the termination of this Lease, Lessee shall surrender the
Leased Premises (including all improvements thereon) to the City in a condition which would have been
in compliance with the maintenance requirements of Section 7.1 of this Lease had the Lease not
terminated,reasonable wear and tear and damage b y e asualty and condemnation excepted.
Section 7.9. Operation. Lessee agrees to operate and maintain the Leased Premises throughout the Term
in a condition necessary to conduct the permitted uses described in Section 4.4, consistent with the
general quality of operations at Comparable Facilities. Except as provided herein, Lessee may not assign
any rights, duties or obligations to operate and maintain the Leased Premises throughout the Term to any
party, other than its Affiliates, without the prior written consent of the City. The City acknowledges that
the foregoing does not prohibit Lessee from contracting with third parties to provide services such as
concessions,security,janitorial and similar services.
Section 7.10. Right of Lessee to Revenues. Except as provided in Section 7.16, Lessee shall be entitled
to, and is hereby granted the exclusive right to, contract for, collect, receive and retain all gross income
and revenues and other consideration of whatever kind or nature realized by, from or in connection with
the Leased Premises, including, without limitation, all gross revenues, royalties, license fees, concession
fees and income and receipts of any nature, including, without limitation, those arising from (a) all
advertising rights,(b)all broadcast rights,(c)parking,(d)promotion of events at the Leased Premises,(e)
the sale of food, beverages, merchandise, programs and other goods and wares of any nature whatsoever
at the Leased Premises, (f)all naming rights,and (g)all telecommunications rights. Lessee shall have the
right, without the prior consent of the City, to sell or grant rights to purchase future tickets for reserved
seats,club seats and luxury suites, including personal seat licenses(collectively,"Seat Rights"). All Seat
Rights shall be subject and subordinate to the provisions of this Lease and shall not survive the
termination or expiration of this Lease. The Lessee shall have no responsibility or obligation to sell Seat
Rights and the City shall not have any liability or responsibility to assure the sale of Seat Rights. Lessee
shall be entitled to, and is hereby granted the exclusive right to, collect, receive and retain all gross
income and revenues and other consideration of whatever kind or nature (but excluding any Targeted
Taxes) realized by, from or in connection with the sale or other distribution of Seat Rights, tickets or
passes(including general admission) for any seats in the Leased Premises.
Section 7.H. Naming and Other Rights. Lessee shall have the full right to provide a name or names for
the Baseball Stadium during the Term of this Lease; provided,however,that,except for city names which
are incorporated into the brand name of any nationally or regionally offered product or service (such as,
by way of example and not limitation, "Seattle's Best" coffee, "Milwaukee's Best" beer or "Boston
Market" foods), Lessee shall display no reference to any county or to any city other than the City in any
signage,advertising,and other identification monuments or visible media containing the name used by or
identifying the Baseball Stadium facility on the Leased Premises. Lessee agrees to use a name for the
Baseball Stadium that is appropriate for a City-owned facility. Within ten (10) days after the Lessee's
disclosure to the City of the name of the Baseball Stadium, the City shall have the right to disapprove and
Page 21 of 43
I'Amended Restated Stadium Le we 748-13
thus prohibit such name for the Baseball Stadium (including the name for the concourses or other part of
the Baseball Stadium) if the City Council reasonably deems such name to be in bad taste or offensive to
the City's image or a potential source of embarrassment to the City. Any advertising, documents or
media information prepared by or within the control of Lessee describing any event at the Baseball
Stadium shall identify the City as the location of the Baseball Stadium. Without limiting the foregoing,
Lessee shall have the exclusive right to contract with any person with respect to use and enjoyment of
such name for the Baseball Stadium and the exclusive right to enter into agreements with others whereby
such others may display names, logos, trademarks, advertisements, slogans, emblems, brand names, and
the like in or about the Leased Premises. Lessee reserves the right to change the name of the Baseball
Stadium from time to time. Lessee also retains exclusive rights of control over, and the right to grant to
others, the rights to broadcasts to and from the Leased Premises, regardless of the medium used (e.g.,
television, radio, internet, satellite) and all revenues therefrom. Any agreement executed by Lessee that
sells the right t o n ame the Baseball Stadium shall provide that should the party to who said right has
been sold perform or be the subject of any Act of Bankruptcy, Lessee shall have the right to immediately
terminate such agreement and have the right to seek a new agreement with respect to the naming rights
for the Baseball Stadium. Any expenses incurred by Lessee in the marketing or sale of naming rights
shall not be considered an operation or maintenance expense of the Baseball Stadium. Notwithstanding
anything herein to the contrary,the naming rights shall be subject to and subordinate to this Lease.
Section 7.12. Advertising Content. Lessee agrees that no advertising shall be allowed on the Leased
Premises for sexually oriented businesses as defined in the City Code or for political candidates or issues.
Section 713. Notification of Events of Default. Lessee covenants and agrees that it will promptly notify
the City of the occurrence of an Event of Default specifying the details of such Event of Default and the
action that Lessee proposes to take with respect thereto.
Section 7.14. The City to Provide Scoreboard. The City shall provide and install at the Baseball
Stadium, at its cost and expense and as part of the City's Contribution, a scoreboard approved by Lessee
and meeting the Minimum Stadium Requirements and the requirements of the Sanctioning Association
and of at least the quality of scoreboards at Comparable Facilities.
Section 7.15. The City's Right of Entry and Inspection. Upon reasonable prior notice to Lessee (and
not less than 48 hours in non-emergency situations), the City shall have the unrestricted right to enter
upon the Leased Premises,for the purpose of inspecting the same and veri ing Lessee's compliance with
the terms and conditions of this Lease.
Section 7.16. Use of Leased Premises. Lessee will allow local baseball teams, on terms acceptable to
Lessee to use the Leased Premises. Lessee will also allow the City, from time to time(but not more often
than 10 times per Lease Year or 5 times during any single baseball season), the use of the Leased
Premises for the conduct of City sponsored programs free of charge except that the City shall be
responsible for all costs of operating the Baseball Stadium for such City sponsored programs and for all
damage caused thereby and all janitorial, security, traffic control, and other services needed as a
consequence thereof. These dates shall be determined in advance through negotiation of Lessee and the
City. It is agreed that baseball games of the Team will be given priority if there is a conflict in dates (in
no event shall the City have the right to use the same on any day during which a baseball game of the
Team is scheduled). Additionally, the City shall be entitled to use the meeting facilities in the Baseball
Stadium on an as available is and free of charge except that the City shall reimburse Lessee for any
and all direct expenses associated with such use. The City and Lessee agree to use commercially
reasonable efforts to coordinate the scheduling of non-sports events at the Baseball Stadium and the
City's Multi-Purpose Arena, both City tax supported facilities,to the maximum extent practicable.
Page 22 of 43
V Amended Restated Stadium Lease 7-18-13
Section 7.17. Sales Taxes; Location of Ticket Office. The City and Lessee intend for all municipal
sales taxes arising from ticket sales for taxable amusement services at the Baseball Stadium are to be
allocated to the City, as specifically required by 34 Texas Administrative Code § § 3.298(a)(1)(C) and
3.374; provided, however, nothing herein shall be deemed to prohibit or restrict Lessee for effecting sales
of tickets through offices or services which are not located in the City. Should Lessee do so, Lessee shall
in good faith attempt to do so in a manner which permits the City to collect the sales taxes generated
therefrom. In all events,all telephone solicitations and sales shall be made in a manner which permits the
City to collect the sales taxes generated therefrom.
Section 7.18. Obligation to Provide Professional Baseball Team. Lessee agrees that during the Term
of this Lease that it will ensure that the Team continuously uses the Leased Premises for all of its home
games (subject to temporary changes in "home" vs. "away" status as may be directed from time to time
by the Sanctioning Association). The Team will initially be either a double-A or triple-A team (or the
equivalent thereof sanctioned by the Sanctioning Association) which is affiliated with a Major League
Baseball team. All home games of the Team during the Term shall be played at the Leased Premises
(subject to temporary changes in "home" vs. "away" status as may be directed from time to time by the
Sanctioning Association). If Lessee shall lose or relinquish its baseball franchise, league affiliation, or
player development contract, the Lessee shall continue to be obligated to field a team sanctioned by a
Sanctioning Association which is affiliated with Major League Baseball at the Leased Premises. Failure
to provide said Team will be considered as a Lessee Default under Section 11.3.
Section 7.19. Concession Improvements; Access. Lessee shall cause the Concession Improvements to
be constructed at Lessee's sole cost and expense and as part of Lessee's Contribution. Concession
Improvements shall be of a quality generally consistent with concession improvements at Comparable
Facilities. The City agrees that Lessee and its agents, contractors, sublessees, licensees, and
concessionaires shall, subject the requirements of the City's insurers, have the right of access, for
themselves and their authorized representatives, to the Leased Premises, without charges or fees or the
commencement of Rentals hereunder, and at normal construction hours during the construction period,
for the purposes of determining compliance with this Lease, construction and installation of any
Concession Improvements, construction and installation of any interior tenant finish work and other
normal and customary construction related business, and equipping locker room and related facilities for
Lessee. Lessee agrees not to hinder or interfere with the Project Improvement Work or the activities of
the City's contractors.
Section 7.20. Security and Traffic Control. Lessee shall provide such on-site traffic control and
security as is reasonable necessary to direct traffic to and from events at the Baseball Stadium. Subject to
Lessee's payment of the City's customary charges for similar activities,the City will provide such off-site
traffic control and security as is reasonably necessary to direct traffic to and from events at the Baseball
Stadium at a level of service comparable to that provided to other venues within the City. The Parties
shall cooperate in good faith to develop a traffic control management plan to facilitate the ingress and
egress of traffic to and from events at the Baseball Stadium; provided, however,that the Parties are under
no obligation under the preceding clause to incur any costs in excess of costs otherwise required by this
Lease.
Section 7.21. Records. For a period of three (3) years after the end of the Lease Year to which they
pertain, Lessee shall keep and maintain in the City complete and accurate attendance records for the
Baseball Stadium. The City(including accountants and attorneys designated by the City)shall be entitled
to inspect such records during the Term of this Lease and thee (3)years thereafter at Lessee's office, at
all reasonable times upon not less than forty-eight(48)hours' notice.
Page 23 of 43
1"Amended Restated Stadium Lease 7-18-13
Section 7.22. City Tickets to Events. Lessee agrees that the City shall be provided with 12 tickets and
customary parking passes to events held at the Baseball Stadium,the location of such tickets are to be at a
mutually agreeable place within the highest priced general admission seating in the stadium. The use of
such tickets shall be administered by the City's Convention and Visitors Bureau and shall be provided
without cost.
Section 7.23. Hurricane Preparedness. If the Corpus Christi area is threatened by a hurricane or some
other emergency situation, Lessee shall comply with all lawful orders of the City Manager under the
City's hurricane preparedness plan.
Section 7.24. Sanitary Sewer. Provided the systems incorporated into the Project Improvements permit
it to do so, Lessee shall operate its sanitary sewer facilities in accordance with the City Code of
Ordinances, Section 13-201 and City Code of Ordinances, Chapter 55, Article X1, Commercial and
Industrial to Disposal and Pretreatment,as the same may be amended.
Section 7.25. Parking Area Sublease. The City covenants and agrees that it will enter into the Parking
Area Sublease covering the Parking Area in form and substance acceptable to Lessee and will cause the
Parking Area improvements described in the Parking Area Sublease to be complete and available for
Lessee's use on or before the Target Substantial Completion Date.
ARTICLE VIII
INSURANCE AND CONDEMNATION
Section 8.1. Lessee's Insurance. Unless otherwise expressly provided below, commencing on the
Commencement Date or any earlier occupation of the Leased premises by Lessee or its contractors as
provided herein, Lessee covenants that it shall maintain in effect at all times during the full Term of this
Lease, insurance coverages with limits not less than those set forth below with insurers licensed to do
business in the State of Texas and acceptable to the City and under forms of policies satisfactory to the
City. Lessee shall maintain such insurance coverages at its sole cost and expense. The City shall be
under no obligation to maintain any such insurance coverage should Lessee be found to be in default
under this Article Vill. None of the requirements contained herein as to types, limits or the City's
approval of insurance coverage to be maintained by Lessee are intended to and none shall in any manner
limit, qualify or quantify the liabilities and obligations assumed by Lessee under this Lease or otherwise
provided by law.
Section 8.2. Workers' Compensation Insurance. Lessee shall provide Workers' Compensation
insurance in the limits required by State law.
Section 8.3. Employers' Liability Insurance. Lessee shall provide Employers' Liability insurance in
minimum coverage amounts of 5500,000. This policy shall include a waiver of subrogation in favor of
the City.
Section 8.4. Commercial General Liability: Bodily Injury/Property Damage. Lessee shall provide
Commercial General Liability: Bodily Injury/Property Damage insurance coverage in the amount of
$1,000,000 for each occurrence or equivalent; subject to a $2,000,000 aggregate. Such commercial
general liability policy shall be on an occurrence form reasonably acceptable to the City, endorsed to
include the City as an additional insured,contain cross-liability and severability of interest endorsements,
state that this insurance is primary insurance as regards any other insurance carried by the City,and shall
Page 24 of 43
V Amended Restated Stadium Lease 7-1843
include the following coverages: (a) Premises/Operations; (b) independent Contractors; (c) Broad Form
Contractual Liability specifically in support of, but not limited to, the Indemnification section of this
Lease; and(d) Personal Injury Liability with the employee and contractual exclusions removed.
Section 8.5 Builder's Risk. Lessee shall provide Builder's Risk Insurance covering all insurable risks
with respect to its build out obligations with limits reasonably acceptable to the City (with such limits to
in no event exceed the replacement value of all insurable improvements comprising the Minimum Lessee
Improvement Requirements).
Section 8.6. Comprehensive Automobile Liability. Lessee shall provide Comprehensive Automobile
Liability insurance for bodily injury and property damage in the amount of$1,000,000 combined single
limit of liability. This policy shall be on a standard form written to cover all owned, hired and non-owned
automobiles.
Section .7® Umbrella Excess Liability Insurance. Lessee shall provide Umbrella Excess Liability
Insurance; Bodily Injury/Property Damage (Occurrence Basis) in the amount of $10,000,000 per
occurrence and aggregate. This policy shall be written on a following form umbrella excess basis above
for the coverages described in Sections 8.3, 8.4, 8.5, 8.6 and 8.7 above and shall be endorsed to include
the City as additional insured(to the extent such additional insured designation is commercially available
for such umbrella excess liability coverage).
Section 8.8. The City's Property. The City shall, at its expense, procure and keep in force, at all times
during the to of this Lease with an insurer or insurers licensed to do business in the State a hazard and
casualty insurance policy on the Leased Premises insuring it against loss and damage by fire, collapse,
aircraft and all other perils which may be insured against under multi-peril policies available on
commercially reasonable terms. Such policy shall be in an amount of not less than one hundred percent
(100%) of the insurable replacement cost of the Leased Premises and all improvements therein
(excluding, however,all of Lessee's personal property).
Section 8.9.Evidence of Insurance. Evidence of the insurance coverage required under this Article Vill,
represented by Certificates of Insurance issued by the insurance carrier, must be furnished to the
requesting party prior to the commencement of the Term of this Lease. Certificates of Insurance shall
specify the additional insured status required above as well as the waivers of subrogation. Such
Certificates of Insurance shall state that the parties will be notified in writing thirty (30) days prior to
cancellation, material change or non-renewal of insurance. Each party shall provide to the other a
certified copy of any and all applicable insurance policies upon request.
Section 8.10. InsuranceRequirements for Lessee's Contractors and Subcontractors.
(a)General Requirements. Subject to the City's right to waive such requirements for a contractor or
subcontractor at the City's sole discretion, insurance similar to that required of Lessee with limits
reasonably acceptable to the City shall be provided by or on behalf of all contractors and their
subcontractors to cover their operations performed for Lessee. The Commercial General Liability policy
outlined in Section 8.4 will be extended to include Completed Operations coverage for any contractor
doing construction work on the Leased Premises. Lessee shall consult with the City with respect to such
matters to determine if the City desires to waive such requirements for a contractor or subcontractor.
Lessee shall maintain Certificates of Insurance from all contractors and their subcontractors enumerating,
among other things,the waivers in favor of, and insured status of, the City as required herein, and Lessee
shall provide to the City a copy of each Certificate of Insurance from each contractor and subcontractor if
requested by the City.
Page 25 of 43
I'Amended Rcstated Stadium Lease 7-18-13
(b) Subcontractors. The term "subcontractor(s)" for the purposes of this Lease shall include
subcontractors, consultants,or sub-operators of any tier.
Section 8.11. Release and Waiver. TO THE EXTENT PERMITTED BY LAW, AND WITHOUT
AFFECTING THE INSURANCE COVERAGE E E MAINTAINED
HEREUNDER, S OR AND LESSEE A ALL RIGHTS OF RECOVERY,
CLAIM,ACTION OR CAUSE F ACTION AGAINST E Y( ) DAMAGES
FOR INJURY OR DEATH PERSONS, ( ) DAMAGE TO PROPERTY, OR (C) CLAIMS
ARISING BY REASON ANY OF THE FOREGOING, TO THE EXTENT THAT SUCH
DAMAGES AND/ CLAIMS (i) ARE COVERED ( Y TO THE EXTENT OF SUCH
COVERAGE WITHOUT A CI ) BY INSURANCE ACTUALLY
CARRIED BY THE PARTY G OR ASSERTING SUCH Y,
CLAIM, ACTION OR CAUSE ACTI (ii) WOULD BE INSURED AGAINST UNDER
THE TERMS OF ANY INSURANCE REQUIRED E CARRIED UNDER THIS LEASE BY
PARTY THE I ASSERTING SUCH EC V Y, CLAIM, ACTION
OR CAUSE ACTION. THIS PROVISION IS INTENDED (i) RESTRICT EACH PARTY
(IF AND TO THE EXTENT PERMITTED BY LAW) TO RECOVERY AGAINST INSURANCE
CARRIERS TO THE EXTENT OF SUCH COVERAGE AND N
OF SUCH COVERAGE), FOR THE BENEFIT OF EACH , RIGHTS / CLAIMS
WHICH MIGHT S A RIGHT OF SUBROGATION IN ANY INSURANCE
CARRIER A (ii) GIVE EACH I FOREGOING
NOTWITHSTANDING ALU Y THE OTHER I TAI
INSURANCE REQU IS LEASE. THE PROVISIONS IS ARTICLE 8.11
ARE NOT INTENDED TO LIMIT T CLAIMS OF THE LESSOR OR LESSEE TO THE
FACE AMOUNT OR COVERAGE INSURANCE IES HEREIN PROVIDED
FOR OR TO EVIDENCE T Y EITHER PARTY Y CLAIM FOR
DAMAGES IN EXCESS OF THE FACE AMOUNT OR COVERAGE Y OF SUCH
INSURANCE I S. NEITHER THE ISSUANCE ANY INSURANCE POLICY
REQUIRED UNDER, OR THE MINIMUM LIMITS SPECIFIED IN, ARTICLE VIII WITH
RESPECT SS 'S OR LESSOR'S INSURANCE COVERAGE
LIMIT EST ICT IN ANY WAY LESSEE'S OR LESS 'S LIABILITY ARISING
OR OUT OF THIS LEASE. Lessee shall cause each of its contractors entering upon the Leased
Premises for the purpose of conducting work thereon or therein to similarly waive its rights of recovery
and subrogation against the City.
Section 8.12. Insurers and Policies. Each insurance policy required by Article V11 shall be issued by an
insurer(or insurers) which is financialIy responsible, of recognized standing and rating acceptable to the
City (but not exceeding the requirements the City imposes on contractors working on City property)and
authorized to issue such policy of insurance in the State of Texas; (b)shall be in such form and with such
provisions as are reasonably acceptable to the City and Lessee for the type of insurance involved; and (c)
shall prohibit cancellation or substantial reduction of coverage by the insurer without at least thirty (30)
days prior written notice to the parties. Evidence of these coverages represented by certificates of
insurance issued by the insurance carrier must be furnished prior to commencement of the Term and must
be kept current throughout the Term. None of the requirements contained herein as to types, limits or
approval of insurance coverage are intended to and shall not in any manner limit, qualify, or quantify the
liabilities and obligations assumed by the parties under this Lease or otherwise provided by law.
ARTICLE I
INDEMNIFICATION
Page 26 of 43
1'Amended Restated Stadium Lease 7-1&13
Section 9.1. Indemnification.
(a) Lessee shall, except as provided in the following paragraph of this Section 8.1(a) defend, protect,
indemnify and hold the City and its officers, directors, employees, and agents harmless from and against
any and all liabilities, damages, suits, claims and judgments of any nature (including, without limitation,
reasonable attorneys' fees and expenses), arising from or in connection with any injury to or death of a
Person or any damage to property resulting from, arising out of or in connection with (i) the use or
occupancy of the Leased Premises on or after the Commencement Date or (ii) the negligence or willful
act of Lessee or Lessee's contractors, employees, officers, directors, agents or invitees. Notwithstanding
the provisions of the preceding paragraph, Lessee shall not be liable for any liabilities, damages, suits,
claims and judgments of any nature (including, without limitation, reasonable attorneys' fees and
expenses)arising from or in connection with:
(1) Any injury to or death of a person or any damage to property (including loss of use) to the extent of
the negligence or willful act of the City,its employees,officers,directors,contractors,agents or invitees;
(2)The City's violation of any provisions of this Lease or any applicable Governmental Authority or deed
restriction or insurance policy, now or hereafter in effect and applicable to the City;
(3) The existence of any Hazardous Materials in, on or under the Leased Premises prior to the
Commencement Date;or
(4) Any environmental event caused by the City or any of its employees, officers, directors, contractors,
agents or invitees.
(b) To the maximum extent permitted by State law, the City shall, except as provided in the following
paragraph of this Section 9.1(b), defend, protect, indemnify and hold Lessee and its officers, directors,
employees, and agents harmless from and against any and all liabilities, damages, suits, claims and
judgments of any nature (including, without limitation, reasonable attorneys' fees and expenses), arising
from or in connection with any injury to or death of a person or any damage to property resulting from,
arising out of or in connection with (i) the use or occupancy of the Leased Premises prior to the
Commencement Date, except to the extent any such liability, damage suit, claim or judgment arises from
the use or occupancy of the Leased Premises by Lessee for constructing and installing any Concession
Improvements or any other Lessee improvements as required under this Lease, (ii) the use or occupancy
of the Leased Premises for City events subsequent to the Commencement Date as contemplated by
Section 7.16 hereof, or(iii)the negligence or willful act of the City or the City's contractors, employees,
officers, directors, agents or invitees. Notwithstanding the provisions of the preceding paragraph, the
City shall not be liable for any liabilities, damages, suits, claims and judgments of any nature (including,
without limitation, reasonable attorneys' fees and expenses)arising from or in connection with:
(1) Any injury to or death of a person or any damage to property (including loss of use) to the extent of
the negligence or willful act of Lessee, its employees,officers,directors,contractors, agents or invitees;
(2) Lessee's violation of any provisions of this Lease or any applicable Governmental Rules or deed
restriction or insurance policy,now or hereafter in effect and applicable to Lessee;
(3) Any Hazardous Materials that are introduced to the Leased Premises after the Commencement Date
by Lessee,or any of its employees,officers,directors,contractors,or agents;or
(4)Any environmental event caused by Lessee or any of its employees, officers, directors,contractors, or
agents.
Page 27 of 43
I'Amended Restated Stadium Lease 7-18-13
The provisions of this Section 9.1 are solely for the benefit of the City and Lessee and are not intended to
create or grant any rights,contractual or otherwise,to any other person.
Section 9.2. Indemnifi cation Procedures. I n c ase any claim shall be brought or, to the knowledge of
any indemnitee, threatened against any indemnitee in respect of which indemnity may be sought, such
indemnitee shall promptly notify the other in writing; provided, however, that any failure so to notify
shall not relieve the indemnitor of its obligations under Section 9.1 unless (i) such failure so to notify
precludes investigation and defense of such claims as a matter of law, and (ii) the indemnitor does not
otherwise have knowledge, either actual or constructive, of such claim. The indemnitor shall have the
right (and obligation, subject to the terms below) to assume the investigation and defense of all claims,
including the employment of counsel, reasonably acceptable to the indemnitee, and the payment of all
expenses. Each indemnitee shall have the right to employ separate counsel in any such action and
participate in the investigation and defense thereof, but the fees and expenses of such counsel shall be
paid by such indemnitee unless (i) the employment of such counsel has been specifically authorized by
indemnitor, in writing, (ii) indemnitor has failed after receipt of notice of such claim to assume the
defense and t o e mploy counsel, or (iii) the named parties to any such action (including any impleaded
parties) include both parties, and the indemnitee, after consultation with its counsel, reasonably believes
that there may be one or more legal defenses available to it which are different from or additional to those
available to the indemnitor (in which case, if such indemnitee notifies the indemnitor in writing that it
elects to employ separate counsel at indemnitee's expense, indemnitor shall not have the right to assume
the defense of the action on behalf of such indemnitee; provide, however, that indemnitor shall not, in
connection with any one action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegation or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys for the indemnitee, which firm shall be
designated in writing by the indemnitees). Each indemnitee shall cooperate with the indemnitor in the
defense of any action or claim. The indemnitor shall not be liable for any settlement of any action or
claim without its consent, but if any such action or claim is settled with the consent of the indemnitor or
there be final judgment or agreement for the plaintiff in any such action or with respect to any such claim,
the indemnitor shall indemnify and hold han-niess the indemnitees from and against any damages by
reason of such settlement or judgment.
Section 9.3. Survival Right to Enforce.The provisions of this Article IX shall survive the termination of
this Lease. In the event of failure by an indemnitor to observe the covenants, conditions and agreements
contained in this Article IX, any indemnitee may take any action at law or in equity to collect amounts
then due and thereafter to become due, or to enforce performance and observance of any obligation,
agreement or covenant of the indemnitor under this Article I . Except as otherwise provided in Article X
below,the obligations of the parties under this Article IX shall not be affected by any assignment or other
transfer of its rights, titles or interests under this Lease and will continue to inure to the benefit of the
indemnitees after any such transfer.
ARTICLE X
ASSIGNMENTS; LEASEHOLD MORTGAGES
Section 10.1. Assignment and Subleasing.
(a) Except as provided below, Lessee shall not assign or sublet its interest in this Lease or any of its rights
or obligations hereunder without the prior written consent of the City, which consent may b e g ranted or
withheld if in the City's sole judgment such assignment or subletting might materially and adversely
affect the financial condition or operations of the Baseball Stadium.
Page 28 of 43
I'Amended Restated Stadium Lease 7-18-13
(b)Notwithstanding the foregoing, without the City's consent Lessee shall have the right upon thirty (30)
days prior written notice to the City to assign its interest in this Lease(i)to any Affiliate of Lessee, or(ii)
in connection with a merger or consolidation of Lessee with another entity so long as, following such
transaction, the successor entity's financial creditworthiness is equal to or greater than that of Lessee as
of the Commencement Date.
(c) Notwithstanding the foregoing, without the City's consent, Lessee shall have the right upon thirty
(30)days prior written notice to the City to assign its interest in this Lease in connection with a sale of the
Team or a sale by Lessee of all or substantially all of its assets, in a single transaction or a series of
transactions, and where such purchaser's net worth (determined in accordance with generally accepted
accounting principles) is, following such purchase, equal to or greater than that of the Lessee as of the
Commencement Date and where such purchaser's acquisition of the Team (or of all or substantially all of
Lessee's assets)has been approved by the Sanctioning Association.
(d) Upon any assignment or transfer as described in paragraphs (b) or (c) above, the assignor shall be
released from liability under this Lease (other than any liabilities arising or accruing prior to the date of
assignment).
Section 10.2. Notice of Intent. If Lessee shall, at any time during the Term,desire to assign this Lease or
sublet all or part of the Leased Premises to a party (other than as permitted without the City's consent
under Section 10.1 above), Lessee shall give notice thereof to the City, which notice shall be
accompanied by: (a) a conformed or photo static copy of the proposed assignment or sublease; (b) a
statement setting forth, in reasonable detail, the identity of the proposed assignee or sublessee and the
nature of its business;(c)current financial information with respect to the proposed assignee or sublessee,
including its most recent financial statement(which may take into account the effects of the transfer);(d)
banking and business references of the proposed assignee or sublessee; and (e) evidence satisfactory to
the City that the proposed assignee or sublessee has been approved by a Sanctioning Association to own
and operate a minor league baseball team and have its home games played at the Baseball Stadium.
Section 10.3. Conditions Upon the City's Consent to Assignment. In the event that Lessee complies
with all of the provisions of Section 10.2 and provided no Event of Default then exists,the City's consent
to a proposed assignment shall not be unreasonably withheld or delayed, provided and upon condition
that: (a) The proposed assignee or sublessee is a reputable person or entity of good standing in the
business community and with financial worth (after giving effect to the transfer) not less than that of
Lessee as of the date hereof, and the City has been furnished with reasonable proof thereof; (b) The
proposed assignment shall be in a form reasonably satisfactory to the City and shall comply with the
provisions of this Lease; and (c) Lessee shall reimburse the City on demand for any costs and overhead
that may be incurred and substantiated by the City in connection with said assignment or sublease,
including the costs of making investigations as to the acceptability of the proposed transferee and
reasonable legal costs incurred in connection with the granting or withholding of any requested consent.
If the foregoing conditions to an assignment are satisfied and the assignment is made, then upon such
assignment the named Lessee herein shall be released herefrom with respect to obligations, covenants,
and agreements to be observed and performed by the Lessee under this Lease after such date.
Section 10.4. Subleases and Cone sion Arrangements. Notwithstanding the foregoing, Lessee shall
have the right to enter into such subleases of portions of the Leased Premises and concession
arrangements as Lessee may desire, all without consent from the City so long as each such sublease or
concession arrangement provides that it is expressly subject and subordinate to this Lease.
Page 29 of 43
V Amended Restated Stadium Lease 7-18-13
Section 10.5. Leasehold Mortgages. Lessee shall have no right to encumber by mortgage, deed oft st,
security agreement or other instrument in the nature thereof(collectively, a"Mortgage") or otherwise to
encumber or affect in any way the titles, interests, or estates of the City in or to the Land or the Leased
Premises, but Lessee may encumber Lessee's right to use and occupy the Leased Premises, the leasehold
estate created hereby, any right, title and interest in and to any and all improvements constructed on the
Leased Premises,or Lessee's receivables, accounts, or revenue streams from,and equipment and fixtures
in,the Leased premises,all without the need for obtaining the City's consent.
ARTICLE X1
DEFAULT
Section 11.1. City Default. The occurrence of any of the following shall be an"Event of Default"by the
City or a "City Default": (a) The failure of the City to pay any of its monetary obligations under this
Lease when due and payable under this Lease if such failure continues for thirty (30) days after Lessee
gives notice to the City that such amount was not paid when due; (b)Abandonment of the Project by the
City or any termination, in whole or in part, of any of the Project Construction Contract or any of the
work thereunder by the City without the consent of Lessee unless pursuant to a right of termination based
upon the existence of an event of default under such Project Construction Contract;(c) Any suspension of
the Project Improvements Work by the City for longer than sixty (60) consecutive days or one hundred
twenty (120) days in any three hundred sixty-five (365) day period for any reason other than Force
Majeure; (d) The failure of the City to substantially perform or substantially observe any of the
obligations, covenants or agreements to be performed or observed by City under this Lease within thirty
(30) days after notice from Lessee of such failure; provided, however, that if such performance or
observance cannot reasonably be accomplished within such thirty (30) day period, then no Event of
Default by the City shall occur unless the City fails to commence such performance or observance within
such thirty(30)day period and fails to diligently prosecute such performance or observance to conclusion
thereafter; provided further, however, that if such performance or observance has not been accomplished
within one hundred twenty (120) days after notice from the Lessee to the City of such failure
(notwithstanding the City's diligent prosecution of its curative efforts), then such failure shall constitute
an Event of Default by the City hereunder; (e) the occurrence of an event of default, however
denominated, by the City under the Parking Sublease;or(f)The occurrence of an Act of Bankruptcy with
respect to the City.
Section 11.2. Lessee's Remedies. If a City Default shall have occurred and be continuing, Lessee may,at
its sole discretion, have the option to pursue any one or more of the following remedies without any
notice or demand whatsoever, other than any notice expressly provided in this Lease: (a) Lessee may
terminate this Lease, as provided in Section 11.5 (except that the notice requirements of Section 11.5
shall not be required with respect to the City Default specified in Section 11.3(c) above) and the City
shall pay to Lessee the Unamortized Portion of the Lessee's Contribution; (b) In the case of a City
Default described in either of Section 11.l(b) or (c), Lessee may (but shall not be obligated) enter the
Land and direct completion of the Project Improvements Work and the City agrees to provide to Lessee
the unutilized proceeds from the debt incurred by the Corporation and made available to the City under
the terms of the Corporation Project Agreement to pay the costs and expenses incurred by Lessee in
completing the Project Improvements Work; and (c) Lessee may exercise any and all other remedies
available to Lessee at law or in equity,but subject to any limitations thereon set forth in this Lease.
Section 11.3 Lessee Default. The occurrence of the following shall be an "Event of Default" by Lessee
or a"Lessee Default": (a)The failure of Lessee to pay any of its monetary obligations to the City under
this Lease when due and payable if such failure continues for thirty (30)days after the City gives notice
to Lessee that such amount was not paid when due; (b) The failure of Lessee to substantially perform or
Page 30 of 43
I'Amended Restated Stadium Lease 7-18-13
substantially observe any of the obligations, covenants or agreements to be performed or observed by
Lessee under this Lease within thirty (30) days after notice from the City of such failure; provided,
however, that if such performance or observance cannot reasonably be accomplished within such thirty
(30) day period, then no Event of Default by Lessee shall occur unless Lessee fails to commence such
performance or observance within such thirty (30) day period and fails to diligently prosecute such
performance or observance to conclusion thereafter; provided further, however, that if such performance
or observance has not been accomplished within one hundred twenty (120) days after notice from the
City to Lessee of such failure(notwithstanding Lessee's diligent prosecution of its curative efforts), then
such failure shall constitute an Event of Default by Lessee hereunder; (c) the occurrence of an event of
default, however denominated, by Lessee under the Parking Sublease; (d) the occurrence of an Act of
Bankruptcy with respect to Lessee; (e) Abandonment of Leased Premises by Lessee; (f) failure to
maintain location in the City of the Team owned by Lessee and located in the City, as required in Section
2.2(i), Section 4.4, and Section 7.18 herein;(g)failure to maintain approval by a Sanctioning Association
of the Team owned by Lessee and located in the City, as required in Section 2.2(i) and Section 7.18
herein; or (h) failure to maintain the Leased Premises commensurate with Major League Baseball
facilities' standards and regulations and/or at a level commensurate with the Comparable Facilities,
whichever level is determined to be a higher standard by a qualified inspector, as referenced in Section
5.5 herein.
Section 11.4. The City's Remedies. If any Lessee Default shall have occurred and be continuing, the
City may, at its sole discretion, have the option to pursue any one or more of the following remedies
without any notice or demand whatsoever, other than any notice expressly provided in this Lease: (a)
The City may tenninate this Lease as provided in Section 11.5 (except that the notice requirements of
Section 11.5 shall not be required with respect to the Lessee Default specified in Section 11.3(c)above);
(b) Seek another professional baseball team under the governance of a Sanctioning Association to
conduct its regularly scheduled home games at the Baseball Stadium; (c) the City may, in its own name
and for its own account,without impairing the ability of the City to pursue any other remedy provided for
in this Lease or now or hereafter existing at law or in equity or by statute, institute such action against
Lessee as may appear necessary or desirable to collect such Rentals and any other amounts then due
under this Lease, or to enforce perfon-nance and observance of such covenant, condition or obligation of
Lessee hereunder, or to recover damages for Lessee's non-payment, non-performance or non-observance
of the same; (d) the City may exclude Lessee from possession of the Leased Premises and reenter the
same and take whatever action at law or in equity as may appear necessary or desirable to collect the
Rentals and any other amounts then due, to enforce performance and observance of any covenant,
condition or obligation of Lessee hereunder, or to recover damages for Lessee's non-payment,
nonperformance or non-observance of the same; provided that the City shall be required to mitigate its
damages to the extent required by law and Section 11.6(b)hereof; and(e)The City may exercise any and
all other remedies available to the City at law or in equity, but subject to any limitations thereon set forth
in this Lease. Notwithstanding the remedies provided in this Section 11.4, in the case of ten-nination of
the Lease due to Lessee Default specified in Section 11.3(e), (f), (g) or (h) above, Lessee (i) shall pay
City all Rentals payable from the date of such Lessee Default through the end of the Lease Term,
pursuant to Section 4.3 herein, and Lessee (ii) shall repay City the total of all reimbursements paid to
Lessee by City pursuant to Section 7.4 herein from City's Hotel Occupancy Tax fund during the five year
period immediately preceding Lessee's receipt of City's initial notice to Lessee of default as provided for
herein, and, as to any reimbursements paid to Lessee by City from any source other than City's Hotel
Occupancy Tax fund, Lessee shall pay City Two Hundred Fifty Thousand Dollars($250,000).
In addition to all remedies provided in this Section 11.4, should the City use funds from the City's Hotel
Occupancy Tax fund for reimbursement to Lessee pursuant to Section 7.4 herein, should any use of such
Hotel Occupancy Tax funds by Lessee be for a use that is found to be illegal, City shall have no liability
Page 31 of 43
I'Amended Restated Stadium Lease 7-[8-13
in connection thereof and Lessee shall reimburse City for all Hotel Occupancy Tax funds paid to Lessee
for such illegal use. Further, should the City use funds from the City's Hotel Occupancy Tax fund for
reimbursement to Lessee pursuant to Section 7.4 herein, if City should eten-nine that the area hotel
revenues that were generated from sports events at the Leased Premises over any five year period
following the payment to Lessee of the City's Hotel Occupancy Tax funds for maintenance, Capital
Repair Work, enhancements or upgrades to the Leased Premises ("Lessee-generated H.O.T.") are not
equal to or greater than the amount of the City's Hotel Occupancy Tax funds that were spent in that
previous five year period for such maintenance, Capital Repair Work, enhancements or upgrades to the
Leased Premises ("H.O.T paid to Lessee"), then Lessee must reimburse City any deficiency between the
H.O.T. paid to Lessee and the Lessee-generated H.O.T. so that City can reimburse their Hotel Occupancy
Tax fund by that amount in compliance with Section 351.1076 of the Texas Tax Code.
Section 11.5 Termination. Upon the occurrence of a City Default as described in Section 11.1 or a
Lessee Default as described in Section 11.3, the non-defaulting Party, in addition to its other remedies at
law or in equity, shall have the right to give to the defaulting Party notice (a"Final Notice") of the non-
defaulting Party's intention to tenninate this Lease, after the expiration of a period of thirty (30) days
from the date such Final Notice is delivered unless the Event of Default is cured, and upon expiration of
such thirty (30) day period, if the Event of Default is not cured, this Lease shall terminate without
liability to the non-defaulting Party. If, however, within such thirty (30) day period the defaulting Party
cures such Event of Default, then this Lease shall not terminate by reason of such Final Notice.
Notwithstanding the foregoing, no Final Notice shall be required and the non-defaulting Party may
declare this Lease immediately ten-ninated if the Event of Default with respect to the defaulting Party is
an Act of Bankruptcy. In the event of a termination of this Lease by either Party under this Section 11.5,
then notwithstanding anything to the contrary set forth in this Lease all obligations of the Parties
hereunder automatically shall terminate also,without liability to the other Party.
Section 11.6.The Lessee to Remain Liable for Payments; Reletting.
(a) Notwithstanding the exercise by the City of its remedies pursuant to Section 11.4 hereof(other than
ten-nination), Lessee shall continue to be liable for the payment of all Rentals payable under Section 4.3
hereof and other amounts, if any, payable under this Lease and Lessee shall make such payments at the
same times and in the same manner as provided in this Lease.
(b) In the event the City elects to exclude Lessee from possession of the Leased Premises and re-enter
same, then the City shall use reasonable efforts to reset the Leased Premises for the maximum rental it
may reasonably obtain, provided, however, that the City shall have no obligation to relet the Leased
Premises to any person who will not use the Leased Premises for the purposes set forth in Section 4.5
hereof. Any such rentals received prior to the stated termination date of this Lease shall be applied first to
the payment of expenses incurred by the City in connection with such reletting and second,to the Rentals
due hereunder.
Section 11.7. No Remedy Exclusive. No remedy herein conferred upon either party is intended to be
exclusive of any other available remedy or remedies,and each such remedy shall be cumulative and shall
be in addition to every other remedy given under this Lease or now or hereafter existing at law or in
equity or by statute. No delay or omission to exercise any right or power accruing upon any default
granted under this Lease shall impair any right or power or shall be construed to be a waiver thereof, and
any such right or power may be exercised from time to time and as often as may be deemed expedient,
and the exercise of any one right or remedy shall not impair the right to any or all other remedies under
this Lease. NOTWITHSTANDING ANY CONTRARY PROVISIONS HEREOF IN NO EVENT
SHALL LESSOR OR LESSEE BE LIABLE UNDER ANY PROVISION OF THIS LEASE FOR
LOST PROFITS, INCLUDING LOST OR PROSPECTIVE PROFITS, OR FOR ANY OTHER
Page 32 of 43
I'Amended Restated Stadium Lease 7-18-13
SPECIAL, I I C , INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES, I CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT CAUSED Y OR
RESULTING SOLE OR CONCURRENT NEGLIGENCE LESSEE
AFFILIATES OR ANY OF THEIR LA S. WITHOUT
FOREGOING, THIS LIMITATION OF LIABILITY S ALL APPLY TO CLAIMS LESSOR
OR LESSEE ARISING U I RD PARTY CLAIMS AGAINST LESSOR LESSEE
FOR ANY OF THE FOREGOING.
Section 11.8. No Additional Waiver Implied By One Waiver; Consents to Waiver. The waiver of
either party of any breach by the other party of any covenant, condition or obligation under this Lease
shall not operate as a waiver of any subsequent breach of the same or a waiver of any breach of any other
covenant, condition or obligation under this Lease, nor shall any forbearance by the non-defaulting party
not breaching to seek a remedy for any breach by the other party be a waiver by such non-defaulting
party not breaching any of its rights and remedies with respect to such breach or any subsequent breach
of the same or with respect to any other breach.
Section 11. . Delay not a Waiver. No delay or omission in the exercise of any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver of any such
default or any acquiescence therein, and every power or remedy given by this Lease may be exercised
from time to time and as often as may be deemed expedient. Either party may waive any default which in
its opinion has been remedied before the entry of final judgment or decree in any suit, action or
proceeding instituted by it under the provisions of this Lease or before the completion of the enforcement
of any other remedies under this Lease. No such waiver shall extend to or affect any other existing or
subsequent default or impair any rights or remedies consequent thereon.
Section 11.101 Declaratory or Injunctive Relief. In addition to the remedies set forth in this Article XI
the Parties shall be entitled, in any circumstances they may deem appropriate, to seek injunctive relief
prohibiting or mandating action by the other Party for any Event of Default of the other Party or
declaratory relief with respect to any matter under this Lease.
Section 11.11 Interest on Overdue Obligations. If any sum due hereunder is not paid on the due date
thereof, the Party hereto owing such obligation to the other Party shall pay to the other Party interest
thereon at the Default Rate, concurrently with the payment of the amount from the date such amount was
due until paid. Any payment of interest at the Default Rate pursuant to this Lease shall not excuse or cure
any default hereunder.
Section 11.12 Attorney's Fees. The defaulting Party shall pay all of the non-defaulting 's
reasonable fees and expenses, including reasonable attorneys' fees, in enforcing any covenant to be
observed by the defaulting Party or pursuing any remedy upon an Event of Default with respect to such
Party.
ARTICLE
DAMAGE AND CONDEMNATION
Section 12.1.Damage and Destruction.
(a) if the Leased Premises are destroyed (in whole or in part) or are damaged by fire or other casualty,
Lessee shall promptly give written notice thereof to the City. All applicable insurance proceeds shall be
applied by the City either to repair, rebuild or restore the property damaged or, if the parties determine
and mutually agree that it is impracticable to rebuild the Leased Premises, subject to the provisions of
Section 12.1( ), such proceeds shall be transferred to the Corporation to effect the defeasance or prior
Page 33 of 43
V Amended Restated Stadium Lease 7-18-13
redemption of obligations issued by the Corporation for the construction of the Baseball Stadium. Any
remaining balance after payment for such repair, rebuilding or restoration, or transfer to the Corporation
as herein described, shall be retained by the City. Lessee agrees to look solely to its insurance for the
replacement and repair of the Removables and shall have all rights to all insurance with respect to, and
shall be responsible for repair of, the concession areas to the extent, but no further, the same were
equipped by Lessee or concessionaires contracting with Lessee.
(b) The City will proceed promptly to repair, rebuild or restore the property damaged or destroyed to
substantially the same condition as it existed prior to the event causing such damage or destruction, with
such changes, alterations and modifications (including the substitution and addition of other property) as
may be desired by Lessee and the City and which will not impair productive capacity or the character of
the Leased Premises. If such damage results in an Untenantable Condition, all Rentals shall abate during
the period of repair and restoration. Notwithstanding the foregoing, in the event that (a) substantially all
of the improvements shall be damaged or destroyed by casualty at any time during the final three (3)
years of the Term or(b)any portion of the Leased Premises shall be damaged or destroyed by casualty at
any time during the Term and the governmental rules then applicable to the Leased Premises do not
permit the restoration of the Leased Premises so as to eliminate an Untenantable Condition, then Lessee
may, at its option (exercised with reasonable promptness in the circumstances, but in all events within
ninety (90) days after such damage or destruction), ten-ninate this Lease by serving upon the City notice
within such period setting forth Lessee's election to terminate this Lease as a result of such damage or
destruction as of the end of the calendar month in which such notice is delivered to the City. Upon the
service of such notice and the making of such payments within the foregoing time period, the City shall
pay to Lessee the Unamortized Portion of the Lessee's Contribution (measured as of the date of
termination) and this Lease shall cease and ten-ninate on the date Specified in such notice with the same
force and effect as if such date were the date originally fixed as the expiration date of this Lease and
Lessee shall have no further obligations hereunder.
Section 12.2.Condemnation.
(a) In the event that title to the Leased Premises or the leasehold estate of Lessee in the Leased Premises
created by this Lease or any part of either thereof shall be taken under the exercise of the power of
eminent domain by any governmental body or by any person, firm or corporation acting under
Governmental Authority, or shall be conveyed in lieu thereof, this Lease shall terminate and the City
shall pay to Lessee the Unamortized Portion of the Lessee's Contribution. Any condemnation award
attributable to the temporary use or temporary condemnation of the Lease Premises or the leasehold
estate created hereby shall be paid to Lessee. If only a part of the Leased Premises or leasehold estate is
taken the City will cause any proceeds received by it from any award made in such eminent domain
proceedings with respect to the Leased Premises, to be applied towards the restoration of the Leased
Premises to substantially the same condition as existed prior to the exercise of the said power of eminent
domain. If the City does not receive sufficient proceeds to restore the Leased Premises as set forth above,
then Lessee may terminate this Lease and the City shall promptly pay to Lessee the Unamortized Portion
of the Lessee's Contribution(measured as of the date of tennination).
(b)The City shall cooperate fully with Lessee in the handling and conduct of any prospective or pending
condemnation proceedings with respect to the Leased Premises or any part thereof and will, to the extent
it may lawfully do so,pen-nit Lessee to litigate in any such proceedings in the name and behalf of the City
and for the purpose of seeking and obtaining a separate award for damage to the Removables, the value
of Lessee's leasehold estate,and damage to Lessee's business. In no event will the City voluntarily settle,
or consent to the settlement of, any prospective or pending condemnation proceeding with respect to the
Leased Premises or any part thereof without the written consent of Lessee. Notwithstanding the
foregoing, if as a result of any condemnation, an Untenantable Condition exists or if the damage caused
Page 34 of 43
V Amended Restated Stadium Lease 7=18=13
thereby occurs during the last three (3) years of the Tenn, Lessee shall have the right and option to
terminate this Lease by providing written notice to the City to such effect whereupon this Lease shall
terminate as of the date set forth in such notice and the City shall pay to Lessee the Unamortized Portion
of the Lessee's Contribution. The provisions of this Article XII shall survive the ten-nination of this
Lease.
ARTICLE XIII
MISCELLANEOUS
Section 13.1, Amendments, Changes and Modification. No amendment, change, addition to or waiver
of any of the provisions of this Lease shall be binding upon the parties hereto unless in writing signed by
an Authorized Lessee Representative and the Mayor of the City.
Section 13.2. Applicable Law Venue. The Lease shall be governed exclusively by the provisions hereof
and by the applicable laws of the State. Venue for any proceeding to enforce this Lease shall be in
Nueces County,Texas.
Section 13.3. Severy bill ty. If any provision of this Lease is held to be illegal, invalid, or unenforceable
under present or future laws effective during the Tenn such provision shall be fully severable and this
Lease shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this
Lease. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Lease a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and still be legal,valid,or enforceable.
Section 13.4. Notices and Demands. Any notices or other communications required or desired to be
given to the other party hereto shall be given in writing and delivered by courier, overnight delivery
service, facsimile transaction or through the U.S. postal service, postage prepaid and by certified mail,
return receipt requested,at the following addresses:
To the City: City of Corpus Christi
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Attention:City Manager
Fax: (361)880-3839
With copy to: City of Corpus Christi
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Attention:City Attorney
Fax: (361)880-3239
To Lessee: Corpus Christi Baseball Club, L.P.
3400E t Palm Valley Boulevard
Round Rock,Texas 78665
Attention: Reese Ryan
Fax: (512)255-1558
With copy to: Nolan Ryan
Page 35 of 43
I'Amended Restated Stadium Lease 7-18-13
3434 East Palm Valley Boulevard
Round Rock,Texas 78664
Fax: (512)255-1558
With copy to: Michael Wood
Corpus Christi Baseball Club, L.P.
734 E. Port Avenue
Corpus Christi,Texas 78401
With copy to: William C. Davidson
Chamberlain Mc Haney
301 Congress Avenue, 21 st Floor
Austin, Texas 78701
Fax: (512) 474-8582
Section 13.5. References. All references in this Lease to particular Articles or sections are references to
Articles or sections of this Lease, unless otherwise indicated. Article and section headings are furnished
for convenience only and do not constitute a part of this Lease. References in the singular number in this
Lease shall be considered to include the plural, if and when appropriate, and vice versa. Any times
referred to herein shall be deemed references to Corpus Christi,Texas,time.
Section 13.6. Successors and Assigns.The to and provisions of this Lease shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Section 13.7® Multiple Counterparts. This Lease may be executed in multiple counterparts, each of
which shall be an original but all of which together shall constitute but one and the same instrument.
Section 3® . Recordation. The City and Lessee shall not record this Lease, but both parties agree, on
request of the other, to execute a memorandum of lease in recordable forrn and complying with
applicable laws of the State,which memorandum of lease may be recorded by the requesting party.
Section 3® .Attorneys' Fees.The prevailing party in any litigation related to this Lease shall be entitled
to recover from the non-prevailing party or parties the reasonable attorneys' fees and costs incurred by
such prevailing party in connection with such litigation.
Section 13.10. Time is of the Essence.Time is expressly declared to be of the essence in this Lease.
Section 13.11. Landlord/Tenant Relationship. This Lease establishes a landlord/tenant relationship
between the parties. It does not create any other type of relationship between the, such as one of agency,
partnership,or joint venture. The employees or agents of either party may not be, nor be construed to be,
the employees or agents of the other party for any purpose.
Section 13.12 Lessee's Remedial Work. Lessee shall be responsible for perfon-ning or causing to be
performed, and for paying the cost of performing, any and all corrective or remedial actions required by
applicable Governmental Authority to be perfon-ned with respect to any environmental event caused by
Lessee, or any of its agents, contractors, or subcontractors at any time ("Lessee's Remedial Work").
Lessee shall promptly inform the City and all applicable Governmental Authorities of any environmental
event or Hazardous Materials discovered by Lessee (or any agent, contractor or subcontractor of Lessee)
in, on or under the Leased Premises and promptly shall furnish to the City any and all reports and other
infon-nation available to Lessee concerning the matter. Lessee shall thereafter promptly consult with the
Page 36 of 43
1'Amended Restated Stadium Lease 7=1&13
City as to the steps to bet en to investigate and, if necessary, remedy such matter. Lessee shall select an
independent environmental consultant to evaluate the condition of the Leased Premises and materials
thereon and therein, at Lessee's cost and expense. If it is deten-nined pursuant to such evaluation that
remediation of the same is required by this Section 13.12, then Lessee shall perform Lessee's Remedial
Work at its own cost and expense and with due diligence.
Section 13.13 The City's Remedial or Subject to the limitation of the City's Contribution,the City
shall be responsible for performing or causing to be performed, and for paying the cost of performing,
any and all corrective or remedial actions required by applicable Governmental Authority to be
performed with respect to(i)any environmental event caused by the City or any of its agents, contractors
or subcontractors or (ii) any Hazardous Materials that were introduced to the Leased Premises on or
before the Commencement Date (but excluding Hazardous Materials introduced by Lessee or its agents,
contractors or subcontractors at any time) (the"City's Remedial Work"). The City shall promptly inform
Lessee and all applicable Governmental Authorities of any such environmental event or any Hazardous
Materials discovered by the City(or any agent,contractor or subcontractor of the City) in,on or under the
Leased Premises and promptly shall furnish to Lessee any and all reports and other information available
to the City concerning the matter. The City shall thereafter promptly consult with Lessee as to the steps to
be taken to investigate and, if necessary, remedy such matter. The City shall select an independent
environmental consultant to evaluate the condition of the Leased Premises and materials thereon and
therein, at the City's cost and expense. If it is determined pursuant to such evaluation that remediation of
the same is required by this Section 13.13, then the City shall perform, or cause to be performed, the
City's Remedial Work at its own cost and expense and with due diligence.
Section 13.14 Settlement By Mutual Agreement. In the event any dispute, controversy or claim
between or among the Parties arises under this Lease or is connected with or related in any way to this
Lease or any right, duty or obligation arising herefrom or the relationship of the Parties hereunder (a
"Dispute or Controversy"), including, but not limited to, a Dispute or Controversy relating to the
effectiveness, validity, interpretation, implementation, termination, cancellation or enforcement of this
Lease, the Parties shall first attempt in good faith to settle and resolve such Dispute or Controversy by
mutual agreement in accordance with the terms of this Section 13.14. In the event a Dispute or
Controversy arises,either Party shall have the right to notify the other that it has elected to implement the
procedures set forth in this Section 13.14. Within fifteen (15) days after delivery of any such notice by
one Party to the other regarding a Dispute or Controversy, the Authorized Representative of the Parties
shall meet at a mutually agreed time and place to attempt, with diligence and good faith, to resolve and
settle such Dispute or Controversy. Should a mutual resolution and settlement not be obtained at the
meeting of the Authorized Representatives for such purpose or should no such meeting take place within
such fifteen (15) day period, then either party may by notice to the other Party submit the Dispute or
Controversy to mediation.
Section 13.15 Covenants Running with the Estates in Land. The Parties hereto covenant and agree
that all of the conditions, covenants,agreements,rights,privileges, obligations, duties, specifications,and
recitals contained in this Lease, except as otherwise expressly stated herein, shall be construed as
covenants running with title to the Leased Premises, and the leasehold estate hereunder, respectively,
which shall extend to, inure to the benefit of and bind,the City and Lessee, and their permitted successors
and assigns, to the same extent as if such successors and assigns were named as original parties to this
Lease, such that this Lease shall always bind the owner and holder of any fee or leasehold interest in or to
the Leased Premises, or any portion thereof, and shall bind predecessors thereof except as otherwise
expressly provided herein.
Page 37 of 43
V Amended Rcsuncd Stadium Lease 7-18-13
Section 13.16 Non-Appropriation.
(a) Current Expenses. Except for the funds to be provided pursuant to Section 3.2, the obligations of the
City for payment and other monetary obligations under this Lease are each subject to an appropriation
and, accordingly, (i) shall constitute a current expense of the City in the fiscal year of the City to which
an obligation applies and (b) shall not constitute an indebtedness of the City within the meaning of any
applicable governmental rule. Nothing herein shall constitute a pledge by the City of any funds, other
than funds designated pursuant to lawful appropriations from time to time to pay any money or satisfy
any other monetary obligation under any provision of this Lease.
(b) Result of Non-Appropriation. If a non-appropriation occurs in response to a request for a proposed
Appropriation, the City shall provide Lessee with written notice of such non-appropriation on or before
the twentieth (20th) day after the non-appropriation. Any non-appropriation shall constitute a City
Default hereunder.
Section 13.17. Authority to Execute. Each of the Parties acknowledges that the individual who has
executed this Lease has been duly authorized to execute this Lease. A certified copy of the required City
ordinance or action of Lessee's board of directors has been furnished by each Party to the other Party for
attachment to this Lease.
Section 13.18. Captions. The captions in this Lease are for convenience only and are not a part of this
Lease. The captions do not in any way limit or amplify the terms and provisions of this Lease.
Section 13.19. Limitation of Leasehold. City does not warrant its title to the Leased Premises. This
Lease and the rights and privileges granted Lessee in and to the Leased Premises are subject to all
covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease
may be construed to imply the conveyance to Lessee of tights in the Leased Premises that exceed those
owned by City.
Section 13.20. Non-Discrimination. Lessee warrants that it is and will continue to be an Equal
Opportunity Employer. Lessee covenants and agrees that Lessee will not discriminate nor pen-nit
discrimination against any person or group of persons, with regard to employment and the provision of
services at, on, or in the Leased Premises, on the grounds of race, religion, national origin, marital status,
sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas.
The City hereby reserves the right to take the action as the United States may direct to enforce this
covenant.
Section 13.21. Not for Benefit of it Parties. This Lease is only for the benefit of the City and
Lessee,and no third parry has any rights or claims under this Lease. No provision of this Lease creates a
third party claim against the City or Lessee beyond that which may legally exist in the absence of any
provision of this Lease.
Section 13.22. Other City Ordinances. This Lease and the ordinance that authorized the execution of
this Lease do not operate to repeal, rescind, modify, or amend any ordinances or resolutions of the City
relating to the use or obstruction of streets, the granting of pen-nits, and any regulations relating to the
preservation of order and movement of traffic, or any other ordinances, resolutions, or regulations not
specifically set forth in the ordinance authorizing this Lease. Notwithstanding the foregoing, if any of
such ordinances or resolutions materially and adversely affects Lessee's express rights hereunder or
Lessee's ability to operate the Leased premises in accordance with the to and conditions of this Lease,
then Lessee shall have the right to ten-ninate this Lease without further liability to the City.
Page 38 of 43
V Amended Restated Stadium Lease 7-18-13
Section 13.23. Publication. Lessee agrees to pay (lie costs of newspaper publication of this Lease and
the ordinance authorizing the execution orthis Lease.as required by the City Charter.
Section 13.24. Surrender. Lessee acknoMedges and understands that the City's agreement to lease the
Leased Premises to Lessee is expressly conditioned on the understanding that the Leased Premises must
be surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a condition as
received, reasonable use and %%car. Force Majeure c%ents, acts of God, lire and flood damage or
desiniCtiOn where Lessee is%%ithout fault,excepted.
Section 13.25. Conditions Precedent. This Lease shall not be effective or binding upon Lessee until
such time, if ever, that the following conditions are satisfied.- (a) City shall have acquired the Land and
Leased Premises from the Port, (b) Ilic City shall have entered into the Parking Area Master Lease %vith
the Port; (c) Lessee's completion of and satisfaction with its due diligence investigation with respect to
the condition of title to the Land and the Land's compliance with applicable en%ironniental IaNNs,
including, confitrination that the Land and Leased Premises are free from Hazardous Nliterills, (d) the
Sanctioning Association shall have approved Lessee's application a aid request to relocate the Team; and
(e) Lessee shall have received stich assurances as ma% be retlidred by Lessee to confirm that lands
adjacent to the Leased premises %Gill be restricted against development that would materially and
adversely impact Lessee's operations at the 1,eased Premises or ability to attract customers including, but
[lot limited to, COMPCtitiVC Use restrictions and height restrictions can adjacent buildings so as to prevent
shadows from being cast upon the Baseball StadiLun'S playing field.
EXECUTED IN DUPLICATE, each of%N hich shall be considered an original, to be effecti®e as or the
Effective Date.
THE CITY:
9
0
ATTEST: C1 Y R P LUIS&CI
Arma ppa
ndo Cha . o
City Secretiry 01%, lana
Date: Date, Avive
LESSEE:
CORPUS CHRIST] BASEBALL CLUB, L.P.
'7
By--<
Reese Rvan. President as C of RSB Operations. LLC. General Partner
lit al or I
,sL
Corpus Christi Baseball T. &d Inv
47 gy CAjU3L..-
Date:
Page 39 of 43
I'AnwMed Restated Stadium Lease 7-18-13
EXHIBIT" "
[Site Map showing Lots 1 and 2 and the South Parking Area to be attached]
Page40of43
V.mended Restarted Stadium Lease 7-18-13
EXHIBIT B
Lessee Buildout of Corpus Christi Ball Park
item Description(or reasonablee ivalent)
Stadium and Office Fixtures
Networklinternet Server includes hardware, software,and installation
Admin/Ticket Office computers includes hardware,software,based on estimate of 40(1)
Copiers 2 Kyocera-Mita KM-4030 models(Admin and Ticket Offices)
Printers 2 Oki 09300 Color Printers, I Samsung SCX-5312F(Press Box)
Various individual printers(as needed,estimate of five)
Phone System Brookside Technology System, includes phones and installation(2)
Office televisions 8-19 inch TV's
Office Furniture Includes desks,chairs, cubicles,plants,various decorative items
(Admin,Ticket,& Press)
Security System Based on Diebold system installed at Dell Diamond
Refrigerator for Offices 2 Whirlpool 20.9 cubic foot(Admin and Ticket)
Microwave for Offices 2(Admin and Ticket)
Office window shades is blinds
Ticket System Dependent on type of system implemented
Office Art Acquisition and framing of 60 pieces(Admin,Ticket,& Press)
Point of Sale System Based on Retail Automation Systems version at Railyard
Radios Based on Aircom Electronic Supply system used at Dell Diamond
Maintenance materials Vaccuums/Blowers/B rooms/Hoses/Etc.
Concession equipment Based on kitchenistands/equipment for 6,000 seat, 20 suite
stadium
Cup Holders
Golf Carts 4 needed for maintenance�game day crew
Signage Based on total used at Dell Diamond
Weather Computer Based on KVUE system at Dell Diamond
EMS Defibrillator
Wheel Chairs Two needed
Scissor Lift for wheelchairs
Radar Board
Direct TV or Cable System
Inflatables.
Sportscourt
Swimming Pool
Rockwall
Basketball Goal and Rainbow Play System
Picnic Tables
Instant Replay-click effect to be used with the scoreboard
Switcher to be used with the scoreboard
3 Beta Cams to be used with the scoreboard
AV System-click effects based on Ford Audio& Video
Pro-AV Animation to be used with the scoreboard
Trash Compactor
20 Portable Concession Stands
Page 41 of 43
V Amended Restated Stadium Lease 7-18-Q
Club House
Free weights/benches/machines
Stimulation—Hi Fi System
Washers and Dryers Skyline Equipment models in use at Dell Diamond
Refrigerators 2 Whirlpool 20.9 cubic foot
Stereos Adjustable based on need
Furniture Stools,chairs,desks,tables for both
Fixtures
Televisions 4-19 inch TVs
Garbage Bins
Whirlpools
Trai n i ng Tables
Oven/Range
Microwave
Coffee Machines
Ice Machines Home& Visitor
Field Equipment
Batting Cages Same Fielder's Choice of used at Dell Diamond
On Deck Circles Partac Peat Corp. Model(includes Advertising)
Tarps By Cove ter, includes all needed(Field, Mound,etc)
Lawn Mowers Greensmaster 3050(2)(includes extended warranty)
Lawricare equipment Hand powered mowers,trimmers,various tools
Backstop From Sport Supply Group
Carts Toro Workman 3200
Pitching Machine
Infield Cart Toro Sand Pro 2020
BP Materials Screens,etc.
Scrubber
Safe
Suites
Artwork
Leather Sofas
Tables and Chairs
Refrigerators
Televisions
Page 42 of 43
1'Amended Restated Stadium Lease I-18-13
EXHIBIT C
Corpus Christi Stadium Minimum Standards
I Minimum 5,000 fixed chair back seats
2) Berm for 1,000 Fans
3) 360° Concourse that can see the field
4) Concessions- I Point of Sale for every 200 fans
5) Press Box with 4 Media Bays,writing press area, & Scoreboard Operations area,
approximately 2,000 sq. ft.
6) Suites to accommodate 258 people for outside seating
7) Area for a Pool to be constructed with a view of the field
8) Area for kids Play Zone and Interactive Area
9) Stadium Club, approximately 2,500 sq. ft.
10) Team Offices for 20 year round full times , approximately 3,000 sq. ft.
11) Ticket Off ice& Ticket Windows at Gates
12) Area for year round Novelty Store,approximately 1,500 sq. ft.
13) LED Video Scoreboard
14) Lighted Outside Stadium Marquee,with message changing capabilities
15) Kitchen/Commissary— Storage for of wet and dry food storage
16) Home & Visitor Clubhouses to Dell Diamond Standards
17) Novelty & Retail Storage,approximately 1,000 sq. ft.
18) Grounds Crew Garage
19) Batting Cages
20) Staff Locker Rooms, Umpire Rooms, per NAP BL Standards
21) Stadium Concourse above seating sections
22) Field Drainage System —to Dell Diamond Standards
23) "AAA" Lighting Standards, per NAP BL Standards
24) Restrooms to city-potty parity code
25) Parking- minimum 1,500 spaces adjacent totes diu
26) Dugouts to Dell Diamond Standards
27) Home & Visitor Bullpens in the outfield and accessible to fans
28) Field access for grounds crew including trucks& tractors
29) Distributed Sound System
30) Flag Poles & Foul Poles
31) Advertising Signs—Cabinets& Backlit Signs includes on field and in concourse
and all related wiring and data cabling
Page 43 of 43
V Amended Restated Stadium Lease 7-18-13