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HomeMy WebLinkAboutFresno Diamond Group Fresno Grizzlies Construction and Sublease of Multi Purpose Stadium�i=3dPRd, 'ala REDEVELOPMENT AGENCY orFBECr OFFB o Io(ITI11e IICJ Tulare StrsS Suite 2W I Fmpq (A93Rt (559)498-1885 (559) 498-ISW (Fax) RNevtloome nl Aaron Ban Ete ve D'em Choirman Daniel R. Fort Daniel Rnngallln Via{hA mm Tom Boon', MemEen tnra Motto Ben Stan an Water, Geary Brmered Hanry Pem AGENCYBRIEFINGREPORT DATE October 16.2000 TO Redevelopment Agency B Members FROM Daniel R Fitz owive Director SUBJECT STADIUM REPORT AND RECOMMENDAT[ONS The ComciVAgency at their May 161E meeting approved deal Founts for a sladium proposal that centered around a City -owned 12,500 seat, 30 skybox smdium. The CouncillAgevcy, also directed the Executive Director of the Redevelopment Agency and the City Attorney to negamout with the Fresno Diamond Group (FDG) on the City's behalf. On Friday, May 26, 2000, the FDG announced 9 a press conf ce that Ilkey would accept the City's proposal and looked forward to refining the details to make the sradium deal a reality for the Grizzlies' 2002 senator. Subsequent to the FDG mnomcemen4 the Agency, City, and the FDG met on numuous occasions to develop the documrnts needed for a complete sodium package for ComcillAgency consideration, The completed documents we on your Joint AgencylCouncil Agenda for October 17, 2000 at 2:30 put. ancient 19 Dare oa 0 toonon October 16.2000 Stadium Report and Reumvmendmtonr Page 2 On June 22, 2000, the Council/Agency approved the following: I) Acontract with HOK for the design of the stadium; 2) Award of contract to M.1. Mcoefre to perfemt stadium site preparation work related to the ebandomnent and filling of the "H" Street Ponding Basin; removal of existing concrete improvements; reconstruction ofpadmder street improvements and traffic signal modifieafion: 3) Bond reimbutsemwt resolution; and 4) Contract for Stadium Construction Management (Hunt Construction). These contains were awarded prior to the lease agreement being mmpletd in order to men a construction completion date to time for the 2002 baseball season. The City Attorney, in her stafireport of October 13, 20W to Agency/Council, has comprehensively preseatd an overview of the various agreements implementing the Council/Agency adopted 13 deal lesions of May 16,20M. As she notd in her report, the negotiations were completed with FDG, with input from the City Manager's office, RDA and City Attomey. No negotiations were beld without all parties being reprewdd. This report is not intended to repeat the material covered by the City Attorney m her report This. report is to respond to issues raised by the City Mmeger in his report to Council/Agency of October 13, 2001 and W present the recommendations of the Agency's Executive Director: Issues. The first issue raised in the City Manager's repent was the increased cost of the stadium. When Council paged the deal points earlier this year, the only intonations before it was a cost intimate supplied! FDG by Harris Conatmction in 1999. With HOK end Hunt Construction working for the City the pest several mange, we were able to pmsent a more accurate cos[ estimate to build a situations in 200I/2W2. Yes, the projected marinating costs have incteased, and for the following reasons: I) Prevailing wage razes; 2) Increased cost of steel and comate from 1999 to 2001; 3) Booming national and state mommy (contractors are not as "hungry" and materials are more difficult to receive, e.g. steel takes 5-7 months for delivery); 4) Public bidding vs. private contract phe private senor is allowed to negroode price with a sole sowce contractor vs. our public bidding requirements); 3) 101/ City construction contingency (Harris twinges did not include a 10%. construction contingency as is nonnally fined in public works financing packages); (Aerober 16. 2000 Stadium Report and Recommendations Page 3 6) Cost i f Money. Interest rams son much higher today than 12 months ago. Staff, working with HOK and Hunt Construction, have eliminated been We stadium design, features that would have inceressucl east even rather. For example, club sending was reconfigurN to allow for more economical construction, the Gee standing administrative building was moved inmally, And the right field upper deck was eliminated. These items reduced rest, but still provide for a 12,500 seat, 30 skybox stadium, but without the "bells and wastiate that mould drive up rusts. The secorrd point raised as a concern by the City Manager was the issue of tisk ener atd with rhefasttmckappmachesteel adpre-casimdfon.The ties, there is a risk the who rcceires pre-ordering on appnd pre-cast components. opinion, Yeaa fisc o risk to the City wide such an cilium d conswdba approach. But it is, in my ndura pendent risk in oder to open the stadium for the 2002 baseball suson per your previous duration m staFl: This risk can be substantially mitigated by Close team cooperation with HOK, Hund, FDO and City, To this and, l would urge the appointment of a Stadium Project Coordinator to oversee all fico ofttis wnstuction project. This individual must bave the ability to net across departmental lines and make timely densities to keep the project on time and on budget The third issue of contain raised in the Manager's staff report is the security agreement between FDG, the Grizzlies, Inc„ and the City. Suffice it to say that the City Attorney and outside counsel have spent a great deal of time, as memonalized in the documents betbre you on October 17, 2000, in protect the City interests in the Gdure. The City Attorney's report speaks az length about this issue and the mechanism she has developed to protect the City. The final issue vied by the City Manager was one oflnveased annual bond payments for the stadium from the projected $2.7 million to $3.5 million. The City Coriander has developed his projection of stadium revenues as follows: Predation Related Revenue FDG Rem $6500;000 Sales Tee 47.400 Room Tai 96,900 Perking 620bW City stammered Events: Net Operators 50,000 City Stemaomd Events: Nn Concessions 125,0001 City Sponsored Events: Net Novelties )0000 Final Project Related Reenters 2.639.800 Average Road Debt Service 3330 130 October 16,7000 Stadium Report and Recommendation Page 4 Annual Deficit (890,334) DDA Paas -Through Payments (A812%) 2M.0 00 Net Shortfall (690,000) The Disposition and Development Agreement (D&DA) is the document that directs how the smdnm revenues are to be calculated and net Shortfalls handled in More years. As you will note in the Agency steffrepotl on the Disposition and Development Agreement, the Agency is able to contribute $20,000 per year to meet such a revenue shortfall (This is in addition to me RDA AB1290 pass-through shown in the calculations above). Thus, using the above City Controller analysis showing a prousted $69,000 shortfall, the Agen 9's contribution would reduce the shortfall to $490,334 per your. Thus, the question before the Agency and Counc0 is how to mate up a projected $490,334 deficit. Several of you have suggested various revenue sources to make up this deficit, including but not limited to: Rod light citation revenues ($500,000.$900,000 amu ally), new card room revenue ($5,000.5100,000 annually), and parking meter revenue '($400,W0-550,000 amually). Anoihe suggested source of revenue is the $1 million now going to Fresno County for the boo[ - cargo. The last boot -camp payment, per City/County agreement, is Sepewbe 2005, thus fleeing No address of fords forsmdium bond repayment ifnecemary. (Pleasenotethat the first stadium debt payment is not made until fwal year 2004.) The above enumerated souues of funding are today's man, but brute budgets will present other constraints and opportunities. Thacfore, it is recommended then Sedion 10(e) of Ne D&DAbe amended per the wached rewrite. The amended Section 10(e) primarily adds a final paragraph to read as follows: Diving the Agency and City badgerprocees each year, the City Contro/lce will prepare a prof rma analysis (projection) of the Bond Transaction debt service. Y after considering the abore indices and the Agency Obligation, the Corttaller projects a shortfall, the Council and Agency Board shall identify and appropriate any legally available Agency or City Revenuer. 'Nate: Ida marreconimendprkingnecowfvnds hepledgedfarea saides, on we will needekw, revenues to construct new dowmoxm parkingfacilitiet October 16. 2000 Stadium Report and Recommendations Page 5 This language allows futmc Mayors, Councils and Agency Brads to address any projected shortfall during annual budget sessions. Both City and Agency budgets are available to make up any shortfall in any given year. Conclusion & Recommendat ons: As the Agency Executive Direemr and as the Co ancihAgmcy designatd staff for stadium negotiations, it is. my recommendation that Council/Agency approve. the following items on the October 17, 20M, 2:30 p.m. Agenda, heat A: II Approve 30 year lease agreement between City atW Fresno Guwlies, Inc., and Fresno Diamond Group, LLC for the multi-purjwse stadium; 2) Approve Nan -relocation and Continuing Operation Agreement; 3) Approve Pledge Agreement; 4) Approve parking Agreement; 5) Approve Disposition and Development Agreement with amended Section 10(e) (attached) discussed above; 6) Approve fiaanoing plan; and 7) Approve monetization of implementing action and dominent execution. In conclusion, it has been a pleasure working with the City Attorney, her stall, and the staff ussigned to the project by the City Manager in completing the negotiations for the multi-purpose stadimn. The resulting ogrearencs will sate the Agency and City well an the coming years. REVISED SECTION 10(e) (e) Ageni Obligated The City plans to finance the Stadium Improvements as follows: The City, shall enter Into a Site Lease with the JPA, and me JPA will enter Into a Facilities Lease with Ne City for the purpose of the JPA issuing bonds to fiiunce the construction of his Stadium Improvements. The issuance of the bons by the JPA shall hereinafter be refened to as - the Bond Transaction." The parties estimate that the annual debt service on the Bond Transaction will bean amount rat to exceed $ _ The JPA will pledge the. Facility Lease payments from the City to pay down the debt on the Bon Transaction. The City anticipates pledging any and all legally available funds of me City's general fund to pay the annual Facility Lease payments, which will be equivalent to the Bond Transaction debtaervice, to the JPA. The City anticipates receiving certain annual revenues related to Stadium operation as follows ('Stadium Annual Revenues'I (1) $1,500,00000 annual rent payment from FDG in accordance with the Stedlum Sublease; (it) Net sales taxes gerreraced from sales made on or from the Property; (Ili) Net Transient Room Taxes, as deflect with Ne Fresno Municipal Card, Sections 6-601, at sequences, generated tram Stadium Events. For purposes of this Section, Net Transient Room Taxes shall be deemed to be $_annually; (iv) Parking Revenue; (v) Revenues generated from "City Sponsored Events,' as Nat tern is defnn In the Lease Agreement between the City and FDG. The Stadium Sublease gives the City 17 dates for City Sponsored Events at the Stadium. The Agency Obligation, as determined under this Section, shall hB limited by and subject to the following: (i) a maximum annual City Facility Lease payment (the Bon Transaction debt service) of $ , (it) a Bon Transaction debt service payable over a maximum of 30 years, (lip the Agency Obligation being construed as a partial reimbursement for labile facilities under Health and Safety Code Section 334a5(c), and (iv) the Agency Obligation not mapping any Stadium normal maintenance or operations costs. If the Clty's annual Facility Lease payment exceeds the Stadium Annual Revenues actually received by the 16 Oity and the Pass Through Payments, as defined In this paragraph, the Agency shall reimburse or pay the City Me excess amount, not to exceed $200,000 annually, from any legally available revenues ("the Agency Obligation ")_ 'Pass Through Payments" means the actual amount of tax increment received by Me City as aconsequence of pass through payments pursuant t0 Health and safely Code Section 33607.5, from the future tax increment of the Agency'a four newest redevelopment project areas (Airport Area, South Fresno Industrial Revitalization, Southeast Fresno Revitalization, and Central City Commercial Revitaf tion). The Agency Obligation shall end on the earlier to occur of the following: (1) 30 years after the Ban Transaction. (it) the bons issued pursuant to the Bon Transaction are paid or otherwise defenses, or (iii) the time within which the Law permits Me Agency to collect tax increment from the Project Area or Me Merger No. t Project Area to pay the Agency Obligation (reimbursement for Stadium Improvements costs insured! by the send Transaction), or (N) the date that Me Agency issues tax exempt bonds for an amount equal to or more than the net present value of the estimated remaining Agency Obligation and repays City the Men existing debt that qualifies for repayment through Agency issued lax exempt tions. The Agency Obligation shall not be increased as a consequence of any default by FDG or FDG's failure b pay any rental obligations under the Stadium Sublease The City wilt use Stadium Annual Revenues and Pass Through Payments as Indices to calculate the Agency Obligation. Neithaf Me use of the Stadium Annual Revenues or Pass Through Payments as Indices, nor any other prevision of this Agreement shall be caressed as the City's pledge of revenues, income or taxes for a specific purpose. Stadium Annual Revenues shall be deposited into the City's General Fund and used for any and all lawful purposes as determined within the lawful discretion of Me City. During the Agancy and City budget process each year, Me City Controller will prepare a preforms smalysls (projection) of to Bond Transaction debt service. If, after considering the above indices and the Agenay Obligation, Mat Controller projects a shortfall, the Council and Agency Board shall identify and appropnste any legally available Agency or City revenues. 17 REPORT TO THE CITY COUNCIL AGENDA ITEM NO, Z: BOPm A COUNCIL MEETING 10117/00 October 13, 2000 1 rery rreemra a neemm sNnr Ira ro iGsment 4mq wrt to /I FROM: ANDREW T.SOUZA onasarrsn �,2—M..�u Interim City Manager _ SUBJECT: REPORT ON AGREEMENT BETWEEN CITY OF FRESNO AND FRESNO DIAMOND GROUP RELATING TO A MULTIPURPOSE STADIUM BACKGROUND On May Ili, 2000, the City Council approved a stadium proposal which contained thirteen deal points. The City Council also directed drat any shortfall from thepmposal be the obligation ofthe Redevelopment Agency. The City Administration and the Mayor expressed their support of the proposal and direction adopted by the Council. Staff from the City Manager's Office, Economic Development Division, Finance Division, and Public Works Engineering have reviewed the documents presented to the City Council. Unfortunately, due to the dramatic cost increases and risks associated with the terms of the lease, staff cannot recommend approval of these documents. Theproposal ofMay 16 requires a stadium cost ofapproximmely $25,300,000 and annual debt service of approximately $2,700,000 on a total band amount of approximately $31,000,000. The agreements before the City Council will result in a aloof=wiW construction costs estimated at $32,600,000, and annual debt service of$3,500,000 oo stand bond amount of approximately $41,000,000. These cost increases, which are only estimates and may well increase due to the aggressive timelines inplace, will result in ental bond Payments of $105,000,000 over the life of the agreements. They also result in a stadium proposal which is not self supporting, and which wil I result in a subsidy of approximately $900,000 per year bruin cher general fund related revenues causing either reductions of fundamental services, such as public safety. public works, or public parks, or rax increases. The increased subsidy of the project was discussed by HCDC during its review of the DDA between the City and Redevelopment Agency. HCDC ultimately commended that the Agency's obligation for the subsidy be limited to $200,000 annually, and that the balance of the shortfall should be the obligation of Fresno Diamond Group. The lease agreement before the City Council contains significant risks that were not anticipated in the proposal of May 16. The first risk is that in order to meet the completion date of June 2002 rumored in the lease, the City most dedicate $5 to $6 million of City funds to require structural steel, precast connote, and to perform mass excavation support, well in advance of receiving bids on the stadium construction and knowing its final costs. This action will almost assuredly bind the City to an unknown final construction cost prior to having a complete financing source in place. It will also make the City responsible for any design or constmc0on problems (and delays) caused by piece treating these major construction components. Report to the City Council Septmnber 9, 199] Page 2 The June completion date also creates an extremely difficult schedule for City staff and HOK to meet. Bunt Construction, construction manager for die project bas expressed concerns regarding the schedule as it leaves no room for "in Flight corrections." Therefore, any delays that occur will likely increase the cost of the stadium. Hunt has alsostated that the while the schedule is not impossible to maintain, projects ofthis nature are bound to run into a number ofdiflicult challenges along the way, and Monday believe potential safety valves, including schedule extensions and reduction in scope, should be developed. It should also be noted that the review perforated by the Economic Development Division was conducted without the benefit of a complete copy of all documents and agreements. The security for the Fresno Diamond Group's obligations under these agreements is not the baseball team. It is en interest in Ne amperes Nat own the team and would be subject to any and all arrangements made by Ne Fresno Diamond Group which could include commitments to other regions. The proposed lease agreement between City of Fresno. Fresno Diamond Group, LLC and Fresno Grizzlies' Inc. also allows the sale of the team operations, togetherwiththe right to use the stadium, at any time including immediately afferthe sale of such items as the nursing rights. CONCLUSIONS AND RECOMMENDATIONS StnRdoes not recommend the approval of the lease agreement and related documents presented to the City Council. Bather. staff recommends that Ne City Council direct staff be return with the lease agreement presented on November 23, 1998. This agreement will Provide for a stadium which is self sustaining, and which can be expanded to meet increased needs and cash flows, a process that was used by Fresno Suite University to construct Bulldog Stadium. REPORTTO THE CITY COUNCIL AGENDA REM NO. 2:30pm A COUNCIL MEETING October 17, 2000 �_ xrrRmm oevaRnmwraRacma���yy��- October 13, 2000 MANAGER FROM: Hilda Cantu Montpy, City Attorney SUBJECT: PROPOSED PUBLICLY OWNED MULTIPURPOSE STADIUM AT SITE GENERALLY BOUND BY TUI -ARE, BROADWAYfH" AND INYO STREETS AND FULTON MALL OR BROADWAYIFULTON ALLEY WITHIN THE CENTRAL BUSINESS DISTRICT REDEVELOPMENT PLAN ARFA NemMmr.�.e Veen eomeeiNMn Dne ry po BACKGROUND O°mft, On May 18, 2000, Council approved certain tlealpoints regarding a stadium project and directed that negotiations with the Fresno Diamond Group (FDG) be commenced, The basic premise of Council's direction was for the City to construct a Cdybwned stadium and lease it to FOG for 30 years. The May W tlealpoints and the transcript of the meeting are attached for your convenience, as they are referenced throughout this report. Since May 1 ax, the Executive Director for the Redevelopment Agency (RDA), the City Manager, and this Once, along with our respective staffs have worked to accomplish Council's direction. Considerable work and negotiations have been undertaken by the City, RDA and FOG during that time period. ISSUES While the premise of the transaction is a common one utilized by public entities, some of the details of the tlealpoints for this transaction and their interrelationship have presented challenges. The primary challenges include the following: 1. Construction Completion Date. We note that a construction completion date was not pad of the May fair tlealpoints. Yet, at the outset of our discussions with FOG, their position was that the stadium needed to be completed in time for the 2002 AAA Baseball Season. While a completion date was not expressly provided for In the tlealpoints, this issue was addressed on June 27, 2000, when Messrs. Fitzpatrick and Reid sought antl obtained approval from Council on agreements for architectural design and construction management services. The rationale was that Council would authorize these agreements early so that the subject work could commence parallel with the negotiations of the transaction and completion of all agreements and documents for Council consideration. Thereafter, the City engaged HOK Sport Inc. (HOK) for architectural design services and Hunt Construction Group, Inc. (Hunt Construction) for construction management services. Report to Council October 13, 2000 Page 2 When Council approved the consultant agreements, Council understood it was taking a risk by authorizing their work prior to approving the project and the various related agreements and documents. This office assured Council that language protecting the City would be included in the agreement The agreements provide that if for any reason, the City determines mere is insufficient funding available for the Stadium project the lease with FDG is not consummated, or bonds are not issued for the project; then each of the consultant contracts may be terminated upon 7 days written notice to the respective censultanl. In the event that the contrects are terminated for any of the aforesaid reasons, the consultants will be paid for the services performed prior to the effective date of the notice. HOK will be entitled to full compensation for me schematic design phase, If their contract is terminated prior to their completion of such phase. The early work provided by HOK and Hunt Construction has proven very helpful in putting this transaction together. This is especially true with rasped to gathering accurate information for construction coat estimates and the construction schedule. These matters are discussed in greater detail below in the section discussing the Lease Agreement. Notwithstanding this pre -Transaction approval work, we explain below why the construction completion date is not timely for the opening day of the 2002 AAA Basebal I Season. 2. Project Costs and Design Cheers. Various issues have arisen with respect to the casts of the project. The Council's tlealpoints called for a. "$25.3 stadium" including °FDG's verified costs of design and development to date." (See Dealpaint 3); and b. "Annual debt service, all things considered, .. [of] approximately $2.700,000" with a"total bond amount... of $31, 000,000.' (See Dealpoint 4) The numbers given by Council were very specific. Vet, in Dealpoinl2, Council directed that the "stadium will be constructed in accordance with the schematic design dated 3-1-99' The tlealpoints have been used as strong guides, but Hunt Construction and HOK have provided us with information dearly showing that the Stadium as proposed in the May 16x tlealpoints cannot be constructed for $25.3 million. Moreover, the bond transaction and most importantly, the annual debt service amount exceed the sums contemplated in the May le motion. Thus, the transaction before Council includes adjustments necessary to cost and design, as more fully described below under the Lease Agreement section. 3. Use of RDA Taz Increment for Certain Debt Service. This has been a topic of considerable discussion. Vi the use of tax increment was not a specific dealpoint it was a significant part of Council's deliberations of May 161h. Based on Council's motion and the attendant discussion, this of ca understood the Cound l's position was that in the event the stadium revenues were Insufficient to pay for debt service, tax increment would be used. As noted above, the project costs are greater than anticipated so this has understandably been a subject of disagreement between me RDA and City staff. Please see Staff Report regarding the alternate D$DAsone consistent with the May 16" motion, the Omer capping the RDA's particpation. Report to Council October 13, 2000 Page 3 BASIC FINANCING STRUCTURE OF TRANSACTION Financing of the Stadium Construction Casts will be provided by a lease revenue financing between the City and the Fresno Joint Powers Financing Authority (JPFA). This type of financing contemplates the Cly entering into a Site Lease to lease the stadium property to the JPFA. The JPFA then enters Into a Facility lease to lease the Stadium back to the City for a period of 30 years. The JPFA issues bonds for a term of 30 -years and the proceeds of the bonds are used to construct the Stadium. The rent that the City pays on the Facility lease is used as a pledge for the revenue to pay down the bontls. The City would also be enli0ed to sublease the Stadium to the Fresno Diamond Group, Mr. Carlton's detailed report on the Financing Plan, and recommended resolution to proceed with the Financing Plan are attached AGREEMENTS AND RESOLUTIONS The following agreements represent the best and final set of documents for your consideration in approving this transaction. All of these agreements have been approved by this office. 1. Disposition and Development Agreement(D&DA). Thefactthatthe underlying property is owned by the RDA together with the issue of the RDA's participation in the debt service required that a Disposition & Development Agreement (D&DA) be prepared and negotiated between the City and the ROA with this Office facilitating with drafting of the agreements as well as with advice and review regarding necessary data, findings, and procedures required under the California Community Redevelopment Law. Please see under separate cover, the staff reports) regarding alternative D&DAs. The D&DA has been structured to transfer title of the property to the City and to define the obligations of the RDA to the Ciry in the event that the projected Stadium revenues and FDG's annual rent payment do not meet the City's annual deal service. As noted above, numerous discussions were held between the City and Agency staff regarding this agreement. This Office conducted extensive research to ensure that the City and Agency are in compliance with Redevelopment Law. (Permissible use of the lex increment, tax increment from merged areas, findings, construction of publicly owned facilities, etc.) This Office prepared a D&DA consistent with Redevelopment Law and Council's vote of May 16^. Mr. Fitzpamck's once prepared an alternative D&DA. The principal difference between the D&DA's is the capping of the RDA's obligations to the City in the event the City's annual debt service exceeds the al stadium revenues. See staff report(s), 2. Lease Agreement With FDG. Report to Council October 13, 2000 Page 4 a. Basic Tens. The primary agreement for this transaction is the Lease Agreement.' The Lease Agreement presented to Council represents a 30-year lease between the City, FDG and the Grizzlies ° The City will own the stadium, and the FOG will have the exclusive use and operation of the stadium subject to the right of the City to use the stadium 17 times each year. The City will be allowed 7 non�conc fission events and 10 concession events annually. The rent will be $1,500,000.00 per year with no increases throughout the 30-year term of the agreement. The City will supply parking consistent with the Parking Agreement addressed below. The foregoing is consistent with the May 16e Dealpoints. b. Design Criteria The stadium will be constructed in accordance with design criteria attached as Exhibit "A" to the Lease Agreement. We note this is a variance ham the"HOKsrhemalic design of 3-1-99' required in Dealpoint 2. Thepardishave modified it in an effort to reduce the construction costs. The primary modlhrations are as follows: (1) Elimination of the enclosed circulation coati on the Suite Level. Circulation at the Suite Level is now done via exterior walkway. Estimated Savings: $300,000. (2) The removal of Club Seating from the Suite Level and relocating it to the standard truss system on the Upper Deck seating area. Estimated Savings: $500,000. (3) Elimination of the stand alone Administration Building and the creation of a Combination Administration and Club Lounge Level inside of the existing stadium envelope thus reducingthe total steel tonnage of the project. Estimated Savings: $250,000. (4) Refinement of the seating layout thus increasing the total seat efficiency allowing an elimination of 950 seats in the upper deck seating area near the right field foul pale without decreasing total number of seals below 12,500. Estimated Savings: $500,000. C. CcmsmuctoD Completion Date and Cost. The Lease Agreement provides that the City will bid the construction work with a June 1, 2002, completion date and May 1, 2002, alternate Completion date. The City will bitl end award the project pursuant to a ceiling of $28,560,048.00 (hereinafter 0$28.5 million' for As noted aeove, Nis Is technically a suae6ae as the basic lease is beMesn Me City and the JPFA. For convenlence purposes, we use the term Lease Agreement In this report. The CRY requested the Fresno Diamond Group to Incluse the Gd¢ilies as a Party to the Sublease to shifted me integmy, of the pledge of the Tucson Toros Mock as security for performance of the Suble9ca Agreement Faiture to Include the Gdzzles as a Percy to Me Sublease Agreement could jeopardize the City's abllify to foreclose on the pledged Mock. Report to Council October 13,200 Page 5 convenience). As noted above, the Council May 160 dealpoints anticipated the construction of the stadium to be approximately $25 million which included FDG's verified costs of design and development to dale and an allowance for equipment, furnishings and fixtures, The hard construction costs, ("bricks and moms were anticipated to be approximately $23,700,000.00. Information received from Hunt Construction reflect that the estimated construction costs are greater than originally anticipated. This cast is also driven by the construction completion date. We describe below how we arrived to the June 1 date and the $28 5 million amount The total cost of construction as originally defined within the Council's May 16" dealpoints and the completion date for construction of the stadium represent two of the most significant issues for this project. The City and RDA, With the assistance of our consultants, RICK and Hunt Construction, have developed three scenarios for the stadium construction schedule which are as follows' (1) June 1, 2002 Scenario -Complete construction of the stadium by June 1, 2002. This is the scenario contained in the Lease Agreement. This scenario will require the City to procure the steel, to precast the concrete, and to award the mass excavation contract before the City hires a general contractor for the major portion of the stadium construction. This schedule is considered by our consultants to be an aggressive approach, characterized as "Fast Track." It requires phasing of design work, multiple bid packages, the ordering of material prior to completion of design, a streamlined bid process, rapid review of bids, limited period between receipt of bids an award of contract, and a premium pay construction schedule. The projected ham construction costs for this construction Would be approximately $2a.5 million. This amount does not take Into account any potential coat overrun risks. With a compressed schedule, there is greater potential for mistake in design, inaccuracies between the design and ultimate Construction, and In enn8uU&IOn through multiple phases. We note further that this date was reduced from an earlier completion date of July 1, 2000, through the infusion of aggressive and accelerated time frames for HICKS work and that of City Staff. (2) October 17 2002 Soared -Complete construction of the statlium by October 17, 2002. This scenario would allow the City to complete the design of the stadium before it bids the construction: bid the construction and then construct the stadium. The proMatetl hard construction costs for the stadium would be approximately $27 million. This scenario follows standard City procedures (design, bid, build) and presents the least risk and cast to the City. (3) April 15 2002 S -Complete construction of the stadium by April 15, 2002. This scenario includes all the fast thick features of Me June 1, 2002, Scenario, but would require a significant shortening of the construction schedule from 12 months to 10 months. This scenario is not recommended by our consultants. It is the most costly in both total hard construction coats, Report to Council October 13, 2000 Page 6 estimated at $31 million. and in greater related risks. We have been advised by Hunt Construction, that this Scenario would have significantly greater exposure to the City in terms of potential design problems, construction inconsistencies or mistakes and associated costs related with compressing a 12 month construction schedule to 10 months. The resulting Lease Agreement is an attempt to reconcile Council's goal to build the stadium to a defined construction budge) and defined design while expediting the completion of construction to the greatest extent possible to meet FDG's goals of timely opening the stadium and a defined design. The June Scenario appears to afford the City the ability to construct the stadium in as expeditious time frame as is reasonably possible to allow FDG to capture a reasonable part of the 2002 AAA Baseball Season. While the Jun, Scenario is still subject to greater risks than the October Sentient, the risks are far less than in the April Scenario. Under the June Scenario reflected in the Lease Agreement which requires early contracting for steel. pre -cast concrete and mass excavation, the City will be committed to approximately $5 million to $6 million in costs before it receives bids for the general contractors agreement and before the City determines to award a contract. As a consequence, the City is placed at some risk in the event no bids are received or all bids exceed Me $28.5 million Estimated Construction Cost for the statlium, The Lease Agreement allows the City to bid the stadium construction consistent with design criteria dented in Exhibit "A° thereof, but with add alternates and deducts reasonably agreed upon in good faith between the City and FDG to allow for adjustments to meet the Estimated Construction Cost. At this point in the design process, there are no assurances that there are aspects of the design Mat can be deducted to meet a significantly lower construction coat without elimination of seats in the stadium but all avenues will be explored in good faith. The Lease Agreement provides that in Me event that no bids are received or all bids exceed Me budget, then Council and FDG may mutually agree to extend the completion date and rebid, or Council may terminate the lease agreement. In any event, it will be in the sale discretion of Council to award to the budget or to walk -away from the project. While there is ultimate ability for the City not to award B Me fixed price is not mat, the magnitude of the City's investment by that time will be substantial. Whl Is FDG has agreed to Lease Agreement language with a June i completion date, they have asked that a May t completion date be added as an alternate date in the bid documents with the understanding that an award of a contract with that completion will be made only it the contract amount is equal to or less Man the $28.5 million. Report to Council October 13, 2000 Page 7 We note here that the $28.5 million amount does not include construction costs for concert staging, turf protection and the scoreboard because of their unique nature are being built by FDG. However, the City will reimburse FDG $1.395 million for these costs through a rent credit. Thus, they are coats to the City. In summary, the cost of the stadium constmction is interrelated with the construction completion date and the fixed designed criteria. The overall costs of the stadium will be higher than contemplated by Council on May 16, 2000 3. Parking Agreement, The Parking Agreement has been negotiated between FDG and the City and is attached in substantially Complete tone. All sigriff nl issues have been resolved between the parties. See staffs report under separate cover. 6. Non -Relocation and Continuous Operation Agreement This Agreement has been negotiated between FDG, the Grizzlies and the City and is attached in substantially complete form. The Non -Relocation Agreement requires the Fresno Grizzlies, to continue to play all season home games at the City's Stadium during the term of the Sublease. The Fresno Diamond Group shall also be required to make commercially reasonable efforts to schedule events throughout the year that are consistent with a frstclass state -of -art, multipurpose Stadium. This agreement creates additional obligations on FDG Man those under the Sublease Agreement. In the event that FDG or the Grizzlies were to breach the Non-Relooslion Agreement, the City would be entitled to sue either party for damages or equitable relief in the form of specific performance. Other than a rejection of this contract by a bankruptcy court, the City could attempt to enforce the Grizzlies to play In Fresno. All significant issues have been resolved between the parties. 5. Fresno Grizzlies Pledge Agreement. The Council's May 16s dealpoints required the Grizzlies to pledge the stock of the Tucson Toros, Inc. (TTI) for the duration of the lease with the City. Attached hereto is an Organization Diagram regarding me FDG related entities. TTI granted to FDG an option to purchase the Franchise in accordance with an Option Agreement dated October 21, 1997. FOG has requested that they be given the authority under the Pledge Agreement between the City and FDG to exercise their rights to purchase the Franchise which would have the effect of dissolving TTI, the Grizzlies, the interest held by John Carbray and the John Carbray Living Twat. FDG dasires that in the event that they exercise their option to purchase the Franchise, they would supply a substitute security to the Clty. They have proposed, as indicated in the attached Grizzlies Pledge Agreement to create a subsidiary Limited Liability Company which would hold all ownership interest in the Franchise. The subsidiary Limited Liability Company would issue one membership interest to only FDG and they would pledge any and all Interest in that singular membership to the City as substitute security for the TTI stock. The GrivJies Pledge Agreement requires that in the event that FOG were to replace Me TTI stock with a substitute security such as a subsidiary Limited Liability Company, that company would replace the Grizzlies as a party to the Sublease Agreement with the City, Report to Council October 13, 2000 Page e This structure would enable the City to have some form of security for the full term of the Lease Agreement and give FDG me ability to exercise its option to purchase me Franchise and collapse the current multiple entity ownership structure that currently exists. While this structure is not exactly the same as Council's Dealpolnt 9, we believe it provides the City with the protection desired by Council. ISSUE Shall Council approve the documents, resolutions, and directions to move the Multipurpose Stadium Project forward? CONCLUSIONS If the City and the RDA wish to approve this project, approval of the following is necessary: `1. Agreement Between the City of Fresno, Fresno Grizzlies, Inc. and Fresno Diamond Group, LLC, Concerning Construction and Sublease of a Multipurpose Stadium 130 -year Lease Agreement) (Council action) '2. Non -Relocation and Continuing Operation Agreement Between the Fresno Diamond Group, LLC, Fresno Grizzlies, Inc., Tucson Toros, Inc., and the City Of Fresno (Council action) n. Pledge Agreement Between the Fresno Diamond Group, LLC, Fresno Grizzlies, Inc., Tucson Toros, Inc., and the City of Fresno (Cound/action) '4. Parking Agreement Between the Redevelopment Agency of the City of Fresno, the City of Fresno and the Fresno Diamond Group (Council and Agency action) 'S. RESOLUTION -Approving Disposition and Development Agreement (D&DA) By and Between the City Of Fresno and the Redevelopment Agency of the City of Fresno, and Making Certain Findings Pursuant to the California Community Redevelopment Law, for the Proposed Multipurpose Stadium Project in the Merger 11 Project Area (Council and Agency to specify which alternative) (Council and Agency action) a. Consideration Of Alternative DSDAs. (Council and Agency action) 'S. RESOLUTION- Approving a Financing Plan for Construction of Multipurpose Stadium to be Located in Downtown Fresno: Authorizing the Appointment of an Underwriter, Financial Advisor, Report to Council October 13, 2000 Page 9 Trustee and Bond Counsel in Connection with the Financing; and Authorizing the Taking of All Necessary Actions to Proceed with the Financing. (Council action) 7. Action Providing Council President, City Manager, Redevelopment Agency Executive Director, and City Attorney, or their Designees with Authority to Take All Necessary Actions, including but not limited to, Execution of Agreements and Documents to Implement Stadium Project Consistent with Approved Resolutions and Documents. (Council and Agency action) Attachments: 1) May 18, 2880 deal points a transcnpt 2) Lease Agreement 2) Oryanuagon Chart HCM'. en l mgh2111epMICM 10) STADIUM PROPOSAL 1 f4say,16,2000 1. The City will own the stadium and lease it to FDG. The [case will be for 30 years. 2. The stadium svi8 be coosoucted in accordance with HOK design schematic dated 3-1-99. HOK will be the stadium architect. 3. The cost ofric stadium, including adequate allowances for equipment and fiumishings, will be approximately $25,300,000. Cancel staring and concur turf protection is outside the budget and will be provided by the tenant. The site, offike improvements and building Parents are outside the budget and w01 be provided by the landlord. The costs include FDG's verified cons of design and development to date. Than will be approximately 30 private suites. 4. This Proposal assumes that the annual debt service, all things considered, wall be approximately S2,700,000. (The total bond amount will be approximately $31,000,000, which includes capitel'v.M interest and cogsofissuaace.) _. The rent will be 51,500,000 for the term ou&be lease. n. The City w0i provide azsumrces ofadegmtepublic parking, a tan perking charge, and keep 0 parking revenue for 0 baseball coal non-hseba0 events (estimated $600,000). essential event staff. 7. FDG will keep all other stadium revenue sources, e.g., naming rights, pouting rights, signage, advelismg. etc. 8. FDG will pay all costs ofopemting, insumnce and maintenance. The City will pay for the maintenance of the mofamd other smocuma3 member. 9. Th Triple -A fianchise is owrcd by Tucson Tom; roc., which is a subsidiary ofFresne GriwJies, Inc. The value ofthe fianchise a 512,500,000, or more. Fresno GrbzTcs, Inc. will guaranty the performance ofFDG's Imre end will pledge the shares of Tu got Toms, Inc., as security Por the.guaranty. l0. the City will provide adequate police pemmrmel beside and outside of the stadium for all events, as determined by the Police Department. AS event security wall be provided and paid for by FOG. 11. The lease will include a 30 -year mo -relocation agreement. r) - viceeee to a. Iu Pvum CR t 6•a ..L Attachment o achment 1 to City Attomev's 0.ey 12. Ctv-Swnsomd Non-Concesi on Saw W Evsnts. On available dates, the City may schedule an event in the stadium that will not woke use of the stadium concession facilities. During the season, the City may designate up to seven (7) such non-comesslon using special events. Non-concession-usingspecial events shell generally be partially or wholly sponsored or convicted lot by either the City or other not-for-profit organizations or for charitable purposes. For example, the events may include arts festivaLs, ethnic frrtivels, neighborhood fairs, M. The City shall be solely responsible for all cods associated with airy City event end the City shall be solely entitled to all revenues from arty such event c=pt concession revenues, which is confined below. 13. Citv Soorsored Concession -Using Events The City may designate up to ten (10) costcession-using events. The City shag entity the Team in writing, at least thirty (30) days in advance of the City's intent to sponsor an event at the madsum Tice Temnshzg mtify the City within five (5) days after receipt of the write if the City's proposed date conflicts with the Team's right to use the stadium The Teem will nuke consumable efforts to accommodate the City's requested dates. On available dates, the City may use the stadium and its concessions as outlined below. For all City Concession -Using Events such an City -sponsored concerts or other dr filar events, the Net Concession Revenue from the concessions opcmtd by the Team shag be divided with fifty percent (50%) to the City and filly percent (50%) to the Team Net Concession Revenues mean the gross receipts from ell concession sales, loss the actual ad reasonable costs of goods purchased mod actual salaries, or sees commission expenses j paid for the sales. In dent n adog, Net Concession Revenues, no deduction from the gross sales receipts shaft be made for the Ten's or Concessionaires overhead, mvugement fees or concessio sires' cu®isslons to the Team Without prior appmvel of the City, Net Concession Revenue sbell Out include lir annual was of my goods, scrvrca or merchandise sold as a concession dem which was acquired or purchased thorn a wrnpany, or organization awned, in whole or in part, or wntrolld by the Teem WLDA CANrU MONTOY City Attorney July 18, 2000 MEMORANDUM TO: File RE: Baseball Stadium - Transcript of Hearing May 16, 2000 CA File No. 5868 Boyafan Consideration and action on proposal to Fresno Diamond Group for construction of City owned downtown multipurpose stadium and lease to Fresno Diamond Group and direction thereon. Acting President Bredefeld. Bredefeld Thank you Council President. I want to briefly discuss this proposal today. You know I've been asked what makes this a better deal. It's not a better deal. I dont think It's a better deal than what we had months ago where the City was going to commit $6.5 million and get a $30 million dollar stadium. I think actually that was the best deal but unfortunately the Diamond Group's Insurance company bailed out on the deal and that was unfortunate. So this is not a better deal, We just a different deal. In December, and you have in the packet, Council, the Diamond Group presented a proposal to the City, to, well to Councilmembers, to actual mayoral candidates, I know the two mayoral candidates also received it cause I've spoken with them, I received it and We included in the packet, but at that time the Council I don't think was as open to doing that proposal. We had formerly taken a position that we weren't going to have any kind of subsidy from the General Fund on I believe at that time was a million -dollar lease payment that we were expecting from the Diamond Group and there was still debate as to whether or not they were going to get naming rights and advertising rights. So, that proposal, nothing really happened. But, as you he" in your packet, the FDG, the Diamond Group did offer the City a proposal for $1.5 million, it's included in your packet. And they ware willing to pay that lease payment at that time. Uh, subsequent to December I began reviewing proposals again that, actually lease agreements that have been done in other allies, Salt Lake City, Northrop, uhm and let me sae what the other one, and in Indiana, thank you, and looked at those agreements. And in all of those agreements C«m4dtop - the team had the naming lights, broadcast rights, pouring rights and uhm I OwiYikl ao 711Y I A(J Attachment 2 to City Attornev's Rea Baseball Stadium - Transcript of Hearing 5/16/00 July 16, 2000 Page 2 then reviewed again the FDG proposal and felt that perhaps our position needed to be looked at again and that maybe they should be getting the naming rights, pouring rights, advertising rights. And so I reviewed their proposal again in December and fell uh met if we made some modifications. it would probably be acceptable to me and I think to many of the Councilmembers. As you can see, on the May 16 proposal that we put together, it's very comparable to the FDG proposal in December. There is a $1.5 million lease payment that they would have to make. The City would own the stadium. There would be approximately, and the cost of the stadium would be approximately $25 million. I put in there that there would Ice approximately 30 private suites. The average for suites throughout the league is about 20 and many of these numbers 1 took right from the Price - Waterhouse study that was done a year or so ago. So we actually increased the private suites because the Diamond Group say that they need additional suites. The City would get all of the parking revenues, uh and again they would get the naming rights, pouring rights, signage advertising. They would commit the pledge of the franchise to insure the payment of the lease- That was something that we had before. They indicated they were Wiling to do that again. And I think that's critical. And it would be a 30 year non-miocation agreement. In addition, the City would have seven City sponsored non -concession special events. That's basically seven events where concessions wouldn't be sold and basically they would be events that would be for nonpro—, non, for profit organizations, festivals, charitable organizations, neighborhood fairs and the City. Then there would be City sponsored concession using events. And this is really in relation to Councilmember Quinteroa concerns which are very valid concems. Is there going to be a competition with Selland Arena versus the City versus the stadium. If in fact, FDG Is operating the stadium which is what they Wanted to do all along. Which the City was net willing to do In the eadier proposal and in this proposal. FDG would operate the stadium year round which they said has been critical for them. I think this would address some of the very valid concerns by Councilmember Quintero who said that We cool want to compete with City facilities against the stadium and here we would have up to ten concession using events. Basically we would split the net concession revenues 50/50, 50 to the City. 50 to FDG and If the City Wanted to hold a concert in the stadium or any other event that we hold in Selland Arena right now, the City would have the right to do that for ten specific events. As you can see, an the revenues versus expenditures, the City would have a debt service of approximately $2.700,000 based on all the coat issuance fees and the actual debt service. The rent would be $1.5 million from the Diamond Group. The City would collect about $600,000 In parking revenues. Again, this is right out of Price -Waterhouse. We would have a possessory tax of $55,000, a room tax of $25,000, sales tax of $30,000, concession revenues of about $50,000 and other City events revenue which Baseball Stadium- Transcript of Hearing 5116/00 July 18, 2000 Page 3 we estimated on the extremely conservative side. It we have our ten events and charge $5.00 per ticket with 5,000 attendees, we would generate $250,000. We know that whenever you have a concert such as a Neil Diamond event, they're usually sold out. It's not 5,000 attendees and you certainly don't charge $5.00 a ticket, you charge a lot more. So that's a very rough conservative estimate. That would leave us with a shortfall of about $190,000, which I believe we should use from the Redevelopment Agency area. Particularly the expanded areas of the airport, which I'm told by our Executive Director, Mr. Fitzpatrick, will generate approximately $170,000 to $200,000 a year fmm the expansion. It's new money that ware not collecting now from the RDA. So in essence, them wouldn't be a short fall because we would use the RDA money. Now I think frankly that this is a good deal for both sides, for the Diamond Group We a good deal for the City. There are protections in place for the City in terms of the pledging, of the shares, and also there, the short fall is certainly covered. Now my concem frankly is, Mal the Diamond Group has indicated in December that they wanted to do the 1.5 million. I don't think theyre inclined to do the 1.5 million now. Because. I think frankly in January, they believe that they will get a sweeter deal, than whets being proposed today. Now, that may not be the case, 1 don't know. But 1 would certainly hope that the Mayoral candidates would certainly get on board if the Council supports this and expresses their support for the deal. So that we can get Me deal done. Because everyone has talked about trying to get the deal done as quickly as possible, I do believe that there are external pressures to get the deal done perhaps from the Giants. So I would like to see rather than waiting until January, the fact that we have seven months here that we can get this deal completed and we can get the paperwork moving. And people working together to get this done. If the Diamond Group opts to wart until January, Men I guess they wart til January. But I Mink, we can get this deal done. It's taking the very same numbers that the Diamond Group offered in December and applying them today. So I think It's a fair deal, I think its a good deal for everyone involved. I have spoken with the Mayor and he has indicated that he has mncems about the shortfall and perhaps, there will be a larger shortfall that may be in fact the case. He has Indicated that the General Fund will have a shortfall of about a million dollars from the Convention Center. I think that's accurate and Mr. Sours can talk about that And so I think Council, we have to be concerned about future budgets, and Me people who are going to be holding the positions in the future and the shortfalls that they will have to deal with. In fact, it the Convemon Center is gonna be a million -dollar shortfall that's a serious subsidy we're going to have to put to the Convention Center. So I think we're going to have to be very careful In terns of the deal we construct with the Diamond Group. And -. I don't think we want to have any larger a short fall than what's predicted in this deal. Sc, I hope that we are very careful about this. I know obviously, cg, Cq CNn1e tw `1�nr1 Baseball Stadium - Transcript of Hearing 5/16/00 July 18, 2000 Page 4 the Diamond Group wants to get the best deal that they can. But I think vm ought to hold them to commitment of their proposal in December of last year. And hold them to a 1.5 million -dollar lease payment So with that, I think this is something that is benef4al for both sides. I'd like to see this deal get going. Gel approved. It would be my interest that If the Council goes in this direction that we would have both Mr. Fitzpatrick and the City Attorney working together to get these documents approved. To meet with the Diamond Group and to get this completed. I would also recommend to the Council that if there is any additional shortfall, besides what is predicted here. That any shortfall would some out of the Redevelopment Agency and not the General Fund. I think that's the most appropriate way to go. I think that's the correct Ming to do. I don't have any problem with that, if we are all committed to making this happen. This is in a Redevelopment area. We all believe that this is one of the most important projects in our downtown. Itis in the Redevelopment area of the downtown, and we certainly ought ro have the RDA make its commitment but way. So. I don't know if we want to do a motion at this point, or H you want to hold off, Mr. Boyajian? Boyapan Yeah. Bredefeld You want to hold off until...... Boyajian You can make the motion. Bredefeld I would like to make the motion to approve the proposal that is in the packet - That Mr. Fitzpatrick and City Attorney Monloy work together are the co -leaders in getting this, the documents approved, meeting with the Diamond Group and coming back with hopefully their acceptance. And, that N Mem is any additional shordall beyond the $200,000 here, bat whatever documentation resolutions are needed. that the RDA will make up that shortfall. Boyajian I want M state that this is a City Council proposal. Mr. Bredefeld is Me lead on this, but that this Is a City Council proposal. This is a City Council, not just Mr. Bredefeld's. Is bare anyone from the audience that would like to speak on this issue? Open this up to the public. We have..... well why don't you go ahead Mr. Emarian and then we will go with the people that...... Let me go with Stebbins Dean, first Okay. Stebins Council President Boyajian, members of the City Council, I'm Stebbins Dean, CEO, of the Fresno Chambers of Commerce. Good Mooing. First, 1 let me compliment the Council, in particular Coundlmember Bredefeld, for taking on the issue of building a multipurpose stadium in downtown Fresno. antrxn cow pY Again, following meetings with league officials easier this year, I certainly Gry CNr4's OMW Baseball Stadium - Transcript of Hearing 5/16/00 July 1B, 2000 Page 5 got the message from them, and the Giants that they would like to sea positive movement on finalizing a deal for a statlium this year. And, that message again was reinforced at a meeting that I had with Branch Ricky, just a few short months ago. With that in mind, you know that I met with a number of you to determine H there was some desire on the part of the Council to move a deal forward. That message was encouraging to me at the time. So I put together a team of Rich Mar, who's the gangeman. who is kinds of the brains behind fire Redevelopment of the Manchester Center. Jerry Cook, who you know, as being involved In baseball and Larry Willy who's also worked very hand at puffing a baseball.... We went through a process with a number of you on the Council, to call it a consensus. To determine, if there was in fact, a consensus on doing a stadium project this year. And 1 think its safe to say, that following those meetings we all fell, that - that you know that all of you were positive about moving forward. That there was an opportunity to do a stadium deal. Which brings me here today? And the proposal that you have under consideration today, does contain many of the key points that I think are important In doing a baseball stadium deal. But the points that you have in front of you today are not complete. I think if the deal that you have before you today, as adopted as a document that It's more of a proposal than it is a final negotiation. Which concerns us? I think rather what you have in from of you today, should be taken as guidelines that need to be followed so that d in fad its Hilda and Dan Fitzpatrick that they have the guidelines necessary, that they can fallow to finalize the deal, bring it back to you for your approval. One thing that you could do today that would be very positive and that would be to move forward with a hiring of HOK and finalizing the design. We all know that HOK would take anywhere from two to live months to complete the design. Which If we was, can only extend the building of the stadium. So 1 would encourage you totlay, to 1) consider that these be guidelines given to Dan Fitzpatrick and the City Abomey to finalize the deal; 2) that you consider actually hiring and finalizing the design of the stadium with HOK. And I think that those two steps should move to depoliticize this process. And realty, hopefully take it put of the headlines and out of press conferences. So you know people, can meet with people, and get the project done. Thank you, for your time. Boyajian Thank you, Mr. Dean. Jack Emenan. Emanan Thank you, President Boyajian. First of all, I would like to address my first comments to Gary Bredefeid. Gary, you mentioned about a sweeter deal. That's gonna be fuller from the truth. The Fresno Diamond Group does not believe that we can get a sweeter deal with the next City Council. We believe that whatever, the deal comes out it would be the same whether its with them or with us. We do not believe that......] don't believe that and I Carew cncv CrJ4 -. urr n.rc,,.Iarrw om�cl IiCJ Baseball Stadium - Transcript of Hearing 5116100 } July 16, 2000 Page 6 don't think my Board of Directors believes that. We are very anxious to get this project done. So my name is Jack Emerian, I'm here an behalf of the Fresno Diamond Group and my capacity is Vice -Chairman of the Board of Directors. Before you Is a proposal to build a multipurpose stadium in downtown Fresno. The fact that a proposal has been brought before you, indicates that you have a sincere desire to see this long and frustrating process come to a conclusion. No one, including myself could be more pleased to see this process move tmward and to achieve an agreement with the Council that both sides can live with. Although we view thie proposal as the foundation of an agreement in principle; many d0f fila will have to be worked out before a final agreement will be achieved. The Diamond Group is ready, willing, and able to meet with your appointed representatives to work out an acceptable agreement. We strongly urge you, to establish the PrOWSS to get these negotiations on back by designating a Council representative to meet with our representatives as soon as possible to work out the details. In conclusion, I am confident that we can work out an agreement that will satisfy both parties and get this stadium built. I thank you for allowing me this time to address you. Let's move forward. Thank you. Boyajum Mr. Mullaly is he here. Mullaly I think on ... _net same....... I begin ...... 25 years of what happened. So far, I asked when the first proposal was from the group.... was show me the money. And we haven't seen the money. There's always wall we're going to do that tomorrow. Let's hold another meeting. He wants all the best of two words. His. He wants the right to pat on concerts. That's what he really wants. And he can cut Me Convention Center to the floor. That's the word from the get go. He's nor a producer of ball games. He's the producer of shows. And I dont mind if you make a deal with them. Its fine, but watch your wallet. I mid that begin and I've said it today .... and I'll say it after. And What usually happens, is when the ball bounces the wrong way. We will say we couldn't have predicted that. But the City's on the hook and he leaves. Now we had the Fresno Giants people don't remember that That was a parent club....... was the San Francisco Giants. And City College took a dumping because the Giants went broke. The City College the one's playing and the stadium want broke. And I know you said theta not our problem, and it's yours. So the Ctty College got stuck. Theta why they don't lel them play at....... they wanted to go to Fresno State...... look for a state gettheirsmaner. City College will not lend out this stadium to nobody without the money up front. And I'm sure that the Chamber of Commerce has some millions of dollars, and they could pick up a million -dollar bond right there on site. But would they? He's smiling, and they wouldn't And If they wont do it with their money, they want to do it with your money. That's canaM ceyr ' cmavn)onm ore llIgICU 1 Baseball Stadium- Transcript of Hearing 5/18/00 July 18, 2000 Page T okay with me, but don't do it with my money. I don't want to see the taxes going up because another mistake was made. We need a ball park, fine. Let them have the ball park and he can use it for all ball park, but nothing else. Rest of Me City. And you watch the rabbit run. Thank you. Boyalmn Thank you. Anyone else from the public want to speak on this issue. At this time we are dosing the public hearing and going to Mr. Mathys. Mathys I appreciate my colleague's perseverance on this issue. I know R's been veryherd stuff. I know its probably been the one issue that we have been criticized the most for up here, in the last four years. We haven't been able to come up with a proposal that is fair, and a proposal that would work. One comment I'd like to make, I did mad the packet and do appreciate the different teams that were compared. One thing I did note with regards to Indiana, they did have about a nine million -dollar commitment from their county. Which that, they didn't have to pay back on a monthly payment. That was actually where, in fact, the county would take a portion of the revenue stream. So that is relevant because our proposal initially would have required payments to the county. The other thing they received which is very impressive and showed that their community supported it. They received a four million dollar charitable contribution. So I Mink that's very relevant. I don't believe that we've been able to do that herein Fresrw. I don't think that there has been any fund-raising done at all other than from the taxpayers. I think that's something we need to put more emphasis on. I really think at this point, Mr. Emerian. I've asked this from you for the last four years. And I know we don't always agree on everything, but I know that you are a successful business man. I know that many of those involved In the Diamond Group have excellent business track records. And, ere vary respectable. And I know for a fad that if I were to come to your printing company and want to do an order Of fifty thousands dollars. You would want to know something about me. And you'd have aright to know that information because if, in fad, you did the printing and I didn't pay you afterwards you would be stuck with the bill. And, although that's a simple analogy, I think that very analogy applies to the taxpayers of the City. I've consistently asked for lax returns, we don't have them. I've asked for financial information from the Diamond Group. We don't have the information. I've asked for corponde credit reports. I've asked for individual credtt reports. None of the information is available. Yet In the same breathe, we're contemplating a thirty million -dollar loan guaranteed by the taxpayers of this City, to in fact, build a baseball stadium. If that's good government or goad business, I'm sitting in the wrong chair. The bottom line is, if were going to gel involved in a malar transaction like a stadium. Which dearly will benefit the community, if its done right. We have a duty to do our homework. That homework includes knowing something about the taco aac� Cloy c1lWo office Dine _7(fiejQy Baseball Stadium - Transcript of Hearing 5118/00 Jury 18, 2000 Page 8 Fresno Diamond Group. We don't know how many tickets your selling. We dont know how many seats your billing. We have no idea what your prof e; are. We don't know your financial wherewithal. At the same tims your coming here and asking us for thirty one -million dollars, something isn't complete in the equation. And f were going to get involved in a large expenditure, if we're going to encumber the tax dollars for the next thirty years. And keep in mind this decision won't affect just us, but it will affect taxpayers for the next thirty years. We have a duty to ask those questions and I Will don't know to this day, why we havent received a tax return. Why we don't have financial information. Why we don't have credit reports. If any of us go to a bank and we want to barrow on our house, we're going to have to furnish that information. Yes, ft's not a house loan, but at the same time it's still a loan that we hope to get paid back on. And, so at this point. I can't afford to continue on voting on a stadium if in fact we don't have the information. And, what I don't understand is why we don't have 8. What is the reason for not furnishing it to us? There's gotta be something there that you don't want us to see - for us not to get the information. So, at this point I'm not gonna support tl, and I hope that before this year is out so that the next Mayor and the Council can make intelligent decision that, that va information will be made available to them. Thank you. Boyapan Member Ronquillo, Ronquillo I have to concur with my colleague that these are one of those points in trying to make a decision for the City that we received a lot of criticism. I don't think just fabricated from the media. but my last contact with a lot of constituents. It was so much - I even believed those that were admittedly against f. We're just saying do something? Its as ridiculous as this can gat. When you think in terms of the amount of time being spent, energy and legal services and everything else. Very frustrating for. I believe the entire City. That somehow we have evolved to some kind of a transaction, but I just want to go and say to some basic simple comments in reference to this. This stadium If you were there, the southern pad of the mall. For those that may not be aware of exactly where ft's at ft's - H you stand on the mall and which is Fulton. And then you just look south which Is from Tulare Street If you were there at the Christmas celebration that we had there, or attempting to do a Christmas celebration of the downtown association. We had Santa Clause at a was at 5:00 p.m. in the evening, maybe 5:30 p.m. at the latest And this was right before Christmas and we had a little ba of music some entertainment some children on stage and ft was sad. ftwas - to me heart breaking. There was actually no children there far- to sit on Santa's lap. You had some homeless j people not to far away. At 5:30 p.m. all the businesses were closed. And - that's a sad, sad commentary for this City. Whether you're the Mayor or the Cenn, fadc�ova Y f. Council on the dias for us to look with some kind type of pride and say that's oO Clry Olfip Baseball Stadium - Transcript of Hearing 5116MO July 18, 2000 Page 9 Dine771 Ur bry what we want. And for the nay sayers that think that this City can't invest in itself, let me tell you something. If that's the kind of City you want then that's the kind a City you're going to continue to get. Is a dead Chy. When you look at that It is heart breaking. And if you can't experience that then really you don't have a heart. For us to think that Nis City can go famam and to have the core of the City that's actually shut down tight. When the people that are employed downtown leave and have no reason to stick around. And you try to do an event with heartfelt feelings from the downtown association and those Nat coordinated d. To have that kind of a miserable turn out, is sad. This stadium only represents an amenity. A piece of furniture for the City. You know your homes that you Can buy, a thirty -inch television set or a very good used piece of furniture. A sofa to sit on. But no, generally in your homes you buy something that you are Comfortable with something you can have pride in. And, usually it's a forty -inch screen these days so you can entertain your family and your friends and your visitors. This stadium represents nothing more than a piece of furniture in which we can be proud to have, an amenity in which we Can use that fo attract other people to come to the City. Businesses might consider relocating hem because we have an addbional amenity. Convention and conferences Could highlight this. And, I'm saying that for a population of over $400,000. In 20 years soon to be 700,000 or 800,000. We can't say that we Can afford this is ridiculous. Yes, we con afford it. I'm in favor of putting through this project for that reason and that reason only. To help us revitalize that Cora of the City - that part of the City. The downtown mall, south mall specifically and use that as a catalyst to do that. And the amount of money that we have to invest really, and the amount that's being discussed as a subsidy is nothing Compared to what will come from that. When we get sales tax revenues, and new property because the new values increases. That amounts to nothing. It been nothing but a political ball that people have been tossed aroundrevenues and for those like to .... as I say cater to the nay sayer platform of the City of Fresno. You have done a hell of a good Job so far in stemming our progress and respect to this. So Member Bredefeld, certainly I would ask you that .... we say that this document that's in front of us, ds not that we are endorsing It as the only document. But a document that we can use as a guideline. That we have the Agency Director, our attorney as indicated, sR down with the baseball people to see d we Can get to specifically the points that we need to address in terms of the amount of the lease. And If you want to hold firm on the 1.5. That's fine. But let's say that this is a guideline document, and also that the project designs for the mulfi-purpose stadium be included In that Process. And, I would support that. Would you be willing to adjust ft that way? Your motion. Basically use those items that were pointed out the thirteen as the guideline. Bref r�lld,��pp Cmn,ea COpy�_ I'm going to address those. cav aercs ouxe Dine771 Ur bry Baseball Stadium- Transcript of Hearing 5118100 July 18, 2000 Page 10 Ronquillo Okay. And also .... we also ask the Director specifically to look at the project design for the multipurpose stadium and start honing that down to something that we want. I know that I have a little bit of a mncem in the curtain tlesign. Cause I'd like to make sure that the design includes the malls so that it can help encourage the revitalization as opposed to maybe just having one high wall there where its really not working in concert with the efforts to revitalize the southern part of the mall. Boyajian Thank you. Member Bredefeld? Bredefeld Yeah. I don't...... if we're doing semantics here or not. I dont see this as a guideline document. I see h as a veryspecific proposal. And, I keep hearing FDG saying this is a guideline. I'm not sure I understand that. We'reoffering 1.5 million the same figure that you offered the City of Fresno. I hope that's very clear, I don't think it can be any clearer than its written here. When I hear guideline I guess I'm a little concerned that guideline is a... is a..mde for Was lease payment. And I hope that's not really what the issue is, but I suspect that it may be the issue. 1 don't know. We'll sea. But its my expectation that its $1.5 million because, the City cannot just afford tze— $t subsidize this mantr amount. I think we are all committed to this and the City is committed to this financially, And, we're going to do what we need to do to get this done. But, I think its very clear to understand from my pempeolNe, this isn't a guideline document. Its a specific proposal, and its specifically outlined. It's been specifically researched. I'd also think that the Council would be reminisced. I'm not sure what Mr. Emedan was refening to or Mr. Dean referring to in hiring HOK without a deal. I mean, I don't think that we are gonna go spend $400,000 without some agreement with the Diamond Group. That would make absolutely no sense. Its not anything that I would support. Mr. Emedan what- maybe you can answer-where Is the HOK work Mat you have hired them to tlo, thus far, what is remaining, how much Is remaining to be done. Emedan Well Ithink, they are about half way through the design process. And the final architectural work needs to be done. Many hundreds of thousands of dollars I know..... Bredefeld How much? Emedan Many hundreds of thousands of dollars have been spent already with them. Its on hold now. They're not doing any more work, but there is quite a bit of work that has to be done to complete It. To get the working drawings. :I) Crcy Glh'SOXiU6 Wrr 7�jrr�ot> Baseball Stadium - Transcript of Hearing 5/16100 July 18, 2000 Page 11 Bredefeld Well, I would love for us to move forward with that. But, obviously I wouldn't support that happening without you agreeing to a deal. Doesn't make much sense for the City to move forward without a deal? Why would we..... Emotion That's a decision for the Council. It would save some timed in your wisdom that you think that this is gonna become a reality. It would probably make some sense to get going on this. Bredefeld It can happen tomorm. All you have to do is to agree to it. Formally agree to ft and then Council can move forward in that direction. We'd like to that, but obviously all I can do is speak for myself. I'm not gonna support making expenditures of hundreds at thousands of dollars without the Diamond Group agreeing to a deal. Emerian I believe that if you appoint somebody that we can art down with and talk to and get this thing finalized. We probably can do d in a matter of a few weeks. I don't knew .... I don't think were that far apart. Bredefeld No. ,fl Emerian Okay. Bredefeld Well, we're gonna do that as part of my motion. Mr. Fitzpatrick and Ms. Morley would be lead in terms of getting this completed. Antl kalso,y{�a f be very date In terns of any shortfall additionally beyond ihis,A1g0,000MO would be looking at the Redevelopment Agency to cover that cost. 1 thi Nat's the incentive to make sure that we keep this as close to 1.5 as is outlined here. So, I think I've been very Gear with my motion. City Clerk? Okay. So I guess g there's no one else we can just call the m11. Boyajian No. Ms.City. Abomey. Morley Yes....uh... I did have some concems and some question's Council and Mr. Bredefeld. It is a proposal. You've den0ed some things that I needed answered as far as whether this is going to be a proposal orjust guidelines. As has been suggested by others and you say Its a proposal not just guidelines. My concern is that the packet contains a proposal for a City, Fresno Diamond Group agreement. Right? Its an agreement.... but for the City - the City would build a Stadium and the Fresno Diamond Group would lease it. My concern is Mat no where in that written documentation is the Redevelopment Agency mentioned. The one question I had, when I was j reading It over the weekend was obviously, the RDA would have to be a part of d because they have to transfer the land to the City. So that the City could then build. However, today in the motion and In the discussion there's been censiWcow �— cihciBn-sr�arCe p.R�L(�1L� Baseball Stadium - Transcript of Hearing 5/16/00 '. July 18, 2000 Page 12 referenced to having the Agency Director and myself be the lead negotiators. I don't have a problem doing that myself, but if it Is a City project and a City agreement we need City staff and we need the Citys participation as well. I am very concerned about that aspect of the motion. And then I did have some - I dont know IF you want to address that first, or R I can get clarification of a couple of the other points that are in the lists. Bretlefeld You ward to handle this first. Montoy Right. With respect to No. 4. It says this proposal assumes that the annual debt service, all things considered, will be approximately $2,700,000. And I assume that when you say all things considered your Including the landlord improvements that are set forth in dem three. Bredefekl Yes, I am. Montoy Okay. And then with respect to dem No. 3 there is language in them about the costs that will Include FDG verified costs of design and development to date. And it doesn't matter haw long, or how far back in the past these were incurred, as long as they are verified, 3tfkags long as at the end o((Iftid y]gg amount of 2.7 million ismat. Bredefeld Correct. Montoy Okay. Bredefeld And, yes this would be a joint RDA City project. Montoy Right, Right. I did have concems about just hiring HOK off the bat without e deal. Bielefeld Absolutely Montoy But, you have clarired..... there not pan of your motion. Bretlefeld Right, that's correct ... .ac is that all dar fled. Montoy I do need clarification on the City s role because we will need to have assistance from the City Controller, from City Managers Office so that we can call and work with City Staff on putting some of this together. GIY CIM'v OXics Nw 7/IR (t1O Baseball Stadium -Transcript of Hearing 5/15/00 July 18, 2000 Page 13 Bredefeld Well, we will represent the City and I assume the City Staff will be involved. Obviously, we all know that they work for the City Manager, but I assume the City Manager, if the Council makes the direction to move in this direction City Stall will be available to you and help you expedite the process as the Council has directed today. Okay. Quintero City Attorney, I've got a Couple of questions and I don't know H it was clanged in your comments on No. 3. The site, onsite improvements, and building penntls are Outside the budget. Monloy Right ... I think Mr. Bredefeld addressed that when he responded to the question regarding No. 4. Where I said all things Considered would be including those landlord improvements. Quintero So, theta where.... ihalwillbeaddressed. Okay. And then the other part just in terms of a question. Did the - whatever- should a deal mine together Me current debts that the Diamond Group currently has would that also be part of the Costs that will be included in the deal. Montoy I believe so.._..some of them would be under No. 3 it says the Costs includes FDG verified Costs of design and development to date. So, certain of their debts to date are included in this proposal, that's my understanding. Quintero Do we have an idea what their current debts are? Montoy No. You might refer to Mr. Bredefeld ... I dant know. Bredefeld I am not talking about taking over any of the Diamond Group's debts that they have. I'm talking about HOK verified mats &design and development Io date that they have with.HOK. We are not going to take over any Diamond Grgups debts. I can assure you. Theyre gonna pay there own debts. Montoy So, design and development- and we've Coma across this kind of language in another transaction that we had on Exhibit Hall and that's why I'm Concerned. Design and development your specifically addressing the architectural design work. Bredefeld What they've done thus far and that they verify that. But" are not assuming those debts.... Montoy No other development related costs? Bredefeld Correct. Yes. Correct eenelee eOff'" cnvci.n�salun Baseball Stadium - Transcript of Hearing 5116100 July 18, 2000 Page 14 Montoy Okay. Quintero And then with the Cdy's Participation it would be built by organibad! labor and/or prevailing wage. Montoy The construction would be competitively bid into the Charter and the City requires prevailing wages be paid. . Quintero I wanted that ossification. And then, finally, I guess the statement was made that the Diamond Group was willing to come 0 the table and sit down and start talking and trying to put a proposal or deal together. What happened with what we brought forward in December? Have you had any communication ... or a... Montoy I have not had any communications. The last communication Mat I know of was the whole issue with respect W getting a mediator. Since then I haw had no communication, other than staff people in the RDA or the City Staff may have or City Councilmembers, Quintero So then ... for all intense and purposes whatever direction m have given In December has not gone anywhere. Montoy I would assume this......that if Council takes action today this action would supersede any prior action, Quintero Again. Okay. Thank You. Boyajian Member Bredefeld. Bredefeld One final comment. I did speak with Branch Rickey, I believe lost week and talked to him about this Proposal to Mayoral candidates, if the Counal supports this, do express Moir supwit for thm so we can get this completed and everybody is on the same page. Boyajian Thank you. Member Quintero? Quintero What was the last communication that you had with the City Staff and City Attorney's Office that basically brought a halt to all communication. Or, what concerns am out them that you still have with the Diamond Group. Well, of course, we had the major concern whether the deal that we can agree to is financially viable for the FDG. 0-P c"cer� 00 DarM *� 5 1) Basebell Sfadlum - Transcript of Hearing 5/18/00 i July 18, 2000 Page 15 Quintero Andwhatisthat7 And what the bottom line is ..... and can we make sufficient profit in this v+/ venture to satisfy the investors of our group. (� 7 Where's the stumbling block on that. V" 7 The stumbling block right now, might be... ... one of the issues might be ..... the amount of the 1.5 million. There might be a different way of doing that to protect our self and also allow the City to participate in some upside things. Them's other formulas that can be worked out here. And that's the things we would like to explore with your representative in terms of what the final number will be. Because that's a huge amount of money. Quintero Soyoursaying... thatthe lu 7 A great deal of concern to our Board of Directors. Quintero So, your basically saying the 1.5 million isn't going to work. 7 I'm not saying that..... I'm saying that we need to sit down and talk about that And we if there's other ways that we can make this deal work- Quintero orkQuintero And what prevented that discussion from what we approved in December. 7 (, Our Board of Directors. They looked at this and may thought h was to rich. Too risky and we need to back away from that and take another approach to this. QuiMem So, you just told the City no were not gonna accept it and we're not going..... 7 y We didn't officially tell the City anything.... because there was no official U discussion. Thediscussions were more private, private discussions that we had with Gary and others. Quintero But if we appointed or asked staff to try and negotiate something on behalf of the City then that communication should have also gone along with our staff. 7 Sure. We were as you might mull ....... we ware in discussions with the L committee. The committee consisted of Councilmember Bredefeld and I guess it was Ronpuillo and Steitz. And ..... Quintero And what did staff -was the staff present I mean just In the terms of trying to c.nuw cwr.-'+ work.. clw y .oa,s osis 7rlg'ol) Baseball Stadium - Transcript of Hearing 5116100 July 18, 2000 Page 1�6" ? y� I think they were involved in our process. When you say refer to staff what do you mean - what you mean...... Quintero The City Attorney's Office ? (L Yes, I believe they were involved in that... you know they were certainly aware of it. But that didn't seem to get anything accomplished as you know out of that came the proposal of September which we rejected. And that's kind of where it was left - Quintero But, If we keep hearing the urgency of trying to get a proposal done, and here we are today with a proposal, which Councilmember Bredefeld brought forwaal. To some deg" we haven't heard from you either. Right? 9 True. We've had some private discussions going on. Yes, publicly we have not. Because we don't believe, Mat's the proper place to negotiate these kinds of deals or in the public forum. It's to be done privately with whatever process you establish. Quintero But, if there's an urgency from the Diamond Group and the PCL to try to gel something done in Fresno. I mean. It seems it's a two-way street ro pick up Me phone .... ?Absolutely. We're very anxious to get this done for a number of reasons. Not L the least, at which ds costing us dearly, being at Belden Field. We need a new stadium and we need It desperately. And. I think Garry knows that as much as anybody that this has rest us a lot of money being out there. Wall have to play our fourth year out there. We anticipated playing out there one year. There are a lot of deficiencies in that whole process out Mere which I will not enumerate at this point. So Mere is yes an urgency to get this done for a number of reasons, not the least of which is the San Francisco Giants. They want a permanent home for this team, and we want a permanent home for them. We want to gel this operation going. Quintero Yet, the City Attorneys Office is telling me that they haven't heard from the Diamond Group. 9 Well, the negotiations basically stopped when we rejected the, the Mayor's Committee's proposition and quite hanky we didn't think it was going to go anywhere. -� Quintero Ok. Thanks. City Attorney, when was the last written communication done. I mean who, who is Me last person to send anything out or ... G H,M cq Ory cix aatoff,ce ane ! I I Baseball Stadium - Transcript of Hearing 5116100 11 July 16, 2000 Page 17 Montoy Gee, my recollection seems to be that it was the City Managers correspondence regarding the mediators that would be available to conduct the mediation process that Council had directed. That's my recollection, but 1 may be wrong. Quintero All right. And there was no response from the Diamond Group? Reid Well, there wasn't a written response. I think verbally they've been indicating that they weren't interested in mediating. The mediatoes been calling them, I Wink maybe weekly because we do think that this mediator would be very helpful. I do think you might want to Consider continuing that effort and maybe ask the Diamond Group to agree to have the mediator as part of the meetings with Mr. Fitryatnck and the City Attorney bemuse I think they can be a very valuable resource to this process and they stand ready to do that. Quintero Are you agreeable to that Mr. Emenan? Emerian From my recollection, I don't think we were ever opposed b a mediator. When that was originally suggested, we were all for it'd we Could get this thing ;v done. But I think some of you on the Council objected to having a mediator, among them was Councilmember Bmdefeld. So, we never objected to that. If that will expedite this process, I think we're open to pretty much anything to gel this thing done. Reid No. We, the Council, approved the mediator, at least the Council Negotiating Committee did and we proposed one, actually I think we proposed three to the Diamond Group and recommended one. And, Mr. Motschiedler, I think has mutinely indicated that they weren't ready to do that. So, perhaps this is a break through. Quintero Well, I'm dust trying to gat to the point to we who has been sifting on their hands and not moving forward with t bemuse g there's such an urgency and we're not hearing from you, to say look, this one didn't work, let's ... [interrupted, inaudible] Emerian We didn't know who to talk to quite frankly. Quintero Pardon me. Emedan Wedidn'tknowwhototalkto. Quintero I think it's in the minutes ... [interrupted] of the Council meeting of the last meeting. cMa,m cove CIA nA CRY nxrs Off c ww 7%(400 Baseball Stadium - Transcript of Hearing 5/18/00 ! j July 18, 2000 Page 18 Emerian Who are we supposed to talk to. You haven't. You need to appoint somebody to talk to. Quintero Mr. Emerian, I believe ft's in the minutes of the Council meeting. The last time we gave direction, in terms of who was going to be negotiating on this, as well as, the three members of the Council. Emenan Correct. But, it didn't go anywhere. It fell apart. Ok. Boyajian Thank you. I just want to say a few words. Only in Fresno can we be fighting over whether we want a Triple A baseball team. Cities all over the countryere fighting for major league baseball, Triple A baseball, anything they can gel, an amenity. I've head so many people in this community say, get the baseball stadium built. It might have an amenity in this town. My god, what's wrong with a baseball Stadium. Look at Sacramento. You wonder why we get nothing done in this town. Sacramento's pouring for a baseball stadium right now, Triple A baseball. Probably, you know we can't have anything more. I mean, you have to start with Something. Triple A baseball, to show that this town really wants a baseball stadium. And Mr. Emerian, I sympathize with " you. You can't deal with what's gone on. I mean, and I sat through this for a z year and a half. The administration doesn't want to make a deal. They'll do everything they can to break this deal up. You know we talked about. Mr. Mathys talked about taxpayers' monies being spent Taxpayers monies are being spent in a negative way. Taxpayers' monies arra being spent to knock this deal out. And I don't know how much money has been spent, but it successfully worked. And for what, the good of this town? I don't think so. What it's done is divide this City up. How could you possibly divide this City on a baseball Stadium? Because people made this political? They made a partisanship. And you know. I, 8 people just sat down and did what was best for the City, we'd get a lot of things done here. But I am, you know, I can understand why R hasn't gotten done. And, I would hope that. I agree with what Mr. Bredefeld says but I also agree with Mr. Dean. You know the Issue is, let's stop all this bickemg. I think that Dan Fitzpatrick and the City Attorney could work a deal I think, I think we could all work a deal. I mean my god, this is ridiculous. The Gap comae in town and we, we give them a red carpet and give them everything they want. But we can't get a baseball deal done? I think it can ba tlone and ft's sad. I thought this was an important issue to bring today, because people think that it's the City Council's faun We've been doing everything we can. Since I've been on this Council. I've probably had 20-25 meetings trying to get this deal done. We're all Fresnan's. This is not about the Diamond Group. You know, versus Fresno. - We're all Fresnan's. If we sat down, we could work this thing out so quickly if we got away from partisanship, politics, and whether you like this person or don't like this person. Let's just sit down and do ft. I think that Mr. Bredefeld's Cenaaecwv cuv a.n's wce Date '711ffl0O -, Baseball Stadium- Transcript of Hearing 5/15100 July 18, 2000 Page 19 plan is good. But I also think that there has to be a chance that we have to give, we have to give the ability to get this deal off from Mr. FHzpatick and the City Attorney. If we can make this deal, let's make the deal. This Is not good for Fresno. And we want people to came here and invest money in this City, we can't even get a baseball deal done...... ah its ridiculous to me, so I want to get this started.... ah as a Councilmember I believe that we can make it a deal. And I think that it's imperative that we do it in the next six months. Because I think it really, you can only put so much, people only can have so much patience. you can only have so much patience. If we did the same thing with the Gap, I don't think the Gap would be here right now. I don't think most people would be here right now investing their money in Fresno. And we talk about Fresno, what's good for Fresno. I hear this is what's good for Fresno. And the people that are saying what's goad for Fresno are wasting a lot of taxpayers' money by making it impossible to make this deal. So what I'm saying is, I agree with...., yah. ...Mr. Bredefeld, but I'd sure like to give some discretion to Mr. Fi2patrick and the City Attorney. I wouldn't include our staff, the least I could do. All they can do is make every effort to knock this deal out, make every negative comment they can make, make every negative thing they can bring up. So I think that we have the ability to make the deal, let's make Me deal and let's get on with it We have far more Important things in this town than worrying about a baseball stadium. We have an unemployment rale of over 14%. We have infield projects that need to be done. So I'm saying let's get this dare for me sake of this City. Think about the City and kit's gat it done. So, I think I might be quirking your motion e IItte, but I support yah, I also support getting this deal done and giving Mr. Fitzpatrick. Okay. Cell the question, let's figure out what the mobon is as this point. Klisch This is the way 1 have it. Direct staff to, consider the proposal as submitted. I won't reiterate all the proposal that's listed. To the Redevelopment Agency, Director, and the City Attorney to work together to bring back the necessary documents and the agreement as proposed... excuse me. enol the agreement as proposed with the FDG. Bracketed! We'll also..... and the City Staff will be involved. The City Attorney and Mr. Fitipatrick are to meet with the Diamond Group and to come to an agreement that can be brought back along Me proposal that's outlined for them, as well. Any shortfall In addition to the $190,000, if there is anything larger, that it will come from the Redevelopment Agency and wa II have any resolutions that are necessary applied for that. That's the motion. '_),) Boyapan Member Ronquillo. cend,w Cow city CIMYs Oa¢e can U Baseball Stadium - Transcript of Hearing 5116100 r July 18, 2000 Page 20 Ronquillo You know, I just a ... theta why I'm asking, that all elements of even the motion that's being made, be looked at as something cast and concrete here, because how can you just inaudible long say ... any shortfall the basically a carte blanche by the Redevelopment Agency to cover ft. We don't know what those figures are gonna be exactly, yet. Until that comes up, I couldn't agree to that. So... Peres Dan, in response to that The only piece I'm comfortable with here is that I dont know what that final number will W. It could be less than $190,000 it could be more. My only concern, and why I would support this, is that whatever the cost will be from my perspective ft will come out of the RDA. Now, whether that ends up being a number we can live with, I think we'll decide that once that number comes back to us. But I'm firm in my commitment that it would not be a General Fund contribution, but it writ be RDA, but whether or not that amount Is acceptable to us or not, I guess we'll make that decision when the documents come back. Ronquillo Could we ....... could the converse to that - and we'll discuss later that should there be on the upside - should the revitalization occur within a two block e V radius that the RDA have access to more of those funds. Bredefeld Can we..... Ronquillo The reason I'm saying that, is that the RDA has already invested $6 million. And then at just at carte blanche two or three hundred thousand, I mean that's a substantial amount of money at a lime that this Agency is still a sick puppy. Its still isn't a full brad grey hound that is streaking down from some back or something. Nis finally moving, but, and" do have signs of some real rebirth and regrowth and the minute we have those extra dollars its sunk into one project It doesn't make sense to me. So we have to keep that area open - eventually. So that, I mean keep that area open and discussion in reference to those revenues. Bredefeld Mr. Fitzpatrick, it is feasible to come back in two weeks. You have plenty of direction to meet with the Diamond Group, Coma back. There will either, along with Hilda, City Staff whatever you both need and come back in two weeks to this Council with the acceptance regarding the deal so we can move forward rather than leaving this open-ended and then dragging out from months and months and month. Is that reasonable? Fitzpatrick We'll certainly shoot to come beck in at least with a report in two weeks of I where we are and you know what the status Is of the meeting. And, go from there. In terms of the point in terms of potential future, you know shortfall e f from the RDA, 1 think the RDA is willing and able to work on the $200,000 annum cecv ,v nm eien'. office o,ie 2 1 110D Baseball Stadium - Transcript of Hearing 511 WOO July 18, 2000 Page 21 shortfall here. Anything above and beyond that, Tats have a little flexibility of how all that would work out in future years, but we'll give a report In two weeks. Bredefeld But that, I understand your concern, but that is the motivation to keep the shortfall at $200,000 and that's still my motion that we keep it. Any shortfall we'll be dealing with the RDA there are other ways mat we can make up additional revenues mat we need. We've talked about re -installing parking meters, but I think we as the Council need to take the position that we're going to any shortfall will come out of the RDA. And I mink mat's everyomra motivation to support this deal because that's the way its works for us. Boyajian Member Mathys. Mathys I was wondering if we could call for the question... Boyajian Okay, we're gonna call for g...Madam City Clark why don't you, roll call vote on this... Klisch Who was the second on the motion, please. Mathys Mr. Ronquillo. Klisoh Thank you. Bredefeld No, there wasn't a second. I'm sorry there's a first by Councilmember Bredefeld, is there a second on this motion? I'll second g. Klisch Councilmember Bredefeld, Yes. Councilmember Mathys, No. Councilmember Penna, absent Mathys Perea is here. , Klisch Councilmember Quintana, (out of range) Klisch Sony I didn't here him. Councilmember Ronquillo, Yes. Councilmember Steitz, Yes. Council President Boyajian, Yes. Motion canes, sib(yes, one no. Councilmember Me" voting no. i)) pPH:o�JpIn.�161iaLpae Bl camllaecayv—`fL1� cna cn:n'a orris as, 75 g ' ORGANIZATION DIAGRAM f4ufam= I I IRM Tomb, mcm Attachment 3 to y AttomeY'e Rep J. women ear me.w. wn:mi Royally ssromo 1. ff.I30,t�tl C.:ha>Xw 1�G SPWyaf1Y0% f� TO808 Inumm4 by c.en4m LonifYobfiPo 8191,® lvPnewmry' fM Y.]NPoY IwWa [� e.mp:ofu piO4eitm Pmfpol' Jal� Ga y A.m e( Nw tl mtm4t lv Grtnl ff.l]gfM Iff%fMBm Nm. labourss mOjcm: 1. lWym MCI ®mss f. n1.Ptl.n f4ufam= I I IRM Tomb, mcm Attachment 3 to y AttomeY'e Rep CASH FLOW DIAGRAM FDO .MM RUJN<y pno,000 u.mx ee TnpitA&a u.. r, TOROS F---OwuM by 4= AMMI mime - _ Uisbibuuou5565,0'pe A "Nn Pp l $554,420 rain Ws a by Cnkq TNN AMMI Inmmv uwm,u®uw,ome CgR6UTTRIlSp Amual Lw.mv Oimih�iim SSSs.WN RWJL CAY y SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entitled approval of aarmnt bet. City of Fresno. Fresno Gdales Inc and Fresno Dianigrig G iduN' & sublease of multipurpose stadium . Under the Charter, if a vetoed ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Councllmember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda far an override vote must sign below and file this request with Me City Clerkeb fore the agenda for Me meeting of November 14 2000 is Posted. To: CLERK Please place this item on the agenda for override consideration. (signature) 0 Date: ///i /0:0 Senn i 1-3 October 18, 2000 /%4100 TO: COUNCIL N FROM: REBECCA E. KLISCH, Cdy'Zlerk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entitled approval of aarmnt bet. City of Fresno. Fresno Gdales Inc and Fresno Dianigrig G iduN' & sublease of multipurpose stadium . Under the Charter, if a vetoed ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Councllmember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda far an override vote must sign below and file this request with Me City Clerkeb fore the agenda for Me meeting of November 14 2000 is Posted. To: CLERK Please place this item on the agenda for override consideration. (signature) 0 Date: ///i October 18, 2000 TO: COUNCIL FROM: REBECCA E. KLISCM, City Clerk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has voided legislative action entitled approve of aahant bet City of Fresno Fresno Gri les Inc and Fresno Diamond Group re construction& sublease of multipurpose stadium Under the Charter, If a vetoed ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Counciimember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda for an override vote must sign below and file this request with the City Clerk before the agenda for the meeting of November 14 2000 is posted. To: CLERK Please place this dem on the agenda for override consideration. (sgnatum) Date �� October 18, 2000. TO: COUNCIL FROMr REBECCA E KLISCH, City'Clerk SUBJECT. TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entitled aoomval of acrmnl bet City of Frac. Fresno Grizzlies Inc and Fresno Diamond Group re: conaMction 8 sublease of multioumose stadium . Under the Charter, H a vetoed ordinance. resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accomance with the Fresno Municipal Code, any Councilmember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda for an override vote must sign below and file this request with the City Clerk before the agenda for the meeting of November 14. 2000 is posted. To: CLERK Please place this item on the agenda for override consideration. (signature) 0 MAYOR JIM PATTERSON October 18, 2000 TO: MEMBERS OF THE FRESNO CITY COUNCIL FROM: MAYOR JIM PATTERSON A first class baseball stadium would be a wonderful amenity for Fresno and would enhance our downtown and our reputation as an "All -America City". Earlier this yearI was presented with a proposal that provided for construction of a stadium without the need to abandon our fundamental obligations to the taxpayers of this city. On May 16, 2000 the City Council also approved the same proposal and endorsed the same principals that are designed to protect the city general fund and thereby the Police, Firefighters, Parks and other vital city services. 1 now have no choice but to veto the proposed stadium agreements, approved by the City Council, because they deviate dramatically from the principals approved on May 16, 2000. The cost of construction, $32,600,000, is far higher than the agreed upon $25,300,0110 and this has caused the cost of financing the project to skyrocket from payments of $2,900,000 a payment of at least $3,900,000 a year. This means, even using the mast generous estimates of parking and other sources of funds, the subsidy required will be at least $900,000 per year. The agreements also lack the level ofpmtection for the city expelled in any prudent transaction. The security being provided is in the compawes that own the team instead of the team itself and will be subject to any and all arrangements made by the Fresno Diamond group which could include commitments in other rcgions. The proposed lease agreement between City of Frame, Fresno Diamond Group, LLC and Fresno Grizzlies, Inc. also allows the sale of the team operations, together with the right to use the stadium, at airy lime including immediately after the sale of such items as the naming rights. Two years ago I offered a plan that would build a first class multi-purpose stadium for CRY OF FRESNO CAI 11 C)FNIA 93nt- $25,000,000. The plan included 12,500 seats and all of the appropriate amenities for a first class stadium. llunecessary and expensive additions were not included. It also included a berm area for future expansion. The stadium 1 have proposed can be built without bleeding the general fund to pay for it and can be expanded in the future as needed. The difference between my proposal mid this one is the difference between vision and blindness. The Fresno State Football program had the vision to build what they could afford fast, then expand the facility as it became financiahy feasible. They didn't build expensive additions until long after the stadium was built and had a chance to become successful without crippling debt loads. With this veto I am asking, once again, that we abandon this unworkable proposal and work together to build a fust class, affordable, stadium. If we work together we can build it without bleeding the general fund and damaging the vital public safety programs we've all worked so bard to rebuild. October 18, 2000 Coundlkk;aan: L Cv TO: MAYOR JIM PATTERSON Mawr/ppaival ZZ` r. Maw,veW. FROM: REBECCA E. KLISCH, City Berk c.ernee Reavesc SUBJECT: TRANSMITTAL OF COUNCIL ACTION By FOR APPROVAL OR VETO dewy At the Council meeting of 10/17/00 , Council took legislative action to approve the following: Aanont bet City of Fresno Fresno rquites. Inc. and Fmog Diamond Group re const.t: sublease of multipurpose stadium (2'30 A-01 , by the following vote: Ayes j Bredefeld, Perea, Quintero, Rai Boyajian Nces Mathys, Steitz Absent Nene Abstain None Please indicate either your formal approval or veto by completing the following sections and executing and dating your action. Please file the completed memo with the Clerk's office on or before 10/30/00 . Failure to file this memo with the Clerk's office within the required time. limit shall constitute approval of the ordinance, resolution or action, and it shall take effect without the Mayors signed approval. Thank you AP ED: VETOED r the following reasons: sheets 0 Sri J COUNCIL OVERRIDE ACTION: Ayes Noes Absent Abstain (Written objections are required by Charter, attach additional Date' l U Date 0 MAYOR JIM PATTERSON October 18, 2000 TO MEMBERS OF THE FRESNO CITY COUNCIL FROM: MAYOR JIM PATTERSON A fust class baseball stadium would be a wonderful amenity for Fresno and would enhance our downtown and ora reputation as an "All -America City". Earlier this year I was presented with a proposal that provided for construction of a stadium without the need to abandon our fundamental obligation. to the taxpayers of this city. On May 16, 2000 the City Council also approved the same proposal and endorsed the same principals that are designed to protect the city general fund and thereby the Police, Firefighters, Parks and other vital city services. 1 now have no choice but to veto the proposed stadium agreements, approved by the City Council, because they deviate dramatically from the principals approved on May 16, 2000. The cost of construction, $32,600,000, is far higher than the agreed upon 525,300,000 and this has caused the coat of financing the p fact to skyrocket from payments of $2,700,000 a payment of at least $3,400,000 a year. This mems, even using the most generous estimates of parking and other sources of funds, the subsidy required will be at least $900,000 per year. The agreements also Lack the level of protection for the city expected in my pendent Impaction. The security being provided is in the companies that own the team instead of the team itself and will be subject to any and all an ingemems made by the Fresno Diamond group which could include commitments to other regions. The proposed lease agreement between City of Fresno, Fresno Diamond Group, LLC and Fresno Gnashes, Inc. also allows the sale of the team operations, together with the right to use the stadium, at any time including immediately after the sale of such items as thenaming rights. Two years ago I offered a plan that would build a frog class multi-purpose stadium for $25,000,000. The plan included 12,500 seats and all of the appropriate amenities for a fust class stadium. Unnecessary and expensive additions were not included. It also included a berm area for future expansion. The stadium 1 have proposed can be built without bleeding the general fund to pay for it and can be expanded in the future as needed. The difference between my proposal and this one is the difference between vision and blindness. The Fresno State Football program had the vision to build what they could afford first, then expand the facility as it became financially feasible. They didn't build expensive additions until long after the stadium was built and had a chance to become successful without crippling debt loads. With this veto I am asking, once again, that we abandon this unworkable proposal and work together to build a that class, affordable, stadium. If we work together we can build it without bleeding the general fund and damaging the vital public safety programs we've all worked so hard to rebuild. October 18, 2000 TO: COUNCIL FROM: REBECCA E. KLIBDN, bty,Clerk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action anfilled Approving Non-relocation8 ccm. Operation Agmant bet. prolific Diamond Group,Emuno UmIjes, Ihc Tucson T om Inc. and the CRY of rZiu . Under the Charter, if a vetced ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Councilmember may request the CRY Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda for an override vote must sign below and He this request with the City Clerk before the agenda for the meeting of November 14 2000 is posted. TO: CLERK Please place this Rem on the agenda for override consideration. signature) ✓n Date: /e ;! as October 18, 2000 TO: COUNCIL FROM: REBECCA E. KLISCFI`GilyInk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entitled Aoorov'na Non -relocation 8 cont. Operation Aarmnt bet Fresno Diamond Group Fresno Grizdigs, Inc, Tupson Toros Inc and the CN of Fresno . Under the Charter, if a vetoed ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Councilmember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda for an override vote must sign below and file this request with the City Clerk bg oo the agenda for the meeting of November 14 2000 is posted. To: CLERK Please place this item on the agenda for override consideration. (stgna ure Date: a L(/ N/ October 18. 2000 TO: COUNCIL Z, FROM: REBECCA E. KLISCH�"City,Clerk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entitled Approviiald Non -relocation & cont Operation Aural bet Fresno Diamond Group, Fresno Grimlies. Inc. Tucson Toros, Inc. and the City of Fresno Under the Charter, if a vetoed ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Councilmember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda for an override vote must sign below and file this request with the City Clerk befir the agenda for the meeting of November 14 2000 is posted. To: CLERK Please place this Hem on the agenda for override consideration. (s(gnature) October 18, 2000 council Adaptor. TO'. MAYOR JIM PATTERSON Mayor Approval Musorvwo: FROM: REBECCA E. KLISCH, CT( Clark Charade Request. SUBJECT. TRANSMITTAL OF COUNCIL ACTION Br FOR APPROVAL OR VETO Deputy At the Council meeting of_10/17100 , Council took legislative action to approve the following: Non - relocation 8 cont Operation Ammnt bet Fresno Diamond Group. Fresno G' I' = Tucson Toros. Inc. and the City of Fresno /230A-2) by the following vote: Ayes Bredefeld, Peres, Quintero, Ronquillo, Boyajian Noes Mathys, Steitz Absent None Abstain None Please indicate either your formal approval or veto by completing the following sections and executing and dating your action. Please file the completed memo with the Clerk's office on or before10/30/00 . Failure to file this memo with the Clerk's office within the required time limit shall constitute approval of the ordinance, resolution of action, and it shall take effect without the Mayors signed approval. Thank you AP ED: VETOED for the following reasons: (Written objections are required by Charter; attach additional bee necessary.) Oate:�U �f *a�n Ma yor COUNCIL OVERRIDE ACTION: Date: Ayes Noes Absent Abstain /0:050ri October Is. 2000 TO: COUNCIL FROM: REBECCA E. KLISCH, City�CIerk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entitled A I d t bet Fresno Diamond Group, Fresno Grizzlies. Inc. Tucson Toms Inc and City of Fresno Under the Charter, if a vetoed ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or luminance is deemed disapproved. In accordance with the Fresno Municipal Cade, any Councilmember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this mailer be placed on the agenda for an override vote must sign below and file this request with the City Clerk bekre the agenda for the meeting of November 14 2000 Is posted. To: CLERK Please place this item on the agenda for override consideration. (signaturs) Date: 1910d ao October 18, 2000 TO COUNCIL FROM: REBECCA E. KLISCI( City(Clerk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entitled Approving tl t bet Fresno Diamond Group. Fresno Gfiulies, Inc. Tucson Toros. Inc. and City of Fresno . Under the Charter, if a vetoed ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Councilmember may request the City Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda for an override vote must sign below and file this request with the City Clerk before the agenda for the meeting of November 14 2000 is posted To: CLERK Please place this item on the agenda for override consideration. (signs ure) Date:,v October 18, 2000 TO: COUNCIL . FROM: REBECCA E KLISCH, Cdy',Clerk SUBJECT: TRANSMITTAL OF MAYOR'S VETO The Mayor has vetoed legislative action entified Approvina a Pledget bet. Fraa04 Diamond Group, Fresno Griafes Inc Tuccon Torcs. Inc and CiN of Fresno Under the Charter, if a vetoetl ordinance, resolution or other legislative action is not overridden within 30 days of the veto, the resolution or ordinance is deemed disapproved. In accordance with the Fresno Municipal Code, any Councilmember may request the Cry Clerk to place the resolution, ordinance or other legislative action on the agenda for an override vote. Any Councilmember who wishes this matter be placed on the agenda for an override vote must sign below and file this request with the City Clerk before the agenda for the meeting of _November 14 2000 is posted. To: CLERK Please place this dem on the agenda for override consideration. (signature) October 18, 2000 council aeopmn: rC 7 TO: MAYOR JIM PATfERSONMwor Approval Mi veto FROM: REBECCA E. KLISCH, C4 Clik oamaa Request. SUBJECT: TRANSMITTAL OF COUNCIL ACTION FOR APPROVAL OR VETO At the Council meeting of 10/17/00 , Council took legislative action to approve the following Pledae AQmnt bet Fresno n Group, no Grizzli Inc. Tucson Toros. Inc. and M of Fresh (2 30 A-31 , by the following vote: Ayes Bredefeld, Peres, Quintero. Ronquillo, Boyajian Noes Mathys, Steitz Absent None Abstain None Please indicate either your formal approval or veto by completing the following sections and executing and dating your action. Please file the completed memo with the Clerk's office on or before 10/30/00 Failure to file this memo with the Clerk's office within the required time limit shall constitute approval of the ordinance, resolution or action, and It shall take effect without the Mayors signed approval. Thank you VIED. VETO,E)D r the following reasons: (Written objections are required by Charter; attach additional ssary.) Date: *JimnMayor COUNCIL OVERRIDE ACTION: Date: Ayes Noes Absent Abstain 0 MAYOR JIM PATTERSON October 18, 2000 TO: MEMBERS OF THE FRESNO CITY COUNCIL FROM: MAYORJIMPATTERSON A that class baseball stadium would he a wonderful amenity for Fresno and would enhance our downtown and our reputation as an "All -America City". Earlier this year I was presented with a proposal that provided for construction of a stadium without the need to abandon our fundamental obligations to the taxpayers of this city. On May 16, 2000 the City Council also approved the same proposal and endorsed the same principals that are designed to protect the city general hard and thereby the Police, Firefighters, Parks and other vital city services. I now have no choice but to veto the proposed stadium agreements, approved by the City Council, because they deviate dramatically from the principals approved on May 16, 2000. The cost of construction, $32,600,000, is far higher than the agreed upon $25,300,000 and this has caused the cost of Bouncing the project to skyrocket hour payments of $2,700,000 a payment of at least $3,400,000 a year. This means, even using the most generous cameras of puking and other sources of funds, the subsidy required will be a least $900,000 per year. The agreements also lack the level of prolocutor for the city expected in any prudent transaction. The secunty, being provided is in the companies that own the team instead of the team itself and will he subject to any and all arrangements made by the Fresno Diamond group which could include commitments to other regions. The proposed lease agreement between City of Fresno, Fresno Diamond Group, LLC and Fresno Grizzlies, Inc. also allows the sale of the team operations, together with the right to use the stadium, at any time including immediately after the sale of such items as the naming rights. Two years ago I offered a plan that would build a first class multi-purpose stadium for $25,000,000. The plan included 12,500 seats and all of the appropriate amenities for a that class stadium. Unnecessary and expensive additions were not included It also included a bemn area for future expansion. The stadium I have proposed can be built without bleeding the general fond to pay for it and can be expanded in the future as needed The difference between my proposal and this one is the difference between vision and blindness. The Fresno State Football program had the vision to build what they could afford first, then expand the facility as it became financially feasible. They didn't build expensive addifions sold long after the stadium was built and had achance to become successful without crippling debt loads. With this veto I am asking, once again, that we abandon this unworkable proposal and work together to build a first class, affordable, stadium. If we work together we can build it without bleeding the general fund and damaging the vital public safety programs we've all worked so hard to rebuild. AGREEMENT BETWEEN THE CITY OF FRESNO, FRESNO GRIZZLIES, INC. AND FRESNO DIAMOND GROUP, LLC CONCERNING CONSTRUCTION AND SUBLEASE OF A MULTIPURPOSE STADIUM TABLE OF CONTENTS Paas RECITALS......................................................... 1 ARTICLE I: DEFINITIONS ......................................... 2 ARTICLE II: CONSTRUCTION ....... ................................... 4 Section 2.1. Expenses ........................................ 4 Section 2.2. Stadium Design and Cost Controls .................... 6 Section 2.3. Architect and Preparation of Construction Contract Documents ................................ 7 Section 2.4. Tenant Involvement ................................ 7 Section 2.5. Permits .......................... . ... _ ... _ . _ .. 8 Section 2S. Competitive Bidding . .............................. B Section 2.7. Title ............................. _ ....... _ _ ... 8 Section 2.6. Development Schedule ............................. 8 Section 2.9. Walldhrough and Punchllsts .......................... 9 ARTICLEIII: SUBLEASE TERM AND RENTAL ........................... 9 Section 3.1. Term .......................................... 9 Section 3.2. Extension Option .................................. 9 Section 3.3. Fixed Rental ..................................... 10 Section 3.4. Bond Defeasance ................................. 10 Section 3.5. Improvements by Tenant ........................... 10 Section 3.6. City Sponsored Events ............................. 12 ARTICLE IV: OPERATION OF STADIUM ............................... 14 Section4.1. Tenant as Operator of Stadium ...................... 14 Section 4.2. Concessions ..................................... 17 Section 4.3. Revenue ....................................... 17 ARTICLE V: TAXES ................................................ 17 Section 5.1. Tenant Payment of Taxes .......................... 17 ARTICLE VI: INSURANCE .......................................... 18 Section 6.1. Tenant's Insurance ................................ 18 Section 6.2. Waiver of Subrogation ............................. 19 EM Sechon 6.3. Insurance Criteria ................................. 19 Section 6.4. Evidence of Insurance ............................. 20 Section 6.5. Indemnity ....................................... 20 ARTICLE VII: LOSS OF FACILITIES .................................. 20 Section 7.1. Condemnation ................................... 2D Section 7.2. Damage to the Stadium ............................ 21 ARTICLE VIII: DEFAULTS AND REMEDIES ............................. 22 Section 8.1. Default by Tenant ................................. 22 Section 8.2. Default by the City ................................ 23 Section 8.3. Remedies Cumulative ............................. 23 ARTICLE IX: SECURITY FOR TENANT'S PERFORMANCE ................ 24 Section 9.1. Tenant's Pledge .................................. 24 ARTICLE X: SALE OF TEAM SHARES OR ASSETS ................... 24 Section 10.1. Sale of Shares ......... ........ ................... 24 Section 10.2. Sale of Assets ................................... 24 Section 10.3. Tenant's Right to Terminate Agreement ................ 24 ARTICLEXI: ASSIGNMENT AND SUBLETTING ........ ............. 25 Section 11.1. Assignment ...................................... 25 Section 11.2. Sublease . ...................................... 25 ARTICLE XII: RIGHT TO NAME STADIUM AND ADVERTISING RIGHTS ..... 26 Section 12.1. Naming Rights ................................... 26 ARTICLE XIII: CITY RIGHTS ......................................... 26 Section 13.1. City Season Tickets and Skybox ................. 26 ARTICLE XIV: COVENANTS OF TENANT AND CITY ...................... 26 Section 14.1. Tenam Covenants .............................. 1. 26 Section 14.2. City Covenardss................................... 27 IM ARTICLE XV: QUIET ENJOYMENT .... .............................. 27 ARTICLEXVI: NOTICES ................ ............... ............ 28 ARTICLE XVII: MISCELLANEOUS ................................ ............. 28 Section 17.1. Force Majeure................................... 28 Section 17.2. Partial Invalidity ... ........ ....................... 28 Section 17.3. Obligations of the City and Tenant .................... 29 Section 17.4. Time of the Essence ............................... 29 Section 17.5. Successors and Assigns ........................... 29 Section 17.8. Entire Agreement ...................... .......... 29 Section 177. Representations ..... ............................ 29 Section 17.8. Governing Law ................................... 30 Section 17.9. Maintenance of Records and Audit ................... 30 Section 17.10. Joint and Several Liability .......................... 30 Section 17.11. Attorney's Fees ................................... 30 Section 17.12. Subordination of Tenant's Interest .................... 30 Section 17.13 CPurltemalte..................................... 31 AGREEMENT BETWEEN THE CITY OF FRESNO FRESNO GRIZZLIES, INC AND FRESNO DIAMOND GROUP, LLC CONCERNING CONSTRUCTION AND SUBLEASE OF A MULTIPURPOSE STADIUM 2001 This agreement ('Agreement-) is made 2988; by and between the City of Fresno, a California Municipal Corporation (•CiN9; an a Fresno GwJies, Inc. e Celgomia Corporation ("Grtzzlies'), and the Fresno Diemontl up, LLC, a California Limited Liability Company ('FDG"), (collectively referred to herein as 'Tenant RECITALS WHEREAS, the Tenant is a valued community asset which contributes to the quality of life in Fresno; and WHEREAS, the City believes that the development and construction of a Stadium ('Stadium') volt provide a significant and much needed catalyst for revitalization and continuing redevelopment of downtown Fresno; and WHEREAS, the City the Redevelopment Agency of the City of Fresno (the "Agency), and the Fresno Joint Powers Financing Authority (the "Authority•) are willing to make significant investments in the Stadium; and WHEREAS, the Parties have determined that the proposed public/pdvale partnership for the Stadium and associated redevelopment is in Me best interests of the Parties and the citizens of Fresno, and WHEREAS, Tucson Toros, Inc. ('Toros") has been granted a franchise (the 'Franchise') by the National Association of Professional Baseball Leagues, Inc., (the'NAPBL") for a AAA baseball team in the Pacific Coast League of Professional Baseball Clubs, Inc., ('PCL"): and WHEREAS, Toros, as Licensor, and FDG, as Licensee, have entered into that certain Exclusive License Agreement dated October 21, 1997, (the 'License Agreement') under which FDG has the right to operate and use the Franchise; and WHEREAS, Grizzlies is the owner of all of the outstanding capital slack issued by the Toros; and WHEREAS, the Parties have agreed to bear the cost of the Stadium as hereinafter described; and Stadium tense Ea.10.27- WHEREAS, in accordance to its statutory authority, City shall finance Me construction of the Stadium through the issuance of bonds by the Authority or any other legally permissible means of financing. NOW THEREFORE, in consideration of the foregoing, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1. 'ActivBies" means all events (baseball and non -baseball) selected by Tenant throughout the year subject to City Sponsored Events as described in Article 3. Section 1.2. 'Agency means the Redevelopment Agency of the City of Fresno. Section 1.3. 'Architect" means HOK Sport Inc., the architectural firm hired by Me City to design the Stadium. Section 1.4 'Authorky' means Me Fresno Joint Powers Financing Authority. Secfon 1.5. 'City' means the City of Fresno, a Municipal Corporation. Section 1.6. "City Council' means the Council of the City of Fresno. Section 1.7. 'City Sponsored Event" is an event for which the City has requested Tenant to uflizethe Stadium in accordance with Article 3. Section 1.8. 'Commencement Date' means the date when the Architect has issued a Certificate of Substantial Completion on the Stadium, the City has issued a Certificate of Occupancy and possession of the Stadium has been tendered to Tenants. Section 1.9. 'Concession" means any and all food and beverage hems sold anywhere at Me Stadium, except in the Grizzlies Shop, including but not limited to skyboxes, by Tenant or in accordance with an agreement to be negotiated and entered into between Tenant and an operator other than Tenant. Section 1 10 'CityConcession-Using Events' shall be those CitySponsored Events at which Tenant will open, staff and operate he Concession facilities. Section 1.11. 'Concession Rights" means the contractual fight to sell any kind of Concession. Section 1.12. "AFDG" means the Fresno Diamond Group, LLC, a California Limited Liability Company, Sodium Lm drc. 10-274ifl Section 1.13.'Force Majeure Event' means any of the following events which prevents a Party from performing any obligation under this Agreemem; any ad of God, labor strike, lockout or other industrial disturbance during the development or construction only of Me Stadium, but not including a labor strike or lockout by Minor League Baseball players or umpires during the developmerd or construction of the Stadium; any ad of public enemy, blockade, war, insurrection, civil disturbance, explosion or riot; epidemic; landslide, earthquake, fire, dorm, flood. or washout any ad of God, strike, lockout or other industrial disturbance, including a strike or lockout by Minor League Baseball players or umpires (except as expressly provided above); title dispute, or other litigation, including the inability to timely obtain judgments in eminent domain or timely obtain possession through eminent domain; governmental restraint such as rules, policies, resolutions, ordinances and other governmental actions of general application to the City of Fresno and not specifically directed to Tenant or the Stadium, action or inaction, either federal, stale, county, civil or military, including the adoption of any new law materially affecting either Me ability of the Parties to proceed or the costs of proceeding O; any initiative or referendum; and failure to obtain any necessary federal, state or county governmental approval. Section 1 14 'Grizzlies' means the Fresno Grizzlies Inc., a California Corporation. Secfion 1.15. 'Grizzlies Pledge Agreemenr means Me agreement entered into between the City and the Gn=Iies, the same data as this Agreement, wherein the Grizzlies pledge the Tucson Toros' stock for performance of Tenant's obligations under this Agreement Section 1 16 -Grizzlies Shop- means a shop within me Stadium premises that features, but is not limited to, apparel bearing baseball team logos, baseball souvenirs and baseball memorabilia, and that is open for business on a year-round basis, even when there aro no Stadium Events In progress. Section117'Gross Receipts' means the aggregate amount of all sales made and services performed for cash or otherwise, of every kind, name, and nature regardless of when or whether paid for or not, together with the aggregate amount of all exchange of goods, wares, merchandise, and services for like property or services and the selling price thereof, as if the same had been sold for cash or the fair and reasonable value thereop whichever Is greater, vdthout any deduction for any expendrium, cost of operation, or other expense or cost of operation, but excluding therefrom receipts for federal, state, county, or city excise and sales taxes. Section 1 1B 'Major Defects Punch Liar means a list of incomplete work that materially affects the ability of Tenant to occupy and use me Stadium for its intended purpose, as further described in Article II. Sedan 1 19 'Minor Defects Punch List' means a list of incomplete work that does not materially affect the ability of Tenant to occupy and use the Stadium for its intended purpose, as further described in Article II. endiwnl d= razz -ss Section 1 20 'Naming Rights' means the contractual fight to have a name associated with the Stadium or for specific areas of the Stadium. Section 1 21 'Non -Concession -Using Events' shall be those City Sponsored Events where the City does not require Tenant to open, shelf, and operate its Concession facilities. City shall be entitled, whether it allows Tenant to operate Tenants Concession facilities or not, to sell food, beverages and Novelties as part of the Non -Concession -Using Event. During a Non - Concession -Using Event, Tenant shall not be required to open, staff or operate the Concession facilities without the written agreement of City and Tenant. Section 7 22 "Non -relocation and Continuous Operation Agreement" means that agreement entered into between the City and Tenant, dated the same date of this Agreement, wherein Tenant agrees to play all home games of a'AAA' baseball team in the Stadium for a Period[ of approximately 30 year; and not to relocate the team to another locafion during that time. 5ecton 123 'Novelties' means goods sold by City or Tenant other than two or beverages. Section 1.24 "Party' or 'Parties" means a party or the parties, respectively, to this Agreement. Section 1,25.'Stadium' means real property and improvements consisting of an open-air, natural grass, stated the -art baseball Stadium as defined within the Program of Facility Requirements for a new AAA Minor League Baseball Stadium for Fresno, California, attached as Exhibit "A' and incorporated herein by reference as d Polly set forth. Section 1 26 'Tenant" means the Fresno G�Iles, Inc., a California Corporation and the Fresno Diamond Group, LLC, a California Limited Liability Company, collectively. ARTICLE II Section 21 Expenses. (a) The estimated cost of construction ('Estimated Construction Coat") is $28,560,048.00 and comprised as follows: Division 2 -sitework Division 3 -concrete Division -masonry Division 5 -metals Division 6 carpentry Division 7 -roofing 8 waterproofing Division 8 -doors & windows SdEiuv Lease doc. 1627On Division 9 -finishes Division 10 -specialties Division 11 -equipment Division 12 -furnishings Division 13 -special construction Division 14 -vertical transportation Division 15 -mechanical Division 16 electrical -miscellaneous General Contractor Costs, -concession equipment -interior improvements and as fully set forth in the Schematic Design Estimate developed by Hunt Construction Group, as of October 10, 2000. The City shall not be obligated to expand an amount in excess of Me Estimated Construction Cost for Me cost of construction. (b) In addition to the Estimated Construction Cost, there shall be an Owner's Contingency Construction Allowance of $2,705,461.00 (the 'Construction Contingency Albwance"). (c) The City will use its best efforts to assure Mat the competitive bidding process for the actual construction of the Stadium, will result in the construction of Me Stadium, consistent with Exhibit A - in the most expeditious manner predicable, and at a cost within the Estimated Construction Cast defined in subsection (a) of this Section. (d) The City's bid packages shall specify a completion date for the work to be not Teter than June 1, 2002 (subject to Force Majeure Events). The bid packages shall also specify an alternate completion date for the work to be not later Man May 1, 2002 (subject to Force Majeure Events). The City's bid packages shall also require the Contrachms) to coordinate with Tenant to the end Mat Tenant can have the Stadium property stocked and equipped to conduct public events on the scheduled Completion Date. (e) The Parties agree Met during the Architect's Design and Development Phase, as defined within Architect's contract with the City, the Parties will cooperate in good faith to define specific aspects, ci teria and design specifications of Me Stadium that Me Parties mutually agree M be identified as bid package deducts and alternates from Me City's contract award to the general contractor hired to construct the Stadium. Said bid package deducts and aftemates may be u ifted only for the purpose of meeting the Estimated Construction Cost defined within subsedion (a) of this Section. (f) In Me event that City, In accordance with Its competitive bid process for public works construction, fails to receive any bids, or receives bids that are non-responsive or non -responsible, or receives bids in excess of the Estimated Construction Costs, after consideration of any acceptable alternates and deducts as noted herein above from the general contractor's contract award: (i) the Parties may mutually agree to extend the Consmuction Completion Date defined In the Development Schedule, attached as Exhibit °B" and seniums mu, to-n.ss Incorporated harem as if fully set forth, thereby authorizing City to redesign and re -bid the Stadium to meet Construction Cash, of (ii) City will be entitled to terminate this Agreement with no obligations of any kind to Tenant. The City will select the May 1, 2002, completion data alternate if it determines that there is a responsive and responsible bidder using that alternate, that is less than or equal to the Estimated Construction Cost. Section 2.2. SUdium Design and Cost Controls. (a) Tenant shall designate a design representative, (the 'Tenant Design Representative') to perform Tenant's tasks and exercise Tenant's rights under this Agreement. Upon execution of this Agreement, Tenant will notify the City in writlng of Tenant's designation of the Tenant Design Representative. Tenant may remove and replace the Tenant Design Representative at Tenant's pleasure, but shall in each instance notify the City in wrking that the former Tenant Design Representative has been replaced and provide the name of the new Tenant Design Representative. (b) The Parties acknowledge that Exhibit "A' is not a set of plans and specifications but sets forth and will serve as the guide for the preparation of final plans and specifications for the Stadium. The preparation of final plans and specifications is expected to require close coordination between the Am1hitect, the City, the Agency and Tenant to assure that the final plans and specifications which will be sent out for competitive bidding and which may result in the award of a contract or contracts are consistent with Exhibit -A,' and within the Estimated Construction Cost stated in Section 2.1. The Tenant Design Representative shall be encouraged and permitted to attend all conferences, including telephone conferences, between the Architect, City and Agency representatives where the subject matter is the preparation of the plans and speclfcations. (c) The Tenant Design Representative shall be allowed to comment and submit suggestions related W the plan and specifications that Identify Tenant's operational needs as defined herein, but it Is understood by the Paries herein, that Tenants Design Representative shall submit comments in an advisory capacity. Notwithstanding provisions to the contrary in this Section, Architect, City and Agency may not approve a plan or specification inconsistent with Exhibit W without the written approval of the Tenant Design Representatives. (d) Upon execution of this Agreement, Tenant shall designate an Inspection representative (the 'Tenant Inspection Representative') to exercise any rights and perform the tasks assigned to that representative under this Agreement. Tenant will notify the City in writing of Tenant's appointment of the Tenant Inspection Representative. Tenant may remove and replace the Tenant Inspection Representative at Tenant's pleasure, but shall in each instance notify the Clry in writing that the former Tenant Inspection Representative has been replaced and provide the name of the new Tenant Inspection Representative. The Citywill cause the Architect and the City's Construction Manager to schedule walkthroughs of the project with sufficient frequency to permit the participating Pelves to keep themselves fully and timely apprised of the conditions, quality and progress of the work. Tenant's Design and Inspection Representative will be informed of the walk-through schedule and invited and permitted to Participate. Sletlium Levee dm. 10-27-00 (e) The Assignment of Stadium Design Agreement ('Assignment Agreement -),dated September 15, 2000, between FDG and City, is acknowledged by FDG and City to be in full force and effect on September 15, 2000. Both FDG and City hereby expressly waive any and all conditions precedent, set forth in the Assignment Agreement, to the effediveness thereof. Section 2.3. Architect and Eraparation of Construction Contract D t (a) The City shall enter into all necessary and appropriate design and construction agreements with the Architect, engineers, construction manager and consultants related to the Stadium; (b) The City will structure its bid specigcations so that the work of grading, sodding, drainage and Irrigation of the playing field shall be the responsibility of a single installer who has had substantial, successful experience in the installation of sports stadium frelds in other Professional sports stadia; (c) The City will structure its bid spermcations so that the selection and installation of the sound system and equipment for all venues of the Statlium, except concert venues, will be due responsibility of a single installer who has had substantial, successful experience in the installation of sound systems in other professional sports stadia. Section 2.4. Tenant Involvement (a) The City shall afford Me Tenant Design and Inspection Representative the right to input In the design development. construction documents, bid award and wnstmcbon administration of the Stadium. The Tenant's Design and Inspection Representative will provide input into the details of the Stadium design such as suites, team offices, boxes, reserved and grandstand seating, picric/playground/Concession areas, signage and advertising opportunities, scoreboards, sound system, press, and team areas. (b) The City shall enter into all necessary contracts for construction of the Stadium after receiving input from Tenant's Design and Inspection Representative. Subject to Section 2.1 (e), it a understood by the Parties herein Mat the function of the Tenant's Design and Inspection Representative Is advisory only and Me City shall not be obligated to comply with input received by Tenant's Design and Inspection Representative but shall consider Manner recommendations when making any decisions related! to City obligations under this Agreement. Additionally, the Parties acknowledge that change orders after City award of the contract for construction of the Stadium, shall be handled as follows: (i) Any change orders less than s10,00o.o0 may be approved by the City at its sole discretion; 01) Any change orders equal to or greater Man 310,000.00 may be approved by the City with input from Tenant's Design and Inspection Representatives. Tenant's Input shall be advisory only; (iii) Any change order that would amend or modify Exhibit A will be subject to the approval of Tenant, which approval shall net be unreasonably withheld. senium lace Jac. 1e -27-M (c) The Parties herein understand that the City, Agency and Tenant have come to an agreement and approved the Stadium design defined within Exhibit •A.- Notwithstanding, City shall be entitled to deduct, amend or madly that design only when necessary to constZ the Stadium within the Estimated Construction Cost as dePored within Section 2.1 or to meet mandatory building codes' requirements, subject to Tenant approval rights defined herein. Tenant's approval shall not be unreasonably withheld. Section25 Permits The City, at ds expense, shall obtain or cause to ba obtained all development allemande and building permits required in connection with the construction of the Stadium. Section 28 Competitive D'ddina Tenant acknowledges that award of all contracts for construction of the Stadium must be awarded by the City pursuant to a public bidding process as required by the Charter of the City of Fresno, the Fresno Municipal Code, and relevant California law. Section 2.7. Thi le. (a) Title to the Stadium or any subsequent capital improvements and all fixtures, furnishings, equipment, and other personal property or improvements either funded, acquired, Installed or placed in the Stadium by the City or an authorized representative, contractors, or consultants before or after the Commencement Date shall remain with the City. Title to the Tenant Improvements, notwithstanding that It will be financed, constructed and installed by Tenant, shall pass to the Ciry, free from all liens, claims, interests or any other encumbrances, W Me time of installation or placement In the Stadium, and fitle shall thereafter remain with the City. The City will own and have title to any improvements that are permanently fixed to the Stadium that are acquired, financed, installed or placed in the Stadium by Tenant. (b) Title to all fixtures, fumishings, equipment, and other personal property either funded, acquired, installed or placed in the Stadium by Tenant, its assignees or concessionaires before or after the Commencement Data shall remain with Tenant. Tenant, its assignees or concessionaires will be entitled to remove such fixtured, equipment, and other personal property referenced in the preceding sentence upon expiration of the Term of this Agreement. Section 2.8. Development s hetl (a) The Parties have set a Development Schedule (see Exhibit V) covering all activities required to be undertaken in the preparation of the plans and specifications, obtaining permits for construction, financing the project, and constructing the project to completion. (b) All Parties agree to use their best effort to complete their respective activities in cooperation with Me other Panties and within the limes established in the Development Schedule. Suemm r e mc. 10-21m Section 2 g WalMhmuah and (a) Prior to taking occupancy,Tenant, the Architect and me Citys designated representative shall conduct a final inspection of the premises and shall compile two lista identifying any defecte and other deficiencies and incomplete work that are outside the scope of the authority or concem of the Building Official. The two lists shall be designated as the Minor Defects Punch List and the Major Defects Punch List both as defined in Article I. The Parties shall mutually agree on what constitutes a defeat, deficiency or incomplete wodc based upon final plans and specifications as accepted by the City. The City shall diligently undertake the correction or completion of all Items on the Major Defects List and the Minor Defects Punch List. The Commencement Data shall not be postponed on account of the Minor Defects Punch List, but, subject to Section 3.3 herein, shall be postponed unfit the items on the Major Defects List have been contacted or completed, as the cise may be. (b) Prior to the Commencement Date, the City shall cause the elechicel, HVAC, plumbing, and other systems that are part of the improvements to be thoroughly tested and checked by qualified persons. The test results, duty certfied by the person performing the tests, shall be delivered to Tenant as evidence that the systems are operating satisfactorily and, where relevant, are property balanced. The delivery of the certificates shall not relieve the City of its obligation to remedy defects as provided for in this Agreement. ARTICLE III SUBLEASE TERM AND REN Section 31 Term Subject to the terms and conditions hereof, City hereby subleases the Stadium to Tenant for a period of thirty years (the 'Term'), commencing on the Commencement Date. The Stadium shall be returned to the City at the expiration of the Term in the same condition existing at the Commencement Date, ordinary wear and tear excepted. Installation of Tenant Improvements and Tenants fixtures, furnishings, equipment and other personal property will be coordinated with City Staff and any delegated agents or representatives of Ne City. At its sok and reasonable discretion, City shall define the appropriate timing of Tenant's installation of Tenant Improvements and any of its personal property, fixtures, furnishings and equipment and will afford Tenant sufficient time to install their Tenant Improvements, fixtures, furnishings, equipment and other personal property prior to the Commencement Date. Tenant's Design and Inspection Representative shall timely notify Na City regarding the necessary amount of time required for installation of the Tenant Improvements, fixtures, furnishings, equipment, and personal property - Section 3 2. Extension Option The Parties agree that if the City and Tenant do not agree at least one year prior to the Expiration Date to extend the Term of this Agreement, the City shall be entitletl to negotiate and smaium u� m�. 10 -27 -no enter into agreements with any third parties regarding future usage of the Stadium and shall have no further obligation to negotiate with Tenant as to extension of the Tenn. 5licton 3.3. F&ed Rental In consideration of the costs to construct the Stadium, Tenant hereby agrees to pay to the City a fixed rental of $1,500,000.00 per year, to be paid in equal monthly installmems beginning on the Commencement Data in the amount of $125,000.00. In advance on the first day of each month (the "Fixed Rental'). Tenant's obligation to commence the payment of the Fixed Rental shall not be delayed beyond the Commencement Date by Tenant's failure to install and have operational the Tenant Improvements or any of Tenant's fixtures, furnishings, equipment or personal property or any other failed responsibilities of Tenant. Tenant's failure to Install the Tenant Improvements or any of Tenant's futures, furnishings, equipment or personal property shall not preclude the City or ds Architect from issuing a Certificate of Substantial Completion or Certificate of Occupancy on the Stadium. Section 3.4. Bond Defeasance In the event that Me bonds Issued by the Authority related to the Stadium are defessed prior to expiration of the Tenn, which tices not result from a refinancing, the City shall not issue any additional bonds which materially alters the terms and conditions or this Agreement. Section 3.5. Imorovements by Tenant (a) Tenant shall make no pennaneid additions or improvements to the Stadium, other than Tenant Improvements as defined herein, without the prior written approval of the City, which shall not be unreasonably withheld. (b) Tenant shall install within the Stadium all Tenant Improvements. The Architect will not design the concert staging and turf protection system, as those cams will be designed by Tenant to meet its particular needs for baseball, soccer and other events. Tenant shall be responsible for all costs and expense for the design, manufacture and installation of the concert staging, turf protection system, (and corporate swimming pool and the Walk of Fame, c buic), subject to City review and approval of design and installation. The work th be done by the Architect regarding the scoreboard is described in Fxhibc'A " Tenant agrees to comply with Architect's schematic design and to pay all costs and expenses to design, manufacture and install the scoreboard and Is foundation. Tenant shall contract for the design, manufacturing and installation of the scoreboard and its fourMation, concert staging and turf protection system. The Parties herein agree that additional design, manufacture and installation of the scoreboard by Tenant will include not only the scoreboard, but all foundation requirements, electrical requirements within the scoreboard and out to the rough plumbed electrical located at the bees of the foundation, lights, video, computer programming and hardware and any other installation needs necessary for a final working and operational scomboard consistent with Architect's work as described in Exhibit 'A.- siuumu• �10-27-0o (c) The Parties have determined that as a consequence of the unique needs of Tenant, the scoreboa d, concert staging, turf protection system, corporate swimming pool and Walk of Fame shall be defined as Tenant Improvements. City's Project Manager shall be allowed to participate in all conferences, including telephone conferences, in which Me design and pricing of the scoreboard, concert staging and turf protection system are being considered. City's Project Manager will also be entitled to approval over any design, manufacture and installation of the scoreboard which approval shall not be unduly withheld. Tenant shall be responsible to coordinate with the City's Project Manager the work of Me scoreboard, concert staging, turf protection system, corporate swimming pool and Walk of Fame installer with the work of construction of the Stadium. Tenant shall construct and install the Tenam Improvements and assure that they are installed and fully operational upon the Construction Completion Date of Me Stadium but Tenant has no obligation to build the corporate swimming pool and Hall of Fame. Tenant will further be responsible for financing, purchasing, acquiring and installing in the Stadium consistent with Exhibit -F- all fixtures, furnishings and equipment necessary to operale a AAA baseball stadium except those fixtures, furnishings and equipment to be provided by City as defined mthm Exhibit 'A. - (d) Tenant shall be entitled to a rent credit for design, manufacture and installation of Me scoreboard, concert staging and turf protection system. Tenant's rent credit shall be used for a deduction in rent by Me amount of Me total actual costs to Tenant of design, manufacture and installation of the scoreboard and foundation, concert staging, and turf protection system, or $1,395,000.00, whichever is less. Tenant will also be entitled to a rent credit related to reimbursement from City for previous Tenant expenditures related to Stadium design and consulting fees. The Parties herein agree that Tenant shall be mimbused for previous design and consulting fees that is the sum of the following: (1) $191,000.00, which Me amount of Pr esign Costs Mat have been reviewed and approved by the City; plus (ii) an amount to be determined in accordance with subsection (e) of this Section, but not to exceed $212,000.00, with regard to development and design work Mat has not been reviewed and approved by Me City (the 'Unresolved Claims'). Tenant's rent credit shall relieve Tenant's rent obligation, as defined within Section 3.3, unfit such time as the entire rent credit has been amortl . When Tenant's monthly rental obligation has exceeded Tenant's rent credit, Tenant shall commence payment of the normal rent obligations as defined in Mss Agreement In the event that this Agreement terminates as a consequence of the default or breach of this Agreement by Tenant, City shall have no further obligation to Tenant for any additional costs, expenses or rent credit related to any Tenant Improvements defined within this Section. (e) Hunt Construction Inc. ('Hunt") shall meet with the parties and with vendors whose bills are "Unresolved Claims.' Hunt shall review Me claim, the position of the parties, and all relevant records and documents. If Hunt Solemnities that Me work has a value equal to or greater than the amount billed, the full amount claimed shall be paid but not to exceed the $212.000.00 amount. If Hunt determines that the work has a value related to this Agreement Ion Man Me amount billed, Me lesser amount determined by Hunt shall be paid. Hunt's review and delernination shall be made on or before December 31, 2000, and shall be binding on the SWiun LearnE ,10-27M City and Tenant. FDG agrees that each such vendor shall be under no obligation of confidentiality not to disclose information required by Hunt. Section 3.6 CiN Beensered Events (a) The Parties acknowledge that the City mieMs to make the maximum use of the Stadium to generate revenues and to produce event for the benefit of the City subject to Me City's obligations to Tenant defined within this Agreement. Collectively these event maybe referred to as City Sponsored Event. City shall be entitled to a total of seventeen City Sponsored Events for each calendar year for the duration of the Tenn. City's entitlement to the seventeen City Sponsored Event shall be prorated during the first and last calendar year of the Tenn of this Agreement. (b) -Available Dates' means those dates on which Tenant has not actually scheduled a baseball game, practice, a non -baseball event or, subject to industry practices, scheduled field rest or maintenance, general Stadium maintenance or load -in and load -out requirement for a Tenant event. (c) The City shall notify Tenant in writing of the City's intent to sponsor an event at the Stadium. Tenant shall notify the City in writing within forty-eight hours of City's noticed the City's proposed date conflicts with Tenant's right to use the Stadium. Tenant will make reasonable efforts to accommodate the City's requested use dates. If Me date submitted by Me City is not an Available Date, the City shall not use the Stadium on that date. City shell not make any request to sponsor an event at Me Stadium between March 1 and September 30 of any calendar year until such time as Tenant has received the final baseball schedule for that calendar year, as established and distributed by the PCL. It is understood by the Parties Mat the PCL publishes the final baseball schedule for a given calendar year during the month of December of the preceding calendar year. Tenant shall distribute to the City a copy of the final baseball schedule within 30 days of when the PCL publishes and disthbutes that schedule. If City has not requeeled and received the final baseball schedule by December 31 of any calendar year, the City will be free to schedule events at the Stadium for the following calendar year. (d) City shall book City Sponsored Events at the Stadium in a similar manner as the City's Convention Center Operations Department books events at Selland Arena. (e) On Available Dates, the City may schedule City Concession -Using Event. City shall be entitled to tan City Concession -Using Events from each Sublease Anniversary Date for the duration of the Term. By way of example, and not by way of limitation, these City Concession -Using Event may include athletic, entertainment and music wncort event and other similar activities and performances. In consultation with the City, Tenant shall make available and operate the Concession Facilities as Tenant determines to be necessary M support the City Concession -Using Event. (i) For all City Concession -Using Events, or in the event the City elects to use Tenant Concession Facilities on Nan -Concession -Using Event, the City shall be entitled to receive smdium Lea .la -1]-0a twenty percent of the Gross Receipts from the Concessions operated by Tenant or other authorized third parties in contract with Tenant (-Concession Revenues'). City shall be emitted to recaive and Tenant shall be required to pay City, Concession Revenues on an annual basis. Tenant shall calculate the amount of revenues owed to City by the end of each calendar year and shall pay the amount of Concession Revenues owed to the City no later man January 31, of the following calendar year. City shall be entitled to the sale of novelties that are related to a specific City Sponsored Event. City shall be entNetl to retain one hundred percent of the revenue generated from those sales. (g) On Available Dates, the City may schedule Non -Concession -Using Events in Ne Stadium that may or may not make use of the Stadium Concessions facilities. City shall be entitled to seven Non -Concession Using Special Events from each Sublease Anniversary Date, throughout the duration of the Tem. (h) Non -Concession -Using Events shall generally be partially or wholly sponsored of committed for by either the City or other not-for-profit organizations (which are not required to be 501(c)(3) organizations) or for charitable purposes. (i) Except as otherwise stated herein, the City shall be entitled to one day for each event and a separate day for load -in and a separate day for bad -out and clean-up of the event. In the event that a City Sponsored Event is longer than one day, not including load -in or load. out days, each day of the event will count as a separate event for purposes of We Section 3.6. Tenant shall be entitled to require the City to load -in and loadout on the same day of City Sponsored Event if such request is mnsietenl with recognized industry practice for such an event and it is practical to limit the event to one day. g) The right to use the Stadium extends to those pottions of the Stadium that are generally made available to other parsons who hire or rent the Stadium for similar events. City shall have the right to access of Tenant's secured storage areas, skyboxes and other areas where access by third persons will not unreasonably interfere with Tenant's business operations and are generally made available to other persons who hire or rent the Stadium for similar events. (k) In the event the City schedules a City Sponsored Event, the City will pay Tenant for the costs of use of the Stadium consistent with the moral agreement attached as Exhibit 'C,' Fresno Diamond Group Stadium Rental Agreement, and incorporated herein by reference as if fully set forth. (I) The City shall be solely responsible for all costs associated with any City Sponsored Event and the City shall be solely entNetl to all revenues from any such event except Concession revenues from City Concession -Using Events which shall be distributed as specified in this Section and Grizzlies Shop Revenues. During any City Sponsored Event, City shall be entitled to use the Tenant Improvements at no cost to the Cfty. (m) If the City requests in wining that Tenant schedule a City Sponsored Event on a date or dates and Tenant mnfims in writing to City that the requested date or dates have been Summnl. dm 10-27-00 scheduled for the City use, the scheduled date or dates shall be counted as used by the City, whether or not the City actually uses the Stadium on the scheduled date or dales. ARTICLE N OPERATION OF STADIUM Section 4.7 190M 08 Operator f Stadium (a) Subject to City's rights under Article III of this Agreement, Tenant shall be responsible for the management and all aspects of Me operation of the Stadium, including the nature of events to be held in the Stadium other than baseball. Tenant shall develop policies, designed to (i) assure quality control and (ii) assure that Me Stadium shall be run In a way that reflects positively on the City and encourages families to attend events. Tenant shall file a copy of such policies, and any amendments thereto with the City of Fresno. (b) The City shall be responsible for the repair and maintenance of all structural elements of the Stadium, which Include the following: (i) the roof; (li) all bearing walls and members; (iii) the foundation; (iv) all permanently paved surfaces; (v) all pipes, wires and optics located within the bearing walls or under Me permanently caveat surfaces; and (vi) such other elements of the Stadium that are commonly understood by the Architect to be structural elements. (c) Tenant shall be responsible for the maintenance and repair of those aspects of the Stadium that are not Included within Me definition of structural elements, which is set out in this Section. (d) Subject to City's rights under Article III of this Agreement, Tenant shall further contract and pay for all services to the Stadium throughout the year, including cleaning, ground keeping, electricians, stage hands, security guards, ticket sellers and takers, announcers, utilities and maintenance, repair and replacements to the Stadium other than structural defects to the Stadium as provided in subsection (b) of this Section. The standard of maintenance for the Stadium shall be that which is consistent with the standard of maintenance generally found in other AAA baseball stadiums not more than five years older or five years younger than the Stadium. Throughout the Tenn, Tenant shall deliver the Stadium to the City in such condition for City's use and City shall deliver the Stadium to Tenant in the same condition upon completion of Citys use. (e) Tenant agrees to do all things reasonably necessary to conduct its affairs and carry on its business and operations in such a manner as to comply in all material respects with any and all applicable laws of the United Slates and the several states thereof and to duly observe and conform to all valid orders, regulations, or requirements of any governmental authority relative to the conduct of BA business and the ownership and/or operations of the Stadium. Tenant shall further comply with any and all provisions and conditions of any development entitlements issued by the City, including but not limited to any Conditional Use Permits related to the Stadium, as amended. Sumum Love a«, is.n.cc (f) The parties agree to utilize the following process to review the Tenant's Obligations for maintaining the Stadium: (i) The City shall review the quality of maintenance and maintenance services provided to the Stadium. In furtherance of City's objective to achieve the standard of maintenance as defined herein, the City will conduct a yearly walk through of the Stadium to be conducted during the month of February in each year of the Term. Tenant will be notified of the time that the City intends to conduct the walk through and will be permitted to attend the City's inspection of the Stadium. Notwithstanding the City's yearly inspection in the month of February, the City shall be afforded access at all reasonable times to the Stadium for similar inspections. If Tenant has not maintained the Stadium to the standard set forth in this Section 4.1, the City shall have the right to notify Tenant in writing setting forth specifically the manner in which the City believes that Tenant failed to meet the standard, describing the actions to be taken to cure the same and stating that it will assume the obligation commencing within sixty days after mailing the written notice, if such actions are not taken by such date. If Tenant does not take such actions by such date, the City may immediately assume responsibility for the same for the remainder of that year of the Tenn at the cost and expense of Tenant, subject to arbitration procedures set forth herein. If Tenant has not taken such actions as requested by City by such date, either Party may request arbitration for final disposition and decision concerning this dispute in accordance with the rules of the American Arbitration Association or other such entity mutually approved by the Parties. The decision of the arbitrator or other such entity shall be final and binding upon the Parties. The arbitrator shell have no power to add to. subtract from, or modify any of the terms of this Agreement. (ii) The Party requesting arbitration shall promptly serve a notice on the other Party, advising of its desire for arbitration and shall request the American Arbitration Association to submit a list of proposed arbdralom who are generally familiar with the subject -matter involved in the dispute and from which an arbitrator shall be selected by the fallowing method: each Parry shall strike any names from the list deemed unacceptable, number the remaining names in order of preference, and return the list to the American Arbitration Association. The American Arbitration Association shall then invite an arbitrator to serve tram among those names remaining on the list, in the designated order of mutual preference. (iii) The ruling of the arbitrator shall be binding upon the Parties hereto. The arbitrator shall follow the Commercial Arbitration Rules of the American Arbitration Association. Either Party shall have the right to secure a mandatory injunction in any court of competent jurisdiction to enforce any final other of the arbitrator. If the arbitrators decision is in favor of the City, all direct costs incurred by the City in making the required maintenance Sludim Lem doe. 10-37.00 shall be reimbursed by Tenant to the City wlthin thirty days after presentation W a statement therefor, together vdM interest at a rate of ten percent per annum. Costs of the Parties shall be paid as determined by the arbitrator. (iv) If the City assumes Me obligations of Tenant, the City shall use due diligence with reaped to providing maintenance, and as long as it uses such care. Me City shall have no liability to Tenant by reason of inconvenience, annoyance, interruption or injury fo the business of Tenant resulting from the performance of such maintenance in such reasonable manner as is calculated not to unreasonably interfere with the operation of the Stadium. (g) Tenant shall obtain all necessary licenses and pemgits for operation of the Stadium, including, but not limited to, licenses and permits to sell food, beverages and alcohol. Tenant shall also be solely responsible for obtaining all necessary permits, licenses or similar authorizations required for Me Grialies operation. (h) As operator of the Stadium, Tenant shall be responsible for and pay for all aspects of the operation of the Stadium, except for City Sponsored Events as defined vathin Exhibit -C,' including, but not limited to (i) All ticket operations, ticket sellers and ticket takers; (ii) All ushers and parking attendants for parking on site; (iii) All non -uniformed and armed security for Me Stadium, including security for baseball games and other events; (iv) Operating the scoreboard and the public address system; (v) Arranging for all communications and broadcasting; and (vi) Operating all Concession and catering facilites located at the Stadium. (i) Specifically, but wlthout limiting the generality of the foregoing in order to provide for a secure, healthy and accessible environment for patrons, Tenant shall provide and pay for at least the following measures at each home game and at all other activities involving paid admission to the Stadium: (i) Adequate security guards; (ii) Qualified persons to render flat ad; and (iii) City shall supply police services inside and outside of the Stadium, without charge to Tenant, to the extent determined necessary by the City's Police Sodium Leve doc. 10.27-00 16 Chief or authorized representative. It will be within the sole discretion of Me City's Police Chief or authorized representative to determine the level of Police services at any event. This Section is not M be constuxi as obligating the City to supply any level of police services. g) Except as otherwise set forth in this Agreement, Tenant shall be responsible for all costs incemed by Tenant in connection with Tenant's operation of Me Stadium. Tenant may operate the Stadium Itself or hire subcontractors, in compliance with all applicable laws, to perform all or any portion of the operation of the Stadium. Ja1 • • - ,r (a) As operator of the Stadium, Tenant may contract for the lease of any or all Concession area build -out and equipment, except that provided by City in accordance with Exhibit •A.- Concession operations may be reviewed and suggestions made by the CO. (b) Tenant will have control over product and brand designation, pricing, quality merchandising and staffing of Concessions within Me Stadium with Me objective of ensuring a wide variety of quality foods at reasonable prices served in unique and appealing ways. Section 6 3 RRevem; Except as otherwise defined or provided in this Agreement, as operator of Me Stadium, Tenant shall be entified to receive all revenue generated at the Stadium, including, but not limited to, all revenues from ticket sales, suite rental, sponsorships, Stadium signage and other advertising, sales of Concessions, Novelties, and clothing, sales of broadcast and telecast rights, league expansion fees and team fundraising; provided, however that the City shall retain any revenue from its permittetl use of Me Stadium as otherwise provided herein except from Me sale of Concessions as set forth in Section 3.6. ARTICLE V TAXES Section 5.1 Tenant Pnt ofT (a) Tenant shall be responsible for Me payment of all applicable ad valorem and possessory interest taxes legally imposed, assessed or levied against Tenant's property and for Me payment of all transaction taxes, privilege taxes, sales taxes, or other similar excise taxes legally imposed, assessed of levied against Tenant on account of ticket, Concession and similar sales or transactions at the Stadium. (b) Tenant shall pay the periodic food and beverage taxes, if any, to the appropriate governmental agencies. Tenant shall send a copy of each tax return and proof of payment of Me tax to Me City within five days of (sing Tenant's tax return. Tenant shall indemnify the City for any tax liability which indemnification will survive the termination of this Agreement (c) NOTIFICATION TO TENANT PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE SECTION 107.6: A POSSESSORY INTEREST SUBJECT TO PROPERTY TAXATION MAY BE CREATED BY ENTERING INTO THIS AGREEMENT AND TENANT MAY BE SUBJECT TO THE PAYMENT OF PROPERTY TAXES LEVIED ON SUCH INTEREST. ARTICLE VI INSURANCE Section 0.1. TImlint's Insurance. Tenant shall carry and maintain, at its sale cost and expense: (a) All risk insurance, not including Flood and earthquake, subject to reasonable deductibles, but any amounts deducted shall be the responsibility of Tenant, for the Stadium, Tenant's personal property and trade fixtures, with limits sufficient to cover the full replacement cast thereof, covering the Stadium against damage and destruction by fire, vandalism, boiler eruption, and other perils in the amount of the full replacement value of the Stadium, as such value may increase and decrease from time to time. The City and Tenant shall be named as the Loss Payees on all such policies of coverage; (b) Commercial general liability insurance, including bodily injury, property damage, contractual products liability, and liquor liability coverage (the responsibility for me letter may be assigned to Tenant's vendor), with the following limits: General Aggregate $2,000,000 Products/Complete Operations Aggregate $1,000,000 Personal Injury and Advertising Injury $1,000,000 Each Occurrence limit $1,000,000 Fire Legal (Anyone fire) $ 50,000 Medical Expense (Any one person) $ 5,000 subject to reasonable deductibles, but any amounts deducted shall be the responsibility of Tenant; (c) Worker's compensation insurance in accordance with the laws of the State of California; (d) Rental interruption insurance with City as beneficiary, including off -premises service coverage, with exclusions from coverage mutually agreeable to the Parties. Said policy amount shall be equivalent to tvro years of Tenant's annual rent; (e) Automobile liability for owned, non -owned and hired vehicles, including uninsured and underinsured with limits of not less than $1,000,000.00; Swim Leaee arc. 1027 n Is (f) Employee dishonesty coverage for funds handled by President, Business Manager, Ticket Manager and Assistant Ticket Manager of Tenant relative to ticket sales In the amount of $500,000.00; and (g) A separate policy of umbrella coverage over the coverage's referenced in (b), (c) and (e) above, with limits of not less than $4,000,000.00 with a deductible of not more than $10,000.00. Tenant agrees that it shall increase umbrella coverage, if necessary, consistent with its industry. If the City, in good faith, believes that this coverage is inadequate in consideration of the current insurance economy, the City may request that the City review and make a recommendation as to Me proper amount of umbrella coverage. Section 6.2. Waiver of s b f (a) It is the intent of the Parties that the risk of loss or damage arising out of or relating to this Agreement should be bome by insurance to the extent of available coverage. Accordingly, the City and Tenant waive all rights against each other (and against the agents, employees, representatives andlor insurers of the other) for any loss or damage to any building, structure, or other tangible property, or any resulting loss of income, or losses under wodrefs compensation laws and benefits, even though such lass or damage might have been occasioned by the negligence of such other Party (its agents, employees and/or representatives); provided, however, that: (a) this waiver of rights shall only W applicable to the extent of insurance proceeds actually paid to the Parties suffering such loss or damage; and (b) this waiver of rights shall in no way diminish the indemnity obligations of City or Tenant as W forth in Section 6.5 hereof. (b) Said waiver of rights shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in any related agreement with respect to any claim of Tenant or the City. Inasmuch as the waiver of rights shall mean that neither Party shall ba liable to the other Party hereto or to any insurance company (by way of subrogation or otherwise) and will preclude the assignment of any of such claim(s) (by way of subrogation or otherwise) to an insurance company (or any other Person), Tenant and the City shall give written notice of the terms of this mutual waiver of rights to their respective insurers and shall have their insurance Policies endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of this waiver of rights. Section 6.3. Insurance Criteria All policies of insurance required to be maintained by this Article, Section 6.1 shall be issued by insurance companies admitted to do business In Me State of California, qualified in the judgment of Me City and having an A.M. Bast Rating of A -:IX or S 8 P AA-; (Ii) shall provide Nal such policies shall not be cancelled or materially modified as to scope or amount of coverage, unless thirty days prior written notice is given to the City, (iii) shall be the primary policies, not contributing with or in excess of Me coverage that the City may cant'; (iv) shall be permitted to be maintained within a blanket policy or an umbrella policy; (v) shall be maintained during the entire Term, (vi) shall name the City, its officials. officers, agents, employees and volunteers as an additional insured, except with respect to the workers' compensation policies, Sadiron Leve arc. 103'/-00 and (vii) shall be subject to City's review for proper limits and coverage upon written request therefor. Section 64 Evidence Insurance On or before the Commencement Date and upon the date of renewal of the policies of insurance that it is required to maintain pursuant to this Article VI, Tenant shall deliver to the City certificates of insurance evidencing such insurance. Such cerificetes shall specify the types and amounts of coverage evidenced thereby, the waiver of subrogation described in Section 6.2 above, and the insurance criteria described in Section 6.3 above. Tenant shall maintain and renew or replace all policies of insurance for which it is responsible pursuant to this Article VI. Section 6.5. Indemnity. (a) Tenant agrees to indemnify and hold harmless the City, ns officials, officers. agents, employees and volunteers from any and all actions, causes of action, demands, and claims of any nature whatsoever for Injury to or death of persons or loss of or damage to property in any way arising out of; (i) the use, occupancy, maintenance, and operation of the Stadium after the Commencement Date by Tenant or any other third party; and/or (ii) installation and placement of Tenant Improvements, or any of Tenant's 6alures, furnishings, equipment or other personal property for the period prior to or after the Commencement Data (b) The City agrees to indemnify and hold harmless Tenant from any and all actions, causes of action, demands and claims of any nature whatsoever for injury to or death of persons or lass of or damage to property in anyway arising out of: (1) the construction of the Stadium for the period prior to the Commencement Date; and/or (ii) the City's use of the Stadium set forth in Section 3.6, ARTICLE VII LOSS OF FACILITIES Section 71 Condemnation (a) If all of the Stadium or the use thereof is taken by power of eminent domain, condemned or sold in lieu of condemnation proceedings, this Agreement shall automatically terminate on the earlier to occur of (i) the date on which We to the Stadium vests in the condemning authority; or (ii) the date on which Tenant is dispossessed of the Stadium. (b) If a portion of the Stadium or the use thereof is taken by power of eminent domain, condemned or sold in lieu of condemnation proceedings and such taking materially affects Tenant's ability to utilize the Stadium, Tenant shall have the right to terminate this Agreement effective as of the earlier to occur of (i) the data on which title to the condemned portion of the Stadium vests in the condemning authority, or (ii) the data on which Tenant is dispossessed of SYdlwn L dm. 10-27 W 20 the portion of me Stadium, by giving written notice to the Citywithin sixty days after Tenant's receipt of notice of the partial condemnation from the City. (c) If a portion of the Stadium or the use thereof is taken by power of eminent domain, condemned or sold in lieu of condemnation proceedings and Tenant tices not terminale this Agreement pursuant to the tens and conditions of subsection (b) above: (i) this Agreement shall be deemed terminated with respect to only the condemned portion of the Stadium or use thereof; (il) the rental payable hereunder shall be equitably reduced, as determined by the Parties in good faith taking into account Tenant's prior use of the condemned portion of the Stadium or use thereof and the potential of such portion to generate revenue for Tenant based upon aftendance over the previous three year pencil; and (iii) the City shall, at its sole mal and expense, promptly make any repairs and restoration mat Tenant deems reasonably necessary as a result of such condemnation. (d) Each Party shall have the right to seek, at its sole cost and expense, any award to which it might be entitled as a result of any condemnation of all or any portion of the Stadium or the use thereof. Neither Party shall have any rights to any award made to the other. (a) If all or a portion of the Stadium or the use thereof is temporany condemned, this Agreement shall remain in full form and effect, but all of Tenant's rental obligations hereunder shall abate on a pro rata basis as determined by the Parties in good faith until such temporary condemnation shall cease based upon revenue lost by Tenant as a result of such temporary taking based upon attendance over the previous three year period. Section 7.2. Damage to the Stadium (a) If the Stadium or any portion thereof is damaged or destroyed by fire or any other casualty, men neither Party shall have the right to terminale this Agreement but City shall promptly employ its best efforts to restore and repair the Stadium as soon as reasonably possible to a condition substantially similar to that prior to such damage or destruction and the Tenn shall be extended by the period of restoration and repair. To mat end, City shall use all insurance proceeds available for such purposes and Tenant shall assign any applicable proceeds to the City. City's obligation hereunder shall not exceed the insurance proceeds. The restoration and repair details shall be undertaken in the same manner involved in the original construction of the Statlium. (b) During any period that the Stadium is totally unusable by Tenant, the entire rental shall abate so long as the rental Interruption insurance required by Section 6.1 has been maintained. If only a portion of the Stadium Is rendered unusable by the damage or destruction, rental shall be reduced as determined by the Parties in good faith based upon attendance over the previous three-year period. Stadium Lease dee, lo-z]Lo ARTICLE VIII DEFAULTS AND REMEDIES Section BA Default by Tenant (a) An event of Default by Tenant shall be deemed to have occurred under this Agreement IF: (i) Tenant fails to make the payment of rental and other amounts owed as set forth in Article III hereof within thirty days after it is due; (ii) Tenant fails to observe or to perform any obligation, condition or covenant on its part to be performed or observed in accordance with this Agreement, and such failure remains uncured for more than thirty days after Tenant's receipt of written notice of such failure from the City (or such longer period as may be reasonably necessary to effect such cure, ff such cure cannot be effected within such thirty day period using reasonable efforts); (iii) Tenant's interest In and to the Stadium or this Agreement is taken by process of law directed against Tenant, or is subject to attachment by any creditor or claimant of Tenant, and such affachment is not discharged or disposed of within thirty days after levy fhereol (iv) Tenant admits in writing its inability to pay debts generally as they become due; makes an assignment for the benefit of creditors; applies for or consents to the appointment of a receiver, trustee or liquidator of Tenant or substantially all of Tenant's assets; files a voluntary pe@ion in bankruptcy or a Petition or an answer seeking reorganization under any bankruptcy or Insolvency laws; or tiles an answer admitting the material allegations of a petition filer! against Tenant in any bankruptcy, reorganization or Insolvency proceedings; (v) A court enters an order, judgment or decree, without the application, approval or consent of Tenant, approving a petition seeking reorganization of Tenant under any bankruptcy or insolvency law: appointing a receiver, trustee or liquidator for Tenant or substantially all of Tenant's assets; or adjudicating Tenant as bankrupt or insolvent. and such order, judgment or decree is not vacated, stayed! or set aside within forty five days after Its date of entry; (vi) Tenant Loses any rights, licenses or other Interest in the baseball franchise due to its negligence, willful miscoiMua or material violation of league rules; SWimL din, la-zIUO (vii) Tenant or the Gricczlies fail to observe or perform any oblgalions, conditions or covenants on their part to be performed or observed within the Assignment Agreement, Parking Agreement, Non -relocation and Continuous Operation Agreement, Grizzlies Guaranty Agreement or the Grizzlies Security Agreement. (b) If Tenant shall be deemed in default under this Agreement pursuant to the terms and conditions of subsection 8.1 (a) above, the City shall be entitled to seek any rights and remedies available to it in law, or at Nutty including, but not limited to, the right: (1) to seek monetary damages, including Interest on the unpaid rental at the maximum legal per annum rate (which interest shall for purposes of subsection B.1 (a) above begin to accrue without regard to the thirty day grace period); (it) to terminate this Agreement; and (iii) to cure such default on behalf of Tenant and bill Tenant for all costs incurred by the City to effect such cure. Additionally, the City shall have the right to proceed against the security provided by Tenant pursuant to Article IX hereof. (c) In the event that City should terminate this Agreement in accordance with Section 8.1 (b), Tenant shall assign to City any and all right. Idle and interest in any contracts entered into by Tenant for supplies, services, concessionaires, or other similar agreements necessary for the daily operation of me Stadium. Tenant shall require in all such contracts that In the event that City terminates this Agreement in accordance with Section 8. 1, Tenant shall have the right to assign the contact and any Interest therein to the City. Section B.2. De( ti by Me City (a) An Event of Default by the City shall have occurred under this Agreement if the City fails to perform of observe any obligation or condition on its part to be Performed or observed in accordance won this Agreement that relates to Tenant's right to use and operate the Stadium, subject fa the rights of use by the City; or and such failure remains uncured for more than thirty days after the Citirs receipt of written notice of such failure from Tenant (or such longer period as may be reasonably required to effect such cure ff such cure cannot be effected within such thirty day Peficd using reasonable efforts). (b) If the City shall be deemed in default under his Agreement pursuant to Ne terms and conditions of subsection 8.2 (a) above, Tenant shall be entitled to seek all rights and remedies available to it at law, or in equity, including, but not limited to. the right: (i) to seek monetary damages; (it) to terminate this Agreement; and (id) to cure such default on behaff of the City and bill the City for all costs incurred by Tenant to affect such cure. (c) Notwithstanding anything to the contrary contained in this Article, In no event shall the inability of the City to cause substantial completion of the Stadium by the Commencement Date give Tenant cause to declare an Event of Default. Section 8.3. Remedies Cumulative (a) Except as expressly limited in his Article VIII, the remetlies described herein are Stadi mi da. 10-27.W 23 cumulative and are not intended to be exclusive of any other remedies to which the Parties may be entitled at law or in equity. The failure of a Party to (i) insist in any one or more instances upon the and performance or observance of any of the obligations or conditions of this Agreement by the other Party; or (ii) exercise any remedy contained herein for any nonperformance or nonobservance of any obligation or condition by me other Party shall not be considered a waiver of such Party's rights to later insist upon performance of observance or to exercise is remedies. Additionally, the exercise or commencement of the exercise of any right or remedy by either Party shall not preclude the simultaneous or later exercise of any or all other rights and remedies available to such Party. Section 9.1. Tenant's Pledge Tenant shall assure the performance of this Agreement and shall pledge all of the outstanding shares of Tucson Toros, Inc. and all other assets subject to being pledgetl by Tenant as identified within the Pledge Agreement, as security for its pledge. The obligations of Tenant under this agreement shall be secured pursuant to a Pledge Agreement in accordance with the Grizzlies Pledge Agreement, substantially in the form of Exhibit 'D' attached hereto, and incorporated herein by reference as if fully set forth. ARTICLE X SALE OF TEAM SNARES ORA ET Section 10.1 Sale of Sh The shareholders of Tenant may sell their shares at any time without restnctlon. Such transferability of shares of Tenant shall in no way affect the enforceability of this Agreement. Section 10.2. Sale of Assets Tenant may not sell or otherwise transfer all or substantially all of its assets (including the franchise) to another entity without approval of the Pacific Coast League and the office of the Commissioner of Baseball and the acceptance of an assignment of this Agreement by such transferee; provided, however, that the Parties expressly agree that the transfer of Tenant's assets shall in no way entitle the transferee to avoid performance of any term hereof, including but not limited to the obligation of Tenant to play its home games in the Stadium as required by Article XIV hereof Section 10.3. T fs Right to Terminate Agreement Tenant shall have no further obligations under this Agreement, including future Fixed Rental payments, in the event of one of the following' SWum teamtl .l0-27-00 24 ARTICLE IX SECURITY FOR TENANT'S PERFORMANCE Section 9.1. Tenant's Pledge Tenant shall assure the performance of this Agreement and shall pledge all of the outstanding shares of Tucson Toros, Inc. and all other assets subject to being pledgetl by Tenant as identified within the Pledge Agreement, as security for its pledge. The obligations of Tenant under this agreement shall be secured pursuant to a Pledge Agreement in accordance with the Grizzlies Pledge Agreement, substantially in the form of Exhibit 'D' attached hereto, and incorporated herein by reference as if fully set forth. ARTICLE X SALE OF TEAM SNARES ORA ET Section 10.1 Sale of Sh The shareholders of Tenant may sell their shares at any time without restnctlon. Such transferability of shares of Tenant shall in no way affect the enforceability of this Agreement. Section 10.2. Sale of Assets Tenant may not sell or otherwise transfer all or substantially all of its assets (including the franchise) to another entity without approval of the Pacific Coast League and the office of the Commissioner of Baseball and the acceptance of an assignment of this Agreement by such transferee; provided, however, that the Parties expressly agree that the transfer of Tenant's assets shall in no way entitle the transferee to avoid performance of any term hereof, including but not limited to the obligation of Tenant to play its home games in the Stadium as required by Article XIV hereof Section 10.3. T fs Right to Terminate Agreement Tenant shall have no further obligations under this Agreement, including future Fixed Rental payments, in the event of one of the following' SWum teamtl .l0-27-00 24 (i) A major league baseball franchise is located in the Fresno County area and Tenant is therefore prohibited from continuing a minor league franchise in the Fresno area, Fresno County. Tenant shall pay to City twenty percent of the net award paid to Tenant, less Citys proportionate share of reasonable expenses incurred by Tenant in collecting the award, by the league or the then present value of the remaining payments of Fixed Rental and Fund payments discounted at a prime rate of interest charged by Bank of America, N.A. at the time of the award of the major league franchise, whichever is less. (ii) The obligations under this Agreement are assumed by another entity upon a transfer of the franchise as provided in Section 10.2 above, or (iii) The Parc Coast League, or any other league in which Tenam is a member, ceases operations; provided Tenant shall make goad fahh efforts to continue to play professional baseball, in which rase this Agreement shall remain in effect. ARTICLE )0 ASSIGNMENT AND SUBLETTING SecCon 11 1 Assignment This Agreement may not be assigned by Tenant except as part of the sale of the assets of Tenant as provided for in Section 10.2 hereof. The City shall have no authority to deny the assignment as defined in Section 10.2 unless: (a) it determines that the prospective assignee is not creditworthy to fulfill its obligations hereunder as determined by a third party quaffed! credit analyst, such as a financial Institution, selected by Tenant and the City; and/or (b) it If rids that the prospective assignee or its controlling principals have felony convictions or have controlling interests in businesses which engage in pornography or related enterprises. In the event that the City denies the assignment for the reasons set forth in this Article %I, Tenant shall continue to perform its obligations hereunder until a suitable assignee is selected by Tenant and approved by City. Section 11.2. Subase Tenant shall obtain the approval of the City, not to be unreasonably delayed or withheld, of the sub -sublease of any areas of the Stadium, by way of example and not limitation, restaurants and related retail facilities. swum Lisse mr. ton-rr ARTICLE XII RIGHT TO NAME STADIUM AND MMERTISINO RI HTS 5ecton 121 Naming Rights The Parties agree that Tenant shall have the right to name the Stadium and that such name shall be submitted to City for its review and recommendation. ARTICLE XIII CITY RIGHTS Section 13.1 CiN Season Tickets and SkyboX. City will have the rent-free use of a twelve -seat skybox. Tenant shall provide the City with twelve season tickets for use with the skybox for Grizzlies regular season home games. City may use the skybox for other events, but City must purchase the tickets for those events. If the City elects not to purchase the skybox fickets for any event, Tenant may use the skybox for that event. ARTICLE= COVENANTS OF TENW AND CITY Section 141 Tenant Covenants Tenant makes the following additional covenants for the entire tens of this Agreement: (a) Tenant shall assure the Griulies shall maintain their good standing with the Parc Coast League or as successor(s); (b) Tenant shall assure the Grizzlies shall conduct its play as a AAA baseball team; (c) Tenant agrees that pricing of baseball tickets and concessions shall be in amounts so as to encourage and to facilRate attendance by families to all baseball games in the Stadium; (d) Tenant agrees to make reasonable efforts to initiate a system that will result in a wider disidbufion of tickets within California; (e) Tenant shall preserve its corporate or other separate legal existence and all its rights and licenses to the extent necessary or desirable in the operation of its business and affairs and to be qualified to do business in the County of Fresno, State of California; and (f) During the term of this Agreement, Tenant covenants to use all reasonable and financially feasible means to comply with the above covenants enumerated within this Adicle. Sm ium ume arc. is-zros 26 In the event of the dissolution of the Pacific Coast League, or in the event of the Tenant's or Grizzlies loss of membership therein through no fault of its own, Tenant agrees to assure the Grizzlies use all reasonable and financially feasible means to obtain membership in another such organization and maintain the status of, or equivalent to, a Gass AAA ball club. If Tenant and the Grizzlies fail to use all such reasonable and financially feasible means to maintain eitirer its membership in the Pacific Coast League or its status as a class AAA ball club, or if Tenant or the Grizzlies fall to use all reasonable and financially feasible means to obtain a membership in another such association and a status therein equivalent to a class AAA ball club, Tenant shall M deemed to be in default of this Agreement. (g) Tenant covenants for Tenant, Tenant's heirs, executors, administrators, successors and assigns, and all persons claiming through this Agreement, that: (a) there shall be no discrimination against or segregation of, any person or group of persons because of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin or ancestry in the leasing, subleasing, Vansfening, use, occupancy, tenure or enjoyment of the land herein subleased, and (b) neither the Tenant nor any person claiming under or through the Tenant, will establish or permit any such practice of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the Stadium. Section 142 CM Covenants The City, and its successors or assigns, covenants that for the Term of this Agreement and any extension thereof, it shall not offer any financial incentives, or assist in establishing or locating, any other professional baseball franchise within Fresno County. Financial incentives shall include, but not be limited to, cash payments, tax abatements, transferring interests in real estate or Personal property, loans, guarantees, or any other form of financial accommodations, Provided, however, that this covenant shall not apply in the event that Tenant receives an award pursuant to Section 10.3 (1). ARTICLE XV QUIET ENJOYMENT Section 15A The City covenants that, subject to the terms and conditions of this Agreement, Tenant shall peaceably and quietly have, hold and enjoy the Stadium for the Term and any extension of the Term. City represents that there are currently no liens, judgments or claims to the Stadium that will affect Tenant's right to occupy and enjoy me Stadium. Simfi m was e«, W -ria ARTICLE XVI NOTICES Section 161 All notices permitted or required to be made hereunder shall be in writing and delivered by hand, overnight courier or certified mail. Notices shall be deemed given (a) when actually received t delivered by hand; (b) one business day after delivery to an overnight courier N delivered by an overnight courier; or (c) three business days after deposit with Me United States; Postal Service if delivered by certified mail. All such notices shall be addressed to the appropriate Parry as follows: If to City: City Manager City of Fresno 2600 Fresno Street Fresno, CA 9372W602 If to Tenant: Fresno Diamond Group 700 Van Ness Fresno, CA 93721 Either Party may from time to time designate a different address for notices by giving notice to that effect to the other Party in accordance with Me terms and conditions of this Article XVI. ARTICLE XVII MISCELLANEOUS Section 17.1 Force Me sure Wherever there is provided in this Agreement a time for Me performance of any obligation other than the payment of a sum certain, Me time provided therefor shall be e#ended for as long as and to Me Mmint that delay in compliance with such time limitation is due to an event of Force Majeure. Section 17.2. Partial lnvaldity If any Section of this Agreement or its application to any Party or circumstance shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any indent, the remainder of this Agreement or Me application of such Seclon to persons or circumstances, other than those as to which it is so determined invalid or enforceable to any extent, shall not be ShCiwi Losse &c.10.2]-00 28 affected thereby, and each Section hereof shall be valid and enforceable to the fullest extent permitted by law. Section 17.3. Obl' tif the City and Tenant The obligations and undertakings of the City and Tenant under or in accordance with this Agreement are and shall be the obligations solefy of the City and Tenant No recourse shall be had, whether in contract, in tort or otherwise against any officer, director, employee, agent, member, volunteer or representative of the City or Tenant In his or her individual capacity on account of any obligation or undertaking of or any act or omission by the City or Tenant under or pursuant to this Agreement Section 174 T'me of the Essence. Time is of the essence with respect to all Sections of this Agreement. Accordingly, subject to applicable grace and cure periods provided for herein and the terms and condttions of Article VIII above and any other Section of this Agreement to the contrary, Me failure of either Party to perform any act strictly within the applicable period specified herein shall entitle the other Party to exercise all rights and remedies contemplated hereby. Section 175 Successors and Assigns This Agreement and all terms and conditions contained herein shall inure to the benefit of and be binding upon the successors and assigns of each of the Parties hereto. Section 176 Entire Agreement This Agreement, together with all exhibits attached hereto, constitutes Me entire and exclusive agreement between the City and Tenant relating to the Tenant's use of the Stadium. Each exhibit and attachment referenced in this Agreement is by reference, incorporated and made a part of this Agreement. This Agreement may not be modified or terminated, nor any of its Sections waived, except by an agreement in writing signed by the Party against whom the enforcement of any such modification. termination or waiver is sought. All prior agreements and understandings relative to the development, use, possession or occupancy of the Sladium by Tenant are deemed merged herein or hereby revoked. The Sections of this Agreement shall prevail and supersede any inconsistencies between Me Sections of this Agreement and any exhibits attached hereto and incorporated by reference. Section 177 Representations Each Party hereby represents and warrants to the other that it has all necessary right, power and authority to enter into this Agreement. Additionally, each Party represents and warrants that the execution and delivery of this Agreement and the performance and observance of all obligations and conditions to be performed or observed by each Party hereunder have been duly authorized by all necessary action of Tenant and Me City, Sudiumlvsxda. 10-27M Section 17 .8 Govemino L This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of any proceedings regarding this Agreement, the parties agree that the venue shell be the state courts of California located in Fresno County or the U.S. District Court for the Easters District of California, Fresno Division. All Parties expressly consent to personal jurisdiction and venue in such Court for the limited and sole purpose of proceedings relating to this Agreement or any rights or obligations arising thereunder. Service of process may be accomplished by following the procedure prescribed by law. Section 179 Maintenance fit b and Audit Records of Tenant pertaining to any obligations of Tenant hereunder shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years thereafter. In addition, all books, documents, papers, and records of Tenant pertaining to any obligation of Tenant pursuant to this Agreement shall be available for the purpose of making sucks, examinations, excerpts, and transcriptions for the same period of time. If an audit by the City discloses underpayment in excess of one percent of any monies due the City hereunder, reasonable audit costs shall be reimbursable by Tenant to the City. This Section shall survive expiration or termination of this Agreement. Section 17 10 Joint and h9everal L' billy Grizzlies and FDG shall be joint and severally liable under all terms and conditions of this Agreement. Section 17 11 Atiornev's Fees If either Party files any action or brings any proceeding against any other Pant arising out of this Agreement, or is made a parry to any action or proceeding relating to this Agreement brought by any person or entity, then as between the Parties hereto, the prevailing Party shall be entitled to recover as an element of Rs costs of suit and not as damages, reasonable aftorneys' fees to be fixed by the court. The 'prevailing parry- shall be a parry who is entitled to recover its costs of suit, whether or not suit proceeds to final judgment. A Party not entitled to recover its costs shall not recover attomeys' fees. No sum for aftomeys' fees shall be counted when calculating the amount of a judgment for purposes of determining whether a party is entitled to its costs or attorneys' teas. Section 17.12.Subordination of Tenant's Interest (a) It is understood by the Parties that the City is entering into this Agreement in anticipation of financing the Construction Costs and other related City expenses through a Bond Transaction. The City and the Fresno Joint Powers Financing Authority intend to enter into numerous financing documents for Me purpose of issuing lease revenue bonds to fund the Construction Coats. Tenant agrees that any interest created in this Agreement of any kind shall StruumL em. lo-zl-oo 30 be subordinated and junior to any interest in bondholders, underwriters or other third parties commercially necessary for City to issue municipal bonds. Tenant further agrees to execute and sign any agreement necessary to subordinate any interest Tenant may have under this Agreement for purposes of the Bond Transaction. (b) City agrees that Tenant's possession of the Stadium shall not be disturbed by bondholders, untlerwriters, trustees or other third parties ("Bond Parties") related to the Bond Transaction during the Term of this Agreement, and City shall not join Tenant in any action or proceeding for the purpose of terminating this Lease, except upon the occurrence of a default by Tenant under this Lease and the continuance of such default beyond any cure period given to Tenant under this Lease. (c) If Bond Parties obtain possession of the Stadium, Tenant shall attom to any rights of the Bond Parties acquired in accordance with the Bond Transaction, be bound to the Bond Parties in accordance with all of the provisions of this Lease and related documents and agreements for the balance of the Term of this Agreement, and recognize Bond Parties as the City under this Lease for the unexpired Term. Such adornment shall be effective without Bond Parties being: (i) subject to any offsets or defenses, or otherwise liable, for any prior act or omission of City, (it) bound by any amendment, modification, or waiver of any of the provisions of this Agreement, or by any separate agreement between City and Tenant relating to the Stadium or Property, unless any such action was taken With the prior written consent of Me Bond Parties; (iii) liable for the return of any security or other deposit unless the deposit has been paid to the Bond Parties; (iv) bound by any payment of rent or other monthly payment under this Agreement made by Tenant mare than one (1) month in advance of the due date; or (v) bound by any option, right of first refusal, or similar right of Tenant to lease any other property (other than the Stadium) or to purchase all or any portion of the Property. Section 17.13. Counterparts This Agreement may be executed in counterparts, each of which when executed and delivered will be deemed an original, and all of which together will constitute one instrument. Sudim Leue dm, 10-27-00 IN WITNESS WHEREOF, the Panics have executed this Sublease Agreement as of the date first written. CITY TENANT CIN of Fresno Fresno Diamond Group, LLC a California limited liability company BY Y 15 n L Carbray esident A06MN T. 4a a Jn e'}y Manager (Printed Name &Title) By Diana M. Fsgelke Secretary FRESNO GRIZZLIES. INC aCalifornia corporation By _ ✓ /�hn L Car/bra sident BYW¢ M E-ng/ng'll/� Diane M Engel{ in, Secretary Aatliam lease dw 0c7 00 32 EXHIBITS FxhibitA Program of Facility Requirements for a New AAA Minor League Baseball Stadium for Fresno, California Exhibit B Development Schedule Exhibit C Fresno Diamond Group Stadium Rental Agreement Exhibit Pledge Agreement SWium Leee .10.27-0 I f• EXHIBIT A TO SUBLEASE AGREEMENT Program of Facility Requirements for a New AAA Minor League Baseball Stadium for Fresno, California Based on the requirements by Major I.rague Bambail for minor league teams and ADA requiremone. HOK with the City of Fresno has prepared a program statement for the proposed stadium. This facility program is an outline of the actual physical requirements related in umin& stadium configuration, parking and other support amenities. The actual physical layout of the facility may very from this program due to constraints encountered during the design process. A. SPELTATORFACILITIM AA Seating A minimum of approximately 12,500 seats will he provided for viewing minor league baseball as well as other events, which may include football, sofiba0, soccer, and concerts. Approximately two thirds of these seats will be located in the lower seating bawl with the balance in the upper bowl, suites, and club. In the seating bowl seats shall be self rising sodium nmchairs and "equal access" foldaway chairs for ted physically disadvantaged. Seating wig be divided into sats in the lower bowl, the upper bowl, club seats, and suite seam Sending areas for physically disadvantaged wheacoar patrons plus an equal number of companion seats as well as an equal number of ambulmory disabled aisle sats shall be provided and evenly dispersed throughout are sunburn. Spaces shall he provided with choice of admissions and sightlines shall be comparable to general public seating All seating sections except skewed or radial bay sections shall include, whenever poasibla an even number of seats between rows. Aisles with seam on both sides shall be"inch minimum width and aisles serving seats only on rose side shill be 36" minimum width, except when serving less than 5 rows in which case single loaded aisles may be 23" minimum width. Minimum seat width shall be 20 inches for armchair sating except aisle seam may be 19 inches for coursing. Club level shall be 22" wide. Suite level sum shall be 23 inches wide. Minimum toad width shall be 34 inches in the upper and lower bowl muting meas. Tread width in suite mating areas shall have 36 unless minimum tread width. The club level sots shell have a minimum esu d width of 45 inches and a rnuimum of 48 icelru. Water 12.2000 The first row of seats shall be approximately b" above the field. The maximum number of seats per mw shall be 24 except that "box Santa" behind home plate in the lower bowl shall be a maximum of 18 seats between aisles. Handrails and guardrails shall be provided as required at all vertical aisles, panels, in front of raised wheelchair seating sections, and behind the back row of seats adjacent to commuses and cross aisles. Front guardrails shall be approximately ID" high except at thefront of aisles where they shall he 42"high. MUngs in the seating bowl shall be hat dipped galvanized steel. A.2 Stadium Suites Thirty luxury suites will be provided with enclosed lounge spaces and outdoor fixed Samoa& In addition to the thirty luxury suites there will be one suite for the City of Fresno. All outdoor seats shall be self -rising stadium arm chairs with a minimum width (Sec section AA). The suites shall be composed of a mixture of sizes. Each suite shell include two rows of outdoor seating with seating treads a minimum of (See section A.1). A deeper treed will be provided for wheelchair access. One large suite shall be designated as the Team Owner's suite. Suites shall be provided with electrical power including 110 volt duplex outlets appropriately distributed plus G.F.I. coders located on the rear wall to pmvide power for an under coumm refrigemtonice maker and located above the countertop frr general power. A phone jack for mounting a wall phone shall also he provided. Lighting in the suites shall be recessed fluorescent fixtures or incandescent can light fixtures or a combination of both. The toil minimum light level shall be SO footcandles. General air conditioning and hearing will be provided with a separate thennosmt control in each suite. Suites also shall include cold water service. W jacks with wall blocking to support W mounting brackets and N and recessed ceiling speaker with volume control also shall he provided (TV and bracket not included). Suite furnishings to include built-in back cabinet with (cold water only) wet bar and cut out for under counter combination refrigermr / ice maktt (refrigerator I ice makers not included) and matching overhead wail cabinets. Along the front glazed suite wall a fixed S" to 12" wide plastic laminate drink shelf shall he installed at a height designed to allow wheelchair access. A3 Club Lounge (approximately 2,000 s4tw re feel) October 12,2000 A Club Lounge shall be provided m a level below the Suite level for use by the Club seating fain. The club lounge shall include a bar and be adjacent to a minimurn 1000 all. fl. pantry. The pantry shall be a singing area for food prepared by the commissary. Light utensil storage and cleaning as well as ice storage may be provided in the pantry. Club lounge finishes shall include capated floor, 4- straight vinyl base, vinyl wallcovering on walls, aluminum contain wall with tinted glass and 2X4' suspended acoustical We ceilings at 9'-0" or exposed ceiling. Interior doors if =tied shall be TONT0° solid core wood doom in pained hollow metal frames. Exterior doors shell be hollow meal or aluminum mer ihan stile glazed storefront. Doom shall include all necessary hardware such as Iocksets, closers, pushplates, kickplates, door stops and vision lites. Club lounge shall be provided with electrical power including 110 volt duplex outlets appropriately distributed. Lighting in the club lounge shall be recessed fluorescent futures, incandescent an light fixtures or a combination of both. The loud minimum light level shall be 30 font candles. General air conditioning and heating will be provided with a separate thetmoeat control TVjacks) with wall blocking to support TV mounting brackets and TV and recessed ceiling speakerfs) with volume control Aso shall be provided (TVs and brackets not included). AA Club Seating Club sealing shall consist of a minimum of 500 (See smfion A.1) wide armchair seats with flip - up seals. Seat treads shall be a minimum of (See section A.1). Access to the club scats shall be through the club lounge- The Club Seating will have either a drink rail or a cup holder and that decision will he made in consultation with the Taunt. A.5 Swimming Pool and Jacuzzi Area A location on the site plan for a swimming pool shall he IocotN between the outfield and the alley adjacent to the Kern MAI entrance. Space shall he allocated for the swimming pool and whirlpool on the Site plan, bin design arM cmmruction of the swimming and whirlpool am, including AI equipment, shall be by the tenant Water, power and sewer will be provided to the pool location. City of Frerto will work with Temno an the location of rostrum facility if required B. PUBLIC FACILITIES B.1 Public Toileh Ocrobcr 12,2000 Toilet moms shall be provided and appropriately distributed for men and women at the croswu se. The ratio of spectators to fixtures shall be based on 50% male and 50% female aferdatme. Fixtures shall be provided based on the following recommendatians: Recommended Recommended Lower level Suite Level Lavatories Men(1200) 30 2 Women (1/200) 30 2 Water Closets Men (11400) IS I Woraw(VIW) 59 4 Urinals Men (1/135) 44 3 At each pair of public toilets On the concourse a custodial closer of approximately 50 sq, fl. will be provided with ajanitors four sink with vacuum break, louse bib, map mck arW two 48" long x 12" deep shelves. Individual wheals shall be provided in men's toilets while women's toilets shall include stainless steel prose shelves above lavatories and a coin Operated sanitary napkin dispenser. All water closets will include pre -finished floor mounted baked enamel metal toilet partitions with bulk roll toilet paper dispensers and in the omen's water closets a sanitary napkin disposal bin will be provided. Polished stainless steel amours will be provided above individual and gang lavatories with a liquid soap dispenar next to each. Paper mwel dispensers, wash receptacles will be included in each toilet as well At least one fully accessible water closet stall with grab bars, accessible uhml (men's toilets), and amessible lavatory with Miran shall be provided at each public toilet room- At public toilet rooms with 6 o more fixtures an alternate 36" wide accessible water closer for the physically disadvantaged shall he provided including grab bars. Men's public remm mns with g or more urinals shall include two accessible urinals for the physically disadvantaged and/or children. MiMmot accessible lavatories shall else Meer ADA requirements for the physically disadvantaged. Gang lavatories may be used in public reswooms with four or more fixtures. Public miler room finishes shall include sealed concrete forms, epoxy painted walls and painted exposed same= above. 4 October 12, 2000 Large public corwourse toilets shall have painted hollow metal TO"xT0" entry and exit doors with all necessary hardware such as keyed cylinder lacks, closers, Push plates, kickplates and door stops. Smaller toilets shall have a single 3'-0" x T-0" painted hollow metal door with keyed cylinder locks, closer and push/pull hardware. Single fixture toile[ doors shall have keyed thumb tum latches. Public toilet moms shall be equipped with vandal resistant wet location 30 foot candle general industrial fluorescent lighting with sha0erproof lenses or sleeves, G.F.1. receptacle, overhead speakers, I" key operated wash down hose bib, Boor drains, cold water service and general exhaust ventilation. Toilets shall be equipped with a diaper changing station. 8.2 Family Toilets Two separate family toilet rooms of approx. 50 sq. ft. each will be provided for assistance of the physically disadvantaged and ether special needs such as parents with small children. Fandly toilets shall be equipped with a diaper changing station, an accessible water closet with grab bars and an accessible lavatory with a polished staindess steel minor. A bulk roll toilet paper dispenser. recessd paper towel dispenser, liquid soap disperser and coin operated sanitary napkin dispenser stall also be included. Family toilet mom finishes shall include sealed concrete Boors, 4" vinyl cove base, epoxy painted masonry block wells, or 4'X4" wall tile on sheathed metal stud walls, anat painted exposed structure above. Family toilets shall have painted hollow metal 3'0"x7'0" doors including all necessary, hardware such as keyed thumb tum latch, 1«kset closers, push/pulK kickplaus and door stops. Family toilet moms shall be equipped with vandal resistant wet location 30 faot- andle general industrial Buorescmt lighting with shaneTmof sleeves. Bata drain, cold water service and general exhaust ventilation. B3 Suite Leval Toilets One central public toilet for men and women suite patrons accessible to the physicslly disadvantaged and located off Ne suite corridor near the Press Box. At each suite toilet a custodial closet of approximately 50 square fat will be provided with a janitors Boor sink with vacuum break, hose bib, mop rack sed two 4g" long x 12" deep shelves. October 12,2000 women's suite told shall include a minimum of five water closers and three lavatories and each men's suite Wild shall include two water closer, three urinals and three lavatories. Individual unruls shall be provided in men's suite toilets while women's suite toilets shall include stainless steel purse shelves above lavatories and a min operated sanitary napkin dispenser. All water closets will include baked enamel flour mounted metal toilet partition with bulk roll toilet paper dispensers and in the women's water closed a sunitasy, napkin disposal bin will be provided, large vrms will be provided above lavatories with a liquid soap dispenser next to each lavatory. Paper towel dispensers, mused nosh receptacles and fixed or fold down diaper changing stations will be included in each suite toilet as well. At least one accessible water closet stall including grab bass and one accessible lavatory shall be provided at each suite toilet mom. Mirma at accessible lavatories shall also meet ADA requirements for the physically disadvantaged. Suite mild finishes shall include ceramic file Floors and base, vinyl well covering. plastic laminate lavatory counter and Tail' suspended acoustical tile. Doors to the suite milds shall be 3V-xT0" solid core wood doors in painted hollow metal fomes and shall have privacy wall to prevent direct views into the toilets. Doors shall include all necessary hardware such as Imksds, closers, pushplates, kickplates and door stops. Each suite toilet shall be provided with a 110 volt G.F.I. duplex outlet located above the lavatory countertop for general power ab a mressed ceiling mounted speaker. Lighting in the suite toilets shall be vandal resistant wet location recessed fluoresmnl fixtures and fluorescent light coves. The total minimum light level shall he 30 foot candles. General air conditioning, heafing and exhaust will be provided along with cold and hot water service in mixing fauces in the lavatories and drain(s) in the Floors. B.0 Drinking Fouaains Nan-refrigeomd drinking fowuins shall be included along the concourse and suite level dispersed in groups at each pair of public toilets. At each location one drinking fountain shall race all ADA requfremenu for the physically disadvantaged. On the suitelpress level one stainless sand non -refrigerated drinking Immudo will be located in the corridor at each pair of suite toilets. These drinking fountains shall med all ADA requirements for the physically disadvantaged. October 12,20W One stainless steel refrigerated drinking fountain shall be located in the administration area preferably close to the administration toilets and this drinking fountain shall meet all the requirements of the ADA for the physically disadvantaged. A G.F.I. 110 volt wall outlet will also be provided at this founwm. - One stainless steel refnge aced drinking fountain shall be located in the maintenance area and the corridor outside the concession and a"= personal locker moms and this drinking fountain shall meet all the requirements of the ADA for the physically disadvantaged. B.5 Public Telephones Locations and conduit with pullstrings for 8 public telephones shah be provided on the concourse plus one in such of the clubhouses and one at exterior lick& office. Phones to be provided and installed by local phone company with at least am: phone at each location accessible to the physically disadvantaged. C. CONCESSIONAIRE FACILITIES Items included in Base Bid: Concrete Boor, mewl sad walls with out gypsum beard, painted hollow mewl door, a crank operated steel overhead coiling shutter door, By farlah curtains at openings if required, an electrical sub -panel, a phone jack with conduit and pullstring, I I2 inch cold water wps, 4 inch sanitary dein, and I inch gas service. Item included in Concessionaire's Interior Finishes and Food Service Equipment Bid: Kitchen and food handling equipment for concession, vending and catering operation including menu boards, exhaust hoods, fans and ductwork, grease intenerpmm, cookers, warners, beverage storage, beverage pumping systems, freezers, walk-in coolers, water heaters (supplying concession areas), hand sinks (in concession areas), Boor sinks ad drains and the book up of all equipment, sanitary ceiling and lighting. All other equipment as may be required to provide a workable concession, catering and vending operation C.l Contusion Stands It is intended that the concession stands will provide suit drinks, beer and a specialty menu of easily prepared or precooked food items such as hot dogs, nacho chips and polish sausages. Space in each stand will been ailowted to allow a storage and food warming mea which is intended to be separated firm the saving area Menus will be developed by the two service company. The following shall reaswwbly describe the suggested concession requirements Concession stands shall be located and appropriately distributed on the concourse level. Space for one serving station of approximately five liaar feet shall be provided for each 250 spectators. October 12,2000 Wall construction on the concourse side of the concession stands above 7 feet will accommodate concession signage and shall include openings with overhead pointed steel coiling shatter doors and a full width stainless steel serving counter located at an accessible height for the physical disadvantaged. Some concession stands will accommodate a limited amount off d prepmrmion; however, much of the food preparation will be accomplished in a central kitchen. • Space for a stainless steel condiment counter shill be provided adjacent to each concession stand to hold relish, mustard, catsup, napkins, etc • Concessions shall include scaled concrete Floors, rs, cu metal shall/gypsum bond walls and exposed structure above. Concessionaire shall provide all portable equipment. Each stand will include one J'41" minimum width x T41" painted hollow metal door wallow necessary access and deliveries. At each carving opeving a painted steel overhead coiling shutter door will be provided that is crack operated. Doors shell include all necessary hardware such as locksem, closers, push/pndls, kickplates, door stops, weather shipping and thresholds. Each concession stand shall be provided with appropriate electrical power distribution panels. Each concession sound includes a phone jack with conduit and pullstring, I M" cold water runs and 4" sanitary dein. In addition fly faNair tonins will he installed the full width of (rant openings to meet local health codes. A I"gas service will be available in all cooking areas as needed. • Electric outlets for portable on the concourse shall be provided and wall mounted at the field wall as required. C.2 Central Kitcheo and Storage The main central kitchen will prepare most fried and long order fined items. This kitchen will be designed to meet local heehlr department requirements. A general commissary storage area for dry and cold storage will be on the service level. • Space shall include sealed concrete floor, cmu and metal stud/gypsum brad walls, and exposed structure above. Concessionaire shall provide all portable equipment. • Doors shall include P-0" x T-0" pointed hollow metal single doors; pairs of doors and a minimum S foot by g foot painted steel power operated overhead coiling dock door. Doors shall include all necessary hardware such as locksets, closet, amber 12,2000 push/pulls, kickplates, door stop; vision lite where appropriate and weather stopping and thresholds on exterior doors. The commissary kitchen and storage shall be provided with electrical power distribution panels as required for an estimated electrical load of the kitchen. The kitchen includes a phone jack with conduit and pullslring, 1 1/2" cold water taps, 4" sanitary drain and 1" gas service. At overhand wiling door openings Dy farrmir curtains will he installed the full width of openings as required to meet local health codes. CJ Commissary Loading Area A truck loading area shall be provided with access to the Commissary and promotional storage facilities This loading area shall be equipped with a minimum 8' x 8' power operated overhead coiling door as well as a T-0" x T-0" painted hollow metal man door with a vision lite and appropriate hardware. CA Concessionaire's OlTces (approximately 400 square feet) A shell space for concessionaire's once mea providing space for concessions manager, an assistant, a secretary, general storage and a money room provided near the commissary and the concession personnel locker moms. Room fudshes shell include concrete floors, concrete, meoruy block, or metal stud walls and exposed structure above. Doors shall include T-0" x T-0" painted hallow metal doors. Doors shall include all necessary hardware such as locksets, closers, push/pulls, kickpletes and door stops. A money roam shall be lowed adjacent to the service level corridor C.5 Concession personnel Lockers and Toilets Locker room space shall be provided for concession personnel. Allowance for separate locker rooms of approximately 200 squam fat each for 6o men and 60 men shall he provided with each having an adjoining dedicated accessible toilet. Concession personnel to icts shell be equipped with an accessible water close with Grab bars and an accessible lavatory with a polished staudew steel mirror with pax shelf. A bulk roll mild paper dispenser, recessed paper towel October 12, 2000 dispenser, liquid soap dispenser and clothes books. A coin operated sanitary napkin dispenser also will be provided in the women's toilets. Locker moms shall include sealed concrete from, masonry, block and/or metal stud and gypsum hoard walls and exposed structure, above. • Toilet room finishes shall include sealed concrete floors, 4" vinyl cove bare, epoxy painted walls and pointed exposed structure above. • Doors shall he painted hallow metal TONTO" doors including all necessary hardware such as keyd thumb tum latch, lockxk closers, pusblpulls, kickplates and door stops. • Toilet rooms shall he equipped with vandal resistant 30 foot-candle wet-Imafion general industrial fluorescent lighting with shatterproof sleeves. General power 110 volt duplex wall owlets shall be provided as appropriate in the locker moms and alta 110 volt G.F.I. duplex outlet shell be provided in each toile. A Door thin and cold water service shall he provided in the toilets. Exhaust shall be provided in toilets. C.6 Vendors' Commissary One vendor facility for food distribution and storage shall be located on the main contracts. It shall be designed to provide service space for approximately one vender per 350 seats Finishes shall include scaled concrete floor, mercury block or medal send walls. Concessionaire shall provide portable equipment. Doors shall he bypass minimum T4" x 7'0" or a pair of 3'0"xT0" poinded hollow metal doors with all necessary hardware such as locksism. closets, push/pulls, kickplates, door stops, small vision lilac and weatherstripping sued tluesholds. • The vending commissary shall be provided with general electrical power distribution panel as required for the electrical land. • The vending commissary will include a phone jack, 1112" cold water taps and 4" amna y drain hookup • Fly faNair curtains may be required at door openings to meet local health miles. Power for turnable vending kiosks shall be located at columns on the main concourse at designated columns. C.7 Suite Pantry 10 October 1213000 One pantry will be provided on the suite level for food service to the suites. Pantry will be approximately 600 sq. ft. and will accommodate Said serving and booing firnaions only. All food preparation will occur in Me Central Kitchen. Space shall include sealed concrete Door, metal start and gypsum board walls and exposed structure above. Concessionaire shall provide portable equipmem Doors shall be bypass ➢4" minimum xT0" painted hollow metal doors. Doors set in jambs with offset door stops shall include all necessary haWware such as Imleet, closer, pushplate, small vision liter, mid -height stainless steel kickplates and door stop. The pantries shall be provided with general electrical power distribution panels as required for the elec0ical load • The pantry includes a wall mourned phone jack with combat and pullstring.I W" cold water tap, 4" serimay drain and 1"gas service. CA Picnic Area A paved picnic area shall be located on the concourse level. A shading canopy of cloth or plant matmial on trelliswork shall be pmvided. A shaded arca for a buffet line shall be located adjacent to the picnic arca. A space for a concession area or potable trailer shall be located adjacent to the buffet line. Space for a small stagWandsmnd shall be provided adjacent to the picnic mea Bandstand shell be provided by tenant. D. STADIUM AMENITIES D.1 Novelty Store The main novelty store facility of approximately 1,200 sq. ft with an additional 300 sq. & for storage and 150 sq. ft. office, will have direct access to both Ne concourse am parking so as m be open for business even during non-event times and shall be operational year round. Facility shall merchandise local and national spans souvenirs. • Room finishes in novelty store sball include carpeted Boors, 4" straight vinyl base, pointed walls with solid insert slatwall for display, aluminum and insulated glass storefront and 2'x V suspended scou shad We ceiling at 10'0" A.F.F. • Interior doors shall be Y(Y'xT0" solid core wood doors in painted hollow metal frames and exredordoora shall probably be set in pairs with such door a mirtimum TONTO" "medium stile" aluminum am glass door is aluminum storefront system. Ocmbar 12, 20M Doors shall include all necessary hardware such as locksels, clown, pushipols, kickplates, door stops, vision liter where appropriate, panic hardware and weather stopping and thresholds on exteriordoors. The novelty store shall be provided with electrical power including 110 volt duplex outlets and phone jacks appropriately distributed throughout the space including the floor at the check out area. Lighting for the gore display arae shall consist of recessed minimum 50 firm candle general fluorescent fixtures with additional track lighting to accent each display wall. Generd an conditioning and homing will be provided on a year round hash; with a separate thermostat control. TV jacks with wall blacking to support TV mounting brackets and recessed ceiling speakers) also shall be provided. D2 Novelty Can Locations Space and G.F.I. power will be provided for portable novelty cans. Cans shall be provided by the tenant. D3 Ticket Windows?icket Office At the Main Entry, eight exterior ticket windows will be provided. One window shall be located on the conwmsc, accessible from within the stadium. Two window shall be located outside of left field at the Kern Mall entrance A lobby with an exterior connote and an interior warned door to the ticketing once shall be pmA&d. A counter will be located in the lobby. One private once shall be provided for the manager. An approximately 8'xVi ecure ticket storage mom/vad[ shall also be located in the Ticket Once. It shall he concocted of concrete mammy wells with a secure roof/ceiling. Room finishes in the main ticket windows adjacent to the offices shall include carpeted Floors, 4" straight vinyl base, painted metal stud and gypsum brawl walls, aluminum said security glass ticket windows with counter pass through and Tail' suspended acoustical the wiling at 8'6" A.F.F. Room finishes in the secondary center field ticket window room shall include sealed concrete Floors, 4" vinyl cove base, painted memruy black or metal and and gypsum board wells, aluminum and security glass ticket windows with punter pass through and 2'x4'vinyl faced suspended acoustical ule ceilings A 8'6" A.F.F. Doors shall include a 3'0"xT0" solid core wood door in a painted hollow metal freme between the main ticket windows room and the ticket offices. All other doors shall be 3'0"xT0" painted hollow metal doors in painted hollow metal fames. Doors shall include all necessary hardware such as locksets. closers, October 12, 2000 push/pulls, kickplates, door stops, vision lites in wood door, peek holes in hollow metal doors and weather gripping and thresholds on exterior doors. The ticket window spaces shall be provided with electrical power including 110 volt duplex wall outlets plus a continuous plug mold along the from wall below the counters. ho addition one dedicated circuit will I eprovided at each fickn window and one telephone jack in each ticket room will be provided. fighting Shall be exerted Fluorescent fixtures with a minimum of 50 f t candles. Each window shall be provided with a dedicated circuit, conduit connecting all windows for a phone line modem and a dedicated phone line for modem hookup with main ticket maser system to allow for future hook up. Genera air conditioning and hearing will be provided in all ticket spaces with the main ticket window space Wdinoned on a year round basis and the ternme windows designed to be shut down in the off season. Fsch ticket window shall be equipped with a battery operated speak hole. Fumishings shall include an "L" shaped built-in woA counter with a cash drawer at each ticket window, changeable Inter panels visible to pavans standing in line to purchase tickets. DA Coureesy/fnformaHan Bomb(approximately 130 square fact) Space shall be provided for lucky number giveaways, customer service and fan comments and complaints. Finishes shall include sealed concrete Boors, 4" vinyl cove base, painted masonry black or metal And walls and painted exposed structure above. • Door shall he a 3'OWO" pointed hollow metal door and fame and shall include all necessary, hardware such m lockset, closer, pushplate, kickplaws, door stop, weather stripping and threshold. In addition an approximately 5'x4' cans operated overhead painted steel shutter door shall be provided at we give away window with all appropriate hardware. Counesy/Irdomation Booth shall be provided with electrical power including 110 volt duplex owlet appropriately distribmed within the space along with one phone jack. Lighting shall he industrial fluorescent fixtures with a minimum of 30 fool - candles. DS Security Ogee (approximately 145 square fen) Provide office facility for the permanent stadium security f . Space can also sae as a command port for the game day security force. Security should be located adjacent to fust -aid in an accessible area nB the cotaourse. (Security may be combined with first-aid). October 12, 2000 Room finishes in once shall include vinyl file Floor, S' vinyl cove base, painted wells and painted exposed structure above. Doors shall include YVxT0" painted hollow metal doors. Doors shall include all necessary hardware such as lockets, closers, pushplates, kickplates, door stops, vision liter and weather stripping and threshold on exterior doors. 5ecmity office shall be provided with electrical power including 110 volt duplex outlets appropriately distributed and a phone jack. Lighting shall be vandal proof Fluorescent fatuous providing a minimum 30 foot candle with shatterproof lens. Seconty office shall be provided win general air conditioning and heating which can be either shut down during the off-season or provided on a year round basis with a sepazate thermostat control and a ceiling speaker with volume immoral in the office area. D.5.1 Security Appropriate security against illegal entry to or improper access within the stadium shall include fencing, walls, gates and doors to completely enclose smdium. Conduit with pull strings to allow for an electronic intrusion alarm. • A fire resistant money room I ticket storage room in the ticket office will he provided as well as security glass at all ticket windows. Doors shall include locksets as required with stair exit dean and all other exit - only doors provided without exterior hardware to allow entry. DA First Aid Approximately 140 square feet for first-aid madatent. First-aid office shall contain space for an EMT, space for a cot, a band sink and an additional 40 W 50 square foot accessible toilet room for the physically disadvantaged with lavatory and weer closet (may use one of the family toilets). First-aid shall be located adjacent to security. (Firs) -aid may be combined with security). Rnom finishes in find -aid office shall include vinyl file Door, 4- vinyl cove base, pointed walls and exposed pointed structure above. • Room Finishes in toilet shall include vinyl file floor, 4" vinyl cove base, epoxy painted walls and painted exposed structure above. 14 October 12,2000 Doors shall include YONT0" painted hollow metal doors. Doors shall include all necessary hardware such as lockwo, clown, pushplates, kickplates, door stops, vision liter where appropriate and weather stripping and threshold on exterior doors. Fimaid office shall be provided with electrical power including 110 volt duplex outlets appropriately distributed and a phone jack plus a I10 volt G.F.I. cutlet in the toilet First-aid lighting shall be a vandal proof fluorescent fixture providing a minimum of 20 foot candles in the toilet fighting for the fent-aid once shall be caressed minimum 50 foot candle general industrial Fluorescent fixtures with shatterproof lenses. First-aid office shall be provided with general air conditioning and having which can he completely shut down during the offseason. Toilet shall be provided with an accessible water closet and an accessible lavatcry with a minor with purse shelf. A bulk mll toilet paper dispenser, recessed paper towel dispenser/trash receptacle, sanitary napkin dispenser, liquid soap dispenser, floor man and clothes hook. Within the fust -aid office a had sink built into a plastic laminate hose cabinet with hot vM cold water service, recessed paper towel dispenser/trash receptacle and liquid map dispenser shall be provided. D.] Walkof Fame Outside of the main envy to the concourse an ver shall be designated for brick pavers to be sold by the team. Space for 20,OO , nominally a- x S", brick pavers. Design and cournecossiction of Walk of Fame shall be by tenant. Space shall be stubbed for water and power. 0.9 "Kids"P12YAre2 On the site outside the concourse entrance, an area of approximately TM N. fl. shall be dedicated to auxiliary enleo mnent. Electrical power will be subbed as required, all play equipment shall be supplied by tenant. E. STADIUM FACILITIES E.1 Turnstiles There shall be space provided for nine portable, reversible, registering tunmtiles and space for ticket takers with hot dipped galvanized railings for crowd conal provided. A minimum 3W wide space shall he provided for curb 15W was. At least one accessible entry shall be provided at all entry locations. Turnstiles shall be supplied by tenant. October 12,20M K2 Sound Systeme A complete distributed sound system, which may include a combination of directional, and distributed speakers shall serve the entire stadium to include distributed speakers for concomses, lockers, offices, suites, toilets, and other spaces. F, Signage and Graphics Provisions shall be included for signage and graphics for the stadium. The signage and graphics shall be coordinated to cream a consistent system throughout the station, The following list identifies these items: Identification of stadium entrances, including ticket booths (with ticket price board) and special enrances. • Signage within the stadium to indicate concourse levels, seating rations, seating aisles, rating rows and sent numbers. • Identification of toilet moms, first aid, security, team adminiscromm, fes accommodations, exits and other public facilities. Identification of concession sed novelty facilities (may he lighted). • Signage for the physically disadvantaged, including Braille signage and wheelchair access signage • Stadium I.D. signage (may be lighted). Warning signage regarding foul balls and thrown bats. Does not include specific advertising signage and scoreboard. EA Stadium Lighting General illumination throughout the stadium (cormoo ars, hallways, stairs and portals) is provided with lighting levels commcnsuate with activity of space. lonetgetmy lighting capable of being shut off during nonevent days will be provided as inched by local and national building safety codes. E.5 Fire protection Fire protection Nuipment such as fire sprinklers, uandpipes, etc., shall be provided as required by applicable building and safety codes. Care shall be taken to allow system to function year round in areas where beating and ventilation either do not exist or are shut down. Security and fire panels shall be located in or near the sdministration area on the ground level with direct exterior access for the fire department. 16 October 12,2000 All enclosed areas shall be sprinkled. Finished ce ings shall receive recessed painted whimheads and =closed areas with exposed someone above shall receive standard sprinkler hcads and exposed piping. E.6 Elevators Two passenger elevators shall save the concourse, administration and press levels ofthe stadium and shell include a finished elevator lobby on each level. Passenger elevators shall be located at the stadium VIP I Suite and press entry. Passenger elevators shall be a hydraulic type with a cab size of(approximately) 5'-0• x g'-5", 3,500 pound capacity and a travel speed of 200 F.P.M. In addition, one hydraulic •hospiuil" type elevator shall serve of levels of the stadium with a 3,500 to 5,000 pound minimum capacity and a travel speed of 200 F.P.M. "Hospiml" type elevator shall serve to move freight, food service, large delivery items, stadium personnel and the Press. Elevator currents shall meet all ADA requirements. Elevator finishes shall include stainless steel doors and standard finish cab interiors with one set of f ighl pads provided for each. Elevators shall all have standard finish illuminated ceilings. Ceiling heights shall be 70" minimum in Passenger elevators and 97 minimum in "hospital" type elevator. All elevators shall be provided wish emergency pawn, emergency phone and a minimum of 20 foot candle lighting. Elevator shafts shall include all necessary structural support including spreader beams. E.6.1 Passenger Elevator Lobbies A minimum of 200 square feet shall be pnvided in fart of the elevators at each level served. • Elevator lobby finishes shall include carpeted Floors, 4" tonight vinyl base, vinyl wallcovering on walls, aluminum curtain wall with insulatd tinted glass at the exterior and 2'x 4' suspended acoustical file ceilings. (Mors shall be 3'0"x70" single and or pairs of solid care wood doors in painted hollow metal fi morn into area interior spaces and medium stile aluminum and glass pairs of mhdmum 310• xT0" eatedin doors. Doors shall include all necessary, hardware such as locksets, closers, pusbplates, kickplates, door hops, panic hardware and vision lites where appropriate. Lobbies shall be provided with electrical power including 110 volt duplex out ats appropriately distributed. October 12, 2000 Lighting in the lobbies shall be recessed fluorescent fixtures or incandescent can light fixtures or a combination of both. The total mirdmum light level shall he 30 footcandles. General air conditioning, heating and ventilation will be provided with the ability to operate on a year round basis (suitelpress level lobby may be shut down during offseason and will need spacial protection of plumbing and finishes). • Recessed ceiling speakers also shall be provided in each elevator lobby E.6.2 Freight ("hospital" type) Elevator Lobby A separate freight elevator lobby shall be provided on the concourse and service level in front of the freight elevator. A minimum of 100 square fat will be provided on each level. Lobby shall be located close to the promotional storage; commissary and the commissary loading dock area. Finishes shall include sealed concrete facts, P' virryl cove base, painted masonry block walls and painted expound structure above. Doors shall include TONTV painted hollow metal pairs of doors. Doors shall include all necessary hardware such as locksets, closers, pushrpulls, kickplates and doorstops. Lighting for the freight lobbies shall he wdusvial fluorescent fixtures with wire shields and a minimum of 20 foot candles Space shall include a 110 volt duplex wall under and general hearing and ventilation shall be provided to all levels with the ability to shut dawn the suite / press level during the offseason. F. PRESS FACILITIES FA Press Box- Approximately 2,600 Net Square Feet Press box facilities accommodating the news media shall be located above the main concourse level and centered on the "home plate" axis. Press box shall be separated from the rest of the stadium by means ofa separate private condor with a controlled door(s) offafwe suite condor. Shall include the following areas and approximate sires: T Broadcast Booth........................................................... ...._.................. 120 sq. B. Redia Broadcast Booth.............................................................2 ® 100 N. ft each Alt. Broadhead Bcoth..................................................................................120 sq. ft Public Address/Scoreboard/Message Boal/Sound...................................250 sq. fl. Press Toilets ......... -.... ....................... - ............. .............. ................... 150 N. A. each Copy Rome Morkroom/Lotugle/Starage.........................150 sq. B. Equipment Room.... .......... ...... ..... ..._..150 so. ft October 12, 2000 Finishes in the broadcast, public address (P.A.) sound room, writing press am press capy/storage room shall include railroad floors, 4" straight vinyl base, painted walls, aluminum and IR" lamituted safety operable single hung glass wall facing the playing field and Tx4'suspeuded acoustical tile ceilings. Finishes in the press cmridor shall include imputed from, 4" straight vinyl base, painted gyp, board walls and 2'x4'suspended acoustical file ceilings. Finishes in equipment room shall include sealed concrete floors, 4" vinyl cove base, painted gyp. hoard walls and 2k4'suspemled acoustical tile ceilings. Interior doors in the press area shall be l'0"x70" solid care wood doors in painted hollow metal frames. Doors shall include all necessary hardware such as locksekv, closers, pushplates, kickplates, door stops, vision panels where appropriate and sound seal stripping at broadcast booths. Press areas shall be provided with electrical power including 110 volt duplex outlets appropriately distributed plus continuous plugmold miter each work counter with I 10 volt duplex outlets and phone jacks at 18" O.C. G.F.I. outlets shall be located on the rear wall of the press workroom / lounge to provide power for a refrigerator along with other G.F.I. outlets located above the lounge seting countertop for general power. In addition to the phone jacks in the plug mold a phone jack for momting a wall phone shall also be provided in the press loungelworkmona and the copy room. Lighting in the press area shall be recessed fluorescent fixtures in incandescent can light fixtures or a combination of both. The tote] minimum light level shall be 30 to 50f (candles. • General air conditioning and heating will be provided throughout the press arta. Press lounge also shall be provided with cold water service and senitury drain line for liar sink and ice machine (ice machine not included). N jacks with wall blocking to support N mounting brackets and N shall be located in the writing press area and/or press lounge / workroom. Recessed ceiling spcaker(s) with volume control also shall be provided ('f V and bracket not included). • Open -may and/or enclosed conduit for N cables shall be provided from all N connote used broadcasting booth locations to the N van parking location. • Coat hooks, televisions, loose chairs, food service equipment, re&Igeramq back lockers for writers and other loose fixtures are stet included. F.l.l Writing PreaslPress Workroom and Lounge Q Approximately W0 sq. O. October 12.2(100 Stations for up to 10 writers and the official scorer shall be provided. The writing press shall be located adjacent to the scoreboard operator and to the copynoungdstarege area. This area shall contain built-in plastic laminate wri0ng counters with cable dmp holes at IS" O.C. At lean one writing press counter shall be provided for a physically disadvantaged writer. • Space will include 24' deep counters and 30" wide writing stations. • Space adjacent to the wining press shall W provided for statisticians, document reproduction and telecopy equipment. In addition within the work room area, space will he provided for a WOet service. F.1.2 CopyMarkroom/I.oungerStorage 150 sq. B. press copy/workroom lounge to include a built-in back cabinet with (cold water only) wet bar and cut out for refiigerator (mGgerator, is maker and other equipment not included) and matching overhead cabinets. This space could W combined with F.1.1. F.13 TVBmadcasting@appmxi atelyl20sq.M"ch One TV broadcasting booty with built-in 24" deep plastic Immune fold -0 wn counter to allow optional camera operation. Cable dmp holes shall be provided at 18" O.C. in the front counter. Conduit for ISDN lines shall W provided. An operable or removable clear Want ball -resistant window will be included to allow obstacle free TV angles (if removable, window shall include a safety line to prevent window from failing) TV networks shall be consulted regarding all aspects includ g bootb, platforms, conduit, telephone and electrical requirements. FAA Radio Broadcasting Booths Ci approximately 120 sq. B. each Two radio broadcasting booths with built-in 24" deep plastic laminate counters with cable coup holes at 18" O.C. will be provided. Conduit for ISDN lines shall W provided. F.13 AllemsteBroadcasting/Camera Borah Q approximately 120 sq.R One alternate broadcast booth will W provided fm W broadcasting when a second TV booth is required. Space shall also double as an extra radio broadcast bomb or promotion booth. Booth shall be famished with built-in 24" dap plastic laminate fold -down counter to allow optional camera operation. Cable drop holes shall be provided at M O.C. in the front counter. 20 October 12, 2000 • An operable or removable clear front ball -resistant window will be included to allow obstacle free TV angles (if removable, window shall include a safety line). F.1.6 Public Address Announcer/Scomboard Opento-M®mge CenterlSound Room Q approximately 250 sq. D. This space for announcer, scoreboard operator, menage board operating center, sound system controls and assistants will be located in the press box adjacent to the writing press and will include an operable window between the writing press space. Space will contain controls required for a public address and sound system serving the stadium as well as the scorehoard and message center operations equipment. Space will contain built-in 33" deep plastic laninate counters containing cable drop holes at Ig" O.C. for the public address system. Space sball be provided for wiring, control panels and other equipment required for operation of the scoreboaN sound and message center equipment. Space will include a 30" deep built-in counter containing cable drops at Ig" ac. at the scoreboard message center and sound operators space. F.I.T Press Toilets Men's and woman's toilet facilities for the press shall be provided which are accessible to the physically disadvantaged and located off the Suint Level corridor near the Press area. These milers will be shared with the Suite patrons. RLS WANK Camera Platforms TV cement and photo cage locations shall be provided at the following loretio= boxes at high third box, high first base and space for centeheld platform camera and TV I still photo cages at low first base and low third base outside each dugout. An elevated TV concern / mal gun platform behind home plate located in the press box or on the roof of the press box shall also be provided. Each camera location shall be provided with conduit or open cable tray to integrate with the press box and the TV track location. Provide space for one or more W carnera at each location. • Each camera location shell be provided with at a minimum one 110 volt G.F.I. duplex outlet with weatherproof cover for general power. G. STADIUM & FRANCHISE MANAGEMENT FACILITIES (minimum 6,500 SquareFeet) Facilities amoramodating the stadium and team administration and sales staff shall be located on and/or above the concourse level. Administration areas shall be separated from the rest of the 21 October 12, 2000 stadium by means of a controlled door off of the elevator lobby and/or concourse. The administrative functions shall be grouped into four area: Executive, Baseball, Support, and Smdions. The total gross square footage for the administrative area shall be a minimum 6,500. The Architect will work with the actual on the Boar plan ofthe administrative area. GS Administration Finishes (Furniture, equipment and cash safe are not included.) Finishes in the reception areas, private offices, choice] and conference mom shall include carpeted Boors, 4" straight vinyl base, and painted walls. Vinyl wallcovering shall be included in the Executive Offices, General Managers Once reception area and conference moms. Fenestration shall he aluminum curtain wall with tinted glass on the exterior and 2'x4'suspended acoustical We. Finishes in the administration conidars and mail mom shall include. 4" straight vinyl base, pointed gypsum board walls and 2'x4' suspended acoustical We ceilings. Interior doors in the administration arras shall be T0"xT0" solid core wood doors in painted hollow metal frames. Doors shall include all necessary hardware such as locksers, closers, pushplmes, kickplates, door stops and vision panels where appropriate. Administration areas shall be provided with elecrical power including 110 volt duplex outlets and phone jacks appropriately distributed. Lighting in the administration area shall be recessed fluorescent fixtures or candescent can light fixtures or a combination of basis. The tocol minimum light levels shall be 50 final candles in offices, conference mom, and clerical and reception areas. General air conditioning and hutting will be provided throughout the administration ares on a year roved basis TV jacks shall be located in the executive offices, general managers office, and the conference moms. Recessed ceiling speaker(s) with volume control also shall he provided as needed. (TVs not included.) Conduits for ISDN lines will be provided as required. GA Administration Toileb Separate single occupant men's and women's toilet fInilities for the administration staff shall be located in the administration area. Club Lounge shell have separate men's and woman's toilet facilities. Each toilet shall include am: water closet with grab bars and one lavatory with each being folly accessible to the physically disadvantaged. October 12, 2000 The women's toilet shall include a sanitary napkin dispenser. A Inc mirror and stainless steel shelf will be provided above lavatories with a liquid soap disperser next to lavatory. Paper towel dispensers, recessed truth receptacles, clothes hooks and bulk roll toilet paper dispensm shall also the provided in each toilet. Toilet finishes shall include ceramic file Boors and bee, painted M. board wells, plastic laminate lavatory counter with base and painted gyp. board ceilings. Doors to the administration toilets shell be 3'0"xT0" solid cart wood doors in painted hollow metal frames, Dears shall include all necessary hardware such as privacy locksets,closers, puhplates, kickplates and door stops. Each toile shall be provided with a 110 volt G.F.L duplex outlet located above the lavatory countertop for general power. Lighting in the toilets shall be wet location mcessed Fluorescent fixtures and/or fluorescein light coves. The total minimum light level shall be 20 foot candles. General air conditioning, beating and exhaust wdl be provided on a year wand buts along with cold and hot water service in mixing faucets in the lavatories and druins in the Floors. H. TEAM FACILITIES Home team facilities shall be located below the main concourse on the smite level and have direct access m dugout and the playing field. Access will be provided to the team facilities to ("mcomodaw the arrival and departure of each team's equipment. At lean one elevator hospial" type freight elevator) shall access this level u well as direct or romped access to exterior grade. HA HOME BASEBALL CLDBHODSE Spa" Approximate Area Shower real toilet mom..........................................................................................en sq. n. Trainingroom........................................................................................................500 W. B. Coaches' locker room.............................................................................................220 W. ft. VideoBoom..........................................................................................................225 sq. R Equipment Ma ager/Stoage......_................................................... ........... 300 sq. fl. Weightumning......................................................................................................500 sq. ft. General nmage (Near Dugout).............................................................................. I W sq. ft. Manageis office and locker room ................................. .............. 175 sq. ft. Manages / coaches, shower and toilet .......... ...... __ ..............................................200 sq. IT. Custodial..................................................................................................................30 sq. ft. Family waiting and toilet .............................. ..............200 sq. ft. October 12, 2000 Team lounge / buQet with kitchenc0e Home team locker facilities accommodating the home teem shall be located on the first base side of the service level. Finishes in the home team locker room, uvning mom, coaches locker room, weight training, managers office, player's lounge and family waiting room shall be: spike pmof canpetd from, 4" straight vinyl base, epoxy pointed mummy block walls and TV' vinyl faced suspcndd acoustical tile. Finish" in the home team shower and toilet, family waiting toilet, hydrotherapy space and coaches and manager's shower and miler shall include: resinous floors with 4" resinous base. Finish" in the home team equipment manager/ storage room, general storage mom and custodial room shall include: sealed concrete from, 4" vinyl cove base, painted masmny black wells and painted exposed structure above Doors in the home two locker room area shall be mummum 3'0"xT0" painted hollow metal doors in painted hollow metal frames. Doors shall include all necessary hardware such " Jackson, closers, pushplat", kickplaray door stops, vision panels where appropriate and on doors leading directly m the exterior weather stripping. Home team locker spaces shall he provided with general electric power including 110 volt duplex outlets appropriately dishibmd plus HO volt duplex G.F.I. ou0em located at each lavatory, the hydrotherapy space and as required at other wet areas. On the rear wall of the kitchenette in the lounge, power for a refrigerator shall be provided along with other G.F.I. outlets located above the kitchenette serving coumcrtop. Phomi.arks in the home team mmager's, coaches locker rooms and trainers office shall be Provided along with a phone jack for mounting a wall phone in thc player's lounge. A pay phonejack shall be provided in Ne f ily waiting room. Lighting is the home alum locker facility shall be recessed wet condition sbieldd fluorescent fixtures. The total miNmum light levels shall be 20 ft candles in the storage moms, 50 fwt candles in the mmmgm, coach" and names offices and lockers and 30 f t candles in all other speccs. Industrial fluorescent light fixtures with wire screens shall be used in spaces with pointed exposed structure above. General airconditioning beating and exhaust will be provided as required throughout the home team locker facility. Player lounge kitchenette, toilet / shower are" and hydrotherapy area shall all be provided with hot and cold water service and sanitary drains as required. 24 tktober 12, 2000 TV jacks and recessed ceiling speakers also shall be provided in the coaches' and players locker room, manager's office and the players' lounge with volume controls. (TVs not included). H.1.1 Locker Room Locker room shall include up w33 wood lockers 30" x 30" each plus two "catchers" lockers30" dap x 3F to 42" wide. H.1.2 Team Shower sod Toilet Room Toilets shall include two water clnaa, few orients and eight to Im lavatories with a continuous minor above. One wmer closet, one urinal, and one lavatory shall be accessiblem the physically disadvantaged including grabbers. In the shower room eight to ten showerheads will be provided with a soap dish at each location. Shower mom will contain a continuous trench drain along the walls and a drying bench and towel has shall to provided just outside the shower entry. One shower shall be accessible to the physically disadvantaged including grab bars, seat and crumbs. Individual urinals shall be provided and all water closets will include floor mounted solid phenolic toile panitiom with bulk roll toilet paper dispensers. Lavatories shall be set in continuous plastic laminate counter with continuous matching shelf above and a liquid soap dispenser next to each lavatory. Paper towel dispensers and recessed wash receptacles shall also be included along with noordmins. H.I.3 Training Room Includes miner's once of approximately 140 square fat and a separate enclosed whirlpool area ofapproximately 125 square feet. • Whirlpool room shall include up to two whirlpools, a trench drain and an epoxy painted masonry block and aluminum and glass enclosure to contain humidity. In the training room space shall allow fm two to four Uphill tables. Well dividing the trainers once and the ming mom shall contain a large painted hollow metal framed window for supervision. ILIA Coaches' Locker room Coaches locker room shill include four wood lockers 30" x 30" each. ILIA General Storage October 12, 2000 Space located off of the dugout morel to store game equipment. H.1.6 Weight Training Weight training room shall provide space for weight and training equipment supplied by the team franchise. H.I.t Manager's Office and locker Room Manager's locker mom shall include one wood locker 3 Y' x 30". H.1.8 Manager/Coaches' Shower and Toilet Toilets shall include one water closet, one mbW, two showers and Iwo lavatories with a continuous mirror above. Water closet, one lavatory, and shower shall he accessible to the physically disadvantaged including grab bars, location of controls, and seat. Shower and toilet arca shall be shared by the manager and the coaches and shall be accessed by both spaces. Two fiberglass shower stalls shall be provided with one being accessible to the physically disadvantaged. Toilet mom will contain a drying bench, clothes hook, and towel bars. All water closes will include floor mounted solid phenolic toilet partitigns with bulk roll toilet paper dispensers. lavatories shall be set in a continuous plastic laminate cowmr with continuous matching shelf above and a liquid snip dispenser next to each Inventory. Paper towel dispensers and trash receptacles shall also be included along with a floor drain. IL.9 Custodial Custodial space will contain a janitor's floor sink with vacuum break, hose bib, mop rack and two 4'0" long x 12" deals shelves. H.1.10 Family Waiting Room with adjacent Toilet Toilet shall include one water closet and one lavatory wish minor above. Water closet and lavatory shall be accessible to the physically disadvantaged including gab bars. Toilet shall be directly accessed from the family waiting am. 26 October 12, 2000 Paper towel dispenser and recessed trash receptacle shall also be included along with a Door drain. Toilet room will contain a coin operated sanitary napkin dispcnsm and bulk roD toilet paper dispenser. Lavatory will include a stainless steel purse shelf and a liquid soap dispenser. ILIAI Video Room Room for up to four individuals to sit and vices video for staining and evaluation. Space shall include 110 volt wall outlets, cable TV jack and a phone jack. H.1.12 Team LoungeMuHet Including Kitchenette Kitchenette shall include a base cabinet with matching wall cabinet above and a brak in the base cabinet o accept a refrigerator. (ReGgeramr not included.) Base cabinet shall include a bar sink with hat and cold water service. H.1.13 Equipment ManagerStorage Approximately 300 square feet shall be provided for the Equipment Manager and equipment stooge. The space shall he lockable and contiguous with the home team clubhouse. H.2 LAUNDRY A central common laundry and stooge of approximately 550 squame liver shall he provided for use by the home team, visiting team, stadium and concessions personnel. It shall h located on the service level and be accessible from a common corridor. Laundry area shall include space for 2 indusuial washing machines sod dryers, and 1 residential washer and dryer with but and cold water hookup, sanitary drain hookup gas and electric hookup including 220 volt outlet(s). A raised equipment pad for the laundry equipment shall be provided along with a trench drain in fiont of the equipment. A work table and service siNr shall be provided. H3 VISITOR CLUBHOUSE Space Approximate Ara Lockerroom.......................................................................................................1.000 sq. fl. Shower end toilet room ...... ........................................._....................._..................675 so. D. D. 27 October 12,2000 Coaches' locker room ................. ......... .............. __...._...._............................. .. 10 N. f. Manager's once and locker room..........................................................................120 sq. fl. Manager / coaches, shower and toilet .................................................................225 sq. fl. Visiting team locker facilities accommodating the visiting tram shall be located on the first base side of the service level. Visiting team locker room shall be separated from the rest of the at"= by means ofa separate private corridor with controlled doors offofthe service corridor. • Finishes in the visiting team locker mom, training room, coaches locker room and manager's office shall be: spike proof carpeted floors. 4" straight vinyl base. Finishes in the visiting team shower and toilet, hydrotherapy space (with bench chain) and coaches and manager's shower and toilet shall include resinous from with 4" resinous base. • Doors in the visiting team locker room area shall be minimmn 3'0"x7'0" pointed hallow metal doors in painted hollow meal frames. Doors shall include all necessary hardware such as helmets, closers, pushplates, kickplates, door stops, vision panels where appropriate and on doors leading directly to the exterior weather stripping. Visiting team locker spaces shall be provided with general electric power including 110 volt duplex outlets appropriately distributed plus 110 volt duplex G.F.I. outlets located at each lavatory, the hydrotherapy space and as required at other wet areas. • Phone jacks in the visiting (cam manager's and coaches locker rooms shall be provided along with a phone jack for mounting a wall phone in the training mom. Lighting in the visiting team locker facility shall he recessed wen condition shielded fluorescent fixtures. The total minimum light levels shall be 20 foot candles in the storage moms, 50 foot candles in the manager and coaches lockers and 30 foot candles in all other spaces. Industrial fluorescent light fixtures with wire cages shall be used in spaces with painted exposed structure above. General air conditioning, beating and exhaust will be provided as required throughom the visiting teem locker facility. from and manager / coaches toilet / shower meas and hydrotherapy area shag a0 be provided with hot and cold water service and sanitary, dmins as required. TV jack with wall blocking to support TV mounting bracket and N shall be located in the visiting team locker mom. Conduits for television shall he provided back to the main television terminal board. Recessed ceiling spuker(s) also shall be provided in the locker room with volume con"). (TV and bracket not included). H3.1 Locker Room Octaber 12, 2000 Locker room shall include 28 woad lockers 30" x 30" each plus Iwo "catcheds" Lockers 30" deep x 36" to 42" wide. H3.2 Shower and Toilet Room Toilets shall include two water closets, two to four urinals and seven to eight lavatories with a continuous mirror above. Oar water closer and one lavatory shall be accessible to the physically disadvantaged becluding grab bars. In the shower mom eight showerheads will be provided with a soap dish m each location. Sbowm mom will contain a continuous vetch drain along the walls and a drying bench, robe hooks and towel bas shall be provided jug outside the shower entry. One shower shall be accessible to the physically disadvantaged including grab bars, seat and controls. Individual urinals shall be provided and all water closets will include floor mounted Solid phenolic toilet ignitions with bulk roll toilet paper dispensers. Lavatories shall be set in cominuous plastic lamina counter with continuous matching shelf above and a liquid wap dispenser text to each lavatory. Paper towel dispensers and took recepteles shall ale be included along with floor drains. H33 Trsdaing Roam Includes space for trainer's desk and a wpamte enclosed whirlpool area of approximately 100 square feet Widdianl mom shall include space for up to two whirlpools, a floor drain and an epoxy painted mawmy block and alunumrm and plass enclosure to contain humidity. In the undoing room Space shall allow for two to three taping tables. H3.4 Coaches' Locker Room Coaches locker room shall include four wood lockers 30" x 30" each. H3.5 Manager's once and Locker Room hlanalueS locker room shall malude oar wood locker 30" x 30". H3.6 Manager I Coaches' Shower and Toilet Shower, and toilet area shall be shared by the manager and the coaches and shall be accessed by both specs. October 12, 2000 Toilets shell include one water closet, one urinal, two showers and two lavatories with a continuous mirror above. Water claret and one lavatory shall he accessible to the physically disadvantaged including grab ban. Two fiberglass shower stalls shall be provided with one being accessible to the physicaltydisadvantaged. Toilet room will contain a drying bench, clothes hook and towel bars. All weer closets will include Door mounted solid phenolic toilet partitions with bulk roll toilet paper dispensers. lavatories shall be act in continuous plastic laminate master with continuous matching shelf above and a liquid soap disperuer next to each lavatory. Paper towel dispensers and reversed tush receptacles shall also be included along with a Door down. HA OFFICIALS LOCKER FACILITY (approximately 440 square fret) Official, locker facilities accommodating Ne umpires shall he located on the urvice level and shall be separated from the team locker moms to the greatest extent possible. Official's locker room shall have direct access to the dugom mmnels via the service condor. H.4.1 Officiate Locker Officials locker mom sball include locker room spore for foto woad lockers 36" wide x 30" deep, and shall be adjacent to the shower I toile area. Finishes in the officials locker room shall be: spike proof carper d floor, 4" straight vinyl base. officials locker room shell include a 20" to 24" deep plastic Iamimle mud shelf for besehel preparation prior to each game. Shelf shall be approximately 4'0" wide. Door into the officials lockerraom stall be 3VxT0" painted hollow metal door in a paudd hollow metal flame. Door shall include all necessary hardware such as lockset, clooer, prshplee, kickplates and door stop. officials locker room shall be provided with general electric power including 110 volt duplex oudets appropriately distributed including a 110 volt duplex outlet above the mud shelf. A phonejack for mounting a wall phone in the locker area shall be provided along with conduit and a pull string. October 12, 2000 Lighting in the officials locker room shall be recessed wet condition shielded fluorescent fatmes. The total minimum light level shall be 30 lam candles in the locker area. General air conditioning, beating and exhaust will he provided a required. A recessed ceiling speaker shall be provided in the officials locker room with volumeconlrol. HA.2 ORc'uls'Showerand Toilet Toilets shall include one warm closet, one moral and two lavatories with a mntinuous mirror above. Water do=t end one lavatory shall he accessible w rhe physically disadvantaged including grab bars. Two fiberglass shower rolls shall be provided with one being accessible to the physically disadvantaged. Toilet room will contain a drying beech, clothes hook and towel bars. All water clo=ts will include fimr mounted solid phenolic toilet partitions with bulk roll toiler paper dispensers. Lavatories shall be set in combrmus plastic lamivare consider with continuous matching shelf above ad a liquid roup dispenser next to each lavatory. Paper towel dispensers and trash receptacles shall also be included along with a floor drain Finishes in the officials shower and miler shall include: resinous Floor with 4" resinous base. Toilet / shower room shall be provided with 110 volt duplex G.F.I. outlets (mated at each lavatory. Lighting in the toiler / shower area shall be recessed wet candition shielded fluomscem f rmres. The total minimum light levels shall be 20 fbot candles a the toilet and shower noun. General air conditioning, heating and exhaust will he provided as required and toilet and shower mea shall be provided with Trot end cold water service and smitary drains as required. Space shall be air cmMitioned and bested for year round use, but care shell be given to allow complete shutdown during the off --soman and during periods of non one, if desired. M AUXILIARY LOCKER FACILITY (approximately 1000 square feet) October 12, 2000 Auxiliary locker mom shall Include 30 metal lockers Ig" wide x 24" deep, and shall be adjacent no it shower I toilet area. Finishes in the auxiliary locker mom shall be: spike proof carpeted floor, 4" straight vinyl base. Doors into the auxiliary locker mom shall be 3'0"x7'0" painted hollow metal doors either single or in pairs in pointed hollow metal Futures. es1e Parts shall sinclude a all necessary hardware such as lockuu, closer, P P P stops. Auxiliary locker mom shall be Provided with general electric power including 110 volt duplex outlets appropriately distributed. A phone jack for mounting a wall phone in the lockin soca shall be provided alone with conduit and a pull string and other phone jacks and TV jacks if required. Lighting in the auxiliary locker room shall be recessed wet condition shielded fluorescent fixtures. The total minimum light level al be 30 foot toadies. Genual air conditioning, heating and exhaust will be provided as r o uimd.._- A ceiling speaker shall he provided in the auxiliary locker room with a volume control. HS.1 Shower and Toile Room Toilets shall include two water closes, two to four mush; and seven to eight lavatories with aeommunus minor above. One water closet and one lavatory shall be accessible to the physically disadvantaged including gmb bar. • In the shower mom eight shossadm s will be provided with a soap dish at each location. Shower mom will conmiv a continuous trench drain along the wells and a drying bench, who honks and Vassal bars shall be Provided just outside the shown entry. One shower shall be accessible to the physically disadvantaged including gmb bars, seat and controls. Individual mison shall he provided and all water closets; will include floor mounted solid phenolic toilet partitions with bulk mil toilet paper dispeours. Lavatories shall be set in continuous plastic laminate counter with continuous matching shelf above and a liquid soap dispenser next to each lavatory. Paper tows) dispensers and trash receptacles shall also be included along with Floor drains. H.6 TALENT PRESSING FACILITIES (approximately 1150 squm feet) October 12.2000 H.6.1 Four Talent Dressing Rooms (2 @2W and 2 @30 square feet) Two of the four dressing rooms shall be located adjacent to the auxiliary locker mom he allow "tandem" functions as coaches and managers lockers for other teams such as high school and college baseball teams using the auxiliary locker room. Each star dressing room shall include a dressing area and a shower/toilet area as outlined below. 11.6.2 Talent Dressing area (2 0180 and 2 Q 200 square fool) The two large dressing rooms shall include three wood 1«kers 30" wide x 30" deep and the smaller two shall include at least one wood locker of the same size. Dressing area shall be adjacent to The shower / toilet area Finishes in the dressing rooms shall be: spike tumor carpeted Door, 4" straight vinyl base. Talent dressing moms shall include a 20' to 24" dap plastic laminate lavatory counter with lavatory and large minor above with make-up lighting. Lavatory Shall be a minimum of 4'0" wide and a liquid soap dispenser mry be located next to the lavatories. Talent dressing moms shall include a robe hook and a towel bar located next to the lavutories. Doors in the dressing rooms shell be 3'0"x2D" pointed hollow metal doors in a painted hollow mend! frames Dears shall include all necessary hardware such as lock", closers, pashplares, kickplmes and door stops. The relent dressing room shall be provided with geceml electric power including I10 volt duplex ourters appropriately distributed and a 110 volt G.F.I. duplex outlet above the lavatory counter. A phone jack for mounting a wall phone in each dressing mom shall be provided Wood with conduit and a pull string. Lighting in the dressing rooms shall be shielded fluorescent fixtures with a 100 minimum light level of 30 foot candles. In addition make-up lighting shall be provided at the vanity mounter to provide a minimum of 50 fond candle incandescent light at a point approximately 24" above the countetxop. General air conditioning. healing and exhaust will be provided as regaired and lavatory shall be provided with hot and cold water service and sanitary drain. H.63 Talent Dressing Room Showers and Toilets (approximately 100 square feet each) Toilets shall include one water closet and one riberglem shower stall, both accessible to the physically disadvantaged including grab bars. 33 Oclobm 12, 2000 Toilet / shower room will contain a drying bench clothes hook and towel bars Water closet will include grade bars and abulk tall toilet paper dispenser. Finishes in the sur shower and toilet shall include: resinous Door with 4" resinous base. Toile/ shower =in shall he provided with a 110 volt duplex G.F.I. outlet. Lighting in the toilet / shower area shall he shielded Baorescas fixtures and total minimum light levels shall be 20 foot candles. General 'air coalitioning, heating and exhaust will be provided and toilet and shower area shall be provided with hot and cold water service, Door drain and sanitary drains as required. B.7 BATTLNGTUNNFL One batting / pitching tunnel shall he provided beyond the right center field fence. Tunnel shall have minimum dimensions of 20'x IDOL Tunnel to have access to bath home team and visiting team clubhouses. Tumel shall have two home plates and two pitching mounds in tandem to allaw, both pitching machine and pitcher to use without change ova. The Architect will work with the Tenant on the Boning Tunnel. Bamng tunnel furnishings to include a bat and helmet neck, appropriate netting and space provided for a wall mounted water jug to he supplied and installed by the team. • Boning turmel shall he provided with general electric power including I10 volt duplex outlets to power pitching machines and other power as appropriate. A phone jack for mounting a wall phone shall be provided along with conduit and a pull airing located at the Farces end. Lighting in the baring tome] shall be provided by metal halide fixtures producing a minimum light level to PBA Standards for AAA baseball. 1. STADIUM SERVICE FACILITIES The stadium service facilities shall he located within the stadium on the service level as appropriate. 1.1 Stadium Personnel Facility Provide a seemed once area at the employee mtronce with adjacent personnel lockers and access to showed laundry facility, Office shall include space in the adjoining entry hallway for a Lime clock and bulletin hoard, which will be supplied by Om team. ;4 October 12,2000 12 Stadium Personnel Office (approximately 160 square feet) • Office finishes shall include vinyl the floor, 4" vinyl cove base, pointed masonry black walls and suspended Tail' Acoustical tile ceiling. • Door shall be painted hollow metal WATT door with vision lite including all necessary hardware each as keyed thumb tum latch, lockset, closers, pushplate, kickplates And door stop. • Lighting shall be recessed 50 foot-candle general fluorescent lighting. Genesi power 110 volt duplex wall outlets shall be provided as appropriate. Pommel once shall be equipped with two phone jacks and conduit with pull string. General air conditioning and heating shall be provided in the office. 13 Stadium Personnel Locker; and Tolima (approximately 500 square fee) Locker rooms provided for 120 total stadium personnel. Allow separate locker rooms of approximately 200 square teal each for 60 men and 60 women with each having an adjoining dedicated accessible toilet of approximately 60 Aquae fat each. Stadium personnel toilets shall be equipped with an accessible water closet and An accessible lavatory with a polished stainless steel minor with parse shelf. A bulk roll toilet paper dispenser, recessed paper towel dispenser / hash receptacle, liquid soap dispenser and clothes books will also be provided. A coin operated sanitary napkin dispenser also will be provided in the women's toilets. Locker and toilet oom finishes shall include sealed cmrcrete floors, 4" vinyl cove base. Each locker mom shall be provided with 60 12 inch x 12 inch x 12 inch prefinished metal lockers for storing persomml valuables. Doors shell be pointed hollow mewl 3'0"xT0" doors including all necessary, hardware such As keyed thumb tum latch, locksm, closers, pustopulls, kickplaws and door stops. Locker and toilet moms shall be equipped with vardid resistant 30 footcandle wet location general industrial fluorescent lighting with shatterproof sleeves. Janitorial closet with mop its tub sink and storage of approximately 100 square feet. October 12, 2000 General power 110 volt duplex wall outlets; shall be provided as appropriate in the locker rooms and one 110 volt G.F.I. duplex omlet shall he provided in each toilet above the lavatory. 220 volt as required for special equipment. A floor drain and cold mast hot water service shall be provided in each toOeL General ventilation, heating and exhaust shall be provided in both lockers and toilers. 1.4 Stadium Maintenance Shop and Storage Stadium maintenance area will he provided for general mointenance of the stadium and for gme ad storage. A storage area of 200 sq. ft shall be provided for maintenance equipment and supplies. Smdium Maintenance finishes shell include scaled concrete floors, and unpainted walls and exposed structure above. Doors shall be painted hollow metal minimum 3'O"x9'0" doors including all necessary hardware such as keyed thumb tum latch, lockset, closers, pmhplates, kickplates, vision parols where: appropriate and door stops. Storage area shall be equipped with vandal resistant 30 l t -candle general indusuW fluomwens lighting with ahaneryroofsleeves. • General power 110 volt duplex wall outlets shall be provided as appropriate. Geneml ventilation ad exhaust shall be provided. 1.5 Stadium Maintenance ORce(Approximately 180 square feet) Office for stadium supervisor with dJaeent toilet fxilities and shower space. Office finishes shall include carpeted door, 4" straight vinyl base, painted masonry block walls and suspected 2k4' acoustical We ceilings. Doors shall be painted hollow metal 3'0'X9'0" doom with vision lites including all necessary hardware such as keyed thumb tum Iatcbcs, locksem, closers, pmhplates, kickplates and door stops. Lighting shall be recessed 50 foot-candle general fluorescent fighting. General power 110 volt duplex wall outlets shall be provided m appropriate. Office will be provided with a phoneir ck with conduit and pull string. 36 October 12,20M General air conditioning and heating shall be provided in the once. 1.6 Promotional Storage One main promotional storage area of approximately 1000 square fat will be provided on the service level A separate day of game promotional closet approximately 60 net square feet will INC provided on the concourse level and. Both pmmdionnl storage moms shall have acus$ to the freigbtelevator. Finishes shall include sealed concrete floors, 4" vinyl cove lase, painted masonry block or metal stud walls and painted expoad structure above. Do0us shall include 3'0"x7'0" painted hollow meal single doors and pairs of doors. Doors shall include all necessary hardware such as locksom, closers, puslJpulls, kickplates, door sops and weather stripping and thresholds on exterior doors. Lighting for the promotional storage areas shall be industrial fluorescent futures with wire shields and a mhdmum of 20 foot candles. Storage rooms shall each contain a 110 volt duplex wall could. 1.7 Curren Operations,Staging, and Storage (Approximately 750 square fret) Concert operations shall consist of An office for the production manager, a concert crew room, and a timing mom. The production manager shall be accessed directly from the service level corridor. 'Dae production manager's officer and the tuning mom shall he approximately 150 square feet each. The crew roam shall be approximately 450 square fret. Storage for the temporary field cava shall be off site. Room finishes shall include sled concrete floors, painted rosemary block walls and overhead exposed Antonio in storage areas wiN pointed meal and and gypsum board walls in other a es. Offices, crew room, and tuning room will have acoustical tile ceilings And caller. The Production m turpres office shall have 2 phone jacks. Power As required. Heating and cooling shall be provided m offices, toilets, kitchen and lounge. 1.8 Field Maintenance Shop and Storage (Appmximately 1500 - 1800 Square Fat) Field maintenance Atari of approximately LII square feet will be provided for general maintenance of the playing field and for general storage of field commensnce equipment and supplies required for maintenance of the playing field. An once shall be located in the Maintenance building. This area should provide direct attests to the playing field. An additional October 12, 2000 700 square fat of exterior space will be provided to house 3 material storage bins for storage of field materials Maintenance area shall be adjacent to maintenance office. Field maintenance finishes shall include sealed concrete floors, and painted exposed structure above. Toilet room finishes shall include sealed concrete floors, 4" vinyl cove base, epoxy pawted masonry block walls and painted exposed strucnue above Doors shall be painted hollow metal minimum 3'0"x7'0" doors including all necessary hardware such as keyed thumb tum latch, lockset. closers. pashplares, kickpletes, vision panels where appropriate and door stops. In addition a powered painted steel coiling overhand door approximately 8'0"xg'0" will be provided for equipment. Entire area shall be equipped with vandal resistant 30 footcandle wet [common general indusniel fluorescent lighting with shatterproof sleeves. General power 110 volt duplex wall antlers shall be provided as appropriate throughout the maintenance area and one 110 volt G.F.I. duplex outlet shell he provided in the toilet. Area dram and how bibs a requ'ved shall be provided in the maintenance area. If required by local codes an oil separator shall also be provided in the floor Genend ventilation, heating and exhaust shall be provided with care takm in the approach to completely setting down the maintenance area during the off season Ifdegrod. 1.9 Maintenance Loading Arca A seek loading area shall be provided with direct access to the maintenance facilities, Space stall be visible from the field maintenance office. LID Refuse Collection Facilities Outdoor space for trash compactor and trash bin will be located at exterior of stadium on the service level. Concrete pads shall be provided to accommodate the trash compactor and bins. Exterior crash goads) shall include space as appropriate to allow for future recycling programs as well az provide adequate vmtilatim to reduce odors. Trash bis shall be located to allow quick pick-up and drop-oR of bins and adequate security. October 12, 20(l) Facilities should be provided for wash down of biro with at least one F' freece- proof hose bib provided. Designated spaces for large attractive trash receptacles shall he provided on the in each Inge public concourse and the outfield walkway as appropriate, as well miler. General 20 face candle Iigh ing shall he provided and mea shall include adequate power w required to operate trash compactor. 1.11 Multipurpose Equipment Storage (approximately 1,250 square feet) provide outdoor storage spam for staging equipment, batting cage, shag server, and portable stage. This mea mug provide access to the field as well as the street and may be located directly off of the field. This space will he used for loading and caroming equipment. Space shall include general lighting n a safe minimum level with 110 volt G.F.I. outlets as required to provide power. Area should include concrete or saphdt paving for maintermnce purposes. 1.12 Miscidmeous Equipment Space for mechanical, electrical, sound and telephone equipment shall he provided, as require, throughout the stadium as wall as access and power for equipment and field performances. 1.13 TV Vas Parking Parking for two TV vans shall be provided adjacent to the stadium as close to the press box facilities as tensile. Area shall allow space for one semi -trustor tmiler unit. Adjacent electrical and telephone terminal cabinets and cable access shall he provided. 1.13 Parking parking shall be provided adjacent m the stadium with a total capacity of 44 packing spaces. Parking lot shall include an adequate percentage of ADA compliant spaces for the physically disadvantaged. Perking lot shall he paved and IightW with a minimum of 2 foot candles. All lighting shell he controlled by a light seosor with the perimeter half Provided with an override switch to allow operators to switch off. J. PLAYING FIELD ambos 12, 2000 A natural grass playing field system shall be designed for the stadium with a playing field designed as an asymmetrical ballpark that shall also accommodate football and soccer (not to include FIFA soccer). The playing field area shall be designed for a baseball field with dimensions for omfeld and warning track equal in or exceeding Professional Baseball Standards. Field dimensions shall be a minlmmn of 320 fat down the foul livres, 360 feet in the power allays and 400 feet to eenterfield. (Achml field dimension may vary based on site constreinta and shall be vernfiedat a later date). • playing field shall include 15 foot wide warning trucks along curb side with a 20 foot wide warning crack in the outfield along the outfield wall. Warning tracks shall he conmuctd of crashed brick or similar material compacted to proper consistency and the infield shall be constructed of "infield mixmmen s. The pitchers mound, bases, base paths and foul lines shall all meet professional baseball rules and standards and the infield shall be elevated and sloped slightly m same props drainage of the infield torp with "speed drains" provided or required. Top and aide dugout milings and exposed herd surface field walls shall he padded. An uadmdraln and recessed pop-up head irrigation system shall he provided as required to help assure proper maintenance and quick drainage of the playing surface. Quick coupler, key activated I"hose bibs will be located in each dugout• recessed behind the pitching mound, and as appropriate fm prayer maintenance of the playing field. J.f Pitcher's Boll Pens Warm-up bull pens for both home and visiting teams will be provided with each bullpen including space for two pitchers to wane up simultaneously. Fach bullpen shall include official height and slope pitchers mounds with pitching raiders and hatters boxes with home plead. Bullpens shall both be visible to both dugouts and spectators and shall be lighted with a minimum of75 foot candles of light. Bullpen will be located in foul territory in the warning track down each foul line. Direct contact to the associated dugout may he provided by phone jacks in weatherproof boxes and each dugout will have a G.F.L 110 volt wall cutlet. 40 October 12.2000 Each bullpen shall include an aluminum players bench of 12 toot minimum length. d,2 Game Equipment Fixed game equipment shall be provided including two minimum 40 foot tall find ball poles, one and of 3 bases, pitching robbers and home plates. A minimum 30 fout hall by g0 foot wide batter's eye shall he provided in center field directly in line with home plate A standaN black nylon backsoP screen shall he provided behind home plate which is a minimum of25 fen mil and "maks to the edge ofeach dugout dJ Covered Dugouts Covered dugouts with the home team having direct saes to the tram locker rooms and visiting tear having access from the field shall be provided. Both dugouts shall have u 30 player capacity, an adjacent dugout toilet and storage arta ofapproximately 100 squacc feet. Dugout and storage mea finishes shall include sealed sloping concrete Floors with removable 2 x 6 heated wood plank flooring, an base, epoxy painted concrete walls (dark color to match field wail pads) and exposed concrete structure above. Doors to close off tumel shall he painted hollow metal single or pais of 3'0"x70" doors including all necessary hardware such as panic hardware, lockael, closers, pushplates• kickplates, weather-stripping and door stops. Each dugout will include wood bench seating, a bat and helmet tack and space for a large water cooler (supplied by team). The dugout bench will be designed to allow players to sit on the seat back as well as the seat itself. • The front of each dugout shall include a 36" to 42" high hot dipped galvanized steel sailing with padded tap mil and an intermediate railing with a metal screen on bath the lower halfand the top halves. Suis shall be provided from the dugout to the playing surface at the ends of each dugout which are a minimum of 5 feet wide as well as all nmessmy steps down to the dugout muoel. All steps stall include a non -slip surface and handrails. Access for the physically disadvantaged to the dugouu and from the dugouts to the playing field shall he provided via a stainless steel wheelchair lin or stair lift. • Provide floor drains with strainers and a I" freeze proof keyed base bib in each dugout. October 12, 2000 Provide 110 volt G.F.I. general power wall outlets above the players bench at 25 feet O.C. as well as power below the bench for possible heat panels. Dugout lighting shall all be provided by field light spill over. Dugouts shall be provided with weather resistant phone boxes with phone jack and conduit as well as possible conduit to the bullpen. JA Dugout Fallen; (Approximately 60 Square Feet Each) Toilet rooms shall be provided in the dugouts for harnessed visiting teams. Dugout toilets shall be equipped with a stainless heel water closet and a stairdess steel lavatory with polished stainless steel mirror. A bulk roll toilet paper disperser, receesed paper towel dispenser / trash receptacle and liquid soap dispenser also will be provided. Toilet finishes shall include seated concrete fivers, 4" vinyl cove base, epoxy painted masonry block and concrete walls and painted exposed stracture above. Doors shall be painted hollow neral TONT(" dmrs including all necessary hardwme such as keyed thumb tum latch, lockset, closers, pushplates, kickplates and door stops. Toilet room shall be equipped with vandal resistant 30 footcandle wel location general industrial lightingwith shatreparof sleeves. A general power 110 volt G.F.I. duplex outlet shall has provided above lavatory. Floor drains and cold water service shall be provided. General ventilation and exhaust shall be provided in the toilets. JS Field Entrances Gates in the outfield well shall provide access to the playing field firm the stadium exterior. • The field access gate clear opening shall be a minimum of 55 feet wide. The opening shall include an accordion type gene and a 12 foot wide swinging gate which match the look of use remandng field walls plus a man door shall also be provided Gates shall be designed to swing freely, as well as be anchored in place against strong winds and player collisions. J.6 outfield Wall October 12, 2000 The outfield wall shall be a height of approximately 8 to 10 feet to the top railing to encourage exciting defensive outfield play and the infield and sideline field walls shall vary, in height. • All hard surfaces and dugout mils shall be padded as required to prevent player injury. Wall surfaces shell be designed to accept painted or silk screened signage and / or graphics. Outfield walls shall have painted or silk screened yellow foul ball markings as well as distances indicated for foul lice, power allry and anter field dimensions. • Power for four Tdvision boards (each 8' high x 30' long) shall be treated along the outfield wall. (Trivision boards and mounting by others) J.7 Field Lighting A complete field lighting system providing illumination comparable to AAA League play field light level and otheramareur events shall be provided. Light levels measured Y -p` above the playing field shall be equivalent or better than: Infield L5 to 1- 100 fwtcendles minimum maintained vertically. Outfield/Bullpens 2.0 to 1 - 75 footcandles minimum maintained vertically Adequate pole mounted security / emergency and clean-up lighting shall also be provided. Poles shall each he hot dipped galvanized poles with a total minimum elevated height above the field of approximately 120 feet with hot dipped galvanized catwalks and climbing rongs. Lighting shall ed designed for numerable cut off at the field walls and the bullpen to minimize overflow into the searing arm. yg Scoreboard The scoreboard general power and control cable conduit(s) with pull string(s) shall be provided to the scoreboard location. The City of Fresno will work with the Termnt and scoreboard supplier for the location mad placement of the scoreboard feurtdadons. The main 8comboard shall be provided by the ballclub. Power and control cable conduits are designed to accommodate a scoreboerd supplied by others. 43 October 12,20x0 J.9 Concert Ballpark shall include concur power capable of supporting most concert events. 400 amp1480 volt power shell be supplied to a box loomed behind the outfield wall. Box shall Include a discuwat switch. Any power required heyond that provided shall be the responsibility of the promoter using portable generators. Eye bola will be provided for concert rigging in the upper deck swctural steel. K Building Materials The structure shall consist of cast in-place concrete up to the Boor of the concourse and from Ihere up shall consist of gructwal steel. It is anticipated that the majority of the structural steel Deme will he exposed and painted with a urethane coating system to resist weathering and msL The exposed steel shall be constructed in a manner to he complimentary to the rest of Chef ility. All exposed concourse walls shall be integral color masonry block ad/or stucco on metal studs. the exterior facade of the stadium shah be faced with commit wall of metal god and sinew, face brick, integral color mag)MY and meal or steal open framework. with most of the void spaces between ❑as mite I press level and the concourse roof line open far air circulation. The roof canopy shall be painted steel Game or a louvered sunscreen. The lower seating bowl shall he constructed of slab-oa-grade concrete treads and risers with a cast -in-place concrete field wall. Hot dipped galvanized handrails at aisles and behind Ian row of seating shall be provided. The upper seating bowl shall be constructed of showing process treads and risers with galvanized bandceils at aisles, vamimries and front ceilings. Front railings shall be 50" tall, except at the ends of aisles where they shall he 42' tell. At the rear of the upper swung bowl a safety railing/fance shall he included wrutmcted of painted in bot dipped galvanized metal tube Game and mewl screen infill with a total height of four m five far Roofs other than the suite level shall be standard built-up roofing, or PVC where required over concession goods, roofs taped or sloped for drainage. Roof over the suite level shell be standard built-up roofing or ribbed metal. Exterior dwa shall he painted hollow metal doors or aluminum medium gilt glazed doors. 4 October 12,2000 Exterior glazing systems shall bc: Insulated tinted glass in aluminum frames when not facing the playa" field, clear single pane 9116" laminated safety glass where facing the playing field and tonal safety glass at ticket windows. Unless noted odurudse all exterior doors shall be hallow metal or aluminum meal stile glazed doors. All interior doors at the press and administrddon amen and novelty score shall be solid care staingmde wood in painted hollow metal frames. AD man doors shall be 36" wide unless acted otherwise. Doors into verdine, concession stands, laundry roams, equipment moms and other spaces containing large equipment shell be hollow metal and sized appmpdately. All exterior doors shall contain weather stripping, condor doors shall all have closers and all doors shall contain appropriate door hardware including panic hardware and appropriate firermistivesatings. L ITEMS OF WORK NOT INCLUDED The following items are not included and shall he provided in F.F.E. budget by The Team Francldu and I or Concessionaire: Any movable furniture, loose fixones or equipment in interior spaces. (Lockers, bat and helmet racks, player benches and all built in cabinetry are included u noted.) • Maintenance equipment such m cam, tractors, wagons, tools, Dash cans, hoses, etc. Portable or free-sunding novelty w&or concession homhs and/or display cabinets and racks including loose display fixtures and loose slatwall display accessories. Portable at temporary, stages. portable toad handling equipment for concession, vending and catering operation Mise. equipment such as suite refrigerator I ice makers and refrigerators and icemakers in the administration, press lounge and team lounge. Cast registers and component including ticket computers ticket printers, ticket reeks and any ether mist. boamms equipment. Game equipment such as portable batting screens, field balling cage, pitching machines, tarps, em. Waterjugs in dugouts and in barring I pitching tum¢l. Satellite dish(s) and Antermac(s), Telephone system other than conduit and phone jacks. October 12,2000 Time clocks, clocks, bulletin boards and black bonds. Security system other than fences, gates, walls, doors, and conduit for electronic system. Safcs and other loose smarty items. Training equipment such as whirlpools and taping benches. Wundry equipment such as washers, dryers utility sudo, etc. Weight training ecuipment including stair steppers, incline benches, free weights, weight machines, static u bikes, rowing machines, etc. Portable Turnstiles. Cots and other mise. medical supplies in the first-aid once. Cup holders for all fixed seating including suites. Picnic tables, benches and any tent sVucnsres or free standing temporary railings associated with the Picnic aress. Televisions including press monitors, television brackets and closed circuit television system includingwiring other than conduit jacks and wall blocking. Maio scoreboard and controls excapt general power and conduit. Trash dumpsten or bins and loose five standing tomb receptacles along the concourse and in the large public toilers. Shelf and storage emits other than those listed. Advertising signage. Playground equipseem, arcade games, speed pitch or any other similar items. Pay phones (m be supplied by Phone Company). 46 October 12,2000 Legal description Ther Real property locaud in the City of Fresno, County of Fresno, Sate of California, lying withia the "Town of Fresno" as shown on the entitled "Map of the Town of Fresno", remedied 3me S. 1876, filed in Bank 1, Page 2 of Plats, in the once of the Recorder for mid County, more particularly described as follows: Beginning at the southwesterly comer of Block 59, efsaid Towv of Fresno; Thence, along the westerly bourdary of said Block 59, North 41 Degree 40 Minutes West, 11.33 feet, Theon, North 86 Degmes 40 Minutes West, 16.97 Fcet Thence, along a line lying parallel with and 12 feet westerly of the westerly boundary of said Block 59, North 41 Degree 40 Minutes West, 746.67 Seep Thence leaving mid parallel line, North 39 Degrees 56 Minutes 54 Seconds Wm, 85.87 feet; Thence, North W Degrees I I Minutes 32 Seconds West 13.13 feet, to the westerly boundary of Block 60 of said Town of Fresm; Thence, along the easterly boundary of said Block 60, North 41 Degrees 40 Minutes West, 5.02 feet, ro a foot from which the northwesterly comer of said Block 60 bears North 41 Degrees 40 Minutes West, 10.00 feet, Thence, along a line parallel with and 10.00 feet wuthedy of the northerly boundary of said Block 60, North 48 Degrees 20 Minutes East. 320,00 feet. to a point from which the mod easterly comer of said Black 60 beers North 41 Degrees 40 Minutes Wm, 10.00 feet, Thence, continuing, North 48 Degems 20 Minutes East. 80.00 feet, to a point on the Westerly Boundary of Block 73 of said Town of Fresno, from which We aorrtsweaady comer of&dd Block 73 bears North 41 Degrees 40 Minutes Wesr, 10-0 feet; Thence, continuing NaM 48 Degrees 20 Mmutes East, 10.00 feet; Thence, along a line lying parallel with and 10 feet easterly of the scut vremerly boundaryofsaid Block 73, Seuth41 Degrees 40 Minutes Eon, 112 feat Thence, along a line predict with and 3 fen northerly of the wutherly boundary of said Lot 28, North 48 Degrees 20 Minutes EPA 140-0 Ret, to the westerly boundary of the alley in said Block 73; 47 Thence, along the westerly houeWary of said alley. South 41 Degrees 40 Minutes Fsst, 758.00 Feet, to the southeasterly comer of Block 74 of said Town of Fresno; Thence, along the southerly boundary of said Black 74 and Block 0, South 48 Degrees 20 Minutes West, 550.00 feast, to the Point of Beginning. Containing 472,760 Square FcWI0.9 Acres Mom or Less. ✓/'`/ End Legal DescriptionLAN�yS� Phil PlS Oy4p 9 An" 25 1999 Date 4 d5, Na. 6391 �p OF CP \F 9 17 I I I I I I I _J II I I L-_ II J L-- I J L. nuRE STREET 17 I I I I I I I _J INYO STREET I I I I I I I I EXHIBIT 'B' CARS ANDERSEN AND ASSOCIATES, NC ,w © Y, PIR 6 SHEET NO. i CNL B40HEEF9 - LAID SUWEYORB - PLM+sL9 IXM W, PB— A ,. PR 46MNEST JPCWEITN AVE. WiiE 119, FRESNO, G 93722 MIEN 06-11-N9 Of 1 SHEET 559-2]6-2]90 FAX 559-276-0650 —T— INYO STREET I I I I I I I I EXHIBIT 'B' CARS ANDERSEN AND ASSOCIATES, NC ,w © Y, PIR 6 SHEET NO. i CNL B40HEEF9 - LAID SUWEYORB - PLM+sL9 IXM W, PB— A ,. PR 46MNEST JPCWEITN AVE. WiiE 119, FRESNO, G 93722 MIEN 06-11-N9 Of 1 SHEET 559-2]6-2]90 FAX 559-276-0650 rULQRE ST - a m C �^ F c p y KERN R�yY�^ ST ry ------------ MW ST INYO w EXHIBIT C TO SUBLEASE AGREEMENT FRESNO DIAMOND GROUP STADIUM RENTAL AGREEMENT 100 Van Neu, Fresno, G 93111 a 659) 041-1991 a W- (559)164-0]95 This Stadium rental agreement is made and entered Into this day of in the year_ by and between the Fresco DiamoM Group, LLC, a limited liability company, hereinafter called "FDG", and facility user, loners as °Licensee', whose name and address is u follows: Name: Phone M: Address: City: State: Zip: Fax 0: Email Addrns: Whenever used in this rental agreement the term -Stedman, aball mean and refer to the Stadium loremd in downtown Franco on the cower of Tulare Is H Sts., and the ton "Manage shall mean and refer to We Fresno Stedium Manager, or authorized representative of FDG. In consideration of the covctants and agreements berem expressed and subject to all the terms, conditions, and limitations herein contained, FDG and Licensee agree as follows: 1. PREMISES USED: Permission is granted to Licensee to use ad occupy designated areas of the Stadium, as scbeduld below: Area Date Time Pond Days _Days Non -Performance Days _Days _Days for the This anal agreement shall have an fora and effect wbatonva udess and until it has been exeuted by FDG and Licosa, and by it's execution. Licensee covenants and agres to faithfully perform and abide by each and every tam, condition. Radiation and restriction of this rental egreem®4 each of which shall be a condition subsWuent N the continuance m effect of this parent. Said conditions, terns, restrictions and limitations son as follows; 2. PAEMEN7 Licanece shall pay FDG for Ne use and o We of said Stadium, the following sums: Fe:S Percentage Total Deposits: ( ) Reimbursable charges for. • Equipment/Service: • UtilityService Fa: (utilities includes cosh ofammal beat, water, light, air enditiodn& cleanin& malntermnce, and labor): S and if for any reason, said fees are not paid as aforesaid, it is agreed done any Box Office vecipu in possession of FDG may be applied to the payment of said fen, and Licensee waives all rights in that portion of the Box Office receipts ra scary to pay said fes. Unless indicated oNerwise in Nis agreenoent, Licensee shall pay all not and expenses within too (10) days after the and of this event. Gross receipts, if used pursuant to Section 2, shall Made ill money derived by Licensee from the use and occupancy of the prenises whether received or to become due. Gross reccipts shall not include, however, admissions taxes. Sales =1poasasory interest taxes, or excise taxes of the City, County State or Federal Governments or any refund made on admissions. All deductions from gross mcipa shall be substantiated to the satisfaction of the Manager. Use of the facilities in excess of the time set fond above may, at One discretion of the Manager, result in an overtime fee being charged Nr additional labor expenses. 3. DEPD$i2S: By (dere) Licensee shell deposit S osmshall hcredited towards theabove charges. eInsaddition form, at optionof Manager, Liaoee shall forisM1 the Manager by (date) the surm of Dollen. 4. EXTRA SERVICES. Licersa shall pay to FDG, on demand, such other and further suns ss may became due to FIX) on account of special facilities m extra services furnished by FDG, the compensation for which is out included in the amounts specified under subdivision(2) bereimabove. Suchcha mshallbebmeduponaschedulemfeh gwonfilein theofficeofthe Mmagur Special facilities oraxba services may include, but shall not be limited m the following. Installation ad removal of portable cha'us and rises; special Club Lounge setup; Stadium Suite Waring or set up; public address system; outside amplification; my special sending arrangements; rehearsal occupancies; use offorldift and operator, change in searing anvtgemmts; special mechanical or electrical manections; equipment and service; employee work beyond regularly scheduled hours; erection of platform and stands other than those usually furnished; decoration and installation orremavel of fixtures; admission attendants including ticket sellers, ticket takers, ushers, medical personnel, guards, police protection; sod replacement or field repair, and ncsmnmn fee 5. INDEMNIFICATION. Licenses agrms to indemnify and hold harmless FDG, its officers, employees, and agents, against my and all claims, dementia, causes of action, damages (including(Imnages to the Stadion ficihfies, the City ofFrtsm's property, or FM's property), cast Rod liabilities (indoding cast and liabilities of FDG with respect to its employee), in law or in equity, of every kind and name whatmeve, directly or proximately resoling Som or reused by the use and occupation of the facilities hereinabove described, whether muh use is authorized or nor. regardless of whether FDO is actively negligent or passively negligent, or from in my act or mission of Licensee or my of its offices, agents, employees, guests, patrons, or baskets and the Licensee shall, at its sole risk and expense, defend my ad all sulfa, mfioras, or other legal proceedings which my be brought or instituted agaimet FDG, its officers, partum, and employees on my such claim, demand or cause of action, or other legal proceedings, except for those claims, demands, causes of action, damages, cost and liabilities caused by sole negligent r willful misconduct of FDG; and Lice eras shall pay for my and all damages to the property, for loss or theft of such property, done or caused by Licensee, its Officers, agents, employees, guests, patrons, and invitees. Insurance: Fach LicenseeshallobWnandkeepinfomedu ngtheperodofusemve by the license, or any extension the ef, public liability and property damage insurance, the comprehensive general liability policy under such insurance to be not less than: $2,000,000 for combined single limit of buddy injury and property damage $2,000,000 for aggregate products, and completed operations coverage $2,M,000 for liquor legal liability insurance. In the policy or policies providing such insurance both FDG and my an& Licensee shall be named as insured, with FDG, its offices, employees, and agents, named as additional insured with primary coverage, whether or not such roamed shall have other insurance against my lose coved by said insurance. Additionally, the certificate must include the specific daze of coverage and the following Moment: `Ali operations or activdles conducted in the Stedium facilities; are summarily covered at all tines during my period ofoccupany.- Said policy shall contain a standard eons -liability endorsement, and shall provide that the policy shall not be cmceaed prior an the termination of the license agreement, or =61 too days following the date the Manager shall have received wunet notice of such cencellsome whichever shall first occur. A certificate of insurance including an additional insured endorsement shall be delivered to FDG at least thirty days before the date on which said Licensee takes; possession of the use and occupancy of the said facilities showing the policy to be in full force and efixt. 6. EGRESS. Licensee shall remove fiom the f lifts, on orbefom Time: sMpm on Date: , 2000 all property, goods, and effects belonging to Licamsx or caused to bebrought upon said premises. If any such property is not removed within the above -stated time, the Manager shall have the right M sell the same in such manner as he may dean advisable and to hold the proceeds thersuf for Licensee, or the Manager may more, or caused to be stored, any such property, for which Licensee shall pay a reasonable fee and all expenses incurred therefore. 2. EXTRA LABOR. The Manager shall have the tight to require whatever extra labor is deemed necessary m accommmdate the public sad the public's safety during Licensee's use of the aforesaid facilities. Any such labor required by the Manager, including ficket sellers, ticket tabes, ushers, stagehaMa medical and security guards, may be supplied by FDO or the Licensee at the Manager's discretion. S. EXPIRATIONOFLICEA At thempirationoftheumeofuseof Nefanlities hereinabove set forth, Licensee shall quit the file ities of the FDG and return to the Manager all equipment and facilities procured from the Manager, which premises, equipment, and facilitier shall he in as goad condition and repair as before Licensee's use thereof except f ordinary wean and tcar. 9. COMPLIANCE WTIHLAR'S. Lieens e, it's agents, and employees, shall comply with all rules and regulations preseibed by the Manager for the use sad mempanry ofthe f lines of FDG, and with all applicable laws, ordimnces, and mles or reguhaHom adopted or established, from time to time, by any government agency, or any department thereof. 10. TAXESA ASSESSMENTS. In addition to the p ntsls, fees and charges provided for herein, Licensee shall be liable f anY possessory interest taxes, and special asuemsens permuting therein, belonging to the City of Froom or FDG, or Ute sac agrees to protest and hold homeless FDG and the leased premises and all interest therein and improvements Hereon, fion any and all said Was; and assessments, including my inswes% pmaldes and other exposes which may be thereby imposed, and from my Use Nemtor or sale or other proceedings to enforce payment thereof. 11. ASSIGNMENT. No assigurment of this license shall be made by Licensee without the prior writton mmsens of FDG. 12. TICX n.. FDG reserves the right w seg tekem and therefore, requires rhe Licensee in enter into an agreement with the Stadium's Box Office for the purpose ofselfing tickets and other services, as said Box Office isauthodzed to provide, under Stadium Ticket Manager's duration. The Box Office conducts both advance and event time ticket sales and charges as are required. License will be responsible for any miscellaneous changes that the Box Office may accrue for mum services requited or raryesto]. Liceome shall tarnish all admission tickets which shall be in a form approved by the Manager. Said tickets shall be purchased from abovded licensed printing company and a certified copy ofthe ticket pnntea mounted shall be delivered directly to the Manager. Licenam shall utilize the Saddam facility ticketing system under the direction ofine Stadium Ticks Manager. Licensce shall direct that my printed err Consigned fickeds received be delivered directly to the Manager. Licensee is neyubmi to sell ell tickets at the prices advertised, and no deviation will be allowed, provided, however, that Licenses may issue Gee pessee. Where Licenses is authorized by FDG to famish inditioval admission tickers, and if, pursuant m the terms of this license; FDG is to receive a share of the reasons derived Gum the use offeceifies by Licensee, Licensee shall order an accounting ofsueh receipts and pay to FDG the portion of such talipes to which FDG is emitted and shall, upon completion of the performance or attraction, deliver to the Manager all amused tickets. No cash for expenses shall be releud Goan the Box Office until final settlement begins. All facility expenses, including but not limited to sent, personnel, equipment and other expanses which the Licensee may accre, shall be deducted prior re final sn[Immtt With regards in advance ticket sada, sponaorship sales involving tickets, or season ticket sales, Licosa is not authorized to allies and undine those revenues Sir expenses prior he the subsoural completion of said events. Licensee does hereby assign, provides, and set ova my funds in possession of ticket sellers, suffinrnt funds to pay FOG my sums due FDG, punmet to the teener of the license, and Licensee hereby authorizes said ticket seller(s) to deliver my such am m FDG. Licema shall allow a representative ofMavager to audit ticket Was and associated rem ods a my time. 13. LICENSEE MNDLANG FUNDS. In the handling central custody and keeping of fends, whether due same we raeived through the Box Office or otherwise, FDG is acting for the WCommadImOn ofLicmaa, and m to such (reds, FDG shall not he liable b Liceosce m to my other person for my loss, theft, mdefalcamn thereof, whether such loss, theft or defalcation is caused or dune by employees of FOG or otherwise, aur shall my of5ca or employee of FDG be liable fm my loss, theft or defdemon of such Ames urdess FDG willGdly caused or permitted the some, or unless it was Proximately caused by FDG's gross negligence 14. REFUNDSOFTTCEEySREI'ENUE FMixesstatherighttodemminewhenticket reands shell be made for cause. Sufficient cause shall include, but not has limited to, seats blocked by equipment when exchange Sir comparable location is not possible; failure of promotion equipment; inclan net weather causing care llm on of "at or performance where no make-up data can be scheduled; and failure to aa, in show, or to go on stage within a reasonable now of the schedule provided by Licenser. 15. DEFAULT Should License default in the performance ofmy of the terns and conditions ofNis]'Case, the Managm may terminate the same. Upm such termination, Licensee shall be liable for all Box Offim "IsCrom incurred for Licassee's event, including, but not limited to, expenses for ticket printing and persomel charges associated with the advance We of the event 16. SIKlT"GCeIPACITY. Licenseeshall not sell ordieribute, orpemitto be sold or distributed, tickets or passes m excess of the seating capacity of the fadlity or fadfirim hereinabove desmibad; nor admit a larger number of persons that can safely and fixly move about therein The decision of the Manage in this respect shall be final. Licensee may, however, sell standing room when, and only when, all seats have been sold and permission to sell such standing room has been granted, in writing, time the Manager. I). PROGRAMREQUIREMENT. LICENSEE SHALL FILE WITH THE MANAGER, AT LEAST THIRTY (30) DAYS PRIOR TO HOLDING THE PERFORMANCE OR ATTRACTION FOR WHICH THE STADIUM IS BEING USED, A FULL AND DETAILED OUTLINE OF ALL EQUIPMENT AND FACILITIES REQUIRED, ALL STAGE REQUIREMENTS, THE CONCOURSE, FIELD ANDIOR CHAIR SET-UP, AND ANY SUCH OTHER INFORMATION AS MAY BE REQUIRED BY THE MANAGER CONCERNING SUCH EVENT OR ATTRACTION. I8. EMERTAINMENTMORALS. No performance, mbibifian shall be given or held in the Stadium which is illegal, Inde xua, obscene or immoral. 19. LICENSES. Licensee shall obtain all permits orliaosw resluhed by all applicable laws, ordinances, and rules or regulationa, including Nose mentioned therein. 20. DISRUPTIVE PERSONS The Manager reserver the right to eject or cause to be ejected from the premises, any person or persons engaging in disruptive, belligerent or threatening mndmFandneither FDGnormyofiuotficm,mployges oragents shall beliableto Licerzae ferny damages that maybe sustained by Licensee through the exercise by FDG ofsuch right 21. BROADCASTING Nop�fommcearevmtpresmtNonmepmnisesahalbebreadcast or mlevisad, orin any mamerrecorded ear reproducnov, by Licensee without a permit issued by the Manage, and then rely upon me expressed written condition met all expenses permuting therms will be pard in advance. M.SIGNSANDPOSTERS. Liceoseeshallmt NMorexbibitorallowtobep As nor exbsited any signs, advertisements, show bills, lithographs, Porters, bmners or cards ofany description, dust are not in compliance with FOG's signage sonnets inclining theregdm billbomds, scoreboard signage, and concourse signage in me Stadimm. Such use of Stadium signage sball be a non-exclusive right and mmtbe approved by the Mmager. 23. CONCESSIONS , FDGreswesthesolerightwcontre rNesaleof souvenirs, evecbrelautt merchandise, programs, banks, magazines, newspapers, soft drinks, Bowers, the taking and/or sale of photographs, tobaccos, samba, ford, novelties m any related mercbandise community sold or dispensed in stsdimu, and for the entering of food, and all advertising, radio and telerision broadcasting transcription and reconfing rights, and parking are hereby expressly named to FDG and Licenses may not engage in or mnme for any of said rights except as may be pravidcd order Paragraph 37 below. FDG reserves the right to operate the stadiam Club Louuge, stadium suites, andifin perking lot, food and bevaege, mid all other operational meas provided, however, that the Manager may, in writing, authorize a Licensee m do any of the aforesaid upon such terms as may be deemed proper order the comedowns, subject or the provision of wisting woman in nbod at that time. 24. CONTROL OF BUILDING The enhances and wits of the premises subject m this license shall be locked and unlocked at such times as may be required for Ucrosx's use. Licensee shall at all times place proem watchpemons az all entrances and wits when the same are cilocked. Tbekeys to thepremisa shall mall timesbein tbepossessionand control ofthe Manage. The Manager and other duty authorized Mpresmeives of FDG, shall have the righted enter the Stadium, and all pans tho mf, at all timet 25. STORAGE InthereceiMhandling,cara,mrcustadyofpropertyofwyEM shipped or otherwise delivered to the ptwisess either prior to, during, or sabseryrnt to the use of the stadium facility by any Licensee hereunder, FDG and its offices, employees and agents shall act solely for the accommodation of Linnon:and neither FDG nor its offices, employees, or agents shall be liable for any loss, damage, ori jury to such property. 26. OBSTRUCTIONS No portions of the sidewalks,andes, concourse, passages, halls, elevaton, or ways ofaccess to public milifies of the premises shell be obstructed, s r caned to be obstructed, by Liman, or caused a permitted In be used for my purpose other then ingress and egress to and from the seadwou facility. The dome, skylights, stairways or openings that reFlmt or admit light into my portion of the building, including ballways, cordon and passageways, radiators, and house -lighting attachments, shall in no way be obstructed by Licensee. Loading area access shall rennin clear and upon for access for scud[ or other deliveries to stadium for vendors, feed and baaege, and all others se required by the Manager. The water closets and water assurance shall tar be used for my purpose other them that for which they were constructed, and no sweepings, mbbods raga, papers or other subsumes shill be thrown therein. Any damage resulting on account of my misuse of my portion of the facility or equipment of the facilities, ofwhatsmver chaaata, shall be paid for by Licenses. 27. FIAMMABLF MATERMLS. No fiaaunable =m es such as bunting, tissue Papua, crepe Papa, nihmellulwe film, me,, will be Permitted to bs used for decorations, unless pre -approved by the managed All materials used for demattvc proposes most be Flame retadano and approved by the Manage prior or use by Licensee. 28. OTILITYCONN MONS. UnIm OderwiseauthosizedbytheMmaga,all plumbing, electrical, or aroma r work required In be done on the promises in attraction with Licmen's use thereof, and all electrical avant or domestic gas required for Licrosee's use shall be done or famished by FDG, for which Licensee shall pay FDG on the basis of the razes set forth in the schedule of Mtn on file in the office of the Manages. 29. FOSSESSORYINTEREST TAX A possessory interest subject to property notation may be anted by virtue of this egreemmt. In the event that a possessory interest is seated, Licensee agrees m pay 91 such possessory interest taxa end FDG shall not be liable for the payment of such taxes. Licensee further agrees that the payment of such rues shall not reduce any consideration paid in FDG pursuant N this agreement or any other agreement Licensee has with FDG for the sharing oftevenue patterned by the use of the stadium authorizM pursuant to this agreement. 30. STADII/MACCESS. All articles, exhibits, fixtures, materials, displays, etc, shall be brought into or out of the building only at anch entrances as may be designated by the Manage. 31. OPENING HOURS Licensee most open the doors to the evert ordirection at advertised undess otherwise aged upon. 32. INTERMISSION. Every, public performance, which is not completely staged within the period of one (1) hour, Nall be so staged to provide an intermission of not las than fiftaen (15) remains, unless pre-approved by Manage. 33. LOSTARTICLES. The Manager or a repraemative thefief, shall heve the sole right N collect and have the custody of articles left in the building by persons attending my performance, exhbit or entertainment given or held on the premises, and Licencee or any person in Licences employ shall not collect car inWfere with the collation or custody of such amcla. 34. OCCUPANCYIN "UPTION. Should the Stadium bedestroyd ordanagdin such an extent that such damage will substantially interfere with the use of the fecdiries by Licensee, or should a strike, public emergency, or other unfomeen occurremee beyond the control of the Licensee prevent Licensee from using said facilities, the Licensee shall have the right to terminate this license; however, Licensee shall be liable for charges due at the time of such occmrmre. Should the license be mmdnazd forany such cause, FDG waives any claim for damages or additional compensation. 35. CANWEMMITIONItYleDG. InaMbmmNerighttotenn tar Nis Licence Agreement upon Licensee's default. the Manger shall heve the right to terminate part or all of this license, without liability to FDG, upon thirty (30) days written notice, provided, however, that this agreement may he terminated at any time when the facilifia are required Por public naasity or emergency use. 36. COPYRIGHTS Licensee agrees, represents, and warrants that nothing continued nl the pmgran, sporting event performance, or exhmbition, or in any other way connected with Licenec a activities under the license shall violate or infringe upon any copyright patent, right of privacy, or other sumtory or common law right of my peon, firm, or corporation. Licenses shall obtain all ASCAP, BMI and similar copyright licema and right to use potential emdror copyrighted music, materials, ryuipmeN, devices, or dramatic rights used in coojunclum with the presentation of the performance(s) described in Paragraph 1 baeof, deliver proof of the Mpydghtlicmwto Ne FDGten(10)daya Prieto Peformmce. Liceeee shall idemify and hold hamdess FDG, the Freano Stadium, their officers, employees, and agents as pmvided in Paragraph 4 of this License Agreement for my inhfng®rot or violation of any copyright or Other pmPrielary right in the Perfnmmce(s) described in Paragraph 1. 37. Appmved and egeed to; By By Licenax Fn Stadiute Manager Title: Title: Used 20 EXHIBIT D TO SUBLEASE AGREEMENT PLEDGE AGREEMENT (Fresno Gdrzlies, Inc.) This Pledge Agreement ("AgreementT is entered into by and between FRESNO GRIZZLIES, INC., a California corporation ('Owner"), the Fresno Diamond Group, LLC, a Cal'domia limited liability company (`FDG"), and the City of Fresno, a Municipal Corporation ('Secured Parry"). Owner, FDG and Secured Party hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings. 1.1 Additional Secured Property. "Additional Severed Property' means any and all (i) additional capital stock or other equity securities of Tucson Toros, Inc., an Arizona corporation ("TTI"), whether certificated or uncertificated. (ii) warrants, options or other rights entitlilg Owner or FDG to acquire any interest in capital stack or other Nulty securities of TTI, (iii) securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of the Pledged Shares or such additional capital stock or other equity securities, and (iv) any membership or economic interest created in any subsidiary entity in accordance with Section 12 of Nis Agreement. 1.2 Pledged Shares. "Pledged Shares" means all of the issued and outstanding shares of capital stock, whether certificated or uncertificated, of TTI new owned by Owner or FDG, including the shares specifically described in Section 3.1. 1.3 Secured Property. 'Secured Property" means (i) the Pledged Shares and Additional Secured Property, and (ii) all rights, interests and claims with respect to Ne Pledged Shares and Additional Secured Property, including under any and all related agreements, instruments and other documems. The Secured Property shall include all proceeds, including whatever is receivable or received when any of such property or proceeds of such property are sold, collected, exchanged or otherwise disposed of, whether voluntary or involuntary. 2. Creation of Security Interest Owner and FDG, for a valuable consideration, receipt of which is hereby acknowledged, grants to Secured Party, and Secured Party accepts from Owner and FOG, a security interest under the provisions of the Calgomia Commercial Code in the Secured Property. 3. Secured Property. 3.1 Assignment and Delivery -Pletlgetl Shares. Owner and FDG hereby assigns and delivers to Secured Party the Pledged Share consisting of Certificate No. 19 representing seven thousand nine hundred (7,900) shares of Me Class A stock of TTI and Certificate No. 10 representing two thousand one hundred (2.100) shares of the Class B stack Draft Pledge Agreement 10-I1-00 version Of Tri. 3.2 Delivery of Additional Secured Property. Except as provided in Section 3.6, if Owner or FDG becomes entitled to receive or receives any Additional Secured Property, Owner or FDG shall (i) accept any such Additional Secured Property as the agent for Secured Party, (ii) hold it in trust for Secured Party, (iii) segregate it from other property or funds of Owner or FDG, and (iv) deliver all Additional Secured Property and all certificates, instruments and otherwritings representing such Additional Secured Property immediately to or for the amount of Secured Party, all in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form or substance satisfactory to Secured Party. 3.3 Stock Power Forma. Concurrently with the execution of this Agreement, Owner and FDG shall endorse and deliver to Secured Party an irrevocable stock power form separate from the Pledged Shares. The irrevocable stock power shall be in the form attached hereto as Exhibit 'K. 3.4 Proceeds. In the event Owner or FDG receives any proceeds of any Secured Property, Owner or FDG will hold such proceeds in trust on behaff of and for the benefit of Secured Party and will immediately deliver all such proceeds to Secured Party in the exact form received with all necessary or appropriate endorsements. 3.5 Full Performance. The Secured Property is to be held by Secured Party as security for Me timely and full performance of the obligations set forth in Section 4 below. Owner, FDG or Secured Party shall not dispose of the Secured Property nor shall k be encumbered except as allowed in this Agreement. Upon full and timely performance of all obligations set forth in Section 4 below, Secured Party shall cause the Secured Property to be returned to Owner upon Owner making a written request therefor to Secured Party. 3.6 Dividends. As long as there is no duly given notice of default outstanding under this Agreement or any of the obligations secured by It, ordinary cash dividends payable on account of the Pledged Shares may be paid to Owner for Owners own use and benefit. As long as Owner and FDG are not in default under this Agreement or any of the obligations secured by it, ordinary cash dividends shall not be considered Secured Property or Additional Secured Property. 4. Obligations Secured. This Agreement secures the following: 4.1 Stadium Agreements. Ail obligations of Owner and FDG under that certain 30 -year Sublease for a AAA baseball stadium beNleen Owner, FDG and Secured Party, dated Me same date as this Agreement (including but not limited to Owners and FDG's obligation to pay Secured Party $1,500.000.00 in annual rental payments for the tern of the Sublease or as otherwise amended by the Parties therein), and Non -Relocation and Continuous Operation Agreement entered into between FDG, Owner, TTI, and Secured Parry, dated the same date as this Agreement. 42 Pledge Agreement Performance by Owner and FDG of all covenants, conditions, and warranties made by Owner and FDG in this Agreement and in any collateral agreements entered into by Owner, FDG and the City in connection with the transaction or transactions which occasioned the execution of this Agreement. Collateral Agreements shall not include the Parking Agreement entered into between City and FDG dated the same date as this Agreement. 4.3 4.3 Indebtedness. The payment of all present and future Indebtedness or performance of contractual obligations of Owner or FDG to Secured Party whether or not evidenced by the Sublease Agreement, or Non-Relocation and Continuous Operation Agreement. The tern "indebtedness" is used in its most comprehensive sense and includes without limitation any and all advances, debts, obligations and liabilities now existing or made in the future however arising. 5. Owner and FDG's Covenants. Owner and FDG promise and agree: 5.1 Payments. To pay all amounts due on Owner and FDG's obligations described in Section 4 and any other provisions of this Agreement when the same shall be legally due and payable. 5.2 Expenses, To pay all expenses, including attorneys' fees, incurred by Secured Parry in the perfection, preservation, realrzation, enforcement, and exercise of its rights under this Agreement 5.3 Ufigalion. To give Secured Party notice of any lifigation that may have a material adverse effect on the Secured Property or the business of Owner, FDG or TTI. 5.4 Transfer Not to sell, lease, transfer, or otherwise dispose of the Secured Property. 5.5 Shareholder Agreements. Not to enter into any shareholder agreement, voting trust, proxy agreement at other agreement or understanding which affects or relates to the voting or giving of written consents with respect to any of the Secured Property. 5.6 Issuance of Additional Sham. Not to consent to or approve, or allow Owner, FOG or TTI to consent to or approve, the issuance to any person or entity of any additional shares of any class of capital stock of TTI. or of any securities convertible Into or exchangeable for any such shares, or any warrants, options or other rights to purchase or otherwise acquire any such shares. 51 [lane. Not to permit liens on the Secured Property. For purposes of this Agreement, 'lien" means any security interest, mortgage, pledge, lien, attachment, claim, charge, encumbrance, or agreement retaining title covering, on or effecting the Secured Property other than me Pledge Agreement between FDG and Omer dated October 21, 1997. 5.8 Default To nobly Secured Party promptly of any default, potential default or any development that might have a material adverse effect on the Secured Property. 5.9 Distributions. To deliver promptly to Secured Party all certificates received in a split or distrbution of, or issuance of stack dividends on, the Secured Property. 5.10 Buslneea of Owner and TTI. As to the business conducted by Owner and TTI (for purposes of this Section 5.10 only), collectively retained! to as "Owner: 5 10 To ensure that Owner's business is conducted efficiently and without voluntary interruption. 5.10:2 To ensure that all necessary action is taken to preserve all rights, privileges and franchises held by Owner. 5.10.3 To ensure that Owners business property is kept in good repair. 6. Owner and FDG's Warrentiea and Representations. Owner and FDG warrants and represents as follows: 6.1 Ownership. Except as stated herein and for the security interest granted herein, Owner is the legal recerd owner and FDG has beneficial ownership of the Secured Property free from any lien and Owner has and will have good and marketable title to the Secured Property. Owner and FDG will defend the Secured Property against every claim or demand made upon it. 6.2 Subordination Agreement Secured Party and FDG have each extended or will extend financial accommodations or will incur substantial financial commitments to Owner, and each has acquired or will acquires security interest in collateral of Owner otherwise defined herein as Secured Property, whether now owned or in existence or acquired by the Owner in the future, as security for those financial accommodations and commitments. FDG has physically received possession of the Secured Property from Owner and perfected its security interest in accordance with that pledge agreement between FDG and Owner, dated October 21, 1997. FDG agrees herein, upon the Effective Date of this Agreement to physically deliver the Secured Property and any Additional Secured Property to Secured Party and agrees that Secured Parry's security interest is perfected therein. It Is understood by the Owner, FDG and Secured Party that Secured Party is unwilling to extend to Owner financial accommodations or commitments Thal will be secured by a security interest in the Secured Property, unless FDG subordinsles to Secured Party any right it may presently have acquired from Owner, third parties, (including but not limited to John Carbray, an individual and John Carbray Living Twat), or acquired in the future in the Sewred Property and to physically deliver that Secured Property to Secured Party. THEREFORE FDG subordinates to Secured Party all rights it may now have or acquire in the future in any of the Secured Property regardless of the manner in which such rights may ones and agrees that Me rights of Secured Parry in and to the Secured Property are superior to any rights of FDG asserted in the Secured Property, despite the prior delivery of the Secured Property by Owner or any third party to FDG. FDG and Owner shall further deliver the Secured Property to Secured Parry upon the Effective Date of this Agreement. 6.3 Valid Obligation. This Agreement is a valid and binding obligation of Owner and FDG. The Agreement creates a security interest enforceable against the Secured Property in which Owner and FDG now has rights, and will create a security interest enforceable against the Secured Property when Owner and FDG later acguires those rights. 6.4 No Breach. Neither the execution and delivery of Nis Agreement, nor the taking of any action in compliance with it, will O violate or breach any law, regulation, rule, order, or judicial action binding on Owner or FDG or any agreement to which Owner or FOG is a party; or (ii) result in the creation of a lien against the Secured Property except that created by this Agreement. There exists no event or omission that is or would be a default under this Agreement, except for the passage of time or the giving of notice. 7. Vogng Rights. All voting rights of the Pledged Shares shall be vested in Owner as long as there is no duly given notice of defauk outstanding under this Agreement. Except forthatma6erdescribedin Sectionl2, prior to Owners voting of the Pledged Shares for the following purposes, Owner shall obtain and file with the Secretary of Owner the Secured Partys written consent, which shall be given at Secured Partys sok discretion to do the following: 7.1 To merge, consolidate or dissolve TTI; 7.2 To sell all, or substantially all, of the assets of TTI, or 7.3 To do anything which would have the effect of impairing the position or interest of Secured Party with respect to the Seourad Property or which would after the voting rights with respect to the stock of Owner or TTI, or be Inconsistent with or violate any provisions of this Agreement. B. Default Owner is in default under this Agreement upon the happening of any of the following' BA Failure to Perform. The failure of Owner or FOG to pay or perform any obligation, covenant or liability contained or referred to in this Agreement or in any collateral agreement entered into by Owner or FDG in connection with the transaction or transactions which occasioned the execution of this Agreement, whether when due, at stated maturity, on accelerated maturity, or otherwise; or the failure of performance of any obligation, covenant or liability contained or referred to in the agreements specified In Section 4; 8.2 Misrepresentation. If a warranty, representation, or statement made or furnished by Owner or FDG to Secured Parry contains or will contain any untrue statement of a material fad or omits or will omit to state a material fact necessary to make the statements or fads contained therein misleading, whether or nor any such statement or omission is intentional; B.3 Liens. The creation of any lien on the Secured Property, or the making of any levy, seizure or attachment thereon other than the Pledge Agreement between Owner and FDG dated, October 21, 1997; 8A Termination of Business. The suspension, termination or liquidation of the business of Owner. FOG or TTI; 8.5 Termination of Existancellnsolvency. Death, dissolution, termination of existence, insolvency or business failure of Owner or FDG, appointment of a receiver of all or pan of Ownees or FDG's assets, Owners or FOG'a assignment for the benefM1 of creditors, or the commencement of a proceeding under a bankruptcy or insolvency law by or against Owner or FDG; or similar events or actions affecting or pertaining to TTI. 9. Remedies. Upon default under this Agreement, Secured Party may, at the time of default or any time thereafter, declare Owner and FDG in default of the Sublease Agreement, Parking and Non -relocation and Continuous Operation Agreements and Secured Party shall have all of the remedies of a secured party under the California Commercial Code, the Sublease Agreement, the Parking Agreement and Me Nan -relocation and Continuous Operation Agreement or any other applicable law or statute, as amended from time te time. Furthermore, upon any default, Secured Party may: 9.1 Performance of Obligations. Perform any of Owner or FDG's obligations under this Agreement for Owner or FDG's account. Any money expended or obligations incurred in doing so, including reasonable attorneysfees and interest at the highest rate permitted by law, will be charged to Owner or FDG and added to the obligation secured by this Agreement. 9.2 Conveyance to Secured Parry. Al its option and upon ten (10) days prior written notice to Owner, take possession of, and file to, and register the Secured Property, or any part of 8, in Secured Parry's name or in the name of its nominees; collect and enforce payment with respect to the Secured Property; exercise all rights, options, and privileges with respect to the Secured Property, and deliver It in that connection to any appropriate person or agency. Further Secured Parry shall have the immediate right to vote the Secured Property as Owner or FDG's proxy, that proxy to be irrevocable unfit Mis Agreement is terminated. Except as other wise limited In this Agreement, until such default, Owners right to vote the Secured Property will not be impaired by this Agreement 9.3 Sale. Conduct a commercially reasonable private sale or other disposition of the Secured Property, although a higher price might have been obtained for the public sale under Me Securities Act of 1933, as amended, or in compliance with any other applicable laws or regulations. Secured Pant's notice of the time and place of public sale of the Secured Property, or Me time on or after which a private sale or other disposition of the Secured Property will be made, is reasonable H sent to Owner in Me manner for giving notice M least ten (10) days before the public or private sale. Owner, FOG and Secured Party agree that this shall constitute reasonable notice. Any sale of the Secured Property shall be held M such time or times and at such place or places as Secured Party may determine in the exercise of Secured Party's reasonable discretion. Secured party may bid and purchase at any sale under this Agreement and shall also have the rights provMed in Section 9505 of the California Commercial Code. The Secured Property may, upon completion of any sale or transfer, be endorsed by Secured Party as required to transfer the Secured Property on the books of Owner and Owner and FDG hereby constitute and appoint Secured Parry as Owner and FDG's allomey in fact to do so. 9A Proceeds of Sale. The net cash proceeds of any sale or disposition of the Secured Property shall be applied by Secured Parry first, to the reasonable costs and expenses (including reasonable attorneys' fees) of holding, processing and preparing for the sale, transfer or delivery of the Secured Property and second, to the satisfaction of all Owner and FDG's obligations under the Sublease, Parking and Non -Relocation and Continuous Operation Agreement in such order and manner as Secured Party in Her sole discretion may determine. Any surplus may be paid to the order of Owner. In the event that the proceeds of any sale are insufficient to fully discharge the obligation to Secured Party, Including interest, Omer and FDG shall remain liable to Secured Parry for any deficiency. 9.5 Execution of Documents. Secured Party may require Owner and FDG to execute all documents and instruments on Secured Pady's request that Secured Party considers necessary or advisable to exercise its rights under this Agreement. 9.6 Role of Major League Baseball. 98.1 Owner and FDG represent and warrant to Secured Party that: Owner's and FDG's execution and performance of this Agreement has been approved by the President of the Minor League Association, the National Association of Professional Baseball Leagues, Inc., and by the Pacific Coast Baseball League. Inc. to grant a security interest of a "Control Interest' as defined by Rule 36 of the Professional Baseball Agreement in a Minor League Club. 9.6.2 Notwithstanding any other provision of this Agreement to the contrary, Secured Party agrees to be bound by the Major League Rule Regarding Regulation of Minor League Franchises, (the'Rulea). Secured Party acknowledges that the Rule tices not permit a Minor League Baseball Club to pledge its franchise as security for any indebtedness and requires that a "Control Interest" transfer, as defined in the Rules, in such Club is subject to the prior review and approval of the President of the National Association of Professional Baseball Leagues, Inc. and review of the Baseball 011 of the Commissioner in their sole and absolute discretion. Accordingly, Secured Parry acknowledges that such approval for a transfer of a Control Interest in the Club would be required for any foreclosure, axle or transfer of the Secured Property to a third party as well as to the Secured Party. Secured Party shall immediately notify the President of the National Association of Professional Baseball Leagues, Inc. and the Baseball Office of the Commissioner of any event of default under the indebtedness secured by this Agreement. Secured Party acknowledges that any temporary or permanent management of the Secured Property by the Secured Party or any receiver or trustee shall be subjed to the prior approval of the President of the National Association of Professional Baseball Leagues, Inc. and the review of the Baseball Office of Ne Commissioner in their sole and absolute discretion. In the event that Secured Party desires to operate the Franchise for Its own account on a temporary or permanent basis, Secured Pany shall obtain the pnorwrden approval of the President of the National Association of Professional Baseball Leagues, Inc. in accordance with the Rule. Nothing contained in this Section shall be deemed to limit the obligations of Debtor to the Secured Party under any credit agreement and the rights of Secured Party thereunder which, in either case, are not inconsistent with the provisions of this Section. Any requirement for Secure Party with this Section or this Agreement which requires Secured Party to seek and obtain any approvals of the President of the National Association of Professional Baseball Leagues, Inc., or any other third party to operate the Franchise or parted Secured Parties security interest in the Franchise shall be at the sale and absolute expense of Owner and FDG. 10. Release of Owner or FOG. Without notice to Owner or FDG, Secured Party may release Owner or FOG, or any endorser, guarantor, or any other collateral security given to secure the obligations of Owner or FDG. 11. Termination. This Agreement will terminate when Owner and FDG completes performance of all obligations to Secured Party, including, without limitation, the termination of the Sublease Agreement, Parking and Non -relocation and Continuous Operation Agreements for reasons other than a default or breach by Omer or FDG, and Owner or FOG has notified Secured Party in writing of the termination. 12. Right of FDG to Purchase the Franchise 12.1 The Baseball Franchise. TTI is the owner of a franchise for a AAA baseball team ('the Franchise") in the Pacific Coast League of Professional Baseball Clubs, Inc., ('PCL'). The ownership of the Franchise give Trill the right to operate a professional baseball team as a member of the PCL. 12.2 The License of the Franchise to FOG. TTI does not operate the Frenchise. It has granted to FDG an exciusive night and license to possess. use and operate the Franchise pursuant to the terms of that certain Exclusive License Agreement dated October 21, 1997, (the "License Agreement'), a true and conformed copy of which has been provided by FDG to the Secured Party. 12.3 Option to Purchase the Franchise. TTI has granted to FOG Na option to purchase the Franchise pursuant to an Option Agreement dated October 21, 1997, lathe Option Agreement'), a true and conformed copy of which has been provided by FDG to Secured Party. 12.4 FOG's Right to Purchase the Franchise. FDG shall have the night to exercise its option to purchase the Franchise from TTI in accordance with the Option Agreement, if all of the following requirements are mel: a. The approvals of the PCL, the National Association, and the Office of the Commissioner required by Sections 7.2, 7.3 and 7.4 of the Option Agreement have been obtained. b. The person to whom the Franchise is transferred by TTI, upon the exercise of the Option by FDG, is a limited liability company, organized under the laws of California, having FDG as its sole member and sole manager (the "Subsidiary"). C. FDG pledges to the Secured Party all membership and economic interests in the Subsidiary as substituted security in place of the Pledged Shares by a Pledge Agreement and Security Agreement in a form satisfactory to the Severed Party. d. The Subsidiary and FOG enter into a License Agreement with respect to the Franchise that is identical in all material respects with the License Agreement described in Section 12.2, except that the licensor shall be the Subsidiary and that FOG and the Subsidiary may fix the Compensation payable under Section 4 of the License Agreement to by any amount that they, in Meir sole and absolute discretion, determine to be proper. It is understood and agreed that Me provisions of Section 4.3 of this Secunty Agreement shall be as fully applicable to any License Agreement behveen FDG and the Subsidiary as to the License Agreement between FDG and TTI. e. Neither FDG nor Owner is in material default of any of their respective obligations under the Stadium Agreements described in Section 4.1. f. FDG has given its written approval of Me Articles of Incorporation and the Operating Agreement for the Subsidiary. FOG shall submit its proposed form for the Articles of Organization and Operating Agreement for the Subsidiary to the Secured Party for its review and approval. Secured Parry shall promptly give its written approval or promptly give is written disapproval. If the Secured Party disapproves of either or both such documents, its disapproval shall set out Me specific additions or deletions which, rf made to the disapproved document or documents, would result in the Secured Partys approval thereof. The Secured Party shall not require any additions or deletions to be made to Me Operating Agreement or Articles of Organization that are not reasonably required to protect the security interest of the Secured Party in all membership and economic interests in the Subsidiary, consistent with this Pledge Agreement. g. FOG and Owner agree that Subsidiary, FOG and Owner shall enter into any agreements or execute arM deliver any documents or instruments on Secured Party's request necessary for Secured Party to attach and Perfect its security interest in Subsidiary or any membership and economic interests in the Subsidiary or to exercise any of its rights under this Agreement. 13, Secured Parry's Care and Delivery of Secured Properly. Secured Partys obligations with respect to the Secured Property in its possession shall be strictly limited to the duty to exercise reasonable care in the custody and preservation of such Secured Property, and such duty shall not include any obligation to ascertain or to initiate any action with respect to or to inform Owner, FDG or any other third path of maturity dales, conversion, call, or exchange rights, or offers to purchase the Secured Property, or any similar matters, notwithstanding the Secured Party's knowledge of the same. Secured Party shall have no duty to take any steps necessary to preserve the rights of Owner, FOG or any other third parry against prior parties, or to initiate any action to protect against the possibility of a decline in the market value of the Secured Property. Secured Party shall not be obligated to take any actions with respect to the Secured Property requested by Owner, FDG or others unless such request is made in writing, and the Secured Party determines, in as sole discretion, that the requested actions would not unreasonably jeopardize the value of the Secured Property as security for the indebtedness. Secured Party may at any time deliver the Secured Property, or any pad thereof, to Owner, and the receipt thereof by the Owner shall be a complete and full acquittance for the Severed Property so delivered, and Secured Party shall thereafter be discharged from any liability or responsibility therefor. 14. Exclusive License Agreement TTI and FDG have entered into an Exclusive License Agreement, dated October 21, 1997, (the license Agreement-) wherein TTI has granted FOG an exclusive worldwide right and license to posses, use and operate the Franchise, together with player development contracts, protected territorial rights, and all approvals, rights and any other entitlements necessary, or in any way related, to the use and operation of the Franchise. In the event Mat Secured Party shall exercise any rights that a may have under Mis Agreement, including but not limited to foreclosure of the Secured Property or Additional Secured Property, FDG, subject to the Rules, shall immediately terminate any interest it has or may have in the future to Me License Agreement or any license agreement created in accordance with Section 12 of the Agreement and shall thereafter have rw fuller interest in accordance with that License Agreement or any other license agreement related to the Secured Property or Additional Secured Property. Further, Secured Parry shall not be subject to any rights of FDG created under that License Agreement or any other license agreement. If FDG shall transfer any interest that it has or may have In the future to the License Agreement or any license agreement crested under Section 12 of this Agreement FDG shall assure Mal Me agreement which transfers the license interest shall be subject to the same limitations and restrictions contained within this Section and said agreement shall contain similar language to this Section which would require the same obligation to terminate the license agreement in the event Mat Secured Party should foreclose on the Secured Property or Atltlitional Secured Property in accordance with this Agreement 15, General Provisions. 15.1 Further Assurances. Owner and FDG shall, from time to time upon Me request of Secured Party, execute and deliver any instruments or documents, or undertake any acts, Mat may be deemed! necessary or advisable by Secured Part/ to implement or carry out Me purposes of this Agreement. 15.2 Notices. All notices, requests, demands, instructions or other communications to be given to any party hereunder shall be in writing and shall be deemed to have been duly given (i) on the data of service if personally served on the party to whom notice is to be given; (il) within forty-eight (49) hours after mailing, d mailed to the perry to whom notice is to be given, by first Gass mail, registered or certified, postage Prepaid, return receipt requested; (iii) within twenty-four (24) hours after being deposited with a recogmzad private courier service (e.g., Federal Express), if delivered by a private courier service m the parry to whom notice is to be given. all charges prepaid, or (iv) when sent if given by telex or telecopy. Any such communication sent by telex or telecopy must be confirmed whin twenty- four (24) hours by letter mailed or delivered in accordance wily this Section. All nodose shall be property addressed to the party receiving notice as follows: /Rr / If to the Owner to: Fresno Grizzlies, Inc. 1231 N Street Fresno, Calgomia 93721 Attention: President If m Secured Party to: City of Fresno 2600 Fresno Street Fresno, California 93721 Attention. City Manager The addresses for purposes of this Section may be changed by giving written notice of such change. 15.3 Partial Invalidity. Any covenant. agreement, condition or other provision of this Agreement, or any portion thereof, which shall prove to be Invalid, void or illegal shall not affect the remaining portions of the Agreement, or any part thereof, and this Agreement shall be construed as If any such covenant, agreement, condition or provision had not been Inserted, but only as long as the nights, obligations and duties of a party are not materially altered thereby. 15.4 Atmmey's Fees. If eller parry files any action or brings any proceeding against any other party arising out of this Agreement, or is made a party to any action or proceeding relating to this Agreement brought by any person or entity, then as between the partes hereto, the prevailing party shall be entitled m recover as an element of Its costs of suit and not as damages, reasonable attorney's fees to be fixed by Me court. The prevailing party 11 shall be a parry who is entitled to recover so costs of surt, whegmer or not suit proceeds to final judgment. A pony not enlNed to recover Its costs shall not recover attorneys fees. No sum for attorneys fees shall be counted when calculating the amount of a judgment for purposes of determining whether a pony is entitled to its costs or attorney's fees. 15.5 Waiver. No waiver of any term of this Agreement or performance hereunder shall be effective unless in writing and signed by the party affected thereby. No waiver by a pony of any provision of this Agreement shall be considered a waiver of any other provision or any subsequent beach of the same or any other provision, including the gme for performance of any such provision. The exercise by a party of any remedy provided for in this Agreement, or at law or in equity, shall not prevent the exercise by that parry of any other remedy provided in this Agreement, or at law or in equity. 15.6 Governing Law. This Agreement has been delivered in the State of Calif imia and the parties agree that it shall be construed in accordance with the laws of that state, which laws shall govern the Agreements interpretation and effect. 15 7 Successors in Interest. All rights and obligations of Owner, FDG and Secured Party shall Inure to the benefit of and be binding upon their heirs, executors, administrators, successors and assigns. If there be more than one party obligated to Secured Party, their obligations hereunder shall be joint and several. 12 15.0 Effective Data The effective date of this Agreement is. 2000. Dated' .2000. Secured Perry: City of Fresno. a Municipal Corporation By: Its: By', Its: Owner: Fresno Grizzlies. Inc., a California corporation By: John L. Carbri President By: Diene M. Engelken, Secretary FOG Fresno Diamond Group,. a California limited liability company By: Jahn L. Camay, President By: Diane M. Engelken, Secretary 13 Exhibit "A" IRREVOCABLE STOCK POWER (Fresno Grizzlies, Inc.( FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to the City of Fresno, a municipal corporation, as Secured Party under that certain Pledge Agreement of even date herewith between FRESNO GRIZZLIES, INC., as Owner, and the CITY OF FRESNO, as Secured Parry, all the undersigned's right, title and interest in the following shares of the capital stack of TUCON TOROS, INC., an Arizona corporation: Class/SClass/Serias of Stock Cerfificate No No of Shares Class A 19 7,900 Class 10 2,100 The undersigned does hereby Irrevocably constitute and appoint attorney to transfer such stock on fine books of the company, with full power of substitution in the premses. Dated: ,2000. FRESNO GRIZZLIES, INC., a California corporation By: John L. Carbray, President By: Diane Engelken, Secretary 14