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SELECT ALTERNATIVE SITE FOR DEVELOPMENT OF COMMUNITY SPORTS COMPLEX October 5, 2001 City of Clearwater 112 South Osceola Avenue 3rd Floor Clearwater, Florida 33756 Attention: William B. Horne, II, City Manager Re: Development of Community Sports Complex Dear Mr. Horne: As you are aware, the City of Clearwater ("City") and The Phillies ("Phillies") have previously entered into that certain Agreement for Development of Community Sports Complex (the "Development Agreement") dated as of March 1, 2001, that certain Sports Facility Use Agreement (the "Use Agreement") dated as of December 31, 2000, and that certain Baseball Training Facility Lease Agreement (the "Carpenter Complex Lease") dated as of December 31, 2000 (together, the "Documents"), relating to the development and use of a new community sports complex to be owned by the City and used by the Phillies for the purposes of a spring training ballpark and related facilities and the use of certain other facilities by the Phillies. For the purposes of this letter, capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to said terms in the Development Agreement. Pursuant to the terms of the Development Agreement, the City had selected and the Phillies had agreed that the Exhibit "A" Property would be the Project Site for development of the Community Sports Complex, unless it was determined pursuant to the Phillies Site Investigation that the Exhibit "A" Property was unsuitable for development of the Community Sports Complex. As you know, and as outlined in our letter (and attached memorandum) of September 19, 2001 addressed to Kevin Dunbar, Director of Parks and Recreation for the City, the Phillies does not believe that the Exhibit "A" Property is a suitable site for the development of the Community Sports. Complex, given the anticipated costs associated with readying the Exhibit "A" Property for such development, which costs are anticipated to range from $2.6 million to $23 million based on the site conditions of the Exhibit "A" Property which have yet to be fully determined. Since even the low end of this range of potential expenses is well in excess of the amounts contemplated by the Development Agreement and is in excess of the amount which would allow either party to terminate the Development Agreement, the Phillies understands that the City agrees that the Exhibit "A" Property is not acceptable as the Project Site. The purpose of this letter is to set forth our understandings relative to proceeding with selecting an alternative site for development of the Community Sports Complex, as well as to agree to modify certain dates of the Documents, as contemplated in the Development Agreement, in order to accommodate the selection of a new location to become the Project Site. The Phillies . Veterans Stadium. P,O, Box 7575. Philadelphia, PA 19101 Executive Offices: (215) 463-6000 · Sales Office: (215) 463-5000. Ticket Office: (215) 463-1000 The parties hereby agree: (i) to select an alternative Project Site pursuant to the terms of Section 3.10 of the Development Agreement; (iil that the deadline for doing so is extended to January 15, 2002 (the "Selection Date"); (iii) that they shall use their best efforts, and will cooperate with each other to select an acceptable alternative site during that period; and (iv) that they will negotiate in good faith and with diligence, relative to any such alternative site, amendments to the Documents in order to address site specific issues relative to the development and scope of the overall Project, as well as any cost differential as a result of the selection and use of an alternative site, with the understanding that any such amendments will be subject to approval of the City Commission. Further, the City Manager agrees that he will affirmatively recommend for approval by the City Commission amendments to the Documents as contemplated herein such that the Phillies shall not be obligated to contribute more toward the overall Project than the amounts to which it has previously committed under the terms of the Documents. If the parties fail by the Selection Date to (1) agree upon an alternative site and (2) agree to such amendments to the Documents, then either party shall have the right to terminate all (but not less than all) of the Documents. Additionally, as a result of the site investigations to date relative to the Exhibit "A" Property, there have been, and will be, delays on the part of both the City and the Phillies in connection with meeting certain deadlines or other times for performances under the terms of the Documents. The parties are mutually desirous of waiving any Phillies Event of Default or City Event of Default as a result of the failure of any party to meet those deadlines set forth on Schedule A to this letter; the parties, however, mutually acknowledge and agree that notwithstanding the foregoing waiver, neither party has declared an Event of Default against the other as of the date of this letter. Further, to the extent that any time period for performance provided for in the Documents has elapsed or expired, which would have resulted in an Event of Default by either party, the parties agree that such time period shall be tolled and otherwise extended as provided in this letter. It is agreed that the Phillies Evaluation Period shall be extended to be a date which is sixty (60) days after the date on which the alternative Project Site is selected by the parties. Additionally, the date by which the Phillies must submit its Site Work Plan to the City for approval as provided in Section 3.07 of the Development Agreement is hereby extended to that date which is two (2) weeks after the end of the Phillies Evaluation Period (as extended as hereinabove provided). The date by which the City must approve the Phillies Site Work Plan as provided in Section 3.07 of the Development Agreement is hereby extended to that date which is four (4) weeks after its submission by the Phillies for approval to the City. Further, the date by which the City has to determine that Infrastructure Costs will not exceed $300,000 pursuant to Section 6.01 of the Development Agreement is hereby extended to March 15,2002. Additionally, the parties agree that the respective actual dates of the "Bond Issuance Date" and "Conditions Satisfaction Date" shall be mutually agreed upon by the parties within thirty (30) days after the after the alternative Project Site is selected by the parties. Further, the time period in which the City must complete Environmental and/or Geotechnical Remediation of the alternative Project Site pursuant to Section 3.08 of the Development Agreement shall be extended to August 28, 2002. It is further agreed by and between the parties that any date which is affected by the change of any of the above dates is hereby extended to the same extent, such that each of the parties shall have the full time to perform as anticipated initially under the Development Agreement. 2 The parties further agree that they shall agree to a revised Project Schedule within thirty (30) days after the alternative Project Site is selected by the parties and upon agreement thereto, the parties shall execute an amendment to the Development Agreement setting forth said revised Proj ect Schedule. Section 20.1.2 ofthe Use Agreement will be modified and amended so as to provide that the date of February 15, 2001 as set forth therein and previously modified by the Development Agreement to be the Project Site Acceptability Determination Date is changed to be January 15, 2002. The Commencement Date as such term is used and defined in the Carpenter Complex Lease is modified and amended to be the date specified in the Completion Certificate (as defined in the Development Agreement). We are very much looking forward to proceeding to select an alternative Project Site which is mutually acceptable to both the City and the Phillies and which will lead to the development of a new Community Sports Complex for both the City and the Phillies. If the foregoing is acceptable to the City, please execute this letter in the space provided below, agreeing to the terms of this letter and the modifications and amendments provided herein, and return a signed copy to us so that we can both commence identifying an alternative Project Site. Very truly yours, THEPHILLIES By ))~~m~7 Accepted, acknowledged and agreed to: THE CITY OF CLEARWATER, FLORIDA By~"RaA___~'~"Z William B. Home, IT City Manager Approved: JJJL. Ci Attorney 3 SCHEDULE A Schedule of Passed (Non-Completed) Dates Under Agreement for Development of Community Sports Complex Deadline Relevance May 31,2001 Phillies Environmental Investigation Project Site Acceptability Determination Date Develop and Submit Site Work Plan Site Work Plan Submission Date City Determination that Infrastructure Costs will not exceed $300,000 Site Work Plan City Approval June 15,2001 June 30, 2001 July 15, 2001 Additionally October 1, 2001 is the deadline for the following: Section of Development Agreement Section 3.06 Sections 1.76, 3.08, 3.10, 13.05, 13.06 Section 3.07 Section 3.07 Section 6.01 Section 3.07 City's Environmental/Geotechnical Remediation (Section 3.08) (not commenced) Conditions Satisfaction Date (Sections 1.34, 7.02, 8.08, 13.01,14.05(b), and 15.18): Phillies are to have selected Contractor( s) and entered into Contracts with same. City is to have issued Bonds. Phillies must have determined that Maximum Construction Cost (exclusive of the City Site Work Contribution and the City's cost of Infrastructure Improvements) does not exceed $24,000,000. Deadline for termination as a result of: 1. Taking by Condemnation or Eminent Domain (other than by City) 2. City's failure to approve Plans and Specifications for Infrastructure Improvements 3. City's denial of issuance of, or failure to issue, a Building Permit 4. A governmental moratorium on new construction is imposed so as to prevent construction 5. The occurrence of the revocation of a previously issued concurrency compliance certificate or reservation of services capacity certificate Execute and Record Memorandum of Development Agreement