AGREEMENT - STADIUM & SCORECARD AGREEMENTS / LEASE - JACK RUSSELL STADIUM
~,,4:,,'
T_;'./
,
\ lO-lO-84:WYW
.~
October/S" , 1984
City' of Clearwater, Florida
P.o. Box 4748
Clearwater, Florida 33518-4748
Re: Agreement Relating to Jack Russell Stadium
of even date between you and us (the "Stadium
Agreement") and the Agreements respectively between
you and Florida Coca-Cola Bottling Company dated
,June 21, 1984 (the "Scoreboard Agreement") and
Harry A. Nichols dated November 23, 1982 (the
"Scorecard Agreement")
Gentlemen:
This Wl~~ set forth the agreement between us in respect
of the interplay between the Agreements referred to above, so long
as they respectively remain in effect:
1. The Phillies will in the exercise of its rights
under the Stadium Agreement, honor the undertakings made by the
C it, ( a ) i n par a q t- a phs 4 (b ), ( c ) and (d), 5 and 6 of the .
Scoreboard Agree.nent and (b) in the first sentence of paragraph 1
of 'he Scorecard Agreement and ir. clauses I (A) and (C) of Exhibi t
A tIleretu.
2. The City will fix the term of the Scoreboard
Agreement by written agreement with the other party thereto, as
corltempla~ed by paragraph 2 thereof, so that that term shall
commence no later than December 31, 1984. The City shall not
extend or renew the term of either the Scoreboard Agreement or the
Scorecard Agreement or enter into any similar or dissimilar
agreements with the same or other parties without The Phillies'
pr~or written corsent. The City shall timely give the termination
notice referred to in the last sentence of paragraph 1 of the
Scorecard Agreement.
3. The City will not grant its consent or approval
under or 1n respect of the Scoreboard Agreement (such as, withaut
limi tatil~.1, to increase the number of "Company Products," to
approve the design of advertising panels or to grant additional
point of sale advertising rights) or the Scorecard Agreement (such
as, without limitation to approve an assignment or extension
thereof) without the prior written consent of The Phillies, WhlCh
shall not be unreasonably withheld or delayed. The City shall
enforce dnd shall not waive compliance with all of the obligations
of the other parties under the Scoreboard Agreement and the
Scorecard Agreement. .
,/1 ,/1 '
~-,-.
--f
/) IJ /' ,o? i'1 t''''; ",..'
f,~.'~'c/J. \.oo!:..
l, ~: ,.~' (.:j,' ,',,~ ~ _,.;,r:
/1///(; / I)
I,
,
.~+. -
IJ
i ;
'. .
t
,
I
\
~
."
. ,~..
4. The City shall remdin responsible for the
perl)rmanCe of all its obligations under both the Scoreboard
Agreement and the Scorecard Ag~eement, including without
limltation its obligation to support, maintain and repair the! new
scoreboard under paragraph 3.of the former. However, The Phillies
wil~-pay for the electricity to operate the new scoreboard and
will replace burned out scoreboard light bulbs.
5. The wording to be shown on the non-commercial panels
referred to in the second sentence of paragraph 4(a) of the
Scoreboard Agreement shall be as the City and The Phillies may
agree.
6. The City shall timely collect from the other party
thereto all amounts payable under the Scorecard Agreement and
shall pay such amounts over to The Phillies within five business
days after the City's receipt of each installment thereof.
7. The City shall use its best efforts to cause The
Phillies to be added as a named insured under the policies of
liability insurance carried under paragraph 5 of the Scorecard
Agreement and to provide The Phillies with evidence of such
insurance which cannot be cancelled or amended without 30 days
written notice to The Phillies. .
below.
Please signify your agreement by signing 1n the space
Very truly yours,
THE PHILLIES
By
O~(~
General Partner
Agreed:
CITY OF CLEARWATER, FLORIDA
By:~~J!~~
Cit' Ma ager
/
-2-
I
I
10-10-84:WYW
AGREEMENT RELATING TO JACK RUSSELL STADIUM
-r#
Agreement dated October Ir~1984 by and between the City
of Clearwater, Florida, a municipal corporation, located in
Pinellas County, Florida (the "City"), and The Phillies, a
Pennsylvania limited partnership, whose principal office and
mailing address is at Veterans Stadium, P.O. Box 7575, Broad
Street and Pattison Avenue, Philadelphia, Pennsylvania 19101 (the
" Club" ) .
The parties, in consideration of the mutual covenants
and promises herein contained, agree as follows:
1. Lease. The City hereby leases and demises to Club,
at an annual rent of $1.00, the premises described as Parcell in
Schedule 1 hereto, together with the sports stadium and all other
improvements thereon erected (collectively the "Premises") and
together with the exclusive right to use all fixtures, equipment
and personal property now on or used in connection with the
Premises, whatsoever (except the concession equipment owned by the
City's present concessionaire and the 9-gang mower which is now
used to mow the outfield grass but which is not kept on the
Premises), including without limitation maintenance equipment,
appliances, vending machines, air conditioners, tools, wiring,
furniture and supplies. The minimum term of that lease and of
this Agreement shall start on January 1, 1985 and end on December
31, 1988. The term of the lease shall be automatically extended
on a year-to-year basis through December 31, 2000, unless the Club
C '
(/?'- -
/-
.(/1
I
I
! shall terminate it as of any sooner December 31, starting with
December 31, 1988, on at least 60 days written notice of
termination to the City (the minimum term as it may be so extended
being referred to below as the "Term"). The Club shall have the
exclusive use of the Premises during the Term. If for any reason,
whether or not within the control of either party, the Club shall
be denied the exclusive use of the Premises, it may (without
prejudice to any other rights or remedies) terminate the Term and
this Agreement upon 30 days written notice to the City. The Club
shall be solely entitled to all revenues produced on and from the
Premises, including without limitation all admission, advertising,
display right, radio, television, concession and parking revenues.
The City represents and warrants that it has not granted to others
for any period after December 31, 1984 any rights relating to
advertising, display rights, radio, television, concession,
parking or the like in respect of the Premises, except as stated
in the agreement dated June 21, 1984 between the City and Florida
Coca-Cola Bottling Company and in the agreement dated November 23,
1982 between the City and Harry A. Nichols.
2. Use. The Club agrees to continue as heretofore to
use the Premises as its spring training home stadium, playing at
least 10 home exhibition games there each spring during the Term.
The Club also agrees, starting with the 1985 minor league season
and continuing at least through the 1988 season, to cause a
Florida State League team to use the Premises as its home stadium,
subject only to matters beyond the Club's reasonable control, such
as the possible elimination of minor league baseball from the
-2-
i"'
-,
I
I
,Clearwater area due to Major League expansion. The team shall be
,
owned by or operated, under standard player development contract,
for the Club, or by or for any corporation or partnership which is
controlled by the Club, as more fully set forth in paragraph 10
below.
3. Improvements.
The City agrees to cause the
following improvements to be made to the Premises prior to March
1, 1985, in a good and workmanlike manner:
(a) Field lighting that will provide
adequate lighting for baseball night play of
not less than 70-foot candles for the infield
and 50-foot candles for the outfield.
(b) Replacing all existing wood
grandstand seats and brackets with a
substantially comparable number of aluminum
benches with backrests and arm rests.
(c) Replacing all box seats with new
aluminum 21" seats, provided that the 800 box
seats that were recently refurbished need not
be so replaced until on or prior to March 1,
1987.
(d) Taking all steps necessary to
waterproof and eliminate totally any leakage
of water into all under-stadium rOOms and
spaces.
(e) Complete the sodding of all areas of
the playing field (other than basepaths,
-3-
, '
, .,
I
I
pitching mound and other areas not customarily
grassed) with sod of the same quality as the
presently grassed infield areas.
(f) Installation of the new Fairplay
scoreboard.
The Club agrees to cause the following improvements to be
made to the Premises, in a good and workmanlike manner:
(i) By March 1, 1985, the offices shown
in the plans and specifications already
approved by the City.
(ii) Such other improvements, if any, as
the Club shall from time to time consider
necessary or desirable, subject to the City's
approval of the plans and specifications
therefor, which approval shall not be
unreasonably withheld or delayed.
All improvements and any maintenance equipment then used and kept
on the Premises shall remain on the Premises and become the
property of the City at the end of the Term. The Club may remove
all of its other equipment, furnishings and other personal
property and all trade fixtures at the end of the Term.
4. Maintenance and Repair. During the Term the Club
shall keep the playing field and all open, grassed and paved areas
on the Premises outside the stadium and any improvements made by
the Club pursuant to clause (i) of paragraph 3 in good order and
condition and shall be responsible for all necessary maintenance,
repair and restoration thereof, whether ordinary or extraordinary,
-4-
I
I
and for the maintenance, repair and restoration of all maintenance
equipment it requires to do so. The Club shall also replace
burned out or broken light bulbs in the field lighting system, as
needed.
During the Term the City shall keep the rest of the
Premises, including without limitation the stadium, field house
and all other buildings, fences, structures and improvements
thereon erected, in good order and condition and shall perform all
necessary maintenance, repair and restoration thereof, ordinary
and extraordinary, structural and nonstructural.
The cost of any repair or restoration that is otherwise
performable by one party but that is caused by the fault or
negligence of the other party shall be the responsibility of the
latter, but only if and only to the extent that the cost may
exceed related insurance proceeds.
In the performance of their respective obligations under
this paragraph 4, the Club and the City shall comply with all
applicable health and safety code requirements.
5. Utilities. The Club shall pay for all utilities
used on the Premises during the Term.
6. Insurance. At all times during the Term: (a) the
Club shall carry public liability insurance as to the Premises,
with limits of at least $500,000 for injury to or death of one
person, $1,000,000 for injury to or death of all persons from one
event and $50,000 for property damage, and (b) the City shall
carry fire insurance, with extended coverage and with waiver of
subrogation as to the Club, upon the Premises, with limits of at
least $5,000,000, provided that the City may self-insure the first
-5-
,\ <.
I
I
-$300,000 of such coverage. Such policies shall not be subject to
amendment or cancellation without at least 30 days written notice
to the other party.
7. Sublease. The Club hereby sublets the Premises to
the City on the following terms and conditions:
a. The sublease term shall consist of up to
30 days in each year during the Term that the City
shall in each case request by at least 10 business
days written notice to the Club specifying the date
and nature of the proposed use and to which the
Club shall consent. The Club shall not withhold
its consent if the date does not conflict with a
scheduled use by the Club, unless in the Club's
reasonable judgment the proposed use will be
detrimental to the Premises or to the Club.
b. The City shall reimburse the Club, within
10 days after invoice therefor, for the actual
expenses incurred by the Club in respect of each
such use pursuant to the sublease, such as without
limitation the cost of preparing the field for and
restoring the field after such use, the cost of day
of game personnel, field lighting costs and the
like, but only to the extent, if any, that the
aggregate expenses in any calendar year during the
Term may exceed the rent payable by the City under
clause (c) below.
-6-
~, '... '-,
~. c.
I
I
c. The City shall pay the Club as annual rent
for such sublease an amount equal to the sum of all
property (real, personal, tangible and intangible),
use and occupancy, admission, sales and use, or
other similar or dissimilar taxes, assessments or
impositions taxed, imposed or assessed by the City
or any other local (as opposed to state or federal)
taxing authority upon the Club or any Affiliate (as
defined in paragraph 10) in respect of or in any
way directly or indirectly relating or attributable
to its use of or operations on the Premises during
that year. Each such amount shall be paid, upon
invoice by the Club to the City therefor, in an
amount and at the time as shall, in each case,
enable the Club to pay such tax, assessment or
imposition before the same shall become delinquent
or incur interest or penalties or late charges.
8. Parking. The City shall provide to the Club without
charge the right for the Club and its employees and invitees to
park on the land described as Parcels 2, 3 (other than within the
fenced-in baseball diamond area) and 4 in Schedule 1 hereto (the
"Parking Areas") during all events at, the Premises that are open
to the public. Neither the City nor the Club shall charge or
authorize others to charge for such parking, except that the City
may continue present parking arrangements (including 50 free,
preferential parking spaces for allocation by the Club) during
regularly scheduled Club spring training games, with the City
-7-
-. ~ ..
1
,
having the right to increase parking fees therefor from time to
time after the 1988 season but only by a percentage in each case
that shall not exceed the percentage increase in the Club's
average ticket price for such games between the 1984 season and
the season in question. The Club shall have no other right to use
and no obligation whatsoever of maintenance or otherwise in
respect of the Parking Areas, except that it may conduct or
authorize lawful concession sales on the Parking Areas and
contiguous walkways before, during and after events at the
Premises.
9. Condemnation. In the event of any substantial
taking of all or any substantial part of the Premises under the
power of or in the nature of eminent domain, the Club shall
participate ln the award, as its interests may appear, and may
elect to terminate this Agreement as of the date of taking.
10. Assignment. The Club may elect to have the
Florida State League team operated by a majority-owned corporation
or by a limited partnership of which the Club is the sole or
managing general partner, which corporation or limited partnership
shall always be under the control of the Club and shall be herein
referred to as an "Affiliate". The Club or its Affiliate may
operate the Florida State League team itself or through another,
pursuant to a standard player development contract. The Club may
assign its rights hereunder to an Affiliate and/or to such an
operator. In either case, however, the Club shall remain
responsible to the City for any failure by that Affiliate and/or
operator to perform the Club's obligations hereunder. Otherwise,
-8-
" .~ o~ 1_
,; 'J' .
-. ~::- (1"
. .
1
I
neither party may assign its rights or obligations hereunder
without the prior written consent of the other.
11. Termination for Cause. In the event of any material
default by either party in the performance of its obligations
hereunder, which shall not be cured (or commenced to be cured,
with such curing thereafter being diligently and in good faith
prosecuted to completion) within 10 days after written notice of
default by the other party specifying with particularity the
nature of the default, then the aggrieved party may, in addition
to any other rights or remedies it may have in respect of such
uncured default, terminate this Agreement.
12. Inspection. The City may, at reasonable intervals
and with reasonable notice, inspect the Premises from time to time
during the Term.
13. Miscellaneous. This Agreement represents the entire
agreement between the parties relating to the Premises and
supersedes all such other agreements, including the agreement
dated October 17, 1977. This Agreement shall benefit and bind the
successors and (to the extent assignable under paragraph 10) the
assigns of the parties. All notices to the City shall be
addressed? attention City Manager, to P.O. 4748, Clearwater,
Florida 33518-4748 and all notices to the Club shall be sent,
attention President, to the mailing address set forth above or to
such other address as either party may from time to time by such
notice respectively specify.
IN WITNESS WHEREOF, the parties hereto have set .their
-9-
. ,
.,.
"
I
, . to
... '.-
,
. hands and seals the day and year first set out above.
Attest:
~fU/4
-10-
B
Attest:
~i~L~
,C~ tyClerk ,-
THE PHILLIES
By
w~(,44.
General Partner