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THIRD AMENDMENT TO LEASE AGREEMENTS/JACK RUSSELL & CARPENTER . ~..... ' .' .. I I THIRD AMENDMENT TO LEASE AGREEMENTS RELATING TO JACK RUSSELL STADIUM AND CARPENTER COMPLEX This Third Amendment to Lease Agreements is dated this ~ ~y of November, 1989, 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 set forth below, agree as follows: 1. Th i s Th i rd Amendment modifi es the Lease Agreements respect i ve ly Relating to Jack Russell Stadium and to the Carpenter Complex, which were entered into between the parties on October 18, 1984 and January 28, 1987, respectively, and which were both subsequently modified on October 21, 1987 and on August 3, 1989 (herein, collectively the "Lease Agreementsll). Except as expressly modified herein, all other terms of the Lease Agreements remain in full force and effect. 2. Paragraph 3 of each of the Lease Agreements is amended to read in full as foll ows: "3. The City agrees to effect the improvements related to Jack Russell Stadium and the Carpenter Field Complex described in Exhibit 1 hereto (the II Improvements") on the foll owi ng terms and conditi ons: a. The City shall effect the Improvements in a good and workmanlike manner. b. The City shall use its best efforts to compl ete the Improvements prior to February 1, 1990 and believes that it can do so, subject to delays resulting from strikes, fire, flood, hurricanes, high winds, civil unrest or the like and delays in obtaining (notwithstanding the exercise by ~ \ . I I out-of-pocket expenditures to unrelated third parties to procure the work and materials necessary to effect the Improvements and does not include any salary or other overhead expenses whatsoever of City personnel in any way involved in effecting the Improvements, provided that the City shall be credited as "spending" the cost to City of any City-owned materials and the hourly wages of any City employees used to perform the work, incases where City can demonst rate that the use of such materi a 1 sand employees is no more costly than procuring the same from unrelated third parties. d. The City shall provide to The Phillies, within twenty working days following the end of each month between the date of the respective Second Amendments to the Lease Agreements and the date of the completion of all of the Improvements and of any additional improvements pursuant to Paragraph 4 below, an accounting certified by its chief financial officer enumerating with particularity the out-of-pocket expenses incurred by the City in compliance with the terms of thi s agreement. 11 3. Pa ragraph 4 of each of the Lease Agreements is amended to read in full as foll ows: 4". It is the expectation of both parties that the Improvements can be effected by the City in accordance with Paragraph 3 above (and the comparabl e provi si ons of the Second Amendment of the other Lease Agreement dated August 3, 1989) for less than $1,156,000. In that event, the City shall not use the balance to effect additional improvements related to Carpenter Field and/or Jack Russell Stadium but rather, the balance shall be applied to reduce the original principal amounts and the payments based thereon as referred to in Paragraph 7 of the Lease Agreement relating to Jack Russell Stadium, as amended hereby, starting with the 1990 payment. If, however, the Improvements cannot be so effected within the $1,156,000 limit, then the City will so advise The Phillies as soon as it so determines and The Phil lies shall within 10 working days either direct which Improvements will be foregone or scaled back to effect the needed saving and/or The Phillies will < "~ " " ' I I Beginning December 1, 1990, and on December 1 of each year thereafter through and including December 1, 1994, The Phillies shall annually pay to the City the sum of $86,600, or a total of $433,000, which payments are based on $356,000 in original principal amount and a rate of return to the City of 8 percent per annum. In the event of a player strike, lockout or other labor dispute or by any other cause, not the fault of the City, resulting in the cancellation of all spring training games. The Phillies may elect to extend the repayment period for one year, but such extension shall not excuse payment of the annual rate of return on the unpaid principal as of December 1 of the year in which the spring training games were cancelled. The Phillies may extend the repayment period not more than once pursuant to this paragraph regardl ess of the number of years in whi ch spri ng trai ni ng games may be cancelled. Such payments shall be deemed additional rent, and shall be subject to the Florida Sales Tax, which shall be paid by the Phillies." 5. A new Paragraph 8 is added to the Lease Agreement relating to Jack Russell Stadium, as amended to read in full as follows: "8. Beginning April 15, 1995, and on April 15 of each year thereafter through and including April 15, 2000, The Phillies shall pay to the City, as additional rent, 25 percent of the gross sales (net of sales, admissions or like taxes) of spring training tickets at Jack Russell Stadium in excess of 4,600 tickets per game. However, in the event of a player strike, lockout or other labor dispute that results in the cancellation of any spring training games, the City's right to receive such additional rent shall be extended through the 2001 season for a number of games equal to the number of games cancelled as a result of any labor dispute. Such payments shall be deemed additional rent, and shall be subject to the Florida Sales Tax, which shall be paid by the Phillies." IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first set out above. -t\.)o , , . ..; I ~ I I Approved as to form and correctness: At test: ~ ~- "(~"2-. ~ . .. ..1nth i a .Goudeau City Clerk By: TH E PHI L LI E S ~d~-' ~M William ~ Giles President & General Partner Attest: r;: S;~_ ~ ' ' ~ \.: ~~, ~ ... . ~: ~- , I . EXHIBIT 1 The specifi c improvements to be made by the City are 1 i sted be low with their estimated costs. 1. EXPANSION OF BLEACHER SEATING AT JACK RUSSELL STADIUM: $480,050. Remove and donate to the City the existing 800 bleacher seats along the left field line. Remove and relocate batting cages, currently located along the right field line inside the stadium, to a location outside the stadium walls. Extend bleacher seating, complete with backs and arm rests, in a cross- sectional configuration similar to that of the existing stadium. It is anticipated that at 2,750 seats, less the 800 deleted existing bleacher seats, can be added. Total available seating would be at least 7,000. 2. CONCESSION STANDS AND REST ROOM FACILITIES AT JACK RUSSELL STADIUM: $408,676. Construct new concession stands under proposed bleacher expansions, renovate existing concession stands as necessary, renovate and increase the size of the existing ladies rest room and renovate the existing men's rest room. Const ruct new rest rooms under the proposed bleacher expansi on. Add fencing, ticket booths and miscellaneous improvements. 3. VISITORS CLUBHOUSE AT JACK RUSSELL STADIUM AND EXPANSION TO PHILLIES CLUBHOUSE: $205,404. Construct new visitors clubhouse to include umpires' dressing room and, if desired by the Club, additional office space. 4. BOLLARD FENCE AT JACK RUSSELL STADIUM: $4,000. Construct bollard fence around existing parking lot. 5. CARPENTER FIELD BLEACHERS: $8,000. Purchase and install eight sets of 50 seat aluminum bleachers for Carpenter Field. 6. CONTINGENCY: $49,870. Balance available for contingencies or for use as contemplated by paragraph 4 of this Second Amendment to Lease Agreement to which this is an Exhibit.