CLEARWATER STADIUM TERM SHEET
09/08/2000
CLEARWATER STADIUM PROJECT TERM SHEET
These terms are subject to the City of Clearwater's ("City') and The Phillies' ("Team ')
ability to agree upon definitive terms and conditions and to enter into definitive forms of legally binding
agreements necessary to implement the Clearwater stadium project (the "Project ') in accordance with all
requirements of applicable law. Any and all references to Team shall, at its option, refer instead to an entity
wholly owned by The Phillies created for purposes of the Project and any and all references to City shall,
at its option, refer instead to an authority or other public or quasi-public entity designated by City for
purposes of the Project, provided that Team and City shall each fully stand behind its affiliate or designee.
SITE:
This term sheet is based on the understanding that the site of
the Project will be the 33.1 acres currently occupied by St.
Petersburg Junior College athletic fields located north of
Drew Street, south of Sharkey Street and west of Old
Coachman Road. The site has been selected by City and City
will hold harmless the Phillies against any claims by adjacent
or nearby property owners alleging any adverse effect on their
properties by development or operation of the Project. Ifthe
. parties jointly determine that this location is not an acceptable
site for the Project, they will use best efforts to locate an
acceptable alternative site and to agree on any necessary
changes to the terms herein set forth.
THE PROJECT:
The Project shall include: (1) an open air, natural grass
ballpark meeting first class Major League Baseball spring
training standards, with approximately 7,000 fixed seats,
(including premium seating and group areas) and an outfield
berm seating area accommodating approximately 1,000 fans
and including all clubhouse facilities, batting tunnels, Team
office space and other elements of such a stadium; (2) one full
size, lighted practice field; (3) one practice infield; and (4)
on-site parking for approximately 1,000 vehicles plus
player/staff/VIP parking for approximately 175 cars. The
Project may include such facilities as a restaurant/sports bar,
a souvenir/sporting items store, a health/fitness facility etc.
The site and a very preliminary conceptual configuration of
the Project are generally outlined on Attachment 1.
FUNDING:
The funding for the "all-in" Project cost (meaning all hard and
soft costs) shall come from the following sources: the net
proceeds from City's bonding of $500,000 per year for 30
years from the State and net proceeds from City bonding of an
amount from the County having a net present value of
$7 million. City will (in addition to its other obligations set
forth in this term sheet) make a capital contribution to the
Project in the amount of $5 million. Team shall contribute
the balance necessary to complete the Project and Team shall
bear the risk of cost overruns; provided, however, that Team
shall contribute at least $3 million. All of such public source
funds shall be available for the Project no later than 7/1/01,
provided that the City will make its best efforts to complete
the bonding ofthe State and County contributions by 10/1/01.
Team shall add the funds necessary to complete the Project as
and when needed.
PROJECT DESIGN
AND DEFINITION:
Team will observe the requirements of the Consultants
Competitive Negotiation Act in selecting and will then
engage the providers (the "Architects") of the architectural
and engineering services necessary to design the Project and
to define its elements in detail sufficient to bid the
construction and support the construction documents (the
"Construction Documents"). Team will pay all of the
Architects' fees and expenses as part of its contribution.
SITE PREPARATION:
City will by June 1, 2001, be responsible for appropriately
dealing with any environmental, geotechnical or other site
conditions that would adversely impact the cost or speed with
which the Project can be completed, including without
limitation effecting any remediation to the extent required by
law. Team shall pay the first $250,000 cost of such site work
and City shall pay any additional cost of such site work, up to
a maximum of an additional $250,000. If the costs of such
site work and of its impacts are reasonably estimated by the
parties to exceed $500,000, then either party may terminate
the Project. Team shall pay $15,000 for geotechnical studies
of the Site. City shall pay the balance of the cost of such
studies. City shall hold Team harmless from any liabilities
arising under environmental laws from Team's use of the
Project, except to the extent caused by the wrongful or
negligent acts of Team.
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CONSTRUCTION
OF IMPROVEMENTS:
OWNERSHIP:
USE AGREEMENT:
TERM:
TEAM COMMITMENT:
OPERATING
RESPONSIBILITY:
The improvements included in the Project will be built in
accordance with the Construction Documents by a
construction company chosen through a competitive selection
process by Team. In view of its bearing the risk of overruns,
Team shall have the right to make additive or subtractive
change orders, so long as the Project stays within the Project
definition.
The site and the facilities comprising the Project will be
owned by City.
Team will enter into a use agreement with City giving Team
the exclusive use of the Project during the Term, subject to
the Partnership Events referred to below and to certain civic
uses to be agreed upon (e.g. Youth Baseball games) that do
not interfere with the use of the Project by Team. For such
use, Team will pay rent to City an adjustable rent in the
annual amount of $70,000, which amount shall be adjusted
each year by the change in the local Consumer Price Index.
Team shall receive a credit against such adjustable rent for all
Project operating and maintenance labor costs paid by Team
and for all field maintenance supplies and other expenses
incurred in the discharge of the Team Maintenance
Obligations (as referred to in "Maintenance" below) and for
the share of utilities paid by Team.
From the date of Team's occupancy following substantial
completion of the Project (which shall be no later than
1/1/03), for a term of 20 years through 12/31/2022. Team
shall have one five-year extension right and City and Team
may mutually agree upon three additional five-year
extensions. Team shall commit to keep its Florida State
League team at the Project for at least 3 years following
completion of the Project and has no present intention to
relocate thereafter.
Team shall make the ballpark its spring training home field
for the entire term.
Team shall operate and manage the Project and shall employ
the staff necessary to do so. Team shall pay 25% ofthe costs
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MAINTENANCE:
CAPITAL:
TAXES, USE CHARGES
AND SURCHARGES:
of utilities serving the Project and City shall pay the
remaining 75%.
T earn shall provide the labor necessary to (l ) perform interior
cleaning and light housekeeping, e.g. changing bulbs, towels,
etc and (2) maintain the three playing fields, the luxury suites
(other than the one for City's use) and the restaurant (the
"Team Maintenance Obligations"). City shall acquire for
T earn and make available to Team (but at Team' s expense) all
field care supplies (clay, sod, sand, fertilizer, chemicals etc)
and other supplies necessary for Team to discharge the Team
Maintenance Obligations relating to the three playing fields.
Other than for the Team Maintenance Obligations, City shall
have the obligation to provide all ordinary and necessary
maintenance of and repairs to the Project (including without
limitation the parking lots and all other exterior areas
excepting the playing fields).
City shall have all capital repair, refurbishment, restoration
and replacement obligations, as necessary to keep the Project
at all times in first class condition and up to first class Major
League Baseball spring training stadium standards at the time
of reference. Team and City shall annually agree on the
nature and extent of any capital repairs or improvements and
whether any capital reserve fund is necessary and in what
amount, which shall be that amount customary for a facility
of the size, nature and scope of the Project. Following
completion of the Project, the parties shall designate and
equally pay a mutually acceptable consulting engineer to
annually determine what capital repairs, refurbishments,
restorations and obligations are to be done currently and
schedule those to be done in the future.
It is the intent of the parties that the Project (land and
improvements) shall be exempt from real estate taxes or
payments in lieu of real estate taxes throughout the Term.
City shall throughout the Term hold Team harmless from all
other local (as opposed to Federal, State or County) taxes
(except for income, sales and like taxes of general
application), including without limitation amusement/ticket
taxes, any increase in the sale tax rate applicable to tickets,
use and occupancy taxes and surcharges on Project-derived
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revenues. However, should the Project become subject to
ad valorem property taxes, then the parties shall each pay an
equal one-half of the net ad valorem taxes due and payable
after deducting any City ad valorem taxes, which shall be paid
by City. The parties will ask Pinellas County to return its
share of such taxes and the parties agree to cooperate on
legislation to exempt the Project from such taxes.
REVENUES:
During each 12-month period following the occupancy date,
City shall be responsible at its expense for the booking and
conduct of concerts, plays or other significant revenue
producing events (each, a "Partnership Event") of a nature
that will not damage the playing fields or cause unreasonable
wear and tear to the structures and are not inconsistent with
the image of Major League Baseball and Team, in Team's
reasonable judgment. The net proceeds from such events
from all sources (including parking and concessions), will be
split evenly between City and Team. City shall book and
conduct at least six (and may book up to twelve) such
Partnership Events.
City shall receive 1/3 of any net revenue derived from the sale
of the right to name the stadium and shall have the right to
approve any such sale, which approval shall not be
unreasonably withheld.
Otherwise, Team will retain all net revenues generated on and
from the Project during the Term from all sources, including
without limitation, all revenues from: (1) 2/3ds of any net
revenue derived from sale of the right to name the stadium;
(2) tickets, premium seating, concessions, signage,
merchandise, broadcasting, sponsorships, parking; (3)
restaurant/sports bar, souvenir/sporting goods and other
synergistic uses, (4) fantasy camps; and (5) any other events
held at the Project that are not Partnership Events. As between
the parties (and subject to the terms for Partnership Events),
Team shall be entitled to any net revenues generated by events
at the Project from parking at all ofthe following locations:
the Proj ect, Carpenter Field, St. Petersburg Junior College and
the Florida Power Corporation right of way. Team will pay
a total of$1250 (adjusted for changes in the local Consumer
Price Index) per spring training game to civic organizations to
staff parking at all of those locations.
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CITY SERVICES: City will provide all appropriate City services, including
without limitation, interior and exterior security, anti-scalping
and traffic control, at appropriate levels of coverage for all
events. However, except for civic events only (and subj ect to
the terms for Partnership Events), Team will pay for such
on-site police and paramedical coverage as Team deems
necessary.
PERMITS AND APPROVALS: Provided that Team pays all applicable fees therefor and
subject to "Conditions to City's Obligation" below, City will:
(1) provide or secure all zoning, subdivision, land use, curb
cut, construction and all other similar and dissimilar
governmental or quasi-governmental approvals, licenses and
permits necessary to construct and operate the Project,
including creating access from Drew Street; and (2) perform
and pay for necessary public infrastructure costs and do so in
a fashion that shall not delay (except as due to appeals taken
against timely City approvals) the commencement of
construction on October 1, 2001 or its timely prosecution
thereafter.
MARKETING/PROMOTION The Use Agreement between City and Team will include a
provision that would trade out value in marketing programs
from Team to match the financial contributions made by
Pinellas County to the Project. Those marketing programs
could include destination advertising, tourism public relations
campaigns, tourism direct sales activities, and any other
mutually agreed upon marketing program. Each year the
T earn would meet with representatives ofthe Pinellas County
convention & Visitors Bureau and agree to a specific program
of destination marketing and/or ticket opportunities
equivalent to the dollar value of the County contributions.
Team shall provide to City twelve tickets per spring training
exhibition game and one luxury suite for use by City for each
such game for economic development and other public
purposes.
DISASTER STAGING AREA
City may, in each instance of actual or imminently threatened
natural disaster, use the Project as a staging area for disaster
preparations, response or other related uses, provided that
such use of the Project will not damage the Project so that it
is unfit to be used for its customary purpose and that there
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CONDITIONS TO TEAM'S
OBLIGATION:
CONDITIONS TO CITY'S
OBLIGATION:
will not be any cost to Team and that City will immediately
restore any damage to the playing field or any other element
ofthe Project. City shall not be responsible to Team for any
loss of revenue or consequential damages resulting from such
use ofthe Project, except any attributable to its failure to duly
effect any such restoration and restore full use of the Project
to Team immediately following the end of the disaster.
.
A construction contract with an acceptable contractor,
as described above, for a price and on terms that are
reasonably satisfactory to Team has been entered into
by 1/31/01 for pre-construction and construction
services leading to an acceptably priced contract by
9/1/01; provided that Team may reasonably reject a
contract if the "all-in" cost (meaning all hard and soft
costs) is greater than $24 million.
· A definitive use agreement, on terms that are both
reasonably acceptable to Team and City and
consistent with this term sheet, has been entered into
by the deadline imposed by OTTED.
· City site work completed by 6/1/01 and soil studies
disclose no geotechnical reason that would impede the
construction.
· City funds available by 7/1/01.
· If, despite City's best efforts, the full State and County
contributions are not available to Team for use in the
Project by October 1, 2001, Team may in its
discretion terminate the Project and all of its
agreements relating thereto, in which event City shall
promptly reimburse Team for all expenditures made
and obligations incurred in respect of the Architects'
fees and expenses.
If the cost to City of effecting all public infrastructure costs
necessary for the Proj ect as required hereby shall be
reasonably estimated to exceed $300,000, City may on or
before January 1, 2001, in its discretion terminate the Project
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and all of its agreements relating thereto, in which event City
shall promptly reimburse Team for all expenditures made and
obligations incurred in respect of the Architects' fees and
expenses.
JACK RUSSELL STADIUM
LEASE:
The Jack Russell Stadium lease shall terminate on the first
day of the term of the use agreement relating to the Project,
with no further obligations by either party.
CARPENTER COMPLEX
LEASE:
The Carpenter Complex lease will be amended to: (1) extend
for a term coextensive with the term of the use agreement
relating to the Project; (2) conform the use, parking and
revenue allocation provisions ofthat lease to the comparable
provisions ofthat use agreement; and (3) call for fixed rent at
the annual rate of $204,000 for 20 years.
This Term Sheet accurately reflect the basic terms of the business deal between the
City of Clearwater and The Phillies, pertaining to the development, financing, planning,
construction and operation of a new stadium and adjacent facilities, all as to be more specifically
set forth in definitive stadium development and use agreements to be prepared and entered into by
the City and the Team as soon as is reasonably possible.
CITY OF CLEARWATER, FLORIDA
By:
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Brian j~~Mayor
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Attest:
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thia E. Go.udeau
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THE PHILLIES
By:
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David P. Montgome ,
Partner, President &
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