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PROJECT AGREEMENT. PROJECT AGREEMENT � �� This Agreement ("Agreement") is hereby made and entered into on �e�ertrber <P , 2011 between the City of Clearwater, Florida, a municipal corporation of the State of Florida (the "City") and Phillies Florida LLC, a Delaware limited liability company (the "Phillies") (each party individually referred to herein as "Party" or collectively as the "Parties"). WHEREAS, the City and the Phillies are parties to that certain Baseball Training Facility Lease Agreement dated December 31, 2000, as heretofore amended (the "Carpenter Complex Use Agreement"), which sets out the terms and conditions for the Phillies' use and occupancy of, and of the Parties' respective rights and obligations in respect to, certain property commonly known and referred to herein as the Carpenter Complex (as more particularly described in Exhibit "A" attached thereto and incorporated therein); and WHEREAS, the City and the Phillies are parties to that certain Sports Facility Use Agreement dated December 31, 2000, as heretofore amended (the `Bright House Field Use Agreement"), which sets out the terms and conditions for the Phillies' use and occupancy of, and of the Parties' respective rights and obligations in respect to, certain property commonly known and referred to herein as Bright House Field (as more particularly described in the "Site Plan," as that term is therein defined); and WHEREAS, the Parties have agreed that certain improvements should be made to each of the Carpenter Complex and Bright House Field (collectively herein referred to as the "Project") pursuant to plans and specifications prepared by the City's architect of record, Wannemacher Jensen Architects, Inc. and bearing its project number 1134. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each, the Parties agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated in and form a part of this Agreement. 2. The Project. a. In accordance with Subsection 10.2 of the Carpenter Complex Use Agreement, the following shall be done at the Carpenter Complex and shall be governed by the Carpenter Complex Use Agreement: i. On a site that is separated from the existing Clubhouse on the East by existing pitching mounds, construction of a new 20,710 square foot m/1 training building to include: A. A 4,831 square foot m/1 open weight training — cardio room, surrounded by a training room, storage space, office space, 18 lockers, toilet facilities, a laundry/janitor room and a mechanical room. and storage. B. Six batting tunnels, adjoined by a staging area, video room ii. Renovation of the existing 3,420 square foot m/1 building to the North of the Clubhouse to house two batting tunnels. iii. Addition of a covered walkway connecting to the Southeast side of the Clubhouse. iv. Relocation of the two fencing and warning tracks of the baseball fields that adjoin the Clubhouse and the addition to each of a new gate to access the new weight training — cardio building and covered walkway. v. Replacement with landscaping of the existing concrete slab/open- air hitting cages now on the North side of the entrance drive. b. In accordance with Subsection 10.2 of the Bright House Field Use Agreement, the following shall be done at Bright House Field in an area under the seating bowl 2 that is near the home dugout and shall be governed by the Bright House Field Use Agreement: (i) construction of one or two batting tunnels; (ii) creating a concrete walkway; and (iii) adding a new door to access those new facilities from the home dugout. The Project will be managed by the Phillies and effected by a construction company that the Phillies select through a competitive procurement process that complies with applicable legal requirements for the bidding and awarding of construction contracts for public works projects to the same extent as if the City had undertaken such bidding and awarding of the contract, including but not limited to, all requirements of the Florida Statues and the City of Clearwater Code of Ordinances. d. The City will fund the Project up to a maximum of Two Million Nine Hundred Thousand Dollars xx/100 ($2,900,000), which will be disbursed through the City's purchase order process as appropriate invoices are received by the City from the Phillies. The Phillies will be responsible for any Project cost overrun above City's $2,900,000 contribution and theretofore will have the right to make additive and subtractive change orders, for which it shall be responsible to the extent of any excess. In no event shall the City be responsible to fund any amount over the amount set forth herein and the Phillies shall guaranty completion of the Project and indemnify the City for any amounts required over the City-funded amount in order to complete the Project. f. The City will purchase, bear the risk of loss with respect to and insure, for its own benefit and for the benefit of the Phillies, all construction materials specified by the Phillies. g. In order to discharge the City's duty to insure Project materials as provided for in clause f. next above, the Phillies will, at its own expense, add the City as an additional insured under its builder's risk insurance for the Project and the City will (as a charge 3 against its funding commitment) reimburse the Phillies for that portion of the insurance cost that relates to construction materials purchased by the City. The Parties agree to adjust these procedures as may be necessary to conform to sales tax regulations. Approvals. The City agrees that at the time of execution of this Agreement, there are no unfulfilled City regulatory or permitting approvals relating to the Project. However, City's consent for the Project is conditioned upon the Phillies acquiring any necessary permits from applicable government agencies other than City. IN WITNESS WHEREOF, the Parties have executed this Amendment the day and year first above written. Countersigned: —� -- Frank V. Hibbard Mayor Approved as to form: Laura Mahony Assistant City Attorney PHILLIES FLORIDA LLC By: T hillies, its sole member By: cli.�ti1C-�a�. ,� David P. Montgomery (`�� General Partner, President And CEO � CITY OF CLEARWATER, FLORIDA By: � ,1�4�a�� William B. Horne, II City Manager Attest: Rosemarie Call City Clerk ��. lyF. :'�'� �� — Q _�_ � , � �� EXHIBIT A � D�MISED PRi+ MISES A_.tYll llKAiNAG� EASEMEIVT CARPENTER FIELD Th�t partian of the NE 1/4 of the 5E 114 oC Seetir�n ?, Township 29 Souih, Range 16 Eest, being mare and particuierly deseribed as Cc�liows, to wii: Commence at the Saut�west corner of the aL4resaid 1aE i.�4 af the SE I/4 of Sec2ion T, Towx�ship 29 Soutla, Range l6 East and run S 89° 47' 43" E, 239.I4 feet for a PQINT QF BEGINNING; then+ee cor�tinue S 89° 47' 43" E, 999_04 feet ta an interseeti�an with the western rig3�t oC way lIne af U.S. 19; thence atong ih9s las t describecl right ot way line N 0° 54' �4" E, 495.84 feek; thence N. 89° 05' 16" W, 3U.DU feet; thence N 0° 54' 44" E, 750.04 fe�et; thence S$9° OS' �fi" �� I�,DO feet� ih�nce N 0° 54' $;l" Ey 102,8$ t'eet to the E�st and West c��terline of the eforesaid section; thence r�n l�t 89° 59' 16" W, 841.03 .feet, the�ce S 2?° �5' 3i" W, 314.80 [eet, to an inters�ction w9th th� eastern right oI way line af Lhe Florida Power Corp. right of way; thence S 0° 41' 29" W, 1�&?.97 ieet along the aforeseid eastecn rYght o[ way lin� to the P_C?.B. �nd eontaining 29.98 $cres, more arless; SUB.iECT TO THE FOLLU+NIN� DE5CRIBED DRAINA�� EASEtv1ENTS: ALSt), AL,u�Oi - f1 5,� The North 50 feeE, t'he Esst 50 feet nC the sou#h 75D ieet of the North 852.88 feet, and the East 6q feet of the North 102.88 feet of the above deseri�ed property, Commenee at th� Sauthwest et�rner of khe hlortheast 1�'4 oE 2he Sautheast lj4 of said Section; th�nce along the South lin�e oI saici �iorth�ast 1!4 af #he Sauttteast 1J4, S. 89° 9T 4S" E., i237.47 [eet to ihe Wesi right-vi-way line of U. S. Highw�y 19, thenee along said Ii�e, N. 00° 59' �9" �., 495.84 teet; thers,ce N. 89° Q5' 16" W., 30.�t? fe�t, thence N. �0° 54' 4�" E., 644.24 feet; thence leaving said West right-ta%wey tine, N. 89° QS' I6" W., 5�.{ii1 feet to the POINT OP BEGtNNTPfiG; thsnee N. 4�1° i}2' 35" W., 219.39 ieet; it�ence slang a iine 50.OU faet South of and perali�i with ihe T�orth line of the Sa�theast 1/9 c�f sait3 Sectia�, S. 89° 5�' 18" E., 155.fl3 feet; #hence leavirag said line, S. 04° 54' 44" W., 157,69 feet io the P�3INT fJF SEGINNING; c:onit�ihIng 4.2$ acres mQre t�r less; Cornmence at the Sauthwest carne�^ of the N�rtheast 1�4 of �he Soatheast 1/9 of said Seation; thence alang' the South iine of s�id Ncrrftteast I/4 of the Southeast iJ4, S. 8�° 4?' 95" E., iQ63.67 feet to t�e Pt3�NT UF HEGINNING; � thence leavEng sAi�i tine3 N,. ] 1° 39' l9" �.� SUB.lB feet; thenee S. 89° 05' 16" �., 79.Q6 #eet #o the West right-of- way line t�f U. S. Highway 19; thenee alon� sa':d ri�ht-of- w�y lane� being ltf4 feet West of and parallei +witt� the East line of ti}e Southeasl 1/4 of said Seetian, 3. C�4° �9' +19" W., 996.$4 fest to the 5auth line vf th$ Northeast 114 of the Southeasi 1/4► thence alang said South iine� t�. 89° 97' 95" W., 173.79 feet to the POINT OF BE�GI�N�NG; eanteining i,49 acres rr�ore or less. u .� 3 0 rr a, a O V Q W � O a d C1 � 0 � W 3 o+�m �► o N r,9 v� � w �v I �,. `^ p1 n Iti h � � :�, � � e O 0 � � � Eos! -Wts! Csnicrlinc Seciion 7-Z9-16 � N 69° 59�l6�w 984,2�_ � .� � 4 i _ 0.3 � �,,�--� ;� � '"` �` � '� - � � �"� 155:03 �i 64' '� � m � �� ,51� �� ni �,q._� '� C? ��' �" � � a w � w .� .� » ra � O � � � � � Vr, � S� t7 0 � a �, r- � � .� � � e v> � � . � dl � k � 2 79 06` tn � N 99°05�15��W �+ 3f1.d0� � _a m , 1 m � � o► s � af �+ � � +� . � � 0 _ � z ►73.79` i39.�4' `C.P.4.8. S 89417�;3"� 999.04� � Sovth.re�t Car�tr o! 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AT NITTIN6 TUNNEL! —� r— —� r --i �� - � � ; � � � * � � �, � II II I II II ti I � � . :..", � � � � � wuam euv � � � I I"TCXwO MoYND I I ( II II I � � � � � � � � � � � � � � � � � � � � I I � TUN E��s I I I rI `IA�R GONDITIONEDIr�Jq I I INT[RI ROh�D� MI i 6T[AM FO,R �Rf6[NTARI M61MUM I MINIMVM INT�IIO�t CLlAR XEIONT TO BE 1�1'-0 i TO EMUCTURE I I I'ROVIDE C4LIN0 fAN6I I I � � � � � � � � � � ,°� I I �°� I I �°� I II II I --_ J L _ ___ _ J t__ _-__J STA6ING AREA 6TOREFRONT GLR NT 1E APPROIL �!' TO fTRUGTURF LLONO iOUTM WLLL DOORE �— � ouss � � � sa- s�oew�uc Rowu► 000R � L§--uMeor�ureeruTeoveRMUOC�worr ----------------------------------------------� '° ------- --------------------°------°-------------------------------------------------- NEW B'-0" TALL BLACK COATED CW4INLINK FENCIN6 W/ PADDIN6 AT TOP RAIL 2i O� �; W �LL NEW ED6E OF ORAVEL WARNIN6 TRACK EXISTIN6 SOD PHILADELPHIA PHILLIES TRAINING BUILDING ONE STORY OPTION - 20,710 SF I I � �� I s I � � � � I I I I � � � � � � � � I I I I I VIDEO I � TRAININO � � TUNNEL � � � � � � � � � I �� I L _ _ _ ' _ J BTOMOE ' VIDEO ROOM f0'i1Y' 161t13' 2b N � u 2 �x W ----, I I � I I I � I OCTOBER 31, 2071 WAI�INEMACHER JENSEN ARCHITECTS, WC. I i �----------�-----------------------------FOULLINE . I � — — — — — — — — — — — — — — — — — — — — — — — — � — — — — � x x I