HomeMy WebLinkAbout_4.6(c)--Consideration of Letter of Agreement with Big League Dreams USA GI �" Y � F
� � � ° � � � " � � CITY OF REDDING
REPORT TO THE CITY COUNCIL
MEETING DATE: February 21, 2023 FROM: Kim Niemer, Community
ITEM NO. 4.6(c) Services Director
***APPROVED BY***
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kniemer@cityofredding.org btippin@cityofredding.org
SUBJECT: 4.6(c)--Consideration of Letter of Agreement with Big League Dreams USA
re ardin overdue lease a ments and ca ital im rovement lan
Recommendation
Approve the Letter of Agreement with Big League Dreams USA, LLC, regarding payment of
past due lease obligations and its Capital Improvement Plan.
Fiscal Impact
Payment of past-due lease payments will ensure Big League Dreams USA (�LD) is compliant
with its contract with the City of Redding (City). In addition, the $182,818 in revenue pa}nnents
to the General Fund will allow the City to adjust back to what was originally budgeted as a result
of the contract. Having a reliable tenant in the Big League Dreams Sports Park (Park) will
provide an ongoing positiva impact to the General Fund as quarterly lease payments resume.
AZteNnative Action
The City Council (City) may decline to approve the attached Letter of Agreement and provide
staff with alternate directions.
Backg�ound/Analysis
In 2001, the City and BLD executed a lease agreement for a sports coinplex to be branded as a
Big League Dreams Sports Park. The Soccer Park was constructed in 2006 under a separate lease
agreement with the Shasta Regional Soccer Association. The Sports Park opened in 2004, which
started the thirty-five (35) year lease term. BLD was required to pay quarterly lease payments
equivalent to six percent (6%) of gross receipts after three years in operation. BLD paid over
$950,000 in lease payments through May 2019. Around the time the 2019 2n`� Quarter Payment
was due, a BLD representative called and requested an extension for the paylnent as the
corporation was having difficulties with internal staffing. The extension was granted verbally.
Report to Redding City Council February 15,2023
Re: 4.6(c)--Consideration of Letter ofAgreement with Big League Dreams USA Page 2
In December 2019, the City was contacted again by The CrisCom Company, representing BLD,
seeking discussion regarding the past due amounts. Again, an extension was requested due to the
passing of a major partner, the vacancy of the CEO, and other minor issues. The extension
request was granted until after January l, 2020. BLD indicated every intent to pay in full.
In February 2020, concerns about the Coronavirus began in earnest, and on March 19, 2020, the
City Council declared a State of Emergency. On March 17, 2022, BLD contacted former City
Finance Director Allyn Clark and informed her that it would be closing the park due to the
pandemic. During that phone ca11, BLD explained that the major contributing partner had passed
away, and that was continuing to cause a problem with reporting and payment. Director Clark
insisted the necessary reports be filed.
At the time of the call, BLD also indicated that a new partner had been identified. The Park
remained closed for the next four quarters or approximately one year. During that time, the City
Council approved several suspensions of lease payments (Soccer Park, Airport tenants, and Civic
Auditorium). Tharefore, staff did not see the need to treat BLD differently and did not continua
to press for the reporting and payments.
In May 2020, BLD contacted the City and informed staff that it had a potential new partner for
�LD. In June 2020, staff mat with the prospective new owner, who sought input from City
officials as his company continued to work through its d�ue diligence. In early January 2021, a
purchase agreement was executed with the new ownership. Tha City Council was formally
notified of this via email on January 29, 2021. Of note is that the original entity, Big League
Dreams USA, remains the legal �ntity that holds th� lease from the City — only its ownership
changed. Therefore there was no opportunity to negotiate any new terms. Due to outstanding
issues with a federal Paycheck Protaction Program loan, tha sale did not close until August 2022.
Throughout this process, the previous and current owners of BLD have acknowledged the past
amount owed to the City and the deferred maintenance responsibility. Over the last three months,
staff has been in regular conv�rsations with CEO, Larry Reynolds, and COO, Kevin Flora. Th�y
have also made several site visits.
In January 2023, CEO Reynolds sent an email indicating BLD would initiate repaymen� of all
past due payments in February 2023 at$]8,000 per month, with fu11 payment by the end of 2023.
Additionally, he provided a schedule of capital improvements to be completed at the park over
the next few months.
February 2023 — Repair batting cages, implement a new point-of-sale (POS) system,
paint the building exteriors, paint outfield replica walls, repair parking lot lighting, and
paint interior Stadium Club.
March 2023 - Fix all broken stadium seats, repair grading on Pawtucket �eld, upgrade
restrooms, install new flooring in Stadium Club, replace infield turf, install turf in batter's
boxes.
April 2023 —Repair shade structures on replica fields,replace sand in the volleyball
courts.
The terms of both the repayment plan and the capital unprovement schedule have been
incorporated into the attached Letter of Agreement.
Report to Redding City Council February 15,2023
Re: 4.6(c)--Consideration of Letter ofAgreement with Big League Dreams USA Page 3
Environmental Review
This is not a project defined under the California Environmental Quality Act, and no further
action is required.
Council F�ioNity/City Manager� Goals
• Budget and Financial Management— "Achieve balanced and stable 10-year Financial
Plans for all funds."
• Communication and Transparency— "Improve the quality of communication with the
public and City employees to enhance knowledge and increasa transparency to improve
public trust."
• Economic Development— "Facilitate and become a catalyst for economic development
in Redding to create jobs, retain current businesses and attract new ones, and encourage
investm�nt in the community."
Attachments
^Letter of Agreement for Repayment and Proj ects
2001 BLD Sports Park Lease (C-0458)
Lettier of Agreemen�
Between �he City of Redding and
Big League Drearns USA
WHEREAS, t(ie City of Redding(CITY) and Big Leag�ie Dreams USA, LLC (BLD USA)
en.tered into a Sports Park Lease agreei�nent on Apri13, 2001;
WHER.EAS, tlie lease agreen�ent, attached aild incorporated herein, requices payment oF
tnontllly I�ase fees;
WHEREAS, fi•om the manths of�'ebruary 2020 tl3roitgli Deceinber 2Q22, inciusive BLD USA
failed to make Iease payments to the CITY;
WHEREA�, t�e physical condition of tlie park facility is poor; and
WHEREAS, t�e parties desire to formalize tlie pay�nent sc��ed�le fnr past lease payments and
capitat improvernent projects to be conipleted at the Redding I3ig League Dreams Pa�•k located at
20155 Viking Way, Redding, CA.
NOW, THEREFORE, for good and sufficient conside�•ation acknawledged by the Part'tes, the
Parties agree as follows:
SECTION 1. LEASE AGREEMENT
A. The Parties agree that the Lease dat�d April 3, 200I, as amended, shall remain in fiill
force and effect. The�arties intend to establish a schedule of paytnents for rents past duc
atid a schedule of capital p�•ojects which, when accomplished, shall satisfy all af BLD
USA's past due obligations under the Lease dated Apt•il 3, 200I, as anzended, and City
shall cn�lsider the prnmpt perfn�-mance of said capital irnprav�rnents and payment o#'past ',
due rent set fortl� herein as an accord and satisfactian of these obligatians past due and ''
owing." ',
B. This accnrd and satisfaction nf past rent dtta sl�all not in any way modify the continuing
obligation ta pay rent under the Lease Agreement dated Ap�xl 3, 2001, as annendeci.
Payment shall be st�-uctured as set fortll in the Paymetit Pla��.
SECTION 2. DEBT
BLD USA shall pay the CITY an a�nouut of$182,818 i�� past due lease payinents iz� additinn ta
lease payn�ei�ts due for nngoin�activities per t�j�lease agreement.
1 '
SECTION 3. PAYM�NT PLAN
BLD USA shall make pa�nent as follows:
Fehil�ary 28,2023 $18,000 '
March 30,2023 $18,Q00 '
Apri13Q, 2Q23 $18,000 '
May 30, 2023 $18,000
June 3Q, 2023 $18,000
July 30, 2023 $18,000
August 30, 2023 $18,000
Septer�iber 30, 2023 $18,000
Oatob�r 30, 2023 $18,000
November 30, 2023 $18,Od0
Decetnber 34, 2d23 $ 2,$1$
SECTION 4; CAPITAL IMPROVEM�NTS
BLD will accoinplish the capital improvei��ents nn tl�e schedule set foi•tl�below:
Batting Cage Repairs �ebiliary
New POS �ystem Febiliary
Paint B�.Yildin�s Febniary
Paint Outfield Replica Walls �ebi�aary
�arking Lot Ligliting F'ebniary
,Stadium Club Paint Febi-�rary
Fix aIl Broken Stadium Seats March
Pawtucket Grading Repairs in Outfi�ld March ',
Resti•oom L�pgrade March ',
Stadium Club Flooring March ,
Repair Damaged Turf March
Turf in Batter's Boxes Mazcl�
Repair Shade Struct�res �RepLzca Fields Apri1
Sand in Volleyball Courts April
BLD USA wi11 provid� to tlle Conununity Se�vices Directo�'i�ionthly reports ou tlie status of tl�e
prnjects listed above on the 2(3�h af eack�tnanth,
2
SECTION 5: D�FAULT
A, In the event that BLD USA �ails to rnake payment as sat fortli herein, the City ',
shall have a11 remedies in lat� and equity available ta it fo�• breach of lease in ,
acco�'d with the Lease dated April 3, 2001. �f payment is not made per the
Payment Plan, CITY sha11 be a�thorized to demand accel�ration of all �•emaining
payments under the Pian and said total amount �ot yet paid sha11 become
immediatc due and payable.
B. Any stahates of liinitatians, statut�s of t�epose, notice or ot�ier time-relateci
delfenses or limitations, whether statutary, cantrachial, or otherwise, and whether
at law, in equity, or othcrs (including the doctrines of waiver, laches,
acyuiescence ar estappel), whicl� may he applicable ta any hreach oF the Lease
dat�d April 3, 2001, and which may fix nr limit the period within whicl� a claitn
znay be brought under the Lease Agreement are tolled for the period of this Letter '
Agre�ment {the "Tolling Period"}. Tl�e Parties each agree not to assert, plead ar '
raise in any fashion any time�based defenses to claitns under tlie Lease Agi'eement
dated April 3, 2001, whicli time-based defenses �•ely in whole or in part on ti�i�e ,
that passed during the Tolling Feriod. ',
C. In addition to all remedies in law or equity for breach of th� L�ase dated April 3, '
2001, the Parties intend for tl�is Letter Agreement ta be inctependeat�y enforceable
as a settlement obligation nf the Parties, and the Parties fi�rther agree tL1at this '
Letter Agree�nent shall be adrinissible as evidence in estabIisk�ing a breach af the '
obligation set forth in Chc Letter Agre�mcnt. ''
SECTION 6: AMENDMENTS !
The Parties a�ree tl�at any amendments n�ade to this Agreement xnust be in wz�ting where they '
z�ust be signed by both Parties to this Agreement. As such, any amendments made by tli�Pa�-ties ',
wi11 be applied to this Agreernent. '
3 '
SECT�ON 7: DATE OF AGREEMENT
The Parties hereby agree tn th�; ternis and conditions set for�li in this Agreement and such is
demonstrated throughout by their sigr�atu�•es below. The date of this Agcee�iient s��all he tlie date
it is signed by tt�e CITY.
In Witness Whereaf, CITY aild BLD USA iiave exeeuted this Agreen�ent on the days and year '
set forth below:
CITY OF REDDING '
A Mu��ieipai CorpnY•atinn '
Dated: , 2023
MICHAEL D'ACQUISTO,Mayor ''
ATTEST: APPROVED AS TO FORM:
PAMELA MIZE, City Clerk BARRY E. DeWALT, City Attorney
BIG L�AGUE DREAMS USA,LLC '
Dated: 2' � 3 � J , 2023 y L Y R�YNO DS
4 '
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SPORTS PA,�� LEASE
between
CITY (�F F:EDDING
and
BI� I.�EA�UE I)►REAMS REI)DIl'�G, LL�
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THIS SPORTS PARK LEASE (this "Agreement") is entered into this�day
o f May,2 0 0 1,by an d be t ween t he C I T Y O F R E D D I N G,a Municipa l Corpora tion re ferre d to m t h is
Agreement as "Landlord", and BIG LEAGUE DREAMS REDDING, LLC, referred to in this
Agreement as "Tenant".
RECITALS
A. Landlord desires to develop and own a multi-purpose sports facility (the "Sports
Park") on certain real property (the "Land") owned by or to be acquired by the City. A plot plan
of the Land is attached as Exhibit l, and is incorporated herein by this reference.
B. Landlord intends to construct the Sports Park in general conformance with the Proj ect
Description attached as Exhibit 2,and within the Proj ect Budget attached as E�chibit 3,both of which
exhibits are incorporated herein by this reference.
C. Landlord desires to lease the completed Sports Park to Tenant and Tenant desires to
lease the completed Sports Park from Landlord for the purpose of operating the Sports Park in
accordance with the terms of this Agreement. The Land and the Sports Park Improvements to be
hereafter constructed thereon are sometimes collectively referred to as the"Premises". The lease
of the Premises by Tenant from Landlord shall be in accordance with the terms and conditions set
forth in this Agreement.
NOW THEREFORE,the parties agree as follows:
AGREEMENT
1. Definitions. The following terms used in this Agreement shall have the meanings
given unless expressly provided to the contrary:
Affiliate means Richard Odekirk,Jeff Odekirk,or any entity other than BLD
USA in which Messrs. Odekirk and Odekirk, individually or collectively, or Tenant, owns at least
a fifty percent (50%) capital or voting interest of the common stock, partnership units or limited
liability company interests, as applicable.
A�reement means this Sports Park Lease.
Annual Revenues Statement is defined in Section 4(c)(ii).
Award, Condemnation, Condemner and Date of Takin� are defined in
Section 15.
BLD USA Allocations are defined in Section 4(b)(iii).
BLD Sponsorships are defined in Section 4(b)(iii).
1 Reddingl,ease4_30.wpd
Big League Dreams Redding Sports Park Lease
BLD LTSA means Big League Dreams USA, LLC, a California limited
liability campany.
- C_� means the City nf Redding, an incorporated municipa.lity within the
County of Shasta, State of California.
Citv Da�are defined in Section 29(a).
Cit�Manager rneans the City Manager of the Laz�dlord.
Cit,�,tJse Permit shall mean the use permit with respect to the Sports Park to
be approved by the City.
Controllin�Percentage means the awnership af,or the right to vote,fifty-one
percent (51%) or more of the total combined voting shares, units or membership interests of a
corporation, partnership or liznited liability company, as applicable.
Environmental Impact Re�ort Mitigation ivleasures shall mean the mitigation
rneasures associated with the environmental impact report (a} approved at a meetzng af the Ciiy
Council of the City on March 20, 2001, {b) as to which a notice of determination was filed by the
City an March 2�,2QQ1,and(c}determzned by the City Council af the City to be applicable to the
Sparts Park and the Project on April 3, 2001, which are referenced an the attached E�ibit 4.
FF&E shail mean all fizrniture, fLiTI1iSI22i1�5, trade fixtures, apparatus and
equipment required for operatian of the Sports Park. A list of the anticipated FF&E is attached as
E�ibit 5 and incarpora#ed herein by this reference. Tenant shall have the right to review and make
additions and revisions to the FF&E list set forth in E�ibit S with the approval of the Landlord,
which appraval shall not be unreasonably withheld.The type,quality and craftsmanshig of the FF&E
shall be no greater or no less than that of the fi�rniture, fixtures and equipment to be instatled or
constructed at the Big League Dreams Sports Park in Chino Hi11s, California. The FF&E will be
owned and paid for by Landlord and be leasec�to Tenant as part of this Agreement.
Gross Revenues are defined in Section 4(b)(i).
Hazardous IVlaterials are defined in Section 30{a}.
Indemnitees is defined in Section 14(f}.
Land is that certain real praperty descrzbed in E�%bit l.
2 ReddingI,ease4_30.wpd
Big League Dreams Redding Sporfs Park Lease
Landlord means the City of Redding, a municipal corporation, and its
permitted successors and assigns.
Lease Year means the perit�d from Jan�ary 1 of each calendar year to
December 31 of such calendar year{both dates inclusive)during the Term hereof;except that if the
Term Cammencement Date does not fall on a January 1, the �rst Lease Year shall be that period
from the Terrn Caz�zmencement Date to the next following Deceznber 3l,and that ifthe Term does
not end on a Decemher 31,then the last Lease Year shall be the period commencing with the last
preceding January 1 and ending at the end of the Term hereof. The first Lease Year shall be
considered a partial Lease Year far a11 purposes ofthis Agreement unless the Term Commencement
Date is on or before March 15 of the Lease Year during which the Term Commenceament Date
occurs.
Le�al Challenge shall mean any action or other legal proceeding(including,
withaut limitation, any California Environmental Quality Act (CEQA) challenge} brought by any
third party seeking to block cozastruction of the Sports Park Impravem�ents ar to contest the validity
of this Agreement or of any Related Agreement.
Marketin�shall mean ihe Big League Dreams Redding Marketing Plan
attached as E�ibit 6.
Memarandu�n of Lease means that certain Memarandum af Lease executed
concurrently herewith and to be recorded pursuant to Section 31(q).
�means either party to this Agreement. The"Parties"sha11 be all parties
to this Agreement.
Percenta e�ent is defined in Section 4(a}{ii}.
Plans and Specifications mear�s all concept drawings,preliminary drawings,
landscaping and grading plans,site plans,�ngineering drawings,reports,fina.l construction drawings,
and any ather plans or specifications consistent with the Praject Descriptian arid required for
construction of the Project as prepared by Landlord.at its sole expense and those provided pursuant
to the Planning,Design and Construction Consulting Services Agreement between the City and BLD
USA to be entered concurrently with tliis Agreement.
Premises means the Land,#he Sports Park Impravements and all easements
ar rights of way necessary or desirable for access to the Land and the Sports Park Improvements.
Fro�ect nneans the development of the Sparts Park an the Premises in
accordance with the Project]Jescription,the Plaris and Specificatioz�s, and this Agreement.
� ReddingLease4_30.wpd
Big League Dreams Redding Sports Park Lease
Project Description means a preliminary description of the Sports Park
containing conceptual artist renderings, a site plan and a list of the buildings, fields, spaces,
struetures, elements and features to be included in the Sports Park as described in the attached
E�ibit 2.
Punch List is defined in Sectian 9(b).
Quarterlv Revenues Statement is defined in Section 4(c)(i�.
Related A�;reem�nts shall mean the Planning, Design and Construction
Consu�ting Services Agreement between BLD USA and the City, and the License Agreement
between BLD USA and the City,both ofwhich shall be executed approximately concurrently with
the execution of this Agreement.
S_ports Park means the Sparts Park facility to be designed and constructed by
the Landlc�rd on the Land as generally depicted in the Praj ect Descriptian attached hereto as E�ibit
2.
�orts Park Improvements means all buildings,fields,structures,advertising
displays, landscaping, infrastructure, utilities, FF&E {as herein defzned), and other improvernents
constructed or installed or to be constructed ar instailed on the Land by Landlard and leased by
Tenant pursuant to this Agreement.
Statutes are defined in Section $(a).
Taxes are defined in Section 6{b).
Tenant means Big League Dreams Redding , LLC, a California limited
liability company, its permitted successors and assigns. The members of Tenant are BLD USA,
Richard Odekirk and Jeffrey Qdekirk.
Term is defined in Section 3{a}.
Term Commencement Date means far purposes of the leasing of the Premises
pursuant to this Agreement, the earliest date upon which(a)Tenant shall have accepted in writing
the Sports Park Improvements, or{b}the City shall have issued a Certificate of Occupancy, or(c}
possession of the Premises shall have been delivered to Tenant and (d) all permits and licenses
required to sell beer, wine and liquor shall have been obtained by Tenant.
2. Lease af Premises. Effective as af the Term Cammencement Date,Landlard leases
the Premises ta Tena�at, and Tenant leases the Premises fram Landlord, far the Term set forth in
4 Reddin�Lease4_34.wpd
Big League Dreams Redding Sports Park Lease
Section 3, subject to and on the terms and conditions set forth in this Agreement. The lease of the
Premises shall not be effective until the Term Commencement Date.
3. Term.
a. Term. The lease term of this Agreement(the"Term")shall commence on the
Term Commencement Date and shall end on the last day of the calendar month that is thirty-five(35)
years after the Term Commencement Date, unless sooner terminated by Landlord as otherwise
provided for herein. Upon Landlord's request,Tenant will co-sign Landlord's written confirmation
of lease commencement and termination dates.
b. Minimum Percenta,e�nt. Landlord, in its sole discretion, sha11 have the
right to terminate this Agreement and all further rights and obligations of the parties hereunder by
giving written notice of such termination(which shall specify a date not less than ninety (90) days
thereafter on which such termination shall become effective) to Tenant at any time during the first
ninety(90)days of the tenth(l Oth)Lease Year of this Agreement if,but only if,during the seventh
(7th), eighth (8th) and ninth (9th) Lease Years of this Agreement, Tenant has paid to Landlord
Percentage Rent as provided in Section 4 below averaging less than$75,000.00 per year for such
three(3)year period. With respect to the ninth Lease Year,Tenant may,at its option,pay Landlord
additional Percentage Rent beyond what is required in Section 4 to meet the Percentage Rent average
payment requirement set forth in the previous sentence and thereby avoid termination of this
Agreement by Landlord.
4. Rent. Tenant shall pay to Landlord Percentage Rent,without deduction,set-off,prior
notice, or demand, as follows:
a. Percentage Rent.
i. First Partial and First Three Full Lease Years. In the first partial
Lease Year (if applicable) and in each of the first three full Lease Years, Tenant shall pay no
Percentage Rent (defined below) unless Gross Revenues in any Lease Year shall have exceeded
$2,600,000. If Gross Revenues for the first partial or any of the first three full Lease Years exceeds
$2,600,000,Tenant shall pay to Landlord as Percentage Rent six percent(6%)of all Gross Revenues
earned by Tenant, at the times and in the manner set forth in Section 4(a)(ii)below, for the quarter
in which the $2,600,000 annual Gross Revenues threshold is crossed,quarterly for each quarter of
the next Lease Year and quarterly for each quarter of each Lease Year thereafter except as otherwise
provided in this Section 4.Tenant shall not be obligated to pay any Percentage Rent for the quarters
of the Lease Year prior to the quarter during which the$2,600,000 annual Gross Revenues threshold
is crossed. As an illustration, assume the final accounting for the fourth quarter of the second full
Lease Year shows Gross Revenues exceeded$2,600,000 for the second full Lease Year.As provided
above, Tenant would not have been obligated to make any Percentage Rent payments for the first
three quarters of that second full Lease Year, and would not be required hereby to do so
5 ReddingL.ease4_30.wpd
Big League Dreams Redding Sports Park Lease
retroactively. Once the threshold is crossed,Tenant would be required to pay Percentage Rent on a
six percent(6%)basis as to Gross Revenues earned during the fourth quarter of the second full Lease
Year(payment due by February 14 of the third full Lease Year) and for each quarter of each Lease
Year thereafter.
ii Fourth and Subsequent Full Lease Year Pavments. Except as
otherwise provided in subsections (i) or(iii), commencing with the first quarter of the fourth (4`'')
full Lease Year and continuing for every subsequent Lease Year, Tenant shall pay to Landlord, at
the times and in the manner specified in this Agreement, Percentage Rent for each Lease Year
("Percenta eg; Rent"). Percentage Rent shall be calculated by multiplying Tenant's Gross Revenues
from the Premises for the applicable period by six percent(6%). The Percentage Rent shall be paid
quarterly, in arrears, within forty-five (45) days following the end of each calendar quarter during
the applicable Lease Year.
iii. Fourth and Subsequent Full Lease Year Contin eg nt Pavments. If, as
to the fourth full Lease Year or any Lease Year thereafter,Gross Revenues exceed$3,250,000,then
Tenant shall pay to Landlord as Percentage Rent eight percent (8%) of all Gross Revenues (rather
than six percent(6%))earned by Tenant,at the times and in the manner set forth in Section 4(a)(ii),
for the Lease Year in which such$3,250,000 Gross Revenues threshold was crossed, for the next
Lease Year and for each Lease Year thereafter. As an illustration, assume the final accounting for
the fourth quarter of the seventh full Lease Year shows Gross Revenues exceeded $3,250,000 for
that seventh full Lease Year.As provided above,Tenant would already have been obligated to make
Percentage Rent payments for the first three quarters of the seventh full Lease Year at the six percent
(6%) rate. Once the threshold is crossed, Tenant would be required to pay Percentage Rent on an
eight percent (8%)basis as to Gross Revenues earned during the fourth quarter of the seventh full
Lease Year(payment due by February 14 of the third full Lease Year). In addition,Tenant shall also
be required to pay, by the same February 14 payment date on a retroactive basis, additional
Percentage Rent in the amount of two percent(2%), equal to the difference between eight percent
(8%)and six percent(6%),multiplied by the Gross Revenues earned during the first three quarters
of the seventh full Lease Year.
b. Gross Revenues.
i. De tnition. "Gross Revenues"are defined as all revenues received by
Tenant, or any Affiliate of Tenant relating to or derived from the Premises and the Project,
determined on an accrual basis,including the BLD USA Allocations to Tenant(but excluding BLD
USA gross revenues not allocated to Tenant as BLD USA Allocations) as set forth in Section
4(b)(iii), minus the exceptions and authorized deductions described in Section 4(b)(ii). Gross
Revenues include, without limitation, all cash and credit revenue of Tenant; finance charges to
customers,in case of sales on credit,whether or not payment is actually made,at,in,on,or from the
Premises;revenues from the sale of gift certificates,when such revenues are received;gross revenues
received by Tenant from food,liquor and beverage sales;facility rental or usage charges;admission
6 ReddingL,ease4 30.wpd
Big League Dreams Redding Sparfs Park Lease
charges; vending machine sales; a11 service fees or ather consideration paid to Tenant as
compensation far Tenant`s sale or distribution of lottery tickets,hunting and fishing licenses, ar in
connection with any other local, state, or federal lottery or licensing program similar to the
foregoing; all charges for services, alterations or repairs made at, in,on, or from the Premises;the
gross amount received by Tenant for merchandise sold pursuant ta arders received in or from the
Prernises,whether such order is filied at the Premises or elsewhere;reven:ues from advertising,signs,
and promotions; ather cash consideration paid by advertisers; praeeeds af business interruption
insurance received by Tenant; fees and rebates paid by vendors to Tenant in consideration for the
right to sell such vendors'food,beverage or merchandise from the Premises;lease rent payments or
other compensatian from any sublessee or subtenant of all or part of Tenant's interest in this
Agreement ar the Premises, unless the revenues derived by such sublessee's or subtenant's
aperatic�ns fram the Premises have a�ready been included in the calculation of Tenant's Grass
Revenues;any compensation paid to Tenant by an assignee of all ar part of Tenant's interest in this
Agreement or the Premises,unless Tenant is not relieved of its obligations under this Agreement by
such assignment ar the assignment is to an entity in which Tenant ar its members have retained a
Controlling Percentage; and the gross amount received by Tenant from Tenant's subtenants,
licensees and concessionaires fram a11 sources ofincome derived from the businesses conducted an
the Premises, unless such sources of income have already been included in the calculation of
Tenant's Gross Revenues.
ii, Exceptions and Deductions,from Gross Revenues. All ofthe following
shall be excepted from Tenant's Gross Revenues: {A}the amount af all sales tax receipts required
to be accounted for by Tenant and paid to any government or governmental agency, but not the
amount of any excise t� (except a consumer excise tax) or other governmental obligation in the
nature of a tax an the privilege of daing business; {B}the amount of any actual refunds oar credits
made by Tenant with respect to goads, services or fees, provided the gaods, services ar fees were
previausly included by Tenant in Tenant's Gross Revenues;(C)the amount of any revenues received
by any licensee or concessionaire(unless such licensee or concessionaire is an Affiliate)operating
in or frotn the Premises which are nat paid or required to be paid to Tenant, pravided that such
revenues are not derived from the sale of food,beverages or liquor;ar from the collection of league
ar player fees or field rentals; ar fram the collection of gate adn:�issions; or frarr� batting cage
revenues; (D) the amount of any revenues received by non-Affiliate special ar corparate events
promoters,impresarios,autside catering companies,camp/clinic operators, tournament organizers
or similar third party independent cc�ntractors (including revenues derived from the sale of foad,
beverages or liquor}znvolved in the spansorship,placement,promotian or canduct of special events,
corparate events, campslclinics or tournaments at the Sports Park,which revenues are not paid or
required to be paid to the Tenant; (E} the amount af sponsorship ar advertising ar graup business
revenues generated from the Project which are received by Tenant from sponsors ar advertisers or
group business custarr�ers but are paid ta non-Affiliate advertising agencies,hotel concierge desks,
destinatzon management companies, brc�kers ar other referral saurces as comrnissians;{F)gratuities
paid or gzven by custflmers to food service employees af the Sports Park;(G)praceeds of insurance
other than business interruption insurance; (H) loan proceeds; (I) credits or refunds received fram
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vendors or other third parties as a result of damage claims made by Tenant with respect to defective
goods or services previously purchased; (J) checks or other instruments returned for insufficient
funds; and (K) late charges or interest assessed and received on delinquent accounts receivables.
iii. BLD USA Allocations. BLD USA owns and organizes tournaments
played and camps/clinics held at the various Big League Dreams Sports Parks;contracts with hotels
to receive commissions on room nights reserved by participants in tournaments held at the various
Big League Dreams Sport Parks;and sells sponsorships to entities interested in having a commercial
identification with the various Big League Dreams Sports Parks, and shall have the right to do all
of the foregoing with respect to the Sports Park. Except as otherwise provided in the remainder of
this subpart (iii) with respect to revenues paid by BLD USA to Tenant (the "BLD USA
Allocations"), revenues derived by BLD USA shall not be considered Gross Revenues. All other
forms of Gross Revenues(including, specifically,revenues from all league and player registrations
with respect to all sports played at the Sports Park;batting cages;food and beverage;group business;
special events;gate admissions;merchandising;arcade;and park tournaments)related to the Sports
Park are created solely by Tenant and all, subject to Section 4(b)(ii), shall be included in Gross
Revenues. As to BLD USA tournaments and camps/clinics, BLD USA shall pay to Tenant, and
Tenant shall include in Gross Revenues,a field rental charge not less than the maximum field rental
charge made by Tenant to any third party tournament organizer or camps/clinic operator during the
applicable Lease Year. BLD USA shall pay to Tenant,and Tenant shall include in Gross Revenues,
fifty percent (50%) of all hotel commissions received by BLD USA for room nights reserved by
participants in tournaments held at the Sports Park. "BLD Sponsorships"shall mean any agreement
entered by BLD USA with any entity by which such entity is given the right to identify
commercially with Big League Dreams Sports Parks as a sponsor, preferred company or other
designation of similar import and where such commercial identification rights extend to more than
one Big League Dreams Sports Park. BLD USA shall pay to Tenant, and Tenant shall include in
Gross Revenues, fifty percent (50%) of the cash revenues received from such a BLD Sponsorship
divided by the number of Big League Dreams Sports Parks to which the BLD Sponsorship applies.
As to any advertising or sponsorship sales made by BLD USA or Tenant which do not constitute
BLD Sponsorships, BLD USA shall pay to Tenant, and Tenant shall include in Gross Revenue,
eighty percent(80%)of the cash revenues received from such a non-BLD Sponsorship.In the event,
however, (A) any entity controlled by BLD USA enters a lease agreement for the construction and
operation of a new Big League Dreams Sports Park, and (B) such lease shall contain BLD USA
Gross Revenue allocation provisions which,taken as a whole, are more favorable to the new lessor
than the BLD USA Gross Revenue allocation provisions set forth above, taken as a whole, are to
Landlord, then this Agreement shall ipso facto be deemed amended to make such more favorable
provisions,taken as a whole, applicable to Landlord under this Agreement from that time forward.
iv. Sales Recording and Records Tenant shall record at the time of sale,
in the presence of the customer,receipts from sales or other transactions,whether cash or credit,in
a cash register or registers, or a point of sale terminal or terminals, having a tape that accumulates
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and consecutively numbers all transactions. A receipt from any transaction shawing the correct
amount of purchase shall be offered ta the customer at the time of any transaction, including any
cash.sale. Txansactzons not ordinarzly recarded in a cash xegister or point of sale terminal shall be
noted c�n and lcept in a ledger format. Tenant sha11 keep, and a11 sublessees, concessionaires,
franchisees,contractars,and licensees of Tenant sha11 keep,or,with five(5)days' advance written
notice,make available,at the Premises:
(1) full and accurate books of account and records in accordance
with generally accepted accounting principles consistently applied,includ'zng,without limitatian,a
sales jaurnal, general ledger, and aIl bank account statements showing deposits ofrevenues;
(2) ali cash register ar point of sale terminal receipts with regard
to the Gross Revenues, credits, refunds, and other pertinent transactions made from or an the
Premises (including the reven�es of any sublessee, franchisee, contractor, licensee, ar
concessionaire); and
(3) detailed original records of any exclusions or deductions from
Gross Revenues (including any exclusions ax deductions from Gross Revenues of any sublessee,
franchisee,cantractor,licensee,ar concessiariaire). These boaks,receipts,and recards sha11 be kept
at the Premises, or at the headquarters of BLD USA, for a period of five (5) years after the end of
each Lease Year, and shall be made available for inspection and audit by Landlord and Landlord's
representatives at the Premises on five {5)days' advance written natice. In additian,on request af
Landlord or Landlord's representatzves,Tenant agrees to furnish copies af Tenant's state and local
sales and use t� returns.
c. Quarterlv and Annual Revenues Statements.
i. Quarterly Revenues Statement. Each payment af Percentage Rent
shall be accompanied by a statement,to be certified as correct by Tenant ar the employee af Tenant
authorized so to certify,that sets farth Tenant's Gross Revenues(and any authorized exclusions and
deductions thereto}for the quarter just concluded("4uarterlv Revenues Statement"}. Quarters shall
be calendar year c�uarters, ending on March 31, June 30, September 30, and December 31,
respectively.
ii. Annual Revenues Statetnent. Within sixty(60)days fallowing the end
of each Lease Year,including the last Lease Year of the Term,Tenant shall furnish Landlord with
a statement of Tenant's annual Gross Revenues on accaunt of the previous Lease�ear,or any partial
Lease Year, including any authorized deductions {"Annual Revenues Statement"). Such Annual
Revenues Statement shall be certified as correct by an autharized afficer of Tenant.
iii. Content. Each Quarterly Revenues Statement and Annual Revenues
Statement shall set forth the total Grass Revenues for the preceding quarter or Lease Year, as
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applicable, and shall show the methad af camputing the Percentage Rent due for such quarter or
Lease Year, as applicabie.
d. Audit Ri h�ts.
i. Audit Procedures. The acceptance by Landlord af any monies paid
ta Landlord by Tenant as Percentage Rent for the Premises as sl�own by any Annual or Quarterly
Revenues Statement furnished by Tenant shall not be an acceptance by Landlord af the accuracy of
the statement, or of the sufficiency of the amount af Percentage Rent payments,but Landlord shall
be entitled at anytime and from tirrze to time during the Term,until the date that is five(5)years after
the end of the Lease Year for which any of the Percentage Rent payments have been paid, to
question the sufficiency ofthe amount paid and the accuracy of any and all statements furnished by
Tenant to justify the amount Tenant shall pay as Percentage Rent, and to confirm and evaluate
Tenant's statement fff its Gross Revenues from the Premises. At any time during the Term and
within five (5)years after the end of the Term,Landlard may cause an audit of Tenant's boaks and
records(and the books and records ofBLD USA related to a calculation of Gross Revenues subject
to the BLD USA A1locatians, which Tenant sha11 cause to be made available to Landlard} an
independent accountant of Landlord's own selection for any Lease Year. If any Annual Revenues
Statement for such Lease Year delivered by Tenant ta Landlord is found to be less than the amount
af Tenant's actual Gross Revenues for the period covered by the stateznent,Tenant sha11 immediately
pay to Landlord any additional Percentage Rent shawn ta be payable by Tenant.If the audit reveals
that the correct amount of Gross Revenues is more than five percent{5%) greater than the amount
shown an the Annual Revenues Statement previously delivered by Tenant for the period covered by
such statement, Tenant shall immediately pay to Landlord the cast of the audit and any additianal
Percentage Rent shown to be payable by Tenant, together with interest an the amount of the
underpayment of Percentage Rent from the original due date at the default rate specified in Section
18c,plus additianal rent equal to five percent(5%) of the Percentage Rent payable for such Lease
Year; otherwise, the cast of this audit shall be paid by Landlord. If, ten (10) days after written
request therefor specifying Tenant's failure to comply with the reporting obiigatians hereunder,
Tenant fails to pravide to Landlord any Quarter�y Revenues Statement or Annual Revenues
Statement in the mariner specified in this Agreement,this failure sha1�constitute a default under this
Agreement. In such an event, Landlord shall have the right, in addition to any other rights ar
rernedies it may have under this Agreement,to conduct an audit to determine these revenues.Tenant
sha�l immediately reimburse Landlord for the cost af such audit an written demand by Landlord.If
any such Quarterly Revenues Statement ar Annual Revenues Statement reports Gross Revenues
found to be more than ten percent (10%) less than the amount of actual Tenant's Grass Revenues
shown by this audit,the understatement shall be deemed willful and Landlord may terminate this
Agreement upon written notice given at any time within one hundred eighty(180}days after receipt
of the audit by Landlord. If at any time Tenant causes an audit of Tenant's business at the Premises
to be made by an independent accauntant, Tenar�t shall furnish Landlord with a copy of the report
of this audit at no cost to Landlord,within ten (10}days after Tenant"s receipt of the audit report.
ii. Examination ofBooks. Tenant shall�and shall cause BLD USA ta da
so as weli as to thase books, records and accour�ts by which Gross Revenues subject to the BLD
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USA A1locatians are calculated),for a periad of five{5}years following the delivery of each Annual
Revenues Statement, inciuding the five (5) year period following the end of the Term, keep and
maintain,safe and intact,all of the records,books,and aecounts required under Sectian 4(b)(iv),ar�d
shall from time to time,upon request,make these records available to Landlord,Landlord's auditor,
representative, ar agent for examinatian at any xeasonable time during this period. Landlord sha11
also have the right to make abstracts fram the records,to rnake copies oaf any or all of the records,
ta examine any or all contracts, leases,licenses, and concession agreements, and to make copies of
any ar all contracts, leases, licenses or concession agreements.
e. Operatian. Tenant shall operate Tenant's business from the Premises as
pravided in Section�with due diligence and efficiency.Tenant w111 operate the business at Tenant's
own expense and at hours consistent with other similar businesses operated by Tenant, which do
not canflict with the Environmental Impact Repart Mitigation Measures and City Use Permit;
provided, however,that this provision shall not apply if the Premises are closed due to inclement
weather ar Tenant's business is temporarily shut down due to casualty,condemnation,fire,or other
causes beyand the reasanable control of Tenant. Nothing in this Agreernent sha11 be deerned ta
restrict or lirnit the abi�ity of Tenant or BLD USA ta sell"naming rights"to the Sports Park pursuant
to a BLD Sponsorship subject to Landlord consent, provided that revenues derived therefrom,
including BLD USA A1locations to Tenant(but excluding BLD USA gross revenues not allocated
to Tenant as BLD USA Allocations),are included in Gross Revenues.Tenant shall at all times carry
a commercially reasonable stack of inerchandise,faod and beverages,offered for sale at cornpetitive
prices, and shall maintain an adequate number of properly trained and skilled personnel for the
efficient service of Tenant's customers, Sports Park participants, and the operation of the Sports
Park. Although Landlord has no ownership interest in Tenant's business, Landlord is concerned
about m�imizing Gross Revenues {and, consequently, the Percentage Rent), and Tenant hereby
acknowledges that fact.
f. Assignees. ��herever Tenant's business ar aperations, or Tenant's Gross
Revenues,or Tenant`s records,books,accounts,and other data are referred to in this Agreement,they
shall be deemed to include,but only to the extent necessary ta calculate or verify Gross Revenues,
those of any assignee, sublessee, concessionaire, licensee, vending �nachine operator, or other
person,firm,or corparation selling merchandise or services on or from the Premises;provided that
this subsection shall nat be deemed to imply consent to the operations af any other person,firm,or
corporation except in accordance with the provisians of Section 16.
g. Percentage Rent Due in Event af Default.If this Agreement is terminated by
Landlord because of Tenant's default,and if Tenant becames liable for any deficiency in rent by way
of damages ar otherwise,or if at any time during the Term,Tenant,in violation of Section 7,ceases
to conduct in the Premises the business refened to in Section 7,then from and after the time of the
breach causing this termination, or from an.d after the time af the cessation of business, the
Percentage Rent sha11 be deemed ta be ten percent {10%) of that amount which is equal to the
average of the Gross Revenues during the twenty-faur (24) manths preceding the terminatian or
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Big League Dreams Redding Sports Park Lease
cessation af business, unless the Terminatian or cessation occurs within three (3) years of the
beginning of the Term, in which event the Percentage Rent shall be$200,000 per year.
h. Legal Cunencv_. All rent payable under this Agreement shall be made in legal
currency af the United States. If any two or more payments made by a check,draft,or mon.ey order
are ret�u�aed to Landlord due to insufficient funds or atherwise,Landlord shall have the right,at any
time after the return, upon written notice to Tenant, ta require Tenaiat to make all subsequent
payments in cash,or by cashier's or certified check far a period of three{3)Lease Years.Tenant sha11
pay all rental amour�ts due under this Agreement at Landlord's address as set forth below,or at such
other address as may be designated by Landlord to Tenant in writing.
5. Additional Rent. Al� Taxes and other costs and expenses payable under this
Agreement by Tenant and all damages,costs, and expenses that Landlord incurs or might incur by
reason of Tenant's default, shall be deemed additional rent. In the event of Tenant's nonpayment of
additional rent, Landlord shall have all the same rights and remedies as Landlord has for the
nonpayment of Percentage Rent."The tertn"rental"and"rent" as used in this Agreement shall rnean
Percentage Rent and such additianal rent.
6. Taxes.
a, Cavenazat to Pay Taxes. As additional rent, Tenant shall, throughout the
Term, cammencing effective as of the Terrn Cammencement I7ate,pay directly to the appropriate
taxing authorities all T�es(as defined in Section 6(b)). All Taxes shall be paid before delinquency
and before any fine,interest or penalty shall become due or be imposed by operation of law for their
nanpayznent. Tenant shall furnish to Landlord prior to the date when any Taxes wauld become
delinquent receipts or other appropriate evidence establishing such payment.
b. Definition of T�es. The tertn "T�es" shal�include all real property taxes,
posse�sary interest taYes,personal property taxes,charges and assessments(including�ut not limited
to street improvement liens) which are levied, assessed upan or imposed by any governmental
autharity or politicai subdivisian thereof during or with respect to any portion af the Term hereof
with respect to the Premises ar any improvements,fixtures,equipment or other praperty of Tenant,
real ar personal,located an the Land or used in connection with the operation of the Sports Park,and
any t�which shall be levied or assessed in addition to or in lieu of such real or personal property
taxes,and any license fees,taxes measured by ar imposed upan rents,or other taxes or charges upon
Landlord's leasing of the Land ar the xeceipt of rent hereunder. Ail assessments,taxes, fees, levies
and charges imposed by governmental agencies for services such as fire protectian,street,sidewalk
and road maintenance,refuse removal and other public services generaily provided without charge
to owners or occupants prior to the adoption of Propasition 13 by the voters of the State of California
in fihe June 1978 election, also shall be deexned included within the definitian of"Taxes" far the
purposes of this Agreement.
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c. Proration af Tenant's Tax Liabilitv. Tenant's liability ta pay Taxes shall be
prorated on the basis of a 365-day year to account far any fractional portion of a fiscal ta� year
included in the Term at its commencement or expiration. Any Taxes payable after the Term
Commencement Date{but before the expiration of the Term)but applicable,in whole or in part,to
periods prior ta the Term Commencement Date, sha11 be paid by Tenant. Landlarc�shall,hawever,
pay to Tenan:t its pro rata share of such Taxes liability for periods prior to the Term Commencement
Date at least ten (1 Q} days priar to the date such Taxes are due and payable.
d. Landlord Cavenant. During the Term, Landlord shall not levy, assess or
impose an Tenant, or which burden the Land or the Premises, any taxes, license fees, charges or
assessments which are nat levied, assessed or impased generally within the City.
7. Use
a. Permitted Uses Tenant agrees tc�use anc�accupy the Prernises continuously
during the Term for the purpose of operating the Sports Park as described in this Agreement and
Exhibit 2 of this Agreement and far nc�other purpose without exceptian. Use of a part ofthe Sports
Park for a game room,including video games,pool tables and similar entertainment equipment,shall
be permitted;provided,however,that any form of gaming,lawful or otherwise,will not be permittetl
an the Premises without the prior written consent of the Landlord. Subject to obtaining and
maintainir�g required or appropriate licenses,permits or other apprava�s from the Alcoholic Beverage
Control Agency or any other governmental jurisdiction having autharity,Tenant may engage in the
sale af beer, wine and liquor on the Premises.
b. Business Name. During the entire Terrn,Tenant shall canduct business in the
Premises under the name"Big League Dreams Redding Sports Park" in the mazu�er provided herein.
c. Permits. Tenant shall at all times during the Term obtain,keep and maintain
all licenses and permits required by state and local governmental authorities necessary to operate the
Sports Park from the Preznises,and camply with each and every term of each such permit,including,
but not limited to,the City Use Permit and Environmental Impact Report Mitigatian Measures.
d. Securi . Tenant shall at all times provide such securiry for the operation af
the Premises as shall reasonably be foreseen by Tenant to be prudent to protect the customers,
employees, guests, con�tractors and ather invitees of the Premises, and to protect the awners and
accupants of neighbaring properties from the customers, employees,guests, contraetors and other
invitees of the Premises.
e. Local Youth Pro�rams. During the Term, Tenant sha11 endeavor ta
accommQdate an a preferential basis use of the Premises far lacal organized youth programs. As
used herein, the term "lacal" shall zneari and include organized youth programs as to whic�a a
majority of the participants are residents of the City af Redding. Use of the Premises by local
organized youth programs shall be subject to the normal operating practices and rules of the
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Premises and of$ig League Dreams Sparts Parks generaily and available tirnes for league play sha1l
be selected by Tenant, subject to, if he or she so requests, the reasonable approval of the City
Manager of the Landlard.
8. Carnpliance.
a. Tenant. Tenant shall, at Tenant's expense, comply promptly with a11
applicable statutes,ordinances,rules,regulations,arders,covenants,conditions,and restrictions,and
requirements of any governmental authority in effect during the Term, regulating the use or
aperatian by Tenant of the Premises{collectively,the"Statutes")whether those Statutes are now in
force or are subsequezztly enacted. Tenant shall keep and rnaintain in full force and effect, and in
goad standing, all permits and licenses required fram state and local governmental authorities far
operation of the Premises. The suspension ar termination of any permit or license for a period in
excess of thirty (30) days shall be a material breach hereof, but shall first be subject to the cure as
p:rovided in Section 17{a)(v).If any bureau,department or afficial af the state or county government
or any ather governmental authority{other than the City)having jurisdiction requires or recommends
that any non-structural changes,mad'zficatians, replacements, alterations, or additional equipment
be made or supplied in or to any portion of the Premises by reasc�n of Tenant's use or operation
thereof, Tenant shall, at Tenant's cast and expense,make and supply such non-structural changes,
modifications,replacements,alterations oar additional equipment.Tenant shall nat use nor pe:rxnit the
use af the Frernises in any rnanner that will tend to create waste or a nuisance.
The judgement of any court of competent jurisdiction, or the admission by Tenant
in a praceeding braught against Tenant by any government entity, that Tenant has violated any
Statute shall be conclusive as between Landloxd and Tenant and shall cnnstitute grounds for
terminatian of this Agreement by Landlord,
b. Landlord. Landlord,and Landlord's contractors and agents, shall comply with
all applicable Statutes of any governmental autharity then in effect while develaping the Project and
construc�ing the Sports Park Improvements. Landlc�rd represents and warrants that,as of the Term
Cornmencement Date, the Premises will be in compliance with all applicable Statutes of any
governmental authority then in effect.
In the event, during the Term, Land�ord enacts ar issues any new Statutes which
would burden or restrict Tenant in the aperation af the Sparts Park beyond restrictions cantained in
this Agreernent,the Environrnental Impact Report Mztigatian Measures or the City Use Permit,the
City and Tenant shal�negotiate in good faith modifications to the Percentage Rent farmula or other
provisians of this Agreement,the effect of which modifications wauld place Tenant in a comparab�e
financial position had such Statutes not been enacted or issued.
c. Landlord's Use of Parkin�. Notwithstanding anything to the cantrary, City
maintains the right to utilize the Sports Pazk parking lot for its own use so long as it daes nat
unreasanably interfere with Tenant's activities.
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d. Landlord's Use of Land and Non-Competition. Landlard expressly reserves
unta itself the right to use the rest of the Land for whatever puzpose it may choose sa long as such
use does not unreasanably interfere wzth Tenant's use of the I'remises hereunder. Landlard shall nat
compete with Tenant by itself organizing, or by contracting with third parties to arganize, softball
or baseball leagues or tournaments either on the Land or elsewhere in the City,provided that a)local
non-profit youth baseball or youth softball organizations may contract with Landlord to play lacal
youth baseball or softball games(but not taurnaments designed to attract out of town teams)at other
Landlt�rd owned praperty and b)Landlord may cantinue to offer and organize local youth baseball
or softball programs currently offered by Landlord as af the date of this Agreement at other Landlord
owned property,but shall not offer or organize any new youth baseball or softball programs during
the Term and shall use reasonable efforts to encourage existing youth baseball and softball programs,
aver a reasanable transitian period,to utilize the Spt�rts Park.
9, Landlord's Development of the Sports Park.
a. Landlord's Construction(?bli�aLions. The Sports Park Improvements shall
be canstructed by Landlord,as set forth in the Project Description and the Plans and Specifications,
promptly and with due diligence. The quality of construction and the quality of materials used in
the construction of the Sports Park Imprflvements shall be of a first class quality and in accordanee
with the Proj ect Description and the Plans and Specif cations. Landlord shall prosecute Landlord's
canstruction obligations hereunder to completion without undue interruption or delay and in a good,
workmanlike manner. Landlard warrants that it will endeavor to cause the Sports Park
Impravements ta be completed and possessian of the Premises delivered to Tenant on or before
August 1,2002. In the event the Sports Park Impravements are not completed and p4ssession of the
Premises is not delivered to Tenant on or before August 1,2002,Tenant shall have na obligation ic�
pay any rent or ather payments or perform any ather obligations under this Agreement until the Term
Cornmencement Date. Landlord sha1�have na liabiiity to Tenant for failure to compiete the Sports
Park Improvements and deliver passession of the Premises on or before the date hereinbefore
described. Tenant shall, however, have the option to terminate this Agreement, without further
obligation or liability hereunder, in the event Landlord is unable to complete the Sports Park
Improvements and deliver possession of the Premises to Tenant on or before May 1, 2003.
b. Guarantee af Materials. Landlord shall guarantee all work perfarmed by or
for Landlord in the construction of the Sports Park Improvements against defective workmanship
and materials for a period of one(1)year from the Term Commencement Date(or such langer period
as may 6e specified in the Plans and Specifications}. Landlord,if permitted,shall assign to Tenant
(or enforce for Tenant's benefit) any and all guarantees and/or warranties of workmanship and
materials which it may receive ar which are required in the Plans and Specifications with respect ta
those portions of the Premises required to be maintained and repaired by Tenant hereunder. Within
fifteen{15}days after receipt of Landlord's certification of substantial completion ofthe Premises,
Tenant shall supply to Landlord a written pwzch list{the"Punch List"}setting forth any additional
carrective work to the Premises which Tena.tit believes is required to be performed pursuant to the
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Plans and Specifications. In the event�hat no Punch List is provided by Tenant within such fifteen
(15}day period, then Tenant shall be deemed to have accepted the Premises in its entirety subject
to Landlord's guarantee obligations described above and azzy repair and maintenance obl'zgations of
Landlord under Section 11(b)below,Landlord sha11 endeavor ta complete ar carrect the Punch List
items pramptly and with due diligence.
c. Termination if Financin�;Unavailable. Noiwithstanding any ather provision
af this Agreernent, if Landlard is in good faith unable to secure adequate canstructian financing to
enable it to award a constructian contract, based upon bid prices received by zt, Landlord may
terminate this Agreement by giving Tenant thirty {30}days' advance written notice.
10. Utilities and Services. Tenant shall make all arrangements for and pay prior ta
delinquency all utilities and services furnished to or used by it or its licensees or subtenants,
including, withaut limitation, gas, electricity, water, telephone service, communicatians, cable
television, trash callection, sewer, and storm drainage. Landlord shall, as part af its construction
obligations,contract for and pay ali necessary charges to connect the Sports Park,and all necessary
locatians within the Sports Park,ta,or to access,gas,electrical,water,telephone,communications,
cable television lines Qr sauxces, sewer, and starm drainage.
11. Maintenance and Repairs.
a. Tenant's Obli�ations. Except as provided in Section 11(b}below,throughout
the Term,Tenant sha11,at Tenant's sole cost and expense maintain the entire Premises in a safe and
first class candition and in goad repair{damage by casualty described in Section 13 excepted)and
in accordance with (i} all applicable Statutes; (ii) the insurance underwriting baard or insuranee
services affice having ar claiming jurisdiction aver the Premises; {iii) all insurance companies
insuring all or any part of the Premises;and(iv)standards consistent with other Big League Dreams
Sports Parks. Semi-armual meetings shall be held between BLD's Maintenance Supervisor arid
Landlord's Park Maintenance Fareman to reaffirm that these standards are achieved.
b. Landlord's Qb�igations. For the first five(5}Lease Years,Landlord shall,at
Landlord's sole cost and expense make all repairs and replacements required because of latent
defects ar latent faulty installation or construction by Lar�dlord or as the result of the act, default,
ornission,or negligence ofLandlard,its emplayees,agents,licensees,contractors,or subcantractors.
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Big League Dreams Redding Sports Park Lease
c. Furniture, Fixtures & Equipment. Within thirty (30) days of submission of
written receipts therefor,the Landlord shall reimburse Tenant for the initial purchase of the FF&E.
All FF&E shall be maintained by Tenant pursuant to Section 11(a).
12. Alterations. Tenant shall not make any alterations or additions to the Premises(other
than interior, non-structural alterations costing not more than $25,000 in any one instance) after
completion of the Sports Park Improvements without the prior written consent of the City Manager,
which consent may be withheld in the sole discretion of the Landlord. If Tenant desires to make any
alterations to the Premises as provided in this section, the alterations or additions shall not be
commenced in any case until twenty (20) days after the City Manager lias received written notice
from Tenant stating the date the construction of the alterations or additions is to commence so that
the City Manager, on behalf of Landlord, can post and record an appropriate notice of
nonresponsibility. Any alterations or additions or changes to the Premises made by Tenant shall be
done in accordance with all applicable laws, rules, and regulations, including building codes and
prevailing wage requirements if applicable. All such work requiring a building permit shall be
performed under the direction and supervision of a competent contractor(s) licensed and in good
standing under the laws of the State of California. Tenant shall not permit any mechanic's or
materialman's liens to remain against the Premises for work or materials furnished in connection
with any such alterations, additions or changes to the Premises. If Tenant shall, in good faith,
contest the validity of any such lien, Tenant shall, at its sole expense, defend itself and Landlord
against the same and upon Landlord's request,furnish to Landlord a surety bond in an amount equal
to one hundred twenty percent (125%) of such contested lien indemnifying Landlord against the
liability for same and holding the Premises free from any affect of such lien. All alterations and
additions to the Premises shall become the property of Landlord and shall remain on and be
surrendered with the Premises at the expiration or sooner termination of this Agreement.
13. Destruction.
a. Partial Destruction; Restoration b�Tenant. If the Premises are damaged or
destroyed during the Term,the cost of repairing the Premises is less than thirty percent(30%)of the
replacement cost of the Sports Park Improvements constituting the Premises and the Term has at
least ten(10)years remaining,then Tenant shall,promptly restore the Premises to substantially the
same condition as they were in immediately before such damage or destruction,in accordance with
the original Plans and Specifications (except for changes as may be required by changed building
and safety codes, which Tenant shall make at Tenant's sole cost and expense). Such damage or
destruction shall not terminate this Agreement. Tenant shall, use commercially reasonable efforts
to complete such repairs within one-hundred eighty (180) days from the date of the casualty.
b. Maj or Dama�e or Destruction; Tenant's Ri�ht to Terminate. If the Premises
are damaged or destroyed by flood or earthquake (or other casualty not covered by the all risk
1 7 ReddingLease4_30.wpd
Big League Dreams Redding Spor�s Park Lease
property insurance required to be maintained by Tenant) during the Term and the cast of repairing
the Premises is thirty percent (30°l0} or more af the replacement cost of the Sports Park
Imprc�vetnents constituting the Premises,then Tenant shall have the option af either repairing and
reconstructing the Premises or of tezminating this Agreement. Natwithstanding the foregoing,
provided that damage or destruction ta the Premises is due to a cause covered by the all risk property
insurance required by this Agreement or by insurance atherwise maintained by Tenant,then Tenant
shall restore the Premises to substantially the same condition they were in immediately before such
damage or destruction, zn accordance with the original Plans and Specif catians {except for any
changes that may be requixed by changed building and safety codes, which Tenant shall rnake at
Tenant°s sole cost and expense)to the extent of insurance proceeds received;provided,however,that
(1)if the cost of the restaration of the Sports Park Improvements sha11 exceed the insurance proceeds
available to Tenant to perform such restoration by an amount in excess of$l OQ,000,or(2)there is
darnage ta ar destruction ofthe Fremises and the gover�imental restrictians then in effect with respect
ta the Premises prahibit canstruction ofeconomically viable xeplacement improvements with respect
to a use which Tenant has a right ta make under this Agreement, or (3) such destruction occurs
during the last five{5�years of the Initial Term or during any extensian term of this Agreement,then
Tenant shall have the right to terminate this Agreement as hereinafter set forth.
To exercise the right of terminatian described in this subsectian {b}, Tenant must
comply with all of the following conditions:
i. Give Landlord notice oftermination within thirty{30}days after the
damage or destruction,specifying the date of termination which sha11 be nat less tl�an sixty(60)days
nor more than one hundred twenty {�20) days after the date such nt�tice of termination is given;
ii. Priar to the terminati4n date,cure any defaults on Tenant's part under
this Agreement;
iii. Continue t�znake all payments when due(including without lirnatation
the prorated portion ofany additional rent,including any rent due under Section 4{g},becoming due
after Tenant has given the notice of termination but prior to the date of terminatian), if any, as
required by the provisions of this Agreement until the date af termination;
iv. Prior to the termination date,pay in fu11 any outstanding indebtedness
incuned by Tenant and secured by an encumbrance or encumbrances on the leasehold, or
alternatively,deliver to Landlord the written consent of the holders of all such encumbrances to the
early terminatian of this Agreement and extinguis�unent of their Iiens;
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Big Leagus Dreams Redding Sporfs Park Lease
v, Prior to the termination date, cause to be discharged all liens and
encuznbrances encumbering the Premises or Tenant's leasehald interest resulting from any act or
omission of Tenant;
vi. On or hefore the termination date,de�iver pass�ssion of the Premises
to Landlord, quitclaim all right, title and interest in the Premises to Landlord and cease to do
business on the Premises, and vacate the Premises;
vii. Priar to the termination date,effectively relinquish,assign,and deliver
ta Landlord all insurance proceeds resulting from the casualty.
In the event of any such termination,any additionai rent paid in advance shall be prarated tluough
the date the Agreement is terminated.
c. Abatement or Reduction of Rent. In case of any damage ar destruction where
this Agreernent is not terminated, there shall be no abatement or reductian of Percentage Rent or
additional rent; however, during the period of reconstructian, Tenant may cantinue to conduct
business from the Premises from temporary facilities or temporary structures subject to compliance
with 1oca1 building and safety codes or other applicable municipal codes. Tenant shall use
comrr�ercially reasonable effarts ta camplete such reconstruction and re-open the Premises for
business within a reasanable time,not to exceed ten(10) months in the aggregate.
d. Insurance Prc�ceeds. If Tenant is obligated or elects to restore the Premises
pursuant to this seetian, the proceeds of any insurance maintained under this Agreement shail be
disbursed pursuant to a customary constructian disbursement system ar service for payment of costs
and expenses of repair. If the insurance proceeds are insufficient to cover the cost of repair, and
Tenant is nonetheless obligated to repair under Section 13(b),then Tenant shall deposit the amount
of the deficiency with Landlord, and such funds shall be disbursed first, and the balance of the
construction costs sha1� be disbursed from the insurance proceeds by Landlord.
14. Insurance and Indemnitv.
a. Liability Insurance. Effective as of the Term Commencement Date,Tenant
shali pracure at its sole cost and expense, and thereafter keep in effec�at all times until the end af
the Term,commercial general liabiiity insurance which shall include broad farm cantractual liability
insurance coverage insuring all of Tenant's indemnity obligatians under this Agreement. Such
coverage shall have a rninimum cambined single limit of liability of at least $2,000,000. If
commercial general Iiability insurance or other form with a generai aggregate limit is used, the
general aggregate limit shall be twice the required occurrence limit. Tenant's public liability
insurance shall include dram shop Iiabiiity insurance or liquor liability insurance. All of Tenant`s
1} ReddingLzase4_3Q.�vpd
Big League Dreams Redding Sports Park Lease
pubiic liability insurance policies sha11 be written to apply to all bodily injury, property damage,
personal injury and other covered lass,however accasioned,occumng during the palicy term, and
shall be endorsed to provide that such coverage sha��be primary and that a.ny insurance maintained
by Landlard shall be excess insurance only.Tenant may satisfy the requirements af this subsectian
(a) by having BLI7 USA obtain a master policy of liability insurance applicable to multiple Big
League Dreams Sports Parks which shall,by endorsement, specifically name the Sports Park as an
insured and comply with other requirements of this Section 14 applicable to such insurance.
b. Workers' Compensatian Ins�rance. Tenant and Tenant's sublessees and
concessionaires shall maintain workers'compensation insurance in accordance with California law
and an employer's liability insurance endorsement with customary limits.
c. Prapert Instzrance.
i. All Risk Covera�e. Tenant shall at Tenant's expense obtain and keep
in force during the Term of this Agreement (commencing as of the Term Commencement Date}a
policy of insurance covering loss or damage to the Premises,all FF&E,and other personal property
of Tenant and Landlord,zn the amount af the full replaceznent value thereof, as the same may exist
from time ta time, against all perils included within the classification of fire, extended coverage,
vandalism,malicious mischief, and special extended perils ("all risk," as that term is known in the
insurar�ce industry).Ifsuch insurance coverage has a deductible clause,the deductible amount shal�
not exceed$20,000 per occurrence. Tenant shall be liable for such deductible amount.Tenant shall
obtain such endoxsements as are recammended by Landlord's risk manager, including, without
limitation, an endorseznent for changes in building codes, provided such end.arsements may be
obtained on commereially reasonable terms. Landlord shall be �he loss payee on such policy.
Landlord shall receive and retain all insurance proceeds to the extent they are not used to rebuild the
Premises following an insured casualty.
ii. Replacement Value. The "full replacement value" ofthe property to
be insured under this section shall be determined by the company issuing the insurance policy at the
time the policy is initially obtained. Not more frequently than once every two(2�years,either party
shall have the right to natify the other party that it elects to have the replacement value redetermined
by an insurance company. The redetermination shai�be made promptly and in accordance with the
rules and practices ofthe insurance cc�mpany,and each party shall be promptly notified afthe results
by the campany. The insurance policy shall be adjusted according to the redetermination.
d. Insurance Policies.
i. Coverage.Re-Evaluatron. Not more frequentiy than once evezy ten
(10)years,if in the reasonable opinion of Landlord the amount or type of any insurance at that time
is not adequate or not provided for herein, Tenar�t shall either acquire or increase the insurance
coverage as required by Landlord provided Tenant may abtain such increased coverage on
cammercially reasonable terms.
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Big League Dreams Redding Sports Park Lease
ii. Policv and Companv Reguirements. Tenant shall deliver to Landlord
copies of policies of such insurance or certificates with attached original endorsements evidencing
the existence and amounts of such insurance with loss payable clauses as required by this Section
14. Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord
with renewals or binders thereof. Insurance is to be placed with insurers with a current A.M.Best's
rating of no less than A-:VII and licensed to do business in the State of California. All policies of
insurance must(other than the property insurance,which shall name the Landlord as the loss payee)
be endorsed to contain the following:
(1) The Landlord, its members, council members, officers,
employees,volunteers,and any additional parties designated by the Landlord,as additional insureds.
The coverage shall contain no special limitations of the scope of protection afforded the Landlord.
(2) The insurance coverage shall be primary insurance as respects
the Landlord,its members,council members,officers,employees,agents,and any additional parties
designated by the Landlord. Any insurance or self-insurance maintained by the Landlord, its
members, council members, officers, employees and volunteers, and any additional parties
designated by the Landlord shall be excess of the insurance and shall not contribute with it.
(3) No such policy shall be cancelable or subject to reduction of
coverage or other modification expect after thirty (30) days prior written notice to Landlord.
(4) As respects workers'compensation insurance,the policy shall
be endorsed with a waiver of subrogation clause for Landlord, its respective members, board
members, officers, employees, and volunteers.
iii. Pol icv Compl iance. Tenant shall not use the Premises in any manner,
even if the use is for the purposes permitted herein, that will result in the cancellation of any
insurance required under this Agreement.Tenant further agrees not to keep on the Premises or permit
to be kept,used,or sold thereon,anything prohibited by any fire or other insurance policy covering
the Premises.
iv. Failure to Obtain Insurance. If,after written notice and a fifteen(15)
day opportunity to cure, Tenant shall fail to obtain any insurance required under this Agreement,
Landlord may,at its election, obtain such insurance and Tenant shall, as additional rent,reimburse
Landlord for the cost thereof plus a five percent(5%)handling charge,within five(5)days following
demand therefor. If Tenant fails or refuses to maintain insurance as required hereunder, or fails to
provide the proof of insurance,Landlord shall, subject to the notice and cure provisions of Section
17(a)(v), have the right to declare this Agreement in default, and Landlord shall be entitled to
exercise all legal remedies for breach of this Agreement.
v. Relationship to Indemnities. All insurance required to be provided
hereunder is in addition to,and not in lieu of,the indemnity provisions of Section 14(�hereof. The
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Big League Dreams Redding Sporfs Park Lease
pracurir�g af such required policies of insurance shall not be construed to limit Tenant's liability
hereunder, nor to fuifill the indemnification provisians and requirements af this Agreement.
e. Waiver of Subro ation. Tenant and Landlord each hereby release and relieve
each ather, and waive their right af recovery against the other, for loss or damage arising aut of or
incider�t ta the periis insured against under Section 14(c), which perils occur in, on ar about the
Premises, whether due to the negligence of Landlord, ar Tenant or their agents, employees,
contractors andlor invitees,but only to the extent of insurance coverage.Tenant shall,upon obtaining
the policies of insurance required hereunder,give notice to the insurance carrier or carriers that the
�oregoing mutual waiver of subrogatian is cantained in this Agr�ement and obtain the insurance
C�T2'if'I'`S WT11�k8T1 COIiSE�Ti���iE2'�t0.
F. Indemnitv. Tenant shall,commencing with the Term Commencement Date,
indemnify, defend, protect, and hold harmless Landlord, the City and their respective members,
ernplayees, agents and contractars (collectively the "Indemnitees") from and against any and a11
claims, lasses, proceedings, darnages, causes of action, liability, costs and expenses (including
reasanable attorneys'fees),arising from or in conneetion with,or caused by(i)any act,omission ar
negligence of Tenant or any sublessee 4f Tenant,or their respective contractors,licensees,invitees,
agents,servants or employees,wheresaever the same may occur;{ii}any use of the Premises,or any
accident, injury, death or damage to any person or property occurring in, on or about the Premises,
or any part thereof, or from the canduct of Tenant"s business or from any activity, wark or thing
done, permitted or suffered by Tenant or its sublessees, contractars, employees, or invitees, in or
about the Premises, or elsewhere (other than when arising as a result of defective construction or
workmanship by Landlord or its cantractors or agents,or gross negligence or intentional misconduct
of an Indemnitee);and{iii)any breach or default in the performance of any obligations on Tenant's
part to be performed�ander the terms of thzs Agreement, or arising from any negligence of Tenant,
or any such claim or any actian or proceeding brought thereon;and in case any action or proceeding
be braught against an Indemnitee by reason of any such claim, Tenant upon notice from Landlord
shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant
sh.all have no duty ta defend or indemnify Landlard ar any other Indemnitee from any Legal
Challenge. Tenant, as a material part of the consideration to Landiord, hereby assumes all risk of
damage ta property ar injury to person in, upon or about the Premises arising from any cause other
than defective construction ar workmanship by Landlord or its cflntractors ar agents, gross
negligence or intentional misconduct gf an Indemnitee,or Hazardous Materials existing on the Land
prior to the Term Commencement Date as pravided 'zn Section 30 and Tenant hereby waives all
claims zn respect thereofagainst Landlord.These provisions are in add'ztian to,az�d not in lieu of,the
insurance required under this 5ection 14.
15. Conde�nnation.
a. Definitions.
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Big League Dreams Redding Sports Park Lease
i. "Condemnation"means(A)the exercise of any governmental power,
whether by legal proceedings or otherwise,by a Condemnor and(B)a voluntary sale or transfer by
Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for
condemnation are pending.
ii. "Date of Taking" means the date the Condemnor has the right to
possession of the property being condemned.
iii. "Award'means all compensation,sums,or anything of value awarded,
paid, or received on a total or partial condemnation.
iv. "Condemner" means any public or quasi-public authority, or private
corporation or individual,having the power of condemnation or eminent domain.
b. Ri�hts and Obli�ations Governed b�Lease. If during the Term there is any
taking of all or any part of the Premises or any interest in this Agreement by Condemnation, the
rights and obligations of the parties shall be determined pursuant to this section. Each party waives
the provisions of California Code of Civil Procedure Section 1265.130 allowing either party to
petition the Superior Court to terminate this Agreement in the event of a partial taking of the
Premises.
c. Total Takin�. If the Premises are totally taken by Condemnation, this
Agreement shall terminate on the Date of Taking.
d. Partial Takin�. If any portion less than all of the Premises is taken by
Condemnation,this Agreement shall remain in effect,except that Tenant can elect to terminate this
Agreement if,in the reasonable judgment of Tenant,the portion of the Premises not so taken cannot
be so repaired or reconstructed, taking into consideration the amount of the award available for
repair, so as to be suitable for Tenant's continued use of the Premises for the same use as the
Premises are being used immediately prior to the taking and the remaining Premises would not be
economically feasibly usable by Tenant.If Tenant elects to terminate this Agreement,Tenant must
exercise its right to terminate by giving notice to Landlord within thirty (30)days after the Date of
Taking. If Tenant elects to terminate this Agreement, Tenant also shall notify Landlord of the
effective date of the termination, which effective date shall not be later than ninety(90) days after
Tenant has notified Landlord of its election to terminate. If Tenant does not terminate this
Agreement within the ninety(90)day period,this Agreement shall continue in full force and effect.
23 ReddingLease4_30.wpd
Big Geague Dreams Redding Spor�s Park Lease
e. Restaration of Premises. If there is a partial taking of the Premises and this
Agreeznent remains in full force and effect pursuant to Section 15{d}, Tenant shall commence a11
necessary restoration as pramptly as reasonably practicable under the circumstances but in all events
within thirty (30) days after receipt of the Award, and shall thereafter diligently puxsue such
restoration work to completion.
f. Temporary Takin�. On any taking of the temporary use of a11 or any part or
parts of the Premises for a period,or of any estate less than a fee,ending on or before the expiration
date of the Term,the Term shall not be reduced, extended,or affected in any way,and Tenant sha.]1
be entitled to any Award for the use or estate taken. If a result of tlie temparary taking is tc�
necessitate expenditures for changes, repairs, alterations, modifications, or reconstruction of the
Sports Park Impravements, the Award shall be paid to Tenant, and Tenant shall commence all
n�cessary changes, repairs, alterations, modifications ar reconstructian of the Sparts Park
Improvements as promptly as reasanably practicable under the circuxnstances but in a11 events within
thirty {30} days after receipt of the Award, and sha11 thereafter diligently pursue such restoration
work to completion. At the completion of the work and the discharge of the Premises from all liens
and claims, Tenant shall be entitled ta any surplus and shall be liable for any deficit. If any such
taking is for a periad extending beyond the expiration date af the Terrza,the taking shall be treated
under the faregoing provisians for tatal and partial takings,depending upan whether the temporary
taking is of all or only a part of the Premises.
g. At�nlication of Award. No Award for any partial or entire taking shall be
apportioned. Awards for partial or tempozary takings, where the Lease is not terminated, shall be
applied by Tenant to restaration of the Premises as pravided above. Tenant hereby assigns to
Landlard any Award far a total taking which may be made,together with any and a11 rights of Tenarlt
now or hereafter arising in or to the same or any part thereof; provided, however, that nothing
contained herein sha11 be deemed to give Landlord any interest in ar require Tenant to assign to
Land�ozd any Award made ta Tenant for the unaznortized value of arzy additions or irr�provemer�ts
on the Premises constructed by Tenant in accordance with this Agreement(amartized on a straight
line basis over the remainder of the Term of this Agreement from the Date of Taking),the taking af
personal property and fxtures belonging to Tenant arid removable by Tenant at the expiration of the
Term hereof, as provided hereunder, ar for the znterruption of, damage to, or lass of Tenant's
business and goodwill,or far relacation expenses recaverable against the condemning authority,or
in the event af a partial taking, the cost of restoring the Premises to a usable condition.
1 b. Assi�nment, Subletting and Encumbering.
a. Prohibition Against Assignment,Sublettin�,and Encumberin�.Tenant shall
have the right to assign tlais Agreement to an affiliated entity as to which a Contralling Percentag�
is owned by BL"D USA. Tenant sha11 not assign, transfer, or encumber all or any portion of its
interest in this Agreement or in the Premises, or sublease all or any part of the Premises, or aliow
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Big League Dreams Redding Sports Park Lease
any other person or entity (except Tenant's authorized representatives)to occupy or use all or any
part of the Premises, without Landlord's prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned. No licensees, concessionaires or sublessees of all
or part of the Premises shall,without the prior written approval of Landlord,be Affiliates of Tenant.
In the event Landlord approves any assignment or subletting of the Premises, Landlord shall
cooperate with Tenant in effectuating the reasonable requirements of prospective assignees or
sublessors to complete any such transaction. In no event is Tenant or any subtenant authorized to
encumber the Premises or the FF&E provided by Landlord without the advance written approval of
Landlord, which approval may be granted or withheld by Landlord in its sole discretion.
i. Approval Procedure forAssignments and Subleases. Tenant shall first
notify Landlord at least forty-five (45) days prior to the proposed effective date of any assignment
or sublease,in writing,of its desire to do so and shall submit in writing to Landlord(1)the name of
the proposed subtenant or assignee, (2) the terms and conditions of the proposed sublease or
assignment(including a copy of the written agreement for same,)(3)financial statements for the two
most recent completed fiscal years of the proposed subtenant or assignee,and(4)a bank reference.
Thereafter,Tenant shall furnish such supplemental information as Landlord may reasonably request
concerning the proposed subtenant or assignee.At any time within thirty(30)days after Landlord's
receipt of the information specified above, Landlord may by written notice to Tenant elect to (1)
consent to the sublease or assignment,or(2)disapprove of the sublease or assignment in Landlord's
reasonable discretion. Such grounds may include, without limitation, a possible material adverse
effect upon the reputation of the Project from the nature of the subtenant or assignee; a reputation
for financial reliability on the part of the proposed subtenant or assignee which is unsatisfactory in
the sole judgment of Landlord; insufficient experience of the subtenant or assignee to operate the
Sports Park; likely adverse impact on the Gross Revenues of the Sports Park; or inexperience in
performance of Tenant's other obligations under this Agreement. If Landlord consents to the
sublease or assignment(or fails to respond to Tenant's request)within the forty-five(45)day period,
Tenant may thereafter enter into such assignment or sublease of the Premises, upon the terms and
conditions and as of the effective date set forth in the information furnished by Tenant to Landlord.
ii. Executed Document Copv. Notwithstanding Landlord having granted
its consent to any assignment or subleasing, prior to the effective date of any assignment or the
commencement date of any sublease,Tenant shall furnish Landlord with a copy of the fully executed
sublease or assignment agreement.
iii. Minimum Term. No sublease of the Premises or portion thereof, or
assignment of this Agreement, shall be for a period of less than one(1)year,nor shall any sublease
extend beyond the expiration date of the Term of this Agreement.
iv. Assum�tion. Each permitted assignee or transferee shall assume and
be deemed to have assumed, and each sublessee shall be bound by, this Agreement. In the case of
25 ReddingLease4_30.wpd
Big l.eague Dreams Redding Spor�s Park Lease
an assignment of this Agreement where Landlord's approval is required and Landlard so consents
in writing, Landlord shall not release Tenant fram any further abligations arising under this
Agreement after the date of the assignment unless such assignment specifically provides for such
a release.Na assignment shall be binding on Landlord unless such assignee or Tenant shall deliver
to Landlord a counterpart of such assignment which contains a �ovenant of assumption by the
assignee,but the failure ar refusal of the assignee to execute such instrument of assumption sha11 not
release or discharge the assignee fram its liability as set forth above.
b. Additional Pravisians. No consent by Landlard to any assignment,
encumbrance,or sublease shall constitute a waiver of the provisions of this section,Tenant shall nat
make any modifications to an approved sublease without Landlord's prior written consent. For the
purposes hereof, an "encumbrance" shall mean a mortgage, deed o�trust, land sale contract, lease
or other financing device. Any attempted assignment, encuambrance, ar Lease, zf not approved by
Landlord in advance pursuant to this Section 16, shall be vaidable by Landlard and, at Landlord's
election, shall, subject to the notice and cure pravisians of Section 17(a)(v), canstitute a default
hereunder. For purposes of this Agreement, the creation of any concession agree�nent or similar
agreement for the aperation of the foad and beverage facilities at the Sports Park is also considered
a sublease.
17. Default.
a. Tenant's Default. The occurrence of any of the following shall constitute a
default by Tenant:
i. Failure to Pav Rent. Failure to pay rent(whether Percentage Rent,
or any other rent due to Landlord)or any other additional payment required to be made by Tenant
herettnder as and when due,where such failure continues for ten(l 0}days after delivery by Landlorc�
to Tenant of written notice of such failure.
ii. Failure to Pay Tcrxes. Failure to pay any Taxes on a timely basis,ar
the failure to provide any insurance required hereunder,where such failure continues for fifteen(15)
days after delivery by Landlord af written notice of such failure to Tenant.
iii. Surrender. Abandonment or surrender of the Premises ar �he
leasehald estate by Tenant.
iv. De�ault Under Related AQreements. Tenant's default under any
Related Agreernent,where such default is nat cured by Tenant(or BLD USA,as applicable)within
the cure period applicable to such default, if any,under such agreements.
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Big League Dreams Redding Sports Park Lease
v. Default Under thisAgreement. Failure to perform any other covenant
or provision of this Agreement, if the failure to perform is not cured within thirty (30) days after
delivery by Landlord to Tenant of written notice. If the failure to perform cannot reasonably be
cured within thirty(30)days,Tenant shall not be in default of this Agreement if Tenant commences
to cure the failure to perform within the thirty(30)day period and thereafter diligently and in good
faith prosecutes the cure to completion.
vi. Attachment. The subjection of any right or interest of Tenant to
attachment, execution, or other levy, or to seizure under legal process, if not released within sixty
(60) days after written notice from Landlord to Tenant.
vii. Insolvencv. An assignment by Tenant for the benefit of creditors or
the filing of a voluntary or involuntary petition by or against Tenant under any law for the purpose
of adjudicating Tenant a bankrupt;or for extending time for payment,adjustment,or satisfaction of
Tenant's liabilities; or for reorganization, dissolution, or arrangement on account of or to prevent
bankruptcy or insolvency; unless the assignment or proceeding, and all consequent orders,
adjudications, custodies, and supervision are dismissed,vacated, or otherwise permanently stayed
or terminated within sixty (60) days after the assignment, filing, or other initial event.
viii. Receivership. The appointment of a receiver,unless such receivership
is terminated within sixty (60) days after the appointment of the receiver, to take possession of
Tenant's interest in the Premises or of Tenant's interest in the leasehold estate or of Tenant's
operations on the Premises for any reason,including but not limited to,an assignment for the benefit
of creditors or voluntary or involuntary bankruptcy, but not including receivership (A)pursuant to
a permitted first leasehold encumbrance,or(B)instituted by Landlord,the event of default being not
the appointment of a receiver at Landlord's instance but the event justifying the receivership.
b. Landlord's Remedies.
i. Cumulative �Vature of Remedies. If any default by Tenant shall
continue uncured,following notice of default as required by this Agreement,for the period, if any,
applicable to the default under the applicable provision of this Agreement,Landlord shall have the
remedies described in this subsection(b)in addition to all other rights and remedies provided by law
or equity, to which Landlord may resort cumulatively or in the alternative.
ii. Termination. Landlord may at Landlord's election terminate this
Agreement by giving Tenant written notice of termination. In the event Landlord terminates this
Agreement, Landlord may recover possession of the Premises (which Tenant shall surrender and
vacate upon demand)and remove all persons and property therefrom. Landlord shall be entitled to
recover as damages all of the following:
27 ReddingLease4_30.wpd
Big League Dreams Redding Sporfs Park Lease
(1) The worth at the time of the award of any unpaid rent or other
charges which have been earned at the time of termination;
(2) The worth at the time ofthe award ofthe amount by which the
unpaid rent and other charges which would have been earned after termination until the time of the
award exceeds the amount of the loss of such rental or other charges that Tenant groves could have
been reasonably avQided;
(3) The worth at the tirne ofthe award of the arnount by which the
unpaid rent and other charges for the balance of the Term after the time of the award exceeds#he
amaunt of the loss of such rental and other charges that Tenant proves could have been reasonably
avoided; and
(4) Ar�y other amount necessary to campensate Landlord far the
detriment proximately caused by Tenant's failure to perform its obligations under this Agreement
or which in the ordinary course of things would be Iikely to result therefrom.
izi. Worth Z7e„�ned. As used in subsections(1)and(2)above,the "worth
at the time af the award" shall be camputed by allowing interest at the rate af ten percent(10%}per
annum.As used in subsection(3)above,the"worth at the time of the award"shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San Francisca at the
time of the award.
iv. Cantinuatron of the Lease. Even though Tenant has breached this
Agreement and abandoned the Premises,at Landlord's option this Agreement shall cantinue in effect
for so long as Landlord does not terminate Tenant's right to possession. Landlord may enforce a1i
of its rights and remedies hereunder, including the�ght to recover rent as it comes due under this
Agreement.In such event,Landlord will perm.it Tenant to sublet the Premises or to assign its interest
in�his Agreement, or both, with the consent af Landlord, which cansent will not unreasonably be
withheld provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to
credit and reputation and will occupy the Premises for the same purposes specif ed herein, and
provided that Tenant shall cure all defaults to Landlord as a condition precedeant to the effectiveness
of Landlard's consent. Far purposes af this subsectian, the foliowing shali not canstitute a
terminatian of Tenant's right to possession: (i)acts of maintenance or preservation or efforts to relet
the Premises; or (ii} the appointment of a receiver under the initiative of Landlord to protect
Landlord's interest under this Agreement.
v. Use of�'enant's Personal Pro,perty. Landlord may at Landlord's
electio� use Tenant's personal property and trade fixtures located on, about or appurtenant ta the
Premises or any of such property and fixtures withc�ut compensatian and without liability for use or
damage,ar store them for the account and at the cast of Tenant. The eiection of one remedy for any
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one item shall not foreclase an election of any other remedy for another item or for the same ifiem
at a later time.
vi. Assi nment ofSubrents. Tenant assigns to Landlord all subrents and
other sums falling due from subtenants, lzcensees, and concessionaires (herein eollectively called
"suhtenants") during any period in which Landlord has the right under this Agreement, whether
exercised or not,to reenter the Premises for Tenant`s default. Tenant shall not have any right to such
sums during that period. This assignment is subject and subordinate to any and all assignments of
the same subrents and ather sums to the lender under a permitted first leasehold encumbrance.
Landlard may at Landlord's election reenter the Preznzses with or without process of law, without
terrninating this Agreement, and either or both collect these sums or bring actian for the recovery
af the sums directly from such abligars. Landlord shal�receive an:d collect all subrents and proceeds
from reletting,applying them:first,ta the payment of reasonable expenses(including attorneys'fees
or brokers' commissions or both} paid or incurred by or on behalf of Landlard in recovering
�OSS@SSIOTl, placing the Premises in gaod conditzon, and preparing or altering the Premises for
reletting; second,to the reasonable expense of securing new subtenants; third,to the ful�"illrnent of
Tenant's covenants to ihe end of the Term;and fourth,ta Landlord's uses and purposes. Tenant sha11
nevertheless pay to Landlord on the due dates specified in this Agreement the equivalent of all sums
required of Tenant under this Agreement,plus Landlord's expenses, less the proceeds of the sums
assigned arzd actually cflllected under this provision.
c. Late Char�e. Tenant hereby acknowledges that late payznent by Tenant to
Landlord af rent and ather charges due under this Agreement will cause Landlord to incur costs no#
contemplated by this Agreement,the exact amount of which will be extremely difficult to ascertain.
Such costs include,but are not limited to processing and accounting charges,and late charges which
may be impased on Landlard by the terms of any mortgage or trust deed cavering the Premises, or
bond issues of Landlord. Accordingly,if any delinquent installment of rent or any other charge due
from Tenant is not received by Landlord or Landlord's designee within ten(10) days after written
demand for payment shall have been delivered by Landlard to Tenant,then, at Landlord's election
and upon Landlard's deznand,Tenant shall pay to Landlord a late charge equal to ten percent(10°l0}
af such avezdue amaunt. The parties hereby agree that such late charge represents a fair and
reasanable estimate of the costs Landlord will incur by reason of the late payment by Tenant. No
late charge may be imposed more than once for the same late rental payment. Acceptance of such
late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such
overdue amount. If Tenant fails to pay any two installments af Percentage Rent in the time
(including applicable notice and cure periads)required by this Agreement,then Landlord also sha11
have the right, for a period of three {3} Lease Years, to require that all future Percentage Rent be
payable monthly rather than quarterly. Landlord shall give Tenant written notice of such election
at least five (5) days before the next monthly payment shall be due.
d. Landlord's Default, The accurrence af the following shall constitute a default
by Landlord: Landiord's failure to perform any covenant or provision of this Agreement or of any
Related Agreement, if the failure t4 perform is nat cured within thirty (30) days after delivery by
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Big League Dreams Redding Sporfs Park Lease
Tenant to Landloxd of written notice specifying the specific nature of the alleged default. If the
failure to perform cannot reasonably be cured withinthirty(30)days,Landlord shall not be in default
of this Agreement or of any Related Agreement if Landlord co�nmences to cure the failure to
perfarm within the�hirty (30) day period and thereafter diligently and in good faith prosecutes the
cure to completion.
e. Tenant's Remedies. If any default by Landlord shall continue uncztred,
following notice of default as required by this Agreement,for the period specified in subsection(d)
above, Tenant may terminate this Agreement andlor pursue any and all other rights and remedies
available at law or in equity under the laws of the State of Galifornia.
1$. Landlord's Entrv on Premises. Landlord and its autharized representatives shall
have the right to enter the Premises at all reasonable times, upon giving at least twenty-four (2�}
hours prior notice, for any of the follawing purposes:
a. Verifv Condition To determine whether the Premises are in the candition
required by this Agreernent and whether Tenant is complying with its obligations under t�is
Agreement;
b. Post Notices To serve,past,or keep posted any natices required ar allawed
under the pravisions of this Agreement;
c. Show Propertv To show the Premises for any reasonable purpose at any time
during the Term; and
d. Business Pu oses To carry out any building ar property management
business purpose in or about the Premises.
Landlord shali not be liable in any manner for any inconvenience,disturbance,
loss of business, nuisance, or other damage arising out of Landlord's entry on the Premises as
provided in this section, except damage resulting from the acts or amissians of Landlord or its
authorized representatives. Tenant shall not be entitied to an abatement ar reduction of rent if
Landlord exercises any rights reserved in this section. Landlord shall conduct its activities on the
Premises as allowed in this section in a manner that reasonably attempts ta minimize any
inconvenience, annoyance, or disturbance to Tenant's business operations.
19. Natices. Any notice, demand, request, consent, appraval or cammunication that
either party desires ar is required to give to the other party shall be in writing and shall be given to
the addresses set forth below, and shall be deemed delivered three {3) days after deposit into the
United States mail,postage prepaid,by registered or certified rnail,return receipt requested. Unless
notice of a different address has been given in accordance with this section,all such notices shall be
addressed as follows:
30 ReddingL,ease4_30.wpd
Big League Dreams Redding Spor�s Park�ease
If ta Landiord,ta: City of Redding
'777 Cypress Avenue
Redding, Calift�rnia 96001
Attention: Mike Warren, City Manager
With a copy to: Redding City Attorney
77'7 Cypress Avenue
Redding, California 96001
Attention: Dave Tranberg,Assistant City Attorney
If to Tenant,to: Big League Dreams Redding,LLC
33-'700 Date Pa�m I7rive
Cathedral City, California 92234
Attention: Richard Odekirk
With a copy to: Big League Dreams USA,LLC
10550 Galena Street
Nlira Loma, California 91752
Attention: Scott Parks LeTellier
20. Attorne,YS' Fees.
a. If Landlord becomes a party to any litigation brought by any third party
concerning this Agreement or the Prernises as to which Landlord is entitled to indemnification from
Tenant,then Tenant shall be liable far actual attarney's fees and court costs incurred by Landlord
in the litigation.
b. If either pariy commences an action against the other party arising out of or
in connection with this Agreement, the prevailing party shall be en�itled to have and recover fram
the losing party its reasonable attorneys' fees and costs of suit.
21. Liti�ation Cancerning Validity of this Agreement. Tn the event any Legal
Challenge is undertaken, Landlord shall have the right, exercisable not later than ninety (90) days
from the date of this Agreement,ta terminate this Agreement by thirty (30) days written notice to
Tenant without any fizrther liability to Tenant whatsoever; pravided,however, Landlord shall not
terminate this Agreement if Tenant shali agree in writing to indemnify, defend,and hald harrnless
Landlord far all costs and expenses incurred by Land�ard an account af such Lega1 Challenge, and
shall deposit with Landlord reasonable cash or cash equivalent security therefor. Such defense sha11
be undertaken by legal counsel selected and paid for by Tenant, subject to Landlord's reasonable
approval. Landlord shall have no liability to Tenant if this Agree�nent is terminated by reason of
such Legal Challenge.
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Big League Dreams Redding Sporfs Park Lease
22. Estappel Certificates. At any time and from time ta time, within thirty (30) days
after notice af request by either party,the other party shall execute,acknowledge,and deliver to the
requesting party,or to such other recipient as the notzce shall direct,a staternent certifying that this
Agreement is unmodified and in fiill fc�rce and effect, or,if there have been modifications,that it is
in full force and effect as modified in the manner specified in the statement and acknowledging that
there are no uncured defaults or failures to perform any covenant or provision of this Agreement an
the part of the requesting party ar speczfying any such defaults ar faiiures which are claimed to exist.
The statement shall also state the dates to which the rent and any other charges have been paid in
advance. The statement shall be such that it can be relied on by any auditor, creditor, commercial
banker, and investment banker of either party and by any prospective lender with respect to the
Premises or all or any part or parts af Tenant's or Landlord's interests under this Agreement. Either
party's failure to execute, acknawledge, and deliver, on request, the certi�ed statement described
above within the specif ed time shali constitur,e a breach of this Agreement. IfTenant fails to deliver
the certificate within ten{10)days,Tenant constitutes and appoints Landlord as its special attorney-
in-fact to execute and deliver the certificate to a third party, which appointment is irrevocable and
is hereby coupled with an interest.
23. Subordinatian. Thi.s Agreement is subject and subardinate to all prior leases and
underlying liens, martgages and deeds of trust which now affect the Premises ar the Land, and to
all renewals, modificatiflns, consoiidations,replacements, and extensians thereof. If the holder or
holders of any such mortgage or deed af trust shaii advise Landlord that they desire or require this
Agreement to be prior and superior thereta, upan wwz�ztten request of Landlard to Tenant, Tenant
agrees promptly ta execute, acknawiedge,and deiiver any and all documents ar instrumen.ts which
are reasonably necessary or desirable far purposes thereo£ Landlard shall have the right to cause
this Agreement to be and become and remain subject and subordinate to future and further ground
or underiying financing leases, mortgages ar deeds of trust which may hereafter be executed
covering the Prernises and the Land,ar any renewals,modifications, consalidations,replacements
or extensions thereof,for the full amount of all advanees rnade ar to be made thereunder and without
regard to the time or character of such advances,tagether with interest thereon and subject to all the
terms and provisions thereof. Tenant agrees,within thirty(30)days after Landlord's written requests
therefor,to execute,acknowledge, and deliver any and all documents or instruments requested by
Lan.dlozd,ar that are necessary or praper to assure the subardination of this Agreement to ar�y such
martgages,deeds af tr�ast,ar leasehald estates;pravided,however,that the faregaing provisions wzth
respect to such election of subordination by Landlord sha11 not be effective unless the owner or
holder of any such znartgage, deed of trust, or leasehold estate shall execute with Tenant a
nondisturbance agreement under which such owner, holder, or lessar shall agree, in the event of
terminatzon af such leasehold estate or upon the foreclosure of any such mort�age or deed af trust,
that Tenant's quiet enjoyment of the Prernises will not be disturbed so long as Tenant pays rent and
32 ReddingLease4}O.wpd
Big Leagus Dreams Redding Sporfs Park Lease
observes and perform alI of the provisions of this Agreement to be observed and performed by
Tenant. Notwithstanding anything to the contrary set forth in this section,Tenant hereby attorns and
agrees tc� attorn to {at #he option a� any person, firm, or corpc�ration purchasing or otherwise
acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights,
pawers, or remedies under such mortgages, or deeds af trust, or graund or underlyzng leases, as if
such persan, firm, or corporation had been narned as Landlord herein.
24. Sale ar Transfer bv Landlord. In the event of any transfer or transfers of Landlord's
interest in the Premises, other than a transfer for security purpases only, ti�e transferor shall
autamatically be relieved of any and all obligations and liabilities on the part of the Landlord
accruing from and after the date of such transfer;provided,however,that any funds in the hands af
Landlord in which Tenant has an interest, at the time of such transfer, shall be turned over to the
transferee and upan such transfer, Landlord shall be discharged fram any further liability with
reference to such funds. The covenants and obligatians of Landlard contained in this Agreement
shall be binding upan Landlord, its successors and assigns only during their respective periads of
awnership.
25. Surrender of Premises. At the expiration or earlier termination of the Term,Tenant
shall surrender to Landlord the possession of the Premises. Surrender or removal of improvements,
fixtures and trade fixtures shall be as directed in the pravisions of this Agreement on ownership of
improvements,fixtures arzd trade fixtures at expiration or termination of this Agreement. Except as
pravided in Section 13 hereof to the contrary, Tenant shall leave the surrendered property and any
other prQperty in goad and broom clean condition. AZI personal prc�perty that Tena.nt is not required
to surrender but that Tenant does abandon shall,at Landlord's election,become Landlord's property
at expiration or the sooner termination of this Agreement.
2b. Farm of Nondiscrimination and Nonse�regation Clauses. The Tenant herein
covenants by and for itself,its successors and assigns,and all persons claiming under or through i�,
and this Agreement is made and accepted upon and subject to the following conditions: That there
shall be no discrimination against or segregation of any persan or gr4up of persons, on accaunt of
race,coZor,creed,relzgzon,sex,rnarital status,national origin,or ancestry,in the leasing,subleasing,
transferring,use,occupancy,tenure,or enjoyment afthe Premises nor shall the Tenant itself,or any
person claiming under or through it, establish or permit any such practice c�r practices of
discrimination or segregation with reference to the selection, locatian,number, use,or occupancy,
af t�nants, lessees, sublessees, subtenants, or vendees in the Prernises.
21. Haldin�t7ver. If Tenant remains in possessian af the Premises ar any part thereof
after the expiration or termination af the Term of this Agreement,such occupancy shall be a tenancy
from month to month upon all the pravisions of this Agreement pertaining to the obligations af
33 Reddingl,ease4_30.wpd
Big League Dreams Redding Sports Park Lease
Tenant, except that the Percentage Rent shall be increased to ten percent (10°l0} of the Gross
Revenues and the Percentage Rent shall be payable in arrears on a monthly basis, as otherwise set
forth in Section 4.
28. Representations,Warranties and Acknowledgments. Tenant makes the following
representations, warranties and acknawledgments as of the date of this Agreement and agrees that
such representations,warranties and acknowledgments shall survive and continue thereafter:
a. Status. Tenant is a limited liability cornpany,duly formed and validly existing
and has all power and authority to perform the obligations contemplated hereby. Throughout the
Term of this Agreem�nt,Tenant shall be and remain a single-purpose,bankruptcy remote entity.
b. Authori . Tenant has complied with all laws and regulations concerning its
arganization, existence and transaction of business. Tenant has the right and power to lease and
operate the Project and Sports Park Improvements thereon as cantemplated in this Agreement.
Tenant has, or at alI appropriate times shall have properly obtained, all permits, Iicenses and
approvals necessary to occupy and operate the Sports Park Improvenzents an the Land and in so
doing has, ar shall have{as apprapriate), substantially camplied with all applicable Statutes.
c. �Io Liti a�on. There is no litigation,action,suit,or other proceeding pending
or threatened against Tenant which may in any manner whatsoever substantially adversely affect the
validity, priority, or enforceability of this Agreement or the construction, use, occupancy ar
operation of the Project.
d. Enforceabilitv. Tenant has full right, power and authority to execute and
deliver this Agreement and the Memorandum of Lease executed pursuant hereto,and to perform the
undertakings of Tenant contained in this Agreement.This Agreement constitutes valid and binding
obligations af Tenant which are legally enforceable in accoxdance with their terms, subject to the
laws of bankruptcy, creditor's rights exceptions, and equiiy.
e. �o Breach. Nane of the undertakings of Tenant contained in this Agreement
violates any applicable Statute ar any order or ruling of any caurt, or conflicts with, or constitutes
a breach ar default under,any agreement by which Tenant is bound ar regulated.
f. Accuracv. To the best of Tenant's knowledge, all documents, reports,
instruments,papers,data,information and forms of evidence delivered to Landlord by Tenant with
respect to #his Agreement are accurate and correct, are complete insafar as campleteness may be
necessary to give Landlord true and acctuate knowledge af the st�bject matter thereof, a.nd do not
contain any material misrepresentation or amission.
g. Taxes. To the best of Tenant's knowledge,Tenant has filed a11 federal,state,
county and municipal tax returns required to have been filed by Tenant,and has paid all taxes which
3� ReddingLease4_30.wpd
Big League Dreams Redding Spor�s Park Lease
have become due pursuant to such returns or to any notice of assessment received by Tenant. Tenant
has no knawledge of any hasis far additianal assessment with respect to such taxes.
29. Snecial Provisions.
a. City Use af Premises. Tenant agrees to make the Premises available to the
Landlord four days each year for corrununity activities. Such days shall be reasonably selected by
Tenant and Landlord,which selection shall be based,among other factars,on space availability. The
Landlord shall give Tenant at least three (3) manths prior written notice of the date or dates it
proposes for use of the Premises. On such dates (hereznafter"City Days"), the Premises shall be
made available ta Landlord free of charge, provid.ed, however, all haurly (but nat salaried) labar
employed to service City Days activities shall be charged to the Landlord based an Tenant's actual
cost. Faod and beverages shall be sold to guests and invitees of Landlord at regular retail prices on
City Days.
b. Pre-Openin�Expenses. Tenant acknawiedges that Tena.nt wi1�be respansible
for the initial capitalization of Tenant's business operations on the Premises and will be respansible
for start-up expenses in connection with Tenant's business operations including,without limitation,
hiring and training of employees, acquisition of inventory and pre-apening marketing expenses,
including, but anot Iimited to, those activities described in the Marketing Plan attached hereta as
E�ibit 6.
c. Cam�etin�Business. During the Term of this Agreement ar,in the event this
Agreement is terminated as a result af a default by Tenant or as a result of Tenarlt's surrender or
abar�donment of the Premises,far a period of thirty-five(35)years frarr�the Tez�m Commencenaent
I7ate, whichever is longer, neither Tenant nor an Affiliate of Tena.r�.t, shall own, lease, or manage,
nor Iicense the use af the name "Big League Dreams"in connectian with a competing sports park
facility similar in nature and function to the Sports Park or any other sports park or sports facility
located within a radius flf one hundred and thirty {130) miles from the Sports Park. The cross
hatched area shown on the attached Exhibit 7(which e�ibit is incorporated herein by this reference)
graphically depicts this one hundred thirty (130) mile exclusian radius and the czties and caunties
included therein.The parties acknowledge that the entirety of Sacramento County is outside the 130
mile exclusion radius. The parties agree, whether or not the cities of Woodland {in Yolo County}
and Raseville (in Placer County)are within the 130�nile exclusion radius, that such cities shall be
deemed ta be outside the 130 mile exclusion aradius for purposes of thzs Agreement. In the event this
Agreement is tezminated by Landlord far reasans other than a default by Tenant or Tenant's
surrender or aban.danment of the Premises, or is terminated by Tenant as a result of a default by
Landlord,the restrictions contained in this subsection{c) shall lapse on the effective date of such a
termination of this Agreement.
d. Electrical Costs. During the Term, Landlard shall cause the City awned
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Big League Dreams Redding Sporfs Park Lease
electrical utility(so lang as it is awned by the City)to provide electricity to the Sports Park at a rate
na higher than the lawest rate in effect at any given time for any other commercial or municipal user
with camparable energy consumption.
e. Si na e During the Term, Tenant shall permit Landlord to display on�
nan-commercial, public znterest sign per stadiurn replica field without payment af any advertising
fees. Landlord sha11, at its option, fabricate and pravide the signs to Tenant accordizzg to
specifications Tenant shall develop for advertising signs generally ar reimburse Tenant for Tenant's
actual costs in fabricating the signs for Landlord. Tenant shall not accept or display tobacco product
or adult entertainment advertising in the Sports Park.
34. Hazardaus Materials. Tenant sha11 not store, generate, treat, or dispose of any
hazardous substances ar hazardous waste, as defined in the California Health and Safety Code,on
the Pre�nises; provided, however, that Tenant is permitted to bring onto the Premises Hazardaus
Materials(defined below)contained in emergency back-up batteries,under the condition that Tenant
will treat all such Hazardous Materials braught onto the Premises by it in accordance with all
applicable federal, state, and local laws and r.egulatians.
a. Definition. Hazardous Materials are defined as follows:
i. Substances which are flar�unable, explasive, corrasive, radzaactive,
ar taxic;
ii. Any material or substances defined as hazardous substances,hazardous
materials, toxic substances, ar hazardous wastes in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980(42 U.S.C,Sectians 9601,et seq.),the Hazardaus Materials
Transportation Act(49 U.S.C.Sections 1$01 et.seq.),the Resaurce Conservation and Recovery Act
(42 U.S.C. Sections 6901 et seq.),the Hazardous Waste Control Act tCalifornia Heaith & Safety
Code Sections 25104 et seq.), and the Hazardous Substance Account Act (California Health &
Safety�ode Sections 25300 et seq.},the Califoriva Hazardaus Waste Management Act(California
Heaith&Safety Code Sections 2S 110,l,et seq.),California Health and Safety Code Section 25280,
et seq, {Underground Storage af Hazardous Waste Management Act),California Health and Safety
Code Section 255Q, et seq. (Hazardous Materials Release Response Plans and Inventory), or the
California Porter-Col4gne Water Quality Control Aet, Water Code Section 13QOQ, et seq., and a11
amend�nents to these 1aws, and regulations adapted or publications promulgated pursuant to thes�
laws;
III. TI105� asbestos-cantaining materials defined and described in
Enviranmental Protection Agency Repart No. 56J5-85-024 (June 1985) whether t�r not friable, or
any related or suceessor report, ar other applicable government regulations defining or describzng
such znaterials;
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Big League Dreams Redding Sports Park Lease
iv. Pesticides as defined by Section 136(u)of FIFRA(7 U.S.C. Section
136) as may be present in soil or groundwater;
v. "Hazazdous wastes" as defined in Section 25117 of the California
Health and Safety Code, or as a chemical that is known to the State of California"to cause cancer
or reproductive toxicity" under the Safe Drinking Water and Toxic Enforcement Action of 1986,
California Health and Safety Code Sections 25249.5, et seq.; and
vi. Hazardous materials, substances or waste, or toxic materials,
substances or waste as those terms or similar terms are defined by any other federal, state, or local
law or regulation or orders.
b. Tenant Indemnitv. Tenant shall indemnify,protect,hold harmless,and defend
the Landlord,its elected officials,officers,employees,agents,and volunteers from and against any
and all liability, directly or indirectly arising from the use, generation, storage, or disposal of
Hazardous Materials by Tenant, and (b) the cost of any required or necessary repair, cleanup, or
detoxification and the preparation of any closure or other required plans,to the full extent that such
liability is attributable, directly or indirectly, to the presence or use, generation, storage, release,
threatened release, or disposal of Hazardous Materials by Tenant, its officers, employees, agents
and/or invitees on or with respect to the Premises after the Term Commencement Date.
c. Landlord Indemnitv. Landlord shall indemnify,protect,hold harmless,and
defend the Tenant and its officers, directors,members and employees from and against any and all
liability(including reasonable attorneys'fees),directly or indirectly arising from the use,generation,
storage, or disposal of Hazardous Materials to the full extent that such liability is attributable,
directly or indirectly, to the presence or use, generation, storage, release, threatened release, or
disposal of Hazardous Materials on or with respect to the Premises prior to the Term
Commencement Date or from the actions of the Landlord or the Landlord's elected officials,officers,
employees,agents,and volunteers that result in Hazazdous Materials being brought to the Premises
after the Term Commencement Date.
d. Tenant Release. Other than indemnity claims under subsection (c) above,
Tenant releases the Landlord from any and all claims Tenant may have against the Landlord of
whatever kind or nature resulting from or in any way connected with the environmental condition
of the Premises, including any and all claims Tenant may have against the Landlord under the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
("CERCLA"),or any other federal,state,or local law,whether statutory or common law,ordinance,
or regulation pertaining to the release of Hazardous Materials into the environment from or at the
Premises. Tenant expressly waives the benefits of Civil Code Section 1542, which provides as
follows:
3 7 ReddingLease4_30.wpd
Big League Dreams Redding Spor�s Park Lease
A general release does not extend to claims which the creditor does not know or
expect to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settleznent with the debtor.
e. Survival of Obli at�ions. Tenant's and Landlord's obligations under this
section shall survive termination or expiration of this Agreement.
31. Miscellaneous.
a. Governing Law. This Agreement shall be coristrued and interpreted in
accordance with the laws of the State of California.
b. Time is of the Essence. Time is of the essence herein.
c. Additional Rent. Any monetary obligations c�f Tenant to Landlord under the
terms of this Agreement shall be deemed to be rent.
d. Quiet Enj ovment. Upon Tenant`s paying the Percentage Rent and other sums
pravided hereunder,and observing and perfartning a11 of the cavenarlts, conditions,and provisions
on Tenant's part to be c�bserved and performed hereunder, Tenant shall enjoy the quiet possessian
of the Premises for the entire Term hereof, subject ta all of the provisions of this Agreement.
e. ViJaivers. The waiver by Landlard or Tenant of any breach by the other party
af any term,covenant,or condition herein contained shall not be deemed to be a waiver of such tertn,
covenant, or condition or any subsequent breach of the same ar any other term, covenant, or
condition herein contained. The subsequent acceptarice of all or part af the rent due hereunder by
Landlord shall nat be deemed ta be a waiver of any preceding breach by Tenant of any tertn,
covenant,or candition of this Agreement,other than the failure to pay the pa:rticular rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time af acceptance of such rent.
Acceptance by Landlord of a part payment of the rent ar any other sum due shall not be construed
as a waiver by Landlord of any rights to collect the balance of the rent due unless Landlord has
executed a specific written waiver of the specific amount due on an instrument separate fram the
check by which the payment is tendered.
f. Brokers. Each party warrants to and for the benefit of the ather that it has had
no dealings with any real estate braker or other agent(attorneys excepted) in conriection with the
negatiatian or making ofthis Agreement. Landlord shali indemn.ify Tenant for breaches by Landlord
of this warranty,and Tenant shall indemnify Landlord far any breaches by Tenant of this warranty.
g. Headin�s. The captions of the various sectic�ns of this Agreement are far
convenience and ease flf reference anly and do nat define, limit, augment, ar de�cribe the scope,
contents, or intent af this Agreement or of any part or parts of this Agreement.
3� ReddingL,ease4_3d.wpd
h. Inspection of Books and Records. Landlord shall have the right at all
reasonable times to inspect the books and records of Tenant relevant to the purposes of this
Agreement as provided in Section 4(d)(ii).
i. Mer�er. The voluntary or other surrender of this Agreement by Tenant, or
a mutual cancellation thereof,or a termination by Landlord,shall not work a merger,but instead,at
the option of Landlord, shall either terminate all or any existing subtenancies, or at the option of
Landlord, operate as an assignment to Landlord of any or all of such subtenancies.
j. Gender; Number. The neuter gender includes the feminine and masculine,
the masculine includes the feminine and neuter,and the feminine includes the masculine and neuter,
and each includes corporations, partnerships and other legal entities whenever the context so
requires., The singular number includes the plural whenever the context so requires.
k. No Joint Venture. Nothing contained herein shall be construed to render the
Landlord in any way or for any purpose a partner,joint venturer, or associated in any relationship
with Tenant other than that of Landlord and Tenant, nor shall this Agreement be construed to
authorize either party to act as agent for the other, or to make Landlord in any way responsible for
the liabilities, debts or losses of Tenant.
1. Exhibits. All exhibits to which reference is made in this Agreement are
hereby incorporated by reference in full. Any reference to "this Agreement" includes matters
incorporated by reference.
m. Entire Agreement; Modification. This Agreement contains the entire
agreement between the parties. No verbal agreement or implied covenant shall be held to vary the
provisions hereof, any statements, law or custom to the contrary notwithstanding. No promise,
representation, warranty, or covenant not included in this Agreement has been or is relied on by
either party. Each party has relied on its own inspection of the Premises and examination of this
Agreement, the counsel of its own advisors, and the warranties, representations, and covenants in
this Agreement itself. The failure or refusal of either party to inspect the Premises, to read this
Agreement or other documents, or to obtain legal or other advice relevant to this transaction
constitutes a waiver of any objection, contention, or claim that might have been based on such
reading, inspection, or advice. No provision of this Agreement may be amended or varied except
by an agreement in writing signed by the parties hereto and the lender under a permitted first
leasehold encumbrance or their respective permitted successors.
n. Joint and Several Obli�ations. If more than one person or entity is Tenant
herein,the obligations imposed on such parties shall be j oint and several.
o. Severabilitv. The invalidity or illegality of any provision shall not affect the
remainder of this Agreement and all remaining provisions shall,notwithstanding any such invalidity
or illegality, continue in full force and effect.
p. Consents of Landlord. Neither Landlord's execution of this Agreement nor
any consent or approval given by Landlord hereunder in its capacity as Landlord shall waive,
Big League Dreams Redding Sports Park Lease
abridge, impair or otherwise affect Landlord's powers and duties as a governmental body. Any
requirements under this Agreement that Tenant obtain cansents or appravals of Landlord are in
addition to and not in lieu of any requirements of law that Tenant obtain approvals, licenses, or
permits.
q. Recordation of Memorandum of Lease. This Agreement sha11 nat be recorded
without Lax�:dlard's consent. A Memorandurn of this Agreement shall be recorded in the C?fficial
Recards af Shasta County,California,within thiriy(3Q}days after the execution of this Agreement.
r. Execution in Counterparts. This Agreement, or the Memorandum af this
Agreement, or both, may be executed in two ar more counterparts, each of which shali be an
original, but all of which shall constitute one and the same instrurnent.
s. Date of A�reement. The date of this Agreement shall be the date it is signed
by the Landlord.
4� ReddingLease4_30.wpd
Big League L7reams Redding Sporfs Park L.ease
IN WITNESS WHEREOF,the undersigned have executed this Agreement as ofthe
date first written above.
LANDLORD:
CITY OF REDDING
: l
Dated: Mav 2 :. 2001 B � •
( David cGeo g , Ma r
ATTE�T: APPROVED AS TO FORM:
G� � � .
By:
Connie Strahmayer, Cit-�C,�rk David E. Tranberg,Assis ity Attorne
t/
TENANT:
BIG LEAGUE DREAMS REDDING,LLC
r
By:
Sco Parks ZeTellier
Chief Executive Officer
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Big League Dreams Redding Sparfs Park Lease
STATE OF CALIFORNIA )
} ss
COt1NTY OF Los Angeles }
C}n May 1 ,20(�1,before me, Carmelita E. Collins ,a Notary Public in and for
said State,personally appeared Scott Parks LeTellier ,
(or proved to me on the basis of satisfactory evidence) to be the person{,� whose name(�}-is�+e
subscribed to the within instrument and acknowledged to me that he���'executed the same in
his/��r�t�t authorized capacit�,�,��}, and that by his��� signature�j on the instrument, the
person{�;or the entity upon behalf of which the person¢�j acted, executed the instrument.
WITNESS my hand and official seal.
...r�
CARMELITA E CC?LLINS
Ctxrlrn�siOtt#i295788 x �
� " �+�'Y��-Coir'rtc�mmio � ..✓
t
l.ns Mge�es Counfy �
J''�'C°R""•�"�''��'� Notary Public
STATE OF CALIFQRNIA }
) ss
COUNTY OF )
On ,2001,before me, ,a Notary Public in and fflr
said State,persanally appeared ,personally known to me
(or proved ta me on the basis af satisfactazy evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged ta me that helshe/they executed the sazne in
his/herltheir authorized capacity(ies}, and that by his/her/their signature(s) on the instxument, the
person{s}, or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and officiai seal.
Notary Public
�� Reddip�;Lease4_30.wpd
EXHIBIT 1
PLOT PLAN C1F LAND
Big League Dreams Redding Sporfs Park Lease
EXHIBIT 2
PR4JECT DESCRIPTION
The Big League Dreams Redding Sports Fark will be a worid-class facility featuxing unique Big
League Dreams state-of-the-art theznes and design features,and wi11 be a destination park,attracting
tournament teams{youth and adult}from all over the country. First and foremost,however, it will
provide local families with a spectacular family entertainment value. The City of Redding will be
adding significant tourism while enhancing its reputation as a stable, family-friendly city.
The Redding Big League Dreams facility would contain the following elements, a�1 eonstructec€to
a first class standard with high quality building materials:
1. Tl;ree youth baseball/adult softball rnaj or league stadium replicas.
2. Twa additianal yauth basebalUadult softball minar league {i.e. nan-replzca) fields, ane af
which may be designed to accommodate adult regulation baseball as well.
3. A nine-station batting cage cambined with an instructional academy area.
4. Qne or more covered 20,000 squa.re foot mu�ti-spart pavilion{s),designed to accommodate
inline hockey, basketball, indoor soccer, indoor volleyball, and carporate and special events.
5. Four sandJbeach volleyball courts.
6. Two playgrounds and picnie area.
7. The Stadium Club--a food and beverage (both alcoholic and non-alcoholic) family-sty�e
sports restaurant,designed and aperated ta attract and accommodate league,tournament,and
corporate users,
8. An additional concession/patio facility to the minor league fields.
9. Parking for 400 automobiles.
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Big League Dreams Redding Sports Park Lease
EXHIBIT 3
SPORTS PARK PROJECT BUDGET
Property Acquisition $784,000
Professional Services, including EIR, Design, Permits, $1,651,000
Inspections and BLD Contracts
Site Infrastructure $800,000
Construction Grading and Drainage $6,180,000
Project Allowances: $865,000
Lighting $275,000
Pavilion $340,000
FF&E $250,000
Contingency - 10% $720,000
TOTAL $11,000,000
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Big League Dreams 1,.,�ding Sporfs Park Lease
EXHIBIT 4
MITIGATION MEASURES
Impact Mitigation Measure
Impact 4.3.2 The project MM 4.3.2b All events at the Sports Camplex shali be scheduled so that all activity is completed
would introduce new sourees before or as near to 10:30 p.m.as practicable,but under no circumstances shall any illumination of
of light and glare in the the playing fieIds be permitted after I 1:00 p.m.,except to conclude a scheduled event that was in
vicinity af the praject site. progress before 11:00 p.m.and circumstances prevented conclusion of the event before 11:00 p.tn.
Timing/Imple»aentation: Upo»corrtmencement af praject aperatians.
MM 4.3.2c Lighting of parking lots at the Sports Carr�plex shall consist af tow-pressure sodium
lamps. Lighting poles used in parking lots shall be na taller than 25 feet in height. Parking lots shall
remaSn lighted no later than 30 minutes after the conclusion of a scheduied event,but should cease
as clase to 11:00 p.m.as practicable.
?'fming/Implementation: Upon cammencement afprojeet operations.
Impact 4.8.2 Contaminants MM 4.8.2a Fertilizer used shall be af the slow release farm,or the proper chemical release for the
from the project site may soil textural class and infiltration rate,or a more soluble type applied as a solution. Fertilization rates
enter surface and ground shait be applied so that nutrients will not leach belaw the root zone.
waters. 7'iming/Implementation: Upon installation and maintenance ofsports�elds.
MM 4.8.2b Herbicides may only be applied with selective equipment such as recirculating spray
systems,shieldect applicators or wiper applicators. Application rates sha11 nat exceed specific rates
of application and instructions for contral of the specific problem weed as recommended by the
manufacturer.
Tirning/Implementatron: Upon installation arrd maintenance of sports fields.
MM 4.8.2c Irrigation rates shall nat exceed 90 percent of the infiltratian rate for each soil type and
turf management combination. Irrigatian shall be timed to correspond with fertilizer and herbicide
application as recommended by the chemical manufacturers.
Timing/Implementation: Upon installatian and maintenance af sports�elds.
Impact 4.9.1 The project MM4.9.1b Nighttime soccer games and practices {those occurring after 10:00 p.m.) should be
would generate noise conducted on the fields which are farthest from the nearest residential property lines. The center of
associated with sports the soccer field used during nighttime hours would need to be setback approximately 340 feet from
activities the nearest residences.
[This setback assumes that the playing field wauld also be shielded from view af those residences
by the intervening 6-faot tall berm described in MMA9.la]
Timing/Implementation: Upon cammencement ofprr�ject operations.
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Big League Dreams Redding Sporfs Park Lease
Impact 4.9.4 Public address MM 4.9.4a Regardless of when events are terminated at the soccer,baseball,and softbatI fields,the
systems installed at the PA system shall be designed so as Ea groduce the minimum possible noise levels at the nearest
sports�elds coald generate existing residential areas. If sparting events are to be concluded prior to 10:00 p.m.,the PA system
noise that disturbs nearby installed at the stadium shall be designed and tested so as not ta exceed an average no9se level of 50
residents. dB Leq at the nearest residential property lines. If such events are to be concluded after I0:00 p.m.,
the PA systems shall be designed and tested so as not ta exceed average noise levels of 40 dB at the
nearest residential properiy lines. These Ievels include a 5 dB penalty for annayance associated with
speech. In recognitian of Regional and Tournament p1ay,the 50 dB Leq may be used past I0:00
p.m.far one ttuee-day event each year.
Tirrcing/Implementcrtion: Upon cammencement of project operatr"ons,
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E�;HIBTT 5
FURNISHINGS,FIXTURES AND EQUIPMENT
Some of the KitchenlCt�ncession FF&E will be provided as per the Plans and Specifications and
shall include smallwares, storage shelving, safes,and point-of-sale systems.
A. Restaurant -Buildin,�A
#Ea. Descriptian #Ea. Descriptian
5 Booths 15 30" x�9" Tables
12 Boath Staols 12 3Q" x 30" Tables
26 Swivel Bar Stools 27 Table Base
110 Arm Chairs 1 Credit Card Machine
1 ATM Machine 3 Menu BoardJSigns
3 60" Television Sets 6 36" Television Sets
1 Wall Clock 1 Music and P.A. Systems
1 Baby Changing Counter Decorative Flags
Window Louvers/Shades Art/Graphics
B. Uffice
#Ea. Descriptian #Ea. Description
2 Copy Machines I Credit Card Machine
15 Camputers 2 Printers
2 F�Machines 1 Safe
Desks, Chairs as needed 1 Conference Table, chairs
Filing Cabinets as needed 1 1',A./Music System
Storage Cabinets Waste Baskets
C. CorporatefSpeczal Event
#Ea. Description #Ea. Descriptian
504 Chairs 50 Tables
3 Portable Bars 30 Baseball Gloves
1 20' x 20' Party Tent 2 10' x 10'Party Tents
3 Portable Food Wanner� 3 Portable Barbecues
D. Battxng Cage
# Descriptian #Ea. Descriptian
Ea.
1 �omplete Master Pitch 1 Repair I�itlParts
Equipment Package
1 Change Machine l5 Bats
1 S Helmets 120 Dazen Balls
E. Retail
#Ea. Description #Ea. Description
1 Point-of-Sale System 1 CarnputerlPrinter
1 CounterlFixtures Display Shelves
Starage Racks
F. Maintenance
#Ea. Description #Ea. Description
1 Gang Mower 1 Triplex Mawer
1 Toro #3100 Vehicle 1 Verti-Drain
I John Deere Groomer 1 Front-Load Tractor
1 Sweeper 1 Sodcutter
1 Aerator 1 Topdresser
1 Fertilizer Spreader 4 Golf CartslUtility $eds
1 Floor Scrc�bber 1 Toro 22" Mower
2 McClane Edgers 2 Bac�Cpack Blowers
1 1 Rotary Spreader
1 Drop Spreader 2 Wheeibarrows
2 Pressure Washer l Chemical Sprayer
1 Rota Tz11er 3 Weedeaters
4 Landscape Rakes 4 Leaf Rakes
4 Square-Nosed Shovels 4 Pointed Shovels
2 Large Shoveis 2 6" Trenching Shovels
4 24" Push Brooms 4 50' Hases
2 Regular Braoms 2 Weed Haes
1 Pole Pnzner 1 Tree Pruner
2 Tree Hand Saws 1 Power Chain Saw
1 Pitch Fork I Hand Pump
Wrenches, assorted Easy-outs, assorted
2 Pipe Saws 1 PSI Guage
5 Quick Caupler Keys 4 2.5 Ga11on Gas Cans
2 Nail Drags 2 Infield Drags
2 Chalkers 2 Batters Box Frames
2 100' Tapes 2 400' String Reels
1 '/�" Electric Harnmer 1 1/4 `°Portable Drill
1 Tool Box 1 4 '/2" Grinder
1 7" Power Saw 1 Impact VJrench Set
1 Electric Multi-Tester Fliers/Tools, assorted
� Extension Cords 1 Electric Pump
2 Vacuum Cleaners Trash Receptacles, asst.
6 Hand-Held Radios Storage Shelves, asst.
1 Spray Rig 1 Welding Equipment
G. Sports
#Ea. Description #Ea. Description
Soccer Goals, as per plans 2 Hockey Goals
6 Basketballs
4 Volleyball Nets/Poles 4 Basketball Backboards/Goals
2500' Sportfence 7 Home Plates
7 Pitching Rubbers 7 Portable Mounds
23 single Bases 9 Double Bases
90 Base Mounts 14 Bat Racks
1 Portable P.A. System 6 Electric Baseball Scoreboards
2 Electric Basketball Scoreboards 10 Scoreboard Controllers
4 Bulletin Boards Player Benches, as per plans
Backstop Netting, as per plans 6 Portable Bleachers, as per plans
1 Video Camera 1 VCR Player
H. Miscellaneous
#Ea. Description #Ea. Description
Playground Equipment, as per Safety Netting, as per plans
plans
Picnic Tables Drinking Fountains, as per plans
Parking Netting, as per plans 1 Entry Turnstile
Fan Shade Nets, as per plans 1 Bike Rack
1 Security System 2 Mist System, as per plans
8 Ash Trays/Urns Instruction School Equipment
1 Telephone and Voicemail Systems
EXHIBIT 6
BIG LEAGUE DREAMS REDDING
MARKETING PLAN
�NTRODUCTIUN
BIG LEAGUE DREAMS OF REDI}TNG will launch an aggressive marketing campaign ninety
(90) days prior to the prajected opening of the facility in Summer 2002. This aggressive
marketing campaign will intensify as the park's opening approaches. Marketing Plan progress
reports will be submitted to the City an a quarterly basis during ca�endar year 2002 beginning
January 1, 2002. Six areas that require special attention in terms af rnarketing are the grand
openingldedication, team sports, food and beverage, company picnics, special events and
tournaments. This plan discusses the goals for the various areas and a plan of action to reach
those goals. The plan also discusses the marketing tools required ta execute the marketing
campaign.
GOALS
A. Facilitx
1. Become the lacal center far adult a.nd youth team sports, recreation and active
recreation through:
a. Public awareness
b. Customer satisfaction through well-managed programs
c. Establishi�g and maintaining relatianships wzth the
{1) $usiness cammunity
{2) Local media
{3) City of Redding
B. League Sports
1. 100 sc�ftball teasns by the third quarter of 2003
2. 20 volleyball teams by the third quarter of 2003
3. 20 basketball teams
4. 25 indoor soccer teams
5. 12 inline hockey teams
C. Tournaments
1. 10 tournaments in 2002, and 27 taurnaments in 20Q3
Big�eague Dreams Redding Sports Park Lease
2. Showcase BIG LEAGUE DREAMS OF REDDI1�tG for regional and national
expasure
D. Food and Bevera e
1. High quality at reasonable prices
2. Achieve$4 per person spending on food and beverages
E. Company Picnics and Special Events
1. 750 participants in co�npany picnics in 2003
2. Three special events in 20�2, and six special events in 2003
F. Billbaards Scoxebaards and Commissions
1. Promote and sell advertising space an billboards, scoreboards and banners
2. Sell advertising space on admission tickets
3, Establish relationship with local hotels for out-of-tawn tournament players
G. Communications
1. Gain public awareness and familiarity
2. Keep community informed of BIG LEAGLTE DREA,MS OF REDDZNG activities
ACTI4N PLAN
Grand Qpenin�Dedication
The grand opening/dedication is projected to be held in Summer 20Q2. BIG LEAGUE
LIREAMS OF REDDING will work clasely with the City af Redding in the planning af the
grand opening/ dedication. Invitatians will be sent to Redding City officials, local media,
community leaders,contractors, and future customers. The grand apening/dedication is an
excellent opportunity to increase public awareness.
A. �-Iaw and wh�re it will be pramot�d:
1. Press releases
a. Print, local newspapers
b. Braadcast media
{1} Local radio stations
(2} Local televisian stations
2. Signs
a. Displayed at local businesses
b. Posted throughout the local area
3. I7irect Mail
a. Invitations to existing Redding teams
b. Invitations to various Redding City officials and community leaders
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Big League Dreams Redding Sports Park Lease
4. Advertising Specialties
a. Promotional items printed with BIG LEAGUE DREAMS OF REDDING
logo
5. Complimentary BBQ
b. Novelty Acts/Finishing Touches
a. Clowns far the children.
b. Colorful streamers, balloons
c. Create a festive atmosphere
d. Sports persanalities
Lea�ue S�orts
League sports form the foundation for BIG LEAGUE DREAMS OF REDDING. Adult and
youth softball, youth baseball, volleyball, indoor saccer, inline hackey, flag football and
basketball are the sports that are offered. Generating interest in BIG LEAGUE DREAMS OF
REDDING and its leagues will be accamplished by making sales calls to companies in the area.
Srnooth rc�nz�ing, campetitive, yet fun leagues wiil encourage participation. Marketing to expand
league participatian is the best way to create success and profitability for BIG LEAGUE
DREAMS OF REDDING. Each of the existing Redding teams will be contacted well in advance
of each ten-week season.
A. How and where they will be prornated:
1. Sales calls to
a. Companies within a 25-minute drive
b. Existing leagues at other locations
c. Local churches
d. Cammunity organizations
e. Residential and apartment complexes
2. Advertising/Promatian
a. Local area newspapers
b. Direct mail to existing Redding league presidents
c. Flyers and brachures
d. Trade show dispiays
e. Redding Big League Dreams Newsletter
f. Promotional materials at local businesses
3. Word-of-Mouth
a. Primary source of add.itional customers
4, Redding Big League Dreams Newsietter(periodically)
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Big League Dreams R"edding Spar�s Park Lease
B. Marketing to be accomplished:
1. 3-4 weeks prior to an upcoming season
2. In the marning at campanzes
3. In the morning at churches
4. At cammunity organizations as req�tired
�. In the evenings to leagues at other facilities
6. By the marketing director and program staff
Faod and Bevera�e
Food and beverage is a vital part af the BIG LEAGTJE DREAMS flF REDDING operation. It
will be important that menu items are of high quality,convenient and reasonably priced. Pricing,
presentation, and znerchandising are all keys to successfully marketing food and beverage.
A. Haw and where they will be promoted:
1. Word of mouth
2. Signs
3. Value packaging
4. Section in each news�etter
5. I�id's meal
6. "Specials"menu
7. Coupons
8, Menu Board
9. Entrance Fee/Taken P1an
B. Marketing to be accomplished:
1. Throughaut the year
2. By the concessian rnanager, marketing director and general rnanager
3. Concession employees will be trained to be marketing-rninded
Tournaments
Taurnaments are plarzned for weekends throughout the year. They are a great oppartunity to
showcase BIG LEAGLIE DREAMS OF REDDING. A goal of 10 tournaments has been set for
Redding in 2002, and 27 in 2003. Area, regional and national tournaments will be pursued. The
pragramming director has the primary responsibility for scheduling tournaments. The marketing
directar will assist in establishing the tournament sehedule in addition to ather rnar�eting arelated
functions.
A. Sources:
1. Local, state and national sports organizations
2. Independent tournament proznoters
3. Advertising in sports industry joumals
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4. Corporate tournaments
B. When and by whom the marketing wi11 be done:
1. Throughaut the year
2. Emphasis 2 to 3 weeks prior to the taurnament
3. General Manager and Sports Director
Campanv PicnicslCorgc�rate Outin�s
BIG LEAGUE DItEAMS OF REDDTNG is available for company picnics and corporate outings
during times other than scheduled league play. It is a great way to expase BIG LEAGUE
DREAMS OF REDDING to potez�tial customers who may na�otherwise be familiar with BIG
LEAGUE DREAMS OF REDDING. Some of the activities offered it�r corporate outings are
softball,valleyball, basketball,batting cages, dunk tank,jumping castie, clowns, carnzval games,
and much more.
A. How and where they will be promoted:
1. Sales calls
a. Medium to large cornpanies
b. Local assaciations
c. Meeting planners
d. Marketing and sales directors (of larger hotelsimotels)
e. Industry associations (SDIRC)
f. Redding Convention and Visitars Bureau
2. Advertising/Promotion
a. Brc�chure
b. Video
c, Direct mail, follow up
d. Trade show displays
3. Referrals and word of mouth
B. When and by whom the marketing will be done:
1. Weekly
2. Park Sales Directar
3. General Manager
Special Events
�4 ReddingLease4_30.wpd
Special events generally take place an weekends thraughout the year. They are an c�pportunity
for increased community involvement. These events can be Fourth of July parties, Easter sunrise
services, concerts, carnivals, cozporate challenges, and City of Redding sponsored events. Staff
capabilities and the facility attractions will make this a venue in demand by event pramoters,
Billboards, Scareb€rards and Commissions
Billboards will be available far rental on all of the saftball fields. There will be sponsorship
space avaiiable i�all element lo�atic�ns. Space will be available for sponsors in the center of
each of the three outfield scoreboards. Three locations will be available ta the City of Redding
for public-service rnessages. When an sales calls,the Park Sales director will explore a
company's interest in advertising at BIG LEAGUE DREAMS OF REDDING. Cammissions
come from agreements worked out with local hotels. A commission for BIG LEAGUE
DREAMS OF REDDING and a guaranteed roam rate for tournament players wiil be set an a.n
annual basis with host hotels.
Cammunications
Cornmunications are important, especially in our first year af operation. $IG LEAf'rUE
DREAMS OF REDDING will communicate with the public in numerous ways. A newsletter
will be sent to players periodically keeping them informed of the latest BIG LEAGUE DREAMS
OF REDDING programs. Flyers covering all the important informatian (dates, fees, deadli:nes,
park palicies, etc.}will be posted and sent out initialZy to each player and thereafter to each
mar�ager. Timely press releases wiil keep players up-to-date on leagues, free-agent tryouts,
umpire clinics, etc. Newspaper articles and stories wili cover many 4f our events. Cable
television will be explored as a possible means of communication.
CONCLUSION
The first-year marketing campaign for BIG LEAGUE DREAMS OF REDDI]�tG will require a
concerted effort to reach the goals discussed in the rrzarketing plan. It is impartant that the right
marketing taals be chosen. Printed promotional materials reflecting the high standards of BTC
LEAGLIE DREAMS OF REDI7ING will be a vaivabie tool for the marketing campaign, as will a
professionally produced video presentation.
The importance of the sales call can't be overstated. It is the single most important function af
the rr�arketing director. The direct mail program is also important. To implement
communica�ion, an accurate and up-to-date database wi11 be rr�aintained. A ct�ntact manager will
provide tracking of praspects. Use of inedia advertising requires careful analysis to ensure that
the marketing budget is effective.
Big League Dreams Redding Sports Park Lease
EXHIBIT 7
I}EPICTION OF TERRITORIAL RESTRICTIONS
17 ReddingL,ease4_30.wpd