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Home My WebLink About _ 9.6(d) First Amendment to C-0458 GI �" Y � F � � � ° � � � " � � CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: June 20,2023 FROM: Kim Niemer, Community ITEM NO. 9.6(d} Services Director ***APPROVED BY*** � �� N,. � � � � � �P � �� in1lVi�n er, �ni nit crvle�s irectrar Ei/13(2423 ry ip}�in,Ci ana � 6,�1�/7423 kniemer@cityofredding.org btippin@cityofredding.org SUBJECT: 9.6(d)--Consideration of a First Amendment to the Letter of Agreement (C-0458) with Bi Lea e Dreams USA, LLC Recommendation Authorize the following actions relative to the First Amendment to the Letter of Agreement (G 0458) between the City of Redding and Big League Dreams USA, LLC modifying the schedule of capital improvement projects: (1) Authorize the City Manager to execute the First Amendment to the Letter of Agreement; and (2) Find that the activity is categorically exempt from review under the California Environmental Quality Act Guidelines, pursuant to Section 15301 (a and d) — Existing Facilities. Fiscal Impact There is no impact to tha Genaral Fund. Alter�native Action The City Council (Council) may decline to approve the attached First Amendment to t1�e Letter of Agreement (Amendment) with Big League Dreams USA (BLD) and provide staff with alternate directions. Background/Analysis In 2001, the City and BLD e�ecuted a lease agreement far the sports colnplex referred to as Big League Dreams Sports Park (Park). In 2004, the Park was opened and the start of the thirty-five (35) year lease t�rm began. The agreement's conditions require BLD to pay monthly lease payments equivalent to six percent (6%) of gross receipts after the first three years. BLD paid over $950,000 in lease payments through May 2019. BLD fell behind in payments and BLD was sold to TC Sports. TC Sports closed the sale in August 2022, to operate all nine Big League Report to Redding City Council June 20,2023 Re: 9.6(a')FirstAmendment to C-0458 Page 2 Dreams U�SA facilities. In 2023, TC Sports and the City created a new repayment and Capital Improvement Plan. On February 21, 2023, Council approved a Letter of Agreement (C-0458) with BLD for the payment of past due lease obligations and a capital improvement plan to address facility repairs and replacements. The attached amendment adjusts the capital improvement project schedule. The payment plan remains the same, and BLD is current with remittances. Phase I projects are anticipated to be completed by August 1, 2023 and include: • Batting Cage Repair • New POS System • Paint Buildings • Paint Outfield Replica Wa11s • Parking Lot Lighting • Repair Shade Struct�ures - Replica Fields (Sept. 20, 2023) • Fix all Broken Stadium Seats • Pawtucket Grading Repairs in Outfield • Restroom Upgrade • Stadium Cl�ub Flooring • Stadium Club Paint Phase II improvements involve new sand in the volleyball courts and new synthetic turf in the infield and batter's box, and are now scheduled to be complete by March 31, 2024. The amendment has been approved as to form by the City Attorney. Environmental Review Staff has reviewed the action and determined that the activity is Categorically Exempt from review under the California Environmental Quality Act (CEQA) Guidelines, per Section 15301(a and d). Class 1 exemptions include the operation, repair, maintenance, or minor alteration of existing facilities, structures, or equipment involving negligible or no expansion of use. Council Priority/City Manager Goals • Budget and Financial Management — "Achieve balanced and stable 10-year Financial Plans for all funds." � Public Safety — "Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding." � Communication and Transparency — "Improve the quality of communication with the public and City employees to enhance knowledge and increase transparency to improv� 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 investment in the eommunity." Report to Redding City Council June 20,2023 Re: 9.6(a')FirstAmendment to C-0458 Page 3 Attachments ^LOA amendment 1 LR signed February 21, 2023 Staff Report Letter of Agreement_2023_Executed Contract-0458_Original Signed in 2001 � ��°�� ,�,��, - ��A,�� m°� � �� ; ��°� �� I"�� r ��",�,��r�� "��4�� 1 ��.� �.t�� ,��.;�� a��"�� ' ;:.�� "�1��`c�� , ��fi�i��a��t ��a�, �� T��a�`�� J�� rP��.,� ��R�� i� �� : ��kw�a� � i� �� -�� a��r�� `�I��ry �� r�� e��a,��t �� .�� :��' �� ,��a� ��l��r�� 4� ��t��.�t��l� , �� "�� `�i�� a��i��, �� d��r��'1��T��i.�� '� �� - �t��.�� #� �� °��i��ar°� x� ��at�� 1��'��,�s��t�z1� �"��a�°i�� 1 ��a��}�� ; �� t ��;�� t��`��J3 ��;�. ��a�� i��l�i�� i�� r�°��fi�� :�.�� T��i�r�t�� r�h ��4; �� T�a��u��ti�� .� ��arr��I�i�F �� T'��F�'�� T�� r�� '��a�1� �'�� ", �� r�� r�� e� �� a��t.�� .�� L��ir��t�r�:��'��'��t��,.� �� t�� `��,�' ��t� ��:�� a��1� ��°�� t��. , �� t��: � ��d �c��i��a�� r��t��t� �'��.��°� �� Z�� `��a�� 1�� a "�� 3�� I��ai� ��N�� i� �i� t�� i�� ,��d�� t�� Z� �t�� T�r�� ":C`�"�" �� :r� ��.�a�� 1a�� ,��a��it ��a �� i�� +��i ��t�"�r�t;�s ��. �I��°� �� " � � � :� � i g �1��° �r°�� ; �� .�� T� ��i��rt� �' ��, �; :�� . � + �°�� "I ' �� ° �� .""� �.:�; �"�� — ,�, `` �� `��', �� t��- �� ' �.��< � �� r �� : � �.� �r �� " � � �-�y�--�"�. . ' �� '� � � � �� r �� i�� "��,��" 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*** � �� N,. � � � � � �P � �� in1lVi�n er, �ni nit crvle�s irectrar ?(1Q/2423 ry ip}�in,Ci ana � `?11412423 kniemer@cityofredding.org btippin@cityofredding.org SUBJECT: 4.6(c)--Consideration of Letter of Agreement with Big League Dreams USA re ardin overdue lease ayments and ca ital im rovement lan Recommendation Approve the Letter of Agreement with Big League Dreams USA, LLC, regarding payment of past due leas� obligations and its Capital Improvement Plan. Fiscal Impact Payment of past-dua lease payments will ensure Big League Dreams USA (BLD) is compliant with its contract with the City of Redding (City). In addition, the $182,818 in revenue payments to the General Fund will allow the City to adjust back to what was originally budgetad as a result of the contract. Having a reliable tenant in the Big League Dreams Sports Park (Park) will provide an ongoing positive impact to the General Fund as quarterly leas�paymants resume. AZteNnative Action The City Council (City) may decline to approve the attached Letter of Agreement and provide staff with alternate directions. Backgv�aunc�/Analysis In 2001, the City and BLD executed a lease agreement for a sports complex 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 tenn. BLD was required to pay quarterly lease paylnents 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 Paylnent was due, a BLD representative called and reguested an extension for the payment as the corporation was having difficulties with internal staf�ng. 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, tlae City was contacted again by The CrisCom Company, representing BL:D, seeking discussion regarding the past due amounts. Again, an extension was requested duo to the passing of a major partner, the vacancy of the CEO, and other minor issues. The extension request was granted until after January 1, 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 ba closing the park due to the pandemic. During that phone call, 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). Therefore, staff did not see the need to treat BLD differentiy and did not continue 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 inet with the prospective new owner, who sought input from City of�cials as his company continued to work through its due diligence. In early January 2021, a purchase agreement was executed with the new ownership. The 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 tha legal entity that holds the lease from tl�e City — only its ownership changed. Therefore there was no opportunity to negotiate any new terms. Due to outstanding issuas with a federal Paycheck Protection Program loan, the sal�did not close until August 2022. Throughout this process, the previous and current owners of BLD have acknowledged tha past amount owed to the City and the deferred maintenance responsibility. Over the last three months, staff has been in regular conversations with CEO, Larry Reynolds, and COO, Kevin Flora. They have also made several site visits. In January 2023, CEO Reynolds sent an email indicating BLD would initiate repayinent of all past due payments in February 2023 at$18,000 per month, with full 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-salc (POS) system, paint the building exteriors, paint outfield replica walls, repair parking 1ot lighting, and paint interior Stadium Club. March 2023 - Fix all broken stadium seats, repair grading on Pawtucket field, upgrade restrooms, install new flooring i�7 Stadiuin 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 improvement schedule have bean 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 Envi�onmental Review This is not a project defined under the California Enviromnental Quality Act, and no further action is required. Council PNior�ity/City Manager� �oals • Budget and Financial Management— "Aehieve 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 increase 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 inv�stment in the community." Attachments ^Letter of Agreement for Repayment and Projects 2001 BLD Sports Park Lease(C-0458) r �`a� ° TRANSMITTAL FORM � � �t��t�e'c��t�,s��'��t�r��z�c��c�a°��t��t��a�c� � � TO CITY ATTORNEY(225-4050�.&CITY CLERK(225-4439� Agreements p Bonds Q Contracts p Leases p Escrow Instructions Q Deeds Q Securities p Resolutions Q Ordinances p Opinions � , Date: 3/13/2023 From: Chanel Kincaid '� � � � � Communit Serviees D t 641 530-225-459� ��` �� "�� Dept. Name: Y p Dept. # Phone: �� Person most knowledgeable: Kim Niemer Phone: 225-4085 �� `� .� : INSURANCE REQUIREMENTS MET? When submitting contract for review, you must also submit an insurance Transmittal Form to Risk so insurance can be requested and a,nproved in PINS. lf not, your contract will be held in the Clerk's Office. For help contact Risk Liability at,�d�ht clt ofr�dcfinc�.czr�or(530) 225-4385. DESCRIBE ATTACHED DOCUMENTfS) Document Title: Letter of Aqreement Between Citv of Reddinq & Biq Leaque Dreams (BLD) USA outside Party(ies): g�g League Dreams USA Project/Purpose: Lease aqreement which requires pavment of monthlv lease fees. BLD USA COUNCIL APPROVAL REQUIRED? No C�'es�IF YES,DATE OF MEETING: �/�1/�t1�'� Agenda Item#: 4,6�a� Was contract/agreement the result of an RFP or Bid?No �i'es � Bid Schedule # or RFP#: REQUEST FOR ATTORNEY SERVICES � �tt�rrt��Ft��1��s I?r�ft-AI4 d�curraer�fs rriust be reviewed�r appr�ved b�fore obtaini��any sig�aturese t�hen ar��r�din�ecantrac�s,atta�h�cop�r o�°ori�inal c�ntract and all pri�r arnendmerats, I?ca not e-rr�a�l d�c�z�ents�ithout pr°iar apprc�val, ❑ RetuY'n dT'aftS t0: (to finalize&obtain outside signatures) ❑✓ .�� z�� "�`� ��p��a.�-� ��a; �:�.� �r��t�h�� i��y��,f�� a��r��r�c��J�£a��t.-t�r��. �`?? ��t.��s cb��c��i�e��§��, ��at� ��z�i��z�. �� r�°�z�� -��c� ��a�3.�� -�r��°��"�i�� t-��s�" t��s�n��a��z:��s. (Attorney approval mandatory- RMC§4.20.120.A) *Note: Signed originals wiil be forwarded to City Clerk for necessary City signatures,insurance& other requirement verification,and processing. � Mailing/distribution Instructions: - � � Prepare Certificate of Acceptance (easement&grant deeds) - � Memo or additional info is attached. ` - � Other: SaveforAttorney'sNotes � �„*' �"�g �" ;"�� "�� .�°�*� City Attorney Log# �•�� " � Logged Out By: � Re„�F,�� I T F ,—'' �ITY I - ,�-. ---is - - -- � 777 Cypress Avenue, Redding, CA 96001 � PO BOX 496071, Redding, CA 96049-6071 _ .,.i,. � �, L I F � R i� I �� ityo�r�dc�inge�rg PAMELA MIZE,CITY C�ERK SHARLENE TIPTON,A6SISTANT CITY CLERK 530.225,4447 530,225.4463 FAX March 21, 2023 Big League Dreams USA, LLC 16339 Fairfield Ranch Raad Chino Hi11s, CA 91709 RE: Letter of Agreement— C-04S8 Dear Sir or Madam, Enclosed please find the above referenced fully executed Letter of Agreement by and between the City of Redding and Big League Dreams USA, LLC, relative to the Redding Big League Dreams Park located at 20155 Viking Way, Redding, CA. If you have any questions regarding this agreement, or if we can be of assistance, please contact the Office of the City C1erk at (530) 225-4439. Sincerely, � � � `� �,., ;�� Kristen McGee Management Analyst Enclosure cc: Chanel Kincaid Kim Niemer Ellen Grannis Letter of Agreement Between the City of Redding and Big League Dreams USA WHEREAS, the City of Redding(CITY) and Big League Dreams USA, LLC (BLD USA) entered into a Sports Park Lease agreement on Apri13, 2001; WHEREAS, the lease agreement, attached and incorporated herein, requires payment of monthly lease fees; WHEREAS, from the months of February 2020 through December 2022, inclusive BLD USA failed to make lease payments to the CITY; WHEREAS, the physical condition of the park facility is poor; and WHEREAS, the parties desire to formalize the payment schedule for past lease payments and capital improvement projects to be completed at the Redding Big League Dreams Park located at 20155 Viking Way, Redding, CA. NOW, THEREFORE, for good and sufficient consideration acknowledged by the Parties,the Parties agree as follows: SECTION 1. LEASE AGREEMENT A. The Parties agree that the Lease dated April 3, 2001, as amended, shall remain in full force and effect. The Parties intend to establish a schedule of payments for rents past due and a schedule of capital projects which, when accomplished, shall satisfy all of BLD USA's past due obligations under the Lease dated April 3, 2001, as amended, and City shall consider the prompt performance of said capital improvements and payment of past due rent set forth herein as an accord and satisfaction of these obligations past due and owing." B. This accord and satisfaction of past rent due shall not in any way modify the continuing obligation to pay rent under the Lease Agreement dated April 3, 2001, as amended. Payment shall be structured as set forth in the Payment Plan. SECTION 2. DEBT BLD USA shall pay the CITY an amount of$182,818 in past due lease payments in addition to lease payments due for ongoing activities per the lease agreement. �� C� �: 1 � SECTION 3. PAYMENT PLAN BLD USA shall make payment as follows: February 28, 2023 $18,000 March 30, 2023 $18,000 Apri130, 2023 $18,000 May 30, 2023 $18,000 June 30, 2023 $18,000 July 30, 2023 $18,000 August 30, 2023 $18,000 September 30, 2023 $18,000 October 30, 2023 $18,000 November 30, 2023 $18,000 December 30, 2023 $ 2,818 SECTIQN 4: CAPITAL IMPROVEMENTS BLD will accomplish the capital improvements on the schedule set forth below: Batting Cage Repairs February New POS System February Paint Buildings February Paint Outfield Replica Walls February Parking Lot Lighting Febn.iary Stadium Club Paint February Fix all Broken Stadium Seats March Pawtucket Grading Repairs in Outfield March Restroom Upgrade March Stadium Club Flooring March Repair Damaged Turf March Turf in Batter's Boxes March Repair Shade Structures -Replica Fields April Sand in Volleyball Courts April BLD USA will provide to the Community Services Director monthly reports on the status of the projects listed above on the 20th of each month. 2 SECTION 5: DEFAULT A. In the event that BLD USA fails to make payment as set forth herein, the City shall have all remedies in law and equity available to it for breach of lease in accord with the Lease dated April 3, 2001. If payment is not made per the Payment Plan, CITY shall be authorized to demand acceleration of all remaining payments under the Plan and said total amount not yet paid shall become immediate due and payable. B. Any statutes of limitations, statutes of repose, notice or other time-related defenses or limitations, whether statutory, contractual, ar otherwise, and whether at law, in equity, or others (including the doctrines of waiver, laches, acquiescence or estoppel), which may be applicable to any breach of the Lease dated April 3, 2001, and which may fix or limit the period within which a claim may be brought under the Lease Agreement are tolled for the period of this Letter Agreement (the "Tolling Period"). The Parties each agree not to assert, plead or raise in any fashion any time-based defenses to claims under the Lease Agreement dated April 3, 2001, which time-based defenses rely in whole or in part on time that passed during the Tolling Period. C. In addition to all remedies in law ar equity far breach of the Lease dated April 3, 2001, the Parties intend for this Letter Agreement to be independently enforceable as a settlement obligation of the Parties, and the Parties further agree that this Letter Agreement shall be admissible as evidence in establishing a breach of the obligation set forth in the Letter Agreement. SECTION 6: AMENDMENTS The Parties agree that any amendments made to this Agreement must be in writing where they must be signed by both Parties to this Agreement. As such, any amendments made by the Parties will be applied to this Agreement. 3 SECTION 7: DATE OF AGREEMENT The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated throughout by their signatures below. The date of this Agreement shall be the date it is signed by the CITY. In Witness Whereof, CITY and BLD USA have executed this Agreement on the days and year set forth below: CITY OF REDDING A Municipal Corporation f"..'" � r'"v^ 4 J,.,...� f Dated• �,�� '� , 2023 �`;��-_-_�;' �-�--��..., MICHAEL D'ACQUISTO,Mayor ATTEST: APPROVED AS TO FORM: s�� ; � .� ,��°E� � �-�--� � .� �� PAlVIELA MIZE, City erk BARRY E. DeWALT, City Attorney BIG LEAGUE DREAMS USA,LLC �, �� ,..� , --� ,� w_�- .., .�_.�.._� -�,�.� �°~ - �_.�=mm� Dated: , 2023 �,�LARRY RE DS 4 �� , . _ -- ::� , SPORTS PA,�� LEASE between CITY (�F F:EDDING and BI� I.�EA�UE I)►REAMS REI)DIl'�G, LL� . �; , - ��_ e��., ;�� .�� -,� -o� , 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 7 ReddingLeaseQ_3Q,wpd Big League Dreams Redding Sports Park Lease 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 t� ReddingL,ease4_30.wpd �ig League Dreams Redding Sporfs Park Lease 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 g ReddingLease4_30.wgd Big League Dreams Redding Sporfs Park Lease 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 1 Q Reddingl.ease4_30.wpd Big League Dreams Redding Sports Park Lease 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 �� ReddingLeasc4_30.wpd 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. 1� ReddingL,ease4_30.wpd Big League Dreams Redding Sporfs Park Lease 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 13 Reddingl,ease4_30.wpd Big League Dreams Redding Sparts Park Lease 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. 1� ReddingL.ease4_3Q.wpd Big l.eague Dreams Redding Sporfs Park L.ease 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 I S Reddingt,ease4}O.wpd Big League Dreams Redding Sparts Park�ease 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. 1� ReddingLease4}Qvrpcl 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; 1 t� ReddingLease4}O.wpd 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. 2� ReddingL,ease4}0.wpd 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 2,1 Reddingl.ease4_30.wpd 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. 22 Reddingl.ease4_3Q.wpd 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 2� ReddingLease4}�.wpd 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. 26 Reddingi,ease4_30.wpd 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 2 t� Reddingl.ease4}Q.wpd Big League Dreams Redding Sparfs Park Lease 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 2� ReddingLease4_30.wpd 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. �� ReddingLease4}O.wpd 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 �$ Reddin�Lease4_30.wpd 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; �� ReddingL,easa4_30.wpd 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 4� ReddingLease4_30.wpd 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. 2 ReddingL,ease4_34.wgd 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 3 ReddingLease4_30.wpd 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. � Reddingl,ease4_30.wpd 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, �J Reddingl,ease4_30.wpd 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 1� ReddingT.ease4 30.wpd 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) 12 Reddingl.ease4_30.wpd 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 1� ReddingLease4_30.wpd Big League Dreams Redding Sparts Park Lease 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. 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