FINAL, BALLPARK SUBLEASE AGREEMENT DATED JANUARY 26,2015 AMONG: ‘THE CITY OF HARTFORD, CONNE ICUT, AS SUBLANDLORD AND CONNECTICUT DOUBLE PLAY, LLC, AS SUBTENANTARTICLE ARTICLE It 24 22 23 24 ARTICLE IIL 31 32 33 34 35 36 37 38 ARTICLE IV 41 42 43 44 45 46 47 48 ARTICLE V 31 52 53 Sa ‘TABLE OF CONTENTS Page DEFINITIONS CITY AND CLUB REPRESENTATIVES; APPROVALS. City Representative lub Representative. Review and Approvals or Consent Rights... 4 Governmensl Rule. 4 LEASEHOLD ESTATE TERM; RENEWALS; RENT; FEES; CITY SUITE : Grant of Leasehold Estate re Delivery of Possession 18 Reservations 15 Initial Term, . . . 1s Renewal Option Periods. 16 ied Rental : a 16 City Suite . so 7 Complimentary Tiekets.n.unsssnsennnn 7 LUSE OF THE STADIUM: REVENUE. 7 Ballpark Event on — 7 Scheduling... ee sos 18 City Sponscred Events 18 ra 20 Prohibited USES. 21 Opera sansa = 2 [INTENTIONALLY OMITTED}, Development Around Ballpark PARKING oso Bs Generally er) allpark Dedicated Parking Spaces. es Offsite Parking a 23 Parking Rates ——— 235.5 Patking Reventon 23 ARTICLE VI OPERATION; ROUTINE MAINTENANCE; UTILITIES. 24 6.1 Club's Operation ofthe Ballpark. 24 62 Routine Maintenance .. — 24 63 Compliance with Applicable Laws. 25 64 Security and Stat. — 2s 65 Utilities... a 2s 66 City Inspections; Evaluation of Cub, soe 26 6.7 Improvements by Chub. 26 68 Club's Persinal Property 26 ARTICLE VIL CAPITAL IMPROVEMENTS AND CITY MAINTENANCE ITEMS.....27 71 Responsibility 27 72 Capital Improvements Reserve Fund, 20 73 Capital Improvements Plan, rs 74 Undertaking of Approved Capital Improvements and City Maintenance Hem. eee 28 7.5. Emergeney Conditions. 28 7.6 Improvements Arbitrator 28 7.7 Completionof Authorized Capital Improvements son 78 Funding of pital Improvements er) 79° Excess Funds. sone 30 ARTICLE VIII TAXES. 8.1 Club Payment of Taxes. 30 82. Ad Valorem Taxes. . 30 83 Joinder of City Not Required sss 30 84 NoCity Obigations soon 3 85 No Target Taxes soo soos a ARTICLE IX. INSURANCE; INDEMNITY soso - 31 9.1 Insurance... o 3 9.2 Waiver of Subrogation oe M 9.3. Indemnity... uM ARTICLE X LOSS CF FACILITIES. : a 3s 10.1 Condemnaton, 3510.2 Casualty Damage to the Ballpark ARTICLEXI DEFAULTS AND REMEDIES 1A Default by Chub. 11.2 City's Remedies. 11. Default by city, 114 Remedies Cumulative. 115 No Indirect Damages 11.6 No Waivers 11.7 No Accordand Satisfaction... 11.8 Commercial Transaction ARTICLEXIL — DISPU“E RESOLUTION. 12.1 Generally 12.2 Emergency Relief ARTICLE XII] SALE OF OWNERSHIP INTERESTS 13.1 Transfer of Majority Interest. 13.2 Other Transfers 13.3 Continuing Enforeeabilty ARTICLE XIV ASSIGNMENT AND SUBL 14.1. Sale and Assignment by Cub, 14.2. Assignment by City 143 No Sublease ARTICLE XV NAMING AND ADVERTISING RIGHTS; BROADCASTING RIGHTS; PREMIUM SEATING; CONCESSIONS AND MERCHANDISE, 15.1 Contracting Generally 15.2 Naming Rights 15.3. Club Sponsorships and Advertsing, 154 Broadcasting Rights. 15.5 Premium Seating, Concessions and Merchandise 15.6 Concessions Reg ARTICLE XVI COVENANTS, REPRESENTATIONS AND WARRANTIES OF CLUB AND CITY, 16.1 Chub Coverants. 36 37 37 38 40 40 41 41 41 41 2 2 2 2 2 a “4 44 44 44 “4 44 “4 44 45 45 46 46 46 4616.2. Club's Representations and Warranties, 163 City Covenants 164 City’s Representations and Warranties, 165 Governmental Rule. ARTICLE XVI QUIET 2NJOYMENT ARTICLE XVIII GENERAL PROVISIONS 18.1 Leasehold Mortgages Prohibited 18.2 No Broker's Fees or Commissions 183. Further Aprrovals 184 Reconding of Notice of Sublease 185 Compliance with Applicable Lavs and Permitted Exceptions. 18.6 No City Obiigations : 18.7 Club’s Obligations for Payment of Rent; No Termination 18.8 Access to Billpark and Ballpark Dedicated Parking by City. 18.9 Estoppel Certificates. ARTICLE XIX SURRENDER OF POSSESSION: HOLDING OVER, 19.1 Surrender 07 Possession. 192 Removal of Cl 193 Holding Over . ARTICLE XX FORCEMAJEURE EVENT AND EFFECT OF DELAYS. 20.1 Excusable Club Delay. 202 Exeusable City Delay. 20.3 Continued Performance; Exceptions. ARTICLE XI ENVIRONMENTAL PROVISIONS 211 Remedial Work and Hazardous Materials. 21.2 Chub Release 213 City Release ARTICLE XXIL_ NOTICES ARTICLE XXII] MISCELLANEOUS. 23.1 Partial Invalidity. 23.2 Obligationsof City and Club 233. Timeof the Essence: 's Personal Property 234 Successors and Assigns. 1 49 49 50 so so 50 50 50 si sl sl si 32 32 32 32 32 3 3 33 s4 s4 55 55 56 26 56 37 37 58 38 38235 23.6 aq 28 ao 210 ad a2 a3 24 2s 2116 27 218 219 2320 221 2, 223 23.24 23.25 Entire Agreement ‘Table of Contents; Headings; Exhibits Anti-Discriination |Non-Appropriaton, Attorney's Fes: Nondisturenee [Intentional y omited.] Review by NAPBL, EL and/or MLB ‘Counterpars. Governing Law Limitation 9 Capacity as City ‘Capacity of Persons Aeting on Behalf of City [No Limitation on City’s Govermmental Funetions ‘Non-Liabiliy of City’s Officials and Club's Employees. Payment on Business Days Joint and Several Liability Relationship ofthe Parties; No Partnership. [Non-Merge: of Estates, Covenants Running with the Estates in Land Audits Survival of Bx ing Claims, ARTICLE XXIV. EASTERN LEAGUE CONSENT. 241 242 243 Consent Delivery Date. Additional Provisions. 58 38 38 38 38 39 59 59 61 61 61 61 61 6 6 co e o o 6 6Exhibits & Appendices Legal Desstiption of Real Propesty Schedule of Repai/Maintnance/Replacement Responsibility Depiction of Offsite Parking Depton a Rall Reicated Parking Form of Novice of Sublease Appendix A Rules as to UsageBal "ARK SUBI REEMENT, This BALLPARK SUBLEASE AGREEMENT, (his “Agreement” is made t0 be fective as of January 26,2015 (the “Eflestive Date”), by and between the City of Hartford, a Connecticut municipal corporation (the “Citv") as Subladlord, and Connecticut Double Pla, TLC a Delaware lied lability company’ Club") as Subwenat RECITALS WHEREAS, Club ' the owner of a Class AA (sometimes referred to herein as “Double A) Minor League Baseball (sometimes refered to as *MILB") franchise granted by The ‘National Association of Professional Baseball Leagues, In. (the “NAPBL,” which does business under the trade name “Minor League Baseball” sometimes abbyeviated as “MiLB") and the ccoresponding interests in the Easter League of Professional Baseball Clubs or any successor MiLB league (“EL”), WHEREAS, City leased from the Hartford Stadium Authority, a public body politic and corporate (‘Prime Landlord”) all of that certain land and improvements located at 1214 Main Sureet and 271-273 Windsor Steet in Hartford, Connecticut and more particularly described on Exhibit A attached hereto and incorporated herein (the “Real Property"), and as such, City Folds the legal right, ile or interest in and to the Real Property a8 necessary forthe undertskings by City in and to this Agreement. WHEREAS, Club is willing to execute this Agreement consistent and in Keeping with Resolution Number 16, as adopted and approved by the City Couneil (as defined in Article 1) on ‘October 15, 2014 and otherwise as set forth herein, ratifying and approving the execution by the Mayor of City of this Agresment WHEREAS, City (ora Jocal governmental authority designated by City) and Club have centered ino (@) that certin Ballpark Development Agreement (the “Ballpark Development Agecement”), whereby City, oF such local governmental authority, has agreed to finance, own, design, develop and construct a new, first clss, state-f-the-art, natural turf, open-air MiLB. ballpark and related facilites within Hartford's Downtown North area that will serve as the home ‘of the ‘Team and will also host other sporting and non-sporting events and community-oriented ‘events (and together with the Real Property, the “Ballpark"), and (b) that certain Non- Relocation Agreement (he “Non-Reloeation Agreement” \{his Agreement, the Ballpark Development Agreement and the Non-Relocation Agreement are, collectively, the “Ballpark Agreements”) dated effective of even date herewith, whereby the parties thereto agreed to certain restrictions on relation of the Team (as defined below), and predicated upon the Parties farther receipt of the Eastern League Consent WHEREAS, City bas agreed to sublease to Club, and Club has agreed to sublease ftom City, the Ballpark and the Ballpark Designated Parking as more particularly deseribed herein, NOW THERFFORE, in consideration of the foregoing, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:ARTICLEL DEFINITIONS Unless the context shall otherwise expressly require, capitalized terms used in this ‘Agreement shall have the bllowing meanings, and che rules as to usaye set forth in Appendix A ‘tached hereto and made « part ereaf shall be applicable herein: “Action or Proceeding” means any legal action, lawsuit, proceeding, arbitration, investigation by a Governmental Authority, hearing, audit, appeal, administrative proceeding oF jdicial proceeding, “Affiliate” means, with respect to any specified Person, any other Person who, ditetly or indirectly, Controls, s under common Control with ois Controlled by such specified Person. .ereement” has the meaning given to that term in the introductory paragraph of this Agreement, “Applicable Laws” means any and all laws, ordinances, statutes, regulations, judicial decisions, orders, injunetions writs, rulings, interpretations, ules, permis or certificates of an ‘cour, arbitrator or other Governmental Authority and applicable to the Person or Property in ‘question (including any activites or operations occurring an, under, over, upon ator from such Property in question). Applicable Laws shall inlude all City Ordinances, Environmental Laws and any applicable Federal wage requirements, “Appropriation” sneans with respect to any payment obligation or other monetary ‘obligation of City that may from time to time exist or arise under this Agreement during a fiscal year, the approval and setting aside by City of an adequate amount of funds to satisfy the ‘payment obligation or other monetary obligation of City. ‘Approval “Approve” or “Approved” means (a) with respect to any item or matter for “which the approval of City or City Representative, as the case may be, is required under the terms of this Agreement, the specific approval of such item or matter by City pursuant to a ‘writen instrument executed by City or City Representative, as applicable, deivered to Club, and shall not inclide any implied or imputed approval, and no approval by City or City Representative pursuant to this Agreement shall be deente to constitute or inlude any approval required in connection with any Governmental Funetions of City, unless such written approval shall so specitically state; (b) with respect to any item or matter for which the approval of Club is required under the terms of the Agreement, the specific approval of such item oF matter by Club oF Club Representative, a the ease may be, pursuaul Wo a wuitten iusuument executed by a duly authorized officer of Clu or Club Representative, as permitted pursuant to the terms of this ‘Agreement, and delivered 0 City, and shall not include any implied or imputed approval; and (c) ‘with respect to any’item 0: matter for which the approval of any other Person is required under the terms of this Agreement, the specific approval of such item or matter by such Person ‘pursuant to a written instrument executed by a duly authorized representative of such Person and Aelivered to City or Club, os applicable, and shall not include any implied oe imputed approval “Approved Capital Improvement” means (3) any Capital Improvement that has been identified within the Capital Improvements Plan or any amendment, modification or update 2thereof or (i) any City Maintenance Item Approved by Club Representative and City Representative pursuant to Section 7.3 and, if such Capital Improvement requires an Appropriation, the Approval ofthe City Coun “Ballpark” has the meaning given to that term inthe Recital, “Ballpark Agreements” has the meaning given to that term inthe Recitals “Ballpark Budget” has the meaning given to that term in the Ballpark Development Agreement “Ballpark Dedicated Parking” has the meaning given to that term in Section 5.2 hereof. “Ballpark Development Agreement” has the meaning given to that tem in the Recitals. “Ballpark Events” has the meaning given to that term in Seetion 4.1 hereof. “Ballpark Parking Hours” means the period beginning one (1) hour before the start of ‘an Event and concluding one (1) houe alter such Event, ‘Ballpark Standard” means the continuous operation, maintenance and repair of the Ballpark and Ballpark Dedicated Parking on a full-service bass in a manner consistent with the standards of operations, raintenance and operating and maintenance plans that a Qualified Operator, in accordance with MiLB and EL requirements, would reasonably be expected to ldertake and follow for te operation, maintenance and repair of a Comparable Property. y" means each annual baseball season during the Term running from approximately March 1 though September 30 of the applicable calendar year and includes, and ‘may be modified from time to time by Club to include, all pre-season games, regular season ‘games and playofT games, “Business Day" means a day of the year that isnot) a Saturday, Sunday, Legal Holiday ‘or (i) a day on which commercial banks are requited to close in Hartford, Connecticut, ‘apital_ Improvements” means any work (including all design, architectural, engineering and construction work, together with all labor, supplies, materials, equipment and costs of permits and approvals of Governmental Authorities) that is customarily capitalized tunder GAAP and is reasonably necessary to repair, restore, refurbish, replace oF improve (in teach case, in a manner that extends the useful life thereof and is performed to ensure thatthe Ballpark remains a safe, attractive and first class facility comparable to the Comparable Properties, ordinary wear and tear excepted) any facility, structure, City Personal Property or ‘other component of the Ballpark or the Ballpark Dedicated Parking, ifsuch work is necessitated by: (a) _ any material defects in design, construction or installation ofthe Ballpark andor the Ballpark Dedicated Parking: (©) Physical Obsolescence(©) _ requirements imposed by Major League Baseball, NAPBL and/or the EL as applicable to the Ballpaik; (2) requirements imposed by Applicable Laws; (e) requirements or recommendations of any insurance carrier insuring any portion ofthe Ballpark or the Ballpark Dedicated Parking; (0) requirements of any manufacturer, supplier or installer of any component, system or equipment at the Ballpark or the Ballpark Dedicated Parking stipulated in the ‘operating manuals therefor, (@) the then-current Capital Improvements Plan; oF (6) any other Capital Improvements mutually agreed upon by City and Club, Te term Capital Improvements shall not include any Routine Maintenance, “Capital Improvements Plan” has the meaning given to that tem in Seetion 73 hereof ‘and shall address, among. other things, any applicable Economic and Technological ‘Obsolescence issues. ‘Capital Improvements Reserve Fund” has the meaning given to that term in Section 7.2hereat, “Casualty” means, with respect to the Ballpark or the Ballpark Dedicated Parking, physical damage, physical destruction or other property casualty resulting from any fre or any other Force Majeure Event or other sudden, unexpected or unusual cause. has the meaning given to that term in the introductory paragraph of this ‘Agreement. “City Couneit™ means the Court of Common Council of the City of Hartford, ‘Connecticut De hhasthe meaning given to that term in Section 11.3 heroof “City Maintenance Items" means those items of Routine Maintenance set forh on Exhibit fratched hereto under the column entitled “City Ordinances" means all ordinances and regulations ofthe City, including, without limitation, all ordinances e cerning land use, development projects on City-owned land, leasing ‘of property by the City to private businesses, taining and employment of residents of the City, affirmative action, no-strie and labor peace agreements, payment of a living wage and other -matters relating to City procurement and contracting procedures and any building codes, fire or life safety codes, development codes, zoning regulations and subdivision regulations, as same ‘may be amended fom time to time,‘City's Personal Property” means any and all movable equipment, furniture, fixtures and other tangible personal property that are owned by City as of the Commencement Date or otherwise purchased as part of the development costs of the Ballpark or Capital Improvements and located on of within the Ballpark or the Ballpark Dedicated Parking (and that donot constitute fixtures) and car be removed from the Ballpark without damage thereto. The term “City's Personal Property” ineludes any replacements of City’s Personal Property by City or otherwise, va - “City Revenue Share” has the meaning given to that term in Seotion 4.4(¢)heroot, 2s the meaning given to that term in Seetion 2.1 hereo. ‘City Sponsored Events" has the meaning given to that term in Seetion 4.3 hereof. “City Suite” has the meaning given to that term in Section 3.7 hereot 37 “City Suite License Agreement” has the meaning given to that term in Sect hereof: Cl Agreement has the meaning given to that term in the introductory paragraph of this ‘Club Default” has the meaning given to that term in Section 11.1 hereof, “Club's Personal Property” means any and all movable equipment, furniture, fixtures tnd other langible personal property that are owned by Club or its subtenants and located on or within the Ballpark or the Ballpark Dedicated Parking (including trade fixtures, but not other tres) and ean be remeved from the Ballpark without material damage thereto. The term “Club's Personal Property” does not include any of City’s Personal Property or any replacements of City’s Personal Property “Club Representative” has the meaning given to that term in Setion 2.2 heroof, “Commencement Date” means the date of the [atest 10 occur: (@) achievement of ‘Suistantial Completion, and (i) possession of the Leasehold Estate has been tendered to Club by City “Comparable Properties” means the following first-class, Double-A caliber, multi- purpose. urban baseball Ballparks (as mutually agreed upon by the Representatives) that (i) have ‘heen opened within five (2) years of the Commencement Date, (i) are generally comparable in size, design and quality of consiuetion tothe Ballpark and (ji) are located in the United States: Regions Field, Birmingham, Alabama, Parkview Field in Ft. Wayne, Indiana, BBT Ballpark in Charlotte, North Carolina, Fifth Third Field in Toledo, Ohio, ONFOK Field in Tulsa, Oklahoma, Coca Cola Park in Lehigh Valley, Pennsylvania, Southwest University Park in El Paso, Texas. Additonal exemplars may be added if mutually agreed by City and Club in writing.“Controt” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by eontract or otherwise, ‘oncessions” means any and all food and beverage items sold anywhere at the including without limitation, () by Club, (i) in accordance with any Concessions ‘or (ii) by any third party (without regard to whether such party has entered into a ns Agreement), ‘Concessions Agreement” means any agreement for the management and operation of| Concessions that may be entered into by Club from time to time during the term of this ‘Agreement. ‘Confidential Information” has the meaning given to that term in Section 23.11 heeoof, “Default Rate” means the “prime rate” as published inthe "Money Rates” section of The Walt Sirer Journal, plus one (1) percentage point, however, if such rate is, at any time during the Term, no longer so published, the “Default Rate” shall mean the average of the prime interest rates that are announced, from time to time, by the three (3) largest banks (by assets) hheadquattered in the Unite States that publish a “prime rate," plus one (1) percentage point. In ro event shall the Default Rate be in excess of the maximum interest rate allowed by applicable Jaw ‘Development Rights” has the meaning given to that term in Section 4.8 hereof, ‘Eastern League Consent” has the meaning given to tha term in Section 24. “Economic and Technological Obsolescence” means any City Personal Property or component, strutute of surface of the Ballpark that is not then currently sate-of- the-art, and includes witheut imitation any such property, improvements and/or structures that have Become outdated dur to technological advances, whether or not the same is Physically Obsolete “Effective Date” his the meaning given to that term inthe introductory paragraph ofthis has the meaning given to that tem in the Recital. ion 7S hereof. tho ten in Se Emergency Condition” hos the meaning gi Encumbrances” means any defects in, easements, covenants, conditions or restrictions affecting, or Liens or other encumbrances on, the tlle 10 the Ballpark or the Ballpark Dedicated Parking, whether evidenced by written instrument or otherwise evidenced, ronmental Claim” means any Action ot Proceeding regarding the Real Property, the Ballpark or the Ballpark Dedicated Parking () arising under an Environmental Law oF (i) related to or arising out ofan actual or alleged Environmental Event“Environmental Event” means the occurrence of any of the following: (0) any noncomplianee with an Environmental Law; (ji) an environmental condition requiring esponsive action, including an environmental condition at the Ballpark caused by a third party; (il) any ‘event on, ator from the Real Property, the Ballpark or the Ballpark Dedicated Parking, or related to the operation thereof ef such a nature as fo require reporting to applicable Governmental Authorities under any Environmental Lav (iv) an emergeney environmental condition; (v) the existence or discovery of eny escape, seepage, leakage, spillage, emission, discharge or disposal of of other release or any kind of Hazardous Materials on, ator from the Ballpark which may femise a threat or actual inj ry ta rman health the envieonment, plant or animal life: a (¥) any Environmental Claim, oF the fling or imposition of any environmental Tien against the Real Property, the Ballpark or the Ballpark Dedicated Parking, because of, resulting from, in ‘connection with, of arsirg out of any of the matters refered to in clauses (3) through () preceding. “Environmental _Law(s)" moans any applicable Federal, state or local statute, law (including common law fart law, common law nuisance law and common law in general) rule, regulation, ordinance, code, permit, concession, grant, franchise, license, policy or rule of ‘common law now in effect or adopted in the future, and in each case as may be amended or replaced, and any judicial or administrative interpretation thereof (including any judicial or administrative order, consent decree or judgment) relating to (i) the environment, health, safety ‘or Hazardous Materials, {i) the storage, handling, emission, discharge, release and use of chemicals and other Hazzrdous Materials, (ii) the generation, processing, treatment, storage, transport, disposal, investigation, remediation or other management of waste materials of any kind, and (iv) the protection of environmentally sensitive areas, including any federal, state or local law, statute, ordinance, code, rule, regulation, license, authorization, decision, onder, injunction, decree, or ruke of common lav, and any judicial inerpretation of any’ of the foregoing, which pertains to health, safety, any Hazardous Material, or the environment (ineluding but not limited to ground or air or water oF noise pollution oF contamination, and underground of above ground tanks) and shall include without limitation, the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amended by the Superfund Amendments and Reautherization Act of 1986; the Hazardous Materials Transportation Act, 49 USC. § 1801 et seq. the Federal Water Pollution Control Act, 33 US.C. § 1251 et seq. the Clean Air Act, 42 USC. § 7401 et seq. the Toxic Substances Control Act, 15 US.C. § 2601 et seq. the Safe Drinking Water Act, 42 U.S.C. § 300F et seq. the Federal Insecticide, Fungicide tnd Rodenticide Act, 7 U.S.C. $136 et. sea. the Emergency Preparedness and Response Community Right-to-Know Aet, 42 U.S.C, § 11001 et seq. the Endangered Species Act, as mended, 16 U.S.C, §§1531 et seq. and Tile 22 of the Connoctieut General Statutes. vent” means any Ballpark Event or City Sponsored Event. “Excusable City Delay" means any City delay that is eaused by or attributable to (but only to the extent of) a Foree Majeure Event, No City delay arising ffom the faiure to make funds available for any purpose shall ever be an Excusable City Delay unless such failure, inability or refusal itself arises drecly ftom, and is based upon, another event or circumstance ‘whieh is an Excusable City Delay“Excusable Club Delay" means any Club delay that is caused by or attributable co (but ‘only to the extent of) @ Force Majeure Event, No Club delay arising from the failure to make funds available for any purpose shall ever be an Exeusable Club Delay unless such failure, inability or refusal itself ses directly ftom, and is based upon, another event or circumstance whieh is an Excusable Club Delay. “xed Rental” mzans $500,000 per year foreach calendar year of the first fifteen (15) years ofthe Initial Term aud $600,000 per year for each calendar year forthe remaining ten (10) years ofthe Initial Term, “Force Majeure Event” means any act that (a) materially and adversely affects the affected Party's ability to perform the relevant obligations under this Agreement or delays such affected Party's ability to Jo so, (b) is beyond the reasonable control ofthe affected Party, and {) is not due to the alfested Party’s fault or negligence. Subject to the satisfaction of the conditions set forth in (a) through (e) above, Force Majeure shall inelude: —(j)- natural phenomena, such as storns, floods, lightning and earthquakes; (i) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism: ii) transportation disasters, whether by ocean, ral, land or air (iy) strikes or other labor disputes including a strike or lockout by MiLB players or umpires; (¥) fires; (vi) actions or omissions of a Governmental ‘Authority (including the actions of City in its capacity as a Governmental Authority) that were ‘not voluntarily induced or promoted by the affected Party, or brought about by the breach ofits “obligations under this Agreement or any Applicable Law; (oii) bona fides ttle disputes; and (vii) failure ofthe Party not claiming foree majeure, asa result of the Foregoing items (i) through i), to perform any ofits obligations under this Agreement within the time or by the date required pursuant to the terms of fis Agreement for the performance thereof; provided, however, that ‘under no circumstances shall any such force majeure include economic hardship. ‘Eranchise” has the meaning given othe tem in Section 24.1 hereot “GAAP” means generally accepted aecounting principles as in effect from time to time {nthe United States asset forth inthe opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements ofthe Financial Accounting Standards Board “Governmental Authority” means any Federal, state, local ot foreign governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judieial or executive (or a combination or permutation thereot), including a local government corporation, ‘Governmental_Authorizations” means all approvals, consents, decisions, authorizations, certificates, confirmations, exemptions, applications, notifications, concessions, acknowledgments, agreements, licenses, permits, import permis, employee visas, environmental permits, decisions, right of ways, and similar items ftom any Governmental Authority, ineluding 8 liquor Ficense from the Liquor Contr Division of the State of Connecticut Department of Consumer Protectionjovernmental_Function” means any regulatory, legislative, permitting, zoning, enforcement (including police power), licensing or other funetions which City is authorized oF required to perform in its capacity as @ Governmental Authority in accordance with Applicable Laws. The entering into this Agreement and the performance by City of its contractual obligations 10 the Club under this Agreement shall not be considered a “Govemmental Funetion.” “Hazardous Materials” means (a) any petroleum or petroleum products, metals, eases, chemical compounds, raciouctive materials, asbestos, urea formaldehyde foam insulation, transformers or other ecuipment that contain dielectric fluid containing polychlorinated biphenyls, lead paint, putescible and infectious materials, and radon gas; (b) any chemicals oF substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous mateials”, “extremely hazardous wastes”, “restricted hazardous wastes “oxie Substances", “toxic pollutants", “contaminaais” or “pollutants”, or words of similar import, under any’ applicable Environmental Law; and (e) any other chemical, material of substance, exposure 10 which is prohibited, limited or regulated by any applicable Environmental Law or Governmental Authority or which is regulated because of its adverse effector potential adverse effect on health and the environment, including soil und construction debris that may contain any of the materials described inthis definition “Improvements Arbitrator” has the meaning given to that term in Section 7.6 hereof. itil Term” has the meaning given to that term in Section 3.4 hereot. “Insalveney Event” means, with respect {0 any Person, (a) such Person’s or any of its subsidiaries” (i) failure to generally pay its debts as such debis become due, (i) admitting in ‘writing its inability to pay ts debts generally or (ii) making a general assignment forthe bene! of creditors; (b) any proceeding being instituted by or against such Person or any of its subsidiaries (i) seeking to adjudicate ita bankrupt or insolvent, (i) seeking liquidation, winding ‘up, reorganization, arangement, adjustment, protection, relief, or composition of itor its debts ‘under any’ law relating to bankrupt, insolveney’or reorganization or elie of debtors or (ii) seeking the entry of an once for rele or the appointment of a receiver, trustee or other similar official for itor for any substantial part ofits property and, inthe ease of any such proceeding instituted against such Person or any such subsidiary, any such proceeding shall remain _undismissed for a period of ninety (90) days or any of the actions sought in such proceeding shal ‘occur; oF (c) such Person's or any ofits subsidiaries’ taking any comporateaetion to authorize any ofthe actions set forth above in this definition, “Lease Expiration Date” means the date of termination of this Agreement at the conclusion ofthe Term or sooner pursuant to any applicable provision hereof. “Leasehold Estate” has the meaning given to that term in Section 3.1 hereot Leaschold Mortgage” means any mortgage, deed of trust or other instrument in the nature thereof which encumbers any of Club's rights, titles and interests in and t0 use of the Ballpark or the Ballpark Dedicated Parking (but not City’s real property interest in the Ballpark ot the Ballpark Dedicated Parking), including, without limiting the generality of the foregoing, 9its right to use and occupy the Ballpark or the Ballpark Dedicated Parking and all of its rights, tiles and interests, if any, in and to any and all improvements to the Ballpark or Ballpark Dedicated Parking. “Legal Holiday” means any day, other than a Saturday or Sunday, on which City’s administrative offices are dosed for business Jen” means aty mortgage, charge, pledge, lien, privilege, security interest, hhypothecation or other encumbrance upon or with respect to any property or assets or any kind, ‘whether real or personal, tangible or intangible, now owned or hereafter acquired. “Management Agreement” has the meaning given to that term in Section 4.6 hereot jerchandise” means any goods (other than food or beverage) sold anywhere at the Ballpark, ineluding without limitation, () by Club, (i) in accordance with any Merchandise Agreement or (if) by any third party (without regard to whether such party has entered into a Merchandise Agreement). ‘Merchandise Agreement” means any agreement for the management and operation of Merchandise that may be entered into by Club from time to time during the term of this ‘Agreement “MILB” means Minor League Baseball™, “NAPBL” has the meaning given to that term inthe Recitals “Net Concessions Revenue” means the amount remsining from Concessions and Merchandise sales afler payment of expenses for all (non-Affiliate) third parties and direct expenses of the Club and is Afiliates as related to said sales (at cos) “Non-Relocation Agreement” has the meaning given to that term in the Recitals “Offsite Parking” means and includes the public and privately operated surface and garage parking depicted on Exhibit D attached hereto, ‘Operator” has the meaning given to that vem in Section 46 hereof “Ownership Group” means the managing member(s) ofthe Club as ofthe date of this ‘Agreement and, hereafler, any permitted transferees hereunder means a party’ or the paris, respectively, to this Agreement, “Permitted Bxcep:ions” means (i) those certain Encumbrances upon and/or exceptions to the ttle to the Ballpark othe Ballpark Dedicated Parking that are referenced andior described ‘on Exhibit A attached hero and (i) the Reservations and all rights to use the Ballpark und the Ballpark Dedicated Parking pursuant thereto“Person” means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated ‘organization or governmert or any agency or political subdivision thereof or any other form of entity “Physically Obsolite” or “Physical Obsolescence” means nny City Personal Property or ‘other facility, component, structure of surface ofthe Ballpark or the Ballpark Dedicated Parking that does not comply wit Applicable Laws or as become dysfunctional due to defects in design, mateinls or workmanship or ordinary swear and tear ather than as a result of Club's failure to perform its mmintenance obligations under this Agreement. For purposes of determining Physical Obsclescence or Physically Obsolete, any City Personal Property or other facility, component, stectare or surface of the Ballpark or the Ballpark Dedicated Parking shall be deemed dysfunctional i such has deteriorated to a degree that eannot be remedied through Routine Maintenance (including replacement necessitated by repeated breakdown of & ‘component despite efforts repai or restore it shot of replacement), idlord” has the meaning given tothe term inthe Recitals. “Prohibited Messages” has the meaning given to that tem in Section 15.2 hereof “Prohibited Use" fas the meaning given to that term in Seetion 4.5 hereof: ‘Proposed Capital Improvements Contract” fas the meaning given to that term in Section 7-4 hereo!. “Qualified Operator” means a nationally recognized multi-purpose project operator (oF, if its qualified patent company has and continues to unconditionally guarante the full payment land performance of all sich project operator's obligations under or in connection with the Management Agreement, such subsidiary thereof) that as of the effective date of the Management Agreement “hen in effect, operates, on a full-service basis, either direetly of through its subsidies a: least three (3) facilities that are comparable (or superior) to the Comparable Properties, the Ballpark, Major League Baseball parks or other facilities acceptable woCity “Real Property” fus the meaning given to that term in the Recitals. In addition to the description of real propery’ attached hereto as Exhibit, the term “Real Property” shall also include any additional real property interests acquited by City and on, over or under which, oF Pursuant fo, the Ballpark isconstructd. Related Party” or “Related Parties” means with respect to any Person, such Person’s partners, decors, office's, shareholders, members, agen, employees, auditors, advisors, ‘consultants, servants, course, contractors, subcontractors (of any tier), tenants, subtenants (of any tie) licensees, sublicensces (of any ter), lenders, successors, assigns, legal representatives, ‘elected and appointed offials, volunteers snd Affiliates, and for each of the foregoing theit respoctive partners, directors, officers, shareholders, members, agents, employees, auditors, advisors, counsel, consultents, contractors, subcontractors, licensees, sublicensees, tenants, and sublenants“Renewal Option” has the meaning given to that term in Seetion 3.5 hereof. “Renewal Option Period” has the meaning given to tha term in Section 3.5 hereof, “Rent” means all Fixed Rental “Representative” means each of City Representative and Club Representative or both colleetively if used in the pra “Reservations” has the meaning given to thal erm mn Seetion 5.5 here. “Routine Maintenance” means all work (including all labor, supplies, materials and equipment) that is ofa rowtine nature and is reasonably necessary forthe cleaning and routine care of and preventative maintenance and repair for any propery, structures, surfaces, fiiis, fixtures, equipment, furnishings, improvements and components that form any part of the Balipark or the Ballpark Dedicated Parking in a manner reasonably consistent with the standards at other Comparable Facliies; provided however, Routine Maintenance shall not include Capital Improvements. Routine Maintenance shall include the following, together with such other Routine Maintenance deseribed in Section 6.1 hereof and those repair and maintenance items Identified on Exhibit B attached hereto: (i) preventative oF routine maintenance that is stipulated in the operating manuals for the Ballpark and incorporated erin by reference; (ii) periodic testing of building systems, such as mechanical, card-key security fie alarm, lighting and sound systems; (i) ongoing trast removal; (iv) routine maintenance procedures for heating, ventilation ‘and air-conditioning, plumbing, electrical, roof and structural systems and vertical Tift systems (eg. escalators and elevates); (¥) painting or application of protective material; (i) cleaning prior 1, during and folloving, and necessary as a direct result of, all Events including City Sponsored Events at the Ballpark; (vii) routine changing of light bul, ballasts, fuses and cireuit breakers as they fail in nomal use; and (vii) clearing, i¢e and snow removal of all public sidewalks surrounding or adjacent to the Real Property that comprises the Ballpark and the ‘Ballpark Dedicated Parking. “Substantial Completion” means, when used with respect tothe Ballpark Improvements ‘Work (a8 defined in the Eallprk Development Agreement) or any component of the Ballpark Improvements Work (as defined in the Ballpark Development Agreement, the receipt of (i) a certificate of the Project Architect (as defined in the Ballpark Development Agreement) certifying that the Ballparb Improvements (as defined in the Ballpark Development Agreement) hhave been completed in aecordance with the Project Plans and Specifications (as defined in the Ballpark Development Agieement) except for punchlist items, and (i) a certificate of occupancy from the Caly acting in aceordanee with lS Governmental Funetion that the Ballpark Improvements (as definec in the Ballpark Development Agreement) are ready for use and ‘occupancy for thei intended purposes in accordance with Applicable Law, and (ii) the Ballpark Improvements (as defined inthe Ballpark Development Agreement) having been completed and supplied in order thatthe same shall be deliverable to the Club ina “turn-key” condition except for punchlist or other final completion items as are necessary to allow the Chub to begin ‘operations at the Bllparh upon taking possession thereof, including but not limited to, all concessions, luxury suites and offices, all as set forth in the Project Plans (as defined in the Ballpark Development Agreement)“Tax Proceeding” means any audit, examination, investigation, action, suit, claim, assessment, appeal, roques: for adjustment, or other administrative or judicial proceeding relating to the payment of any taxes deseribed in tis Agreement, “Team” means all rights, tile and interest, including franchise rights, in the Double A Minor League Professional Baseball franchise granted by the NAPBL and the corresponding interests inthe EL and known as of the Effective Date as the “New Britain Rock Cats” baseball club. “Team Ballpark Event” means any Ballpark Event directly involving the Team, ‘including home games of tie Team “Transfer of Majerity Interest” means, with respect to Club ots parent company, any direot oF indirect transfer, sale or other transaction (or related transactions) that results in any Person (other than a curent Control Person of Club or its parent company, as applicable) becoming the beneficial ewner, directly or indireetly, of fly percent (50%) or more of the sccurties or interests having ordinary voting power for the election of managers, directors oF ‘other comparable Controlling body o “lub or its parent company, as applicable. “Use_Agreement™ means a use, sublease, license, concession, oecupaney or other ‘agreement for the use or eecupancy of any designated space or designated facilities within the Ballpark for any Permitted Use, but shall not inlude any of the foregoing fr all or substantially all ofthe Ballpark or fora period greater than the then remaining Term, ARTICLE I CITY AND CLUB REPRESENTATIVES; APPROVALS, 24 City Representative, City hereby designates the Mayor of City or hisher designee to be the representative of City the “City Representative"), anc City shall have the right, from time to time, fo change the Person who is City Representative by giving at least ten (10) days prior written notice to Club thereof. The only functions under this Agreement of City Representative shall be as expressly specified inthis Agreement. Any one ofthe Persons from time to time serving as Cty Representative, acting alone and without the joinder of the other persons then serving as Ciy Representative, shall ave the power to bind City in those instances in which this Agreement specifically provides for the approval, decision, confirmation or decermination of City Representative and in no ober instances; provided. however, tat notwithstanding anything n this Agreement to the contrary, City Representative shall not have ‘any tight to modify, amenc o terminate this Agreement. 22. Club Representative. Club hereby designates Joshua Solomon tobe the representative of Club (the “Club Representative"), who shall be authorized to act on behalf of Club under this Agreemert. Club shall have the tight, from time to time, o change the Person who is Club Representative by giving atleast ten (10) days prior written notice to City thereof, ‘Any written approval, decision, confirmation or determination hereunder by Club Representative shall be binding on Clubs provided, however, that notwithstanding anything in this Agreement tothe contrary, Club Representative shall not have any right to modify, amend or terminate this Agreement 23° Review Wi (@) _ Theprovisions ofthis Seetion 2.3) shall be applicable with respect to all instances in which its provided under this Agreement that City, City Representative, Club or the Club Representative exertises Review and Approval or Consent Rights (as defined below): provided, however, that if the provisions of this Section 2.3(a) specifving time periods for ‘exercise of Review and Approval or Consent Rights shall coniliet with other express provisions ofthis Agreement providing for time periods for exercise of designated Review and Approval or Consent Righis, then the provisions of such other provisions ofthis Agreement shall control. AS used herein, the term “Review and Approval oF Consent Rights” shall include, without limiting the generality of tat term, all instances in which one Party (the “Submitting Party") is permitted or required to stbmit tothe other Party orto the representative ofthat other Party any’ document, notice or determination of the Submiting Party and with respect to which the other Pary or its representative (the "Reviewing Party") has a right or duty hereunder to review, comment, confirm, Approve, disapprove, dispute or challenge the submission or determination of the Submitting Panty (6) Stantard for Review. Unless this Agreement specifically provides that a Pary's Review and Approval or Consent Rights may be exercised in the sole discretion ofthe Reviewing Party then in connection with exercising its Review and Approval or Consent Rights under any provision of this Agreement, and whether or not specifically provided in any such provision, the Reviewing Party covenants and agrees to actin good faith, with due diligence, and in fair and commercially reasonable mannet in its capacity as Reviewing Party with regard to ‘each and all ofits Review and Approval or Consent Rights and to not unreasonably withhold, condition or delay its Approval of, consent to or confirmation of any submission or determination. ‘The Reviewing Party shall review the matter submited in writing and shall give notice within five (S) Busiiess Days to the Submitting Party ofthe Reviewing Party's comments including Approval, confimnation, disapproval or failure to confirm, as applicable, Any failure to respond within such five (5) Business Day period shall be deemed to be an approval or ‘confirmation of the matter submitted. (©)__Resabmissions. 1 the Reviewing Party disapproves or fils to confirm a the Submitting Party shall have the right, within five (5) Business Days after the dete the Submitting Party receives notice of such disapproval or failure to confirm, to re-submit the disapproved or not confirmed matter tothe Reviewing Party, altered to satisly the Reviewing Farty's basis far disapproval or failure to confirm. Any resubmission made pursuant to this Seaton 2.3 shall be subject to Review and Approval or Consent by the Reviewing Party in accordance with the procedures described in this Section 2.3, until such matter is Approved by the Reviewing Pany, 24 Governmental Rule. The Approval by City or City Representative of any matter submitted to City or City Representative pursuant this Agreement, which materi specifically provided herein fo be Approved by City or City Representative shall not constitute a replacement ‘or substitute for, of otherwise excuse Club from, such permitting, licensing or approval processes “4under Applicable Laws; end, conversely, no permit or license so obtained shall constitute a replacement or substitute for, of otherwise excuse Club from, any requirement hereunder for the Approval of Cty or City Representative. ARTICLE U1 LEASEHOLD ESTATE TERM; RENEWALS; REN 3.41 Grant of Leasehold Estate, In consideration of and pursuant to the covenants, augreements and conditions set forth herein, City does hereby lease, let, demise and rent unto Club, and Club does hereby rent and lease ffom City, on and subject tothe tems, conditions and provisions of this Agreement, the Ballpark, the Ballpark Dedicated Parking, City Personal Property, together with all other rights, tiles and interests granted to Chub under this Agreement (collectively, the “Leaseheld Estate”) for the Term set forth herein, 32 Delivery of Possession. On the Commencement Date, City will deliver to Chib possession and oecupancy of the Leasehold Estate subject only’ to (the Permitted Excepions, (Gi the rights and reservations of City under this Agreement including the Reservations and (i) all Applicable Lav Subject to Club's rights to access the Ballpark pursuant to the Ballpark Development Agreement, Club shall not have the right to use or oeeupy any part of the Real Property, the Ballpark, the Ballpark Dedicated Parking or City Personal Property prior to the ‘Commencement Date 33. Reservations. Notwithstanding anything in this Agreement to the contrary, City hereby reserves (and the Leasehold Fstate shall not include) the following with respeet to the Ballpark nnd the Ballpark Dedicated Parking (the “Reservations”) (2) the sight of Cty t install on, under, over or below the Ballpark and the Ballpark Dedicated Parking any’ and all utilities and appurtenances related thereto that it deems necessary; provided, however, that (1) the location and construction of same shall not materially interfere withthe operation, or materially change the aesthetics, of the Ballpark by Club or the use ofthe Ballpark Devlcad Parking by Club, each pursuant to the terms of this Agreement and (2) Club shall have no oblization to maintain same after construction by City; and (©) for the benefit of City, the exclusive right to any natural resources in on ‘and under the Ballpark or the Ballpark Dedicated Parking, including allel, coal, natural gas and ‘ther hydrocarbons, minetls, aggregates and geothermal resources as well asa right to grant leases or to conduet and undertake surface or subsurface extraction of same; provided, however, that no extraction of such natural resources shall (I) be inconsistent or incompatible with the rights or privileges of Club under this Agreement, (2) be permuted on the playing surface ofthe Ballpark or (3) adversely affect the use or surface of, or undermine the support of, the Ballpark ‘or the Ballpark Dedicated Parking, 34 Initial Ter, Subject to the terms and conditions hereof, City hereby leases the Ballpark to Club for a period commencing on the Commencement Date and ending on September 30 (or such later date as is reasonably necessary to accommodate any Team Ballpark Events (eg. playoff games) of that year in which the twenty-fith (25th) full Baseball Season after the Commencement Date has occurred, unless this Agreement is sooner terminated Ispursuant to any applicable provision hereof, by application of law or pursuant to the terms and concitions ofthis Agreement the “Initial Term”), 35 Renewal Option Periods (2) Club shall have the option to extend the Initial Term ofthis Agreement for thyee (3) consecutive addiional periods of five (5) years each (each such option is refered to herein as a “Renewal Option” and each such period as a “Renewal Option Period”). Esch Renewal Option Period shall commence the day immediately following the expiration of the Initial Term or previous Renewal Option Period, as applicable. (©) Clut's ability to exercise cach Renewal Option, absent an agreement between the Parties tothe contrary, shall be subject to Club delivering to City a written request to discuss the terms and conditions of the Agreement forthe upcoming Renewal Option Period not more than thity six (36) months and not less than twenty four (28) months prior to the ‘expiration of the Initial Term or not more than twenty four (24) months and not less than ighteen (18) months prior to the expiration of any subsequent Renewal Option Period. If Club ‘exercises any Renewal Option, all of the terms of this Agreement, other than any contractual provision governing a Finacial obligation between the City and Club, including Rent, and other Ballpark revenues, shall ayply during the Renewal Option Period. During i) the twelve (12) month period after an exereise of a Renewal Option with respect to the Initial Term or (i) the six (6) month period alter an exercise of a Renewal Option with respect to a subsequent Renewal Option Petiod, the Representatives shall enter into exclusive, good faith negotiations on behalf oF their respective partes to determine the new financial contractual terms for the applicable Renewal Option Period. 'n negotiating the renewal terms governing the financial obligations between the Parties, the Parties shall consider relative market size of Cty and Team relative t0 other MiLB teams, market demographies, age of the Ballpark and related improvements, the amount ofthe then-cuerent Rent, Ballpark attendance and the financial performance of Team and Ballpark operations. In the event Club does not timely provide notice ofits request to exercise a Renewal Option, o inthe event that Club provides such notice, but the Parties fail to agree upon the terms ofa renewal on cr before ane yeat before the Lease Expiration Date, then City shall be free to negotiate with, make offers to, entertain offers from, have discussions and communications with and enter into any lease, sublease, license, or similar occupancy agreement with any Person regarding the Ballpark and the Ballpark Dedicated Parking on terms acceptable to City. The existence oF sontinuaton of a Club Default atthe time within which for Club to exercise a Renewal Option, shall preclude Club from being abe to exercise its Renewal Option. 3.6 Fixed Rental, (a) Inconsideration ofthe use and occupancy of the Ballpark by Club, and the costs incurred or to be incured by City to construct the Ballpark, bepinning on the Commencement Date, Chub hereby agrees to pay to City the Fixed Rental in two equal, semi annual installment paymerts which aggregate the total amount of Fixed Rental to be paid for the applicable yeat. In calendat year 2016 such payments are to be made on "Opening Day” for the Ballpark, which is eurrenty scheduled for April 7, 2016, and on August 1, 2016, and for each calendar year ofthe Term subsequent to calendar year 2016 such payments are to be made on May I and September 1. If this Agreement terminates on a day other than the anniversary of the 6‘Commencement Dat, the *ixed Rental for such partial year shall be proportionately reduced and the remaining Fixed Rental shall be payable, or the excess portion of Fixed Rental previously paid shall be refunded, as plicable, on such date of termination of this Agreement 3.7 Clty Suite. Club shall enter into an agreement with City (@ “City Suite License Agreement”) no later than five (S) Business Days after the Commencement Date under which ‘Club grants City «license during the Term to use a suite in the Ballpark (Ube “City Suite”), The City Suite willbe of a siz0 and in @ location reasonably acceptable to City Representative and ccomparuble tothe size and location of other owner's suites st the Comparable Properties The City Suite will be used by City and any AMtlite of City, only t Events to be held at the Ballpark that are otherwise open to the general public, for promotional and economic evelopment activities and for other public and civie purposes during events atthe Ballpark, but shall not be subleased so as 10 compete with Club's suite licensing at the Ballpark. The City Suite License Agreement shall grant the same privileges to City, and be on the same terms and conditions, a Club or the Operator grants to the majority of thir-ersons for other similarly located suites in the Ballpark, except that, although City shall be obligated to pay for costs and expenses in connection with its use of the City Suite, including without Hmitation its share of food and beverage costs, service charges, telephone expenses, maintenance and repair costs and other charges imposed on he majority of suite users for services, costs and expenses, ity shal not be obligated to pay (a) to acquire the City Suite, (b) any annual went with respect thereto, or (©) foe tickets to any Ballpark Events, except if Team is required to pay a promoter for any such tickets. Club shall use commercially reasonable efforts to remove the City Suite from the ‘manifest forall events at he Ballpark, City shall be entitled to the number of tickets to each {event and to any and all exents inthe Ballpark equal to the sum of the numberof fixed seats and har seats in the City Suite. Parking passes willbe provided to City at no charge for evens a the Ballpark in the same proportion and on the same terms that other thin! Person suite holders in similarly located suites have parking rights, 38 Complimeniary Tickets. During each year of the Term and twice during each Baseball Season (unless oherwise agreed by Club and City), Club shall accommodate a “City Employee Night” at a muually agreeable regular season home game of the Team. Club shall provide City, at City’s option, with up to two hundred fifty (250) tickets for each of such “City Employee Nights,” without cost, to be distributed by City to its employees, their families and ‘puesis. In no event shall tickets so provided be sold or subjected to a charge or fee by City, ‘Club shall use commercially reasonable efforts to provide tickets in contiguous sections andor blocks of at least Filly (50) seats (but in all eases subject to then-current. availabilty). Notwithstanding anything 0 the contrary contained inthis Section 38, the location of the tickets described herein shall be at Club's reasonable diveration, and shall be subject to aecount inventory availabilty and demand, ARTICLE IV USE OF THE STADIUM; REVENUE 4.1 Ballpark Buents, Except for City Sponsored Events, Club shall be entitled 10 the ‘exclusive use ofall or any portion of the Ballpark, the City Personal Property and the Ballpark Dedicated Parking for all (a) bascball games (including pre-season, regular season and playofT ames), (b) practices, (¢) cer sporting and non-sporting events, (d) meetings and banguets,(¢) uvsoccer, football, Incrosse, baseball (4, high school and college) and other sporting evens, (1) ‘community-oriented and erarity evens, (g) any other for profit events, (h) reasonable periods before and after the events described in subsections (a)-(g) hereof, fr field protection, recovery and repair and event moveins’move-outs, (i) Routine Maintenance and Capital Improvements, and () for any other lawfil purpose that is nota Prohibited Use (collectively, the “Ballpark Events"), 42 Scheduling, (@) Notwithstanding anything to the contrary contained in this Agreement, Club shall have absolute griorty for use ofall or any portion of the Ballpark for any and all Ballpark Events, including without limitation all pre-season, regular season and playoff games of| the Team, Subject to the foregoing, City and Club acknowledge that within the framework established by this Section 4.2 and Section 4.3 below, the scheduling of City Sponsored Events a the Ballpark will be a conperative endeavor, and City and Club each agree to recognize and, in ood faith, accommodate City with respeet to the scheduling of atleast five (5) City Sponsored Events per year during the Yaschall Season and atleast five (5) additional City Sponsored Events per year during the non-Baseball Season, however City shall not schedule more than ten (10) City Sponsored Events per calendar year (b)__ Prior to each calendar year during the Term, Club, (othe extent i is able to, shall provide City witha schedule ofall the dates on which Club intends to use the Ballpark {or Ballpark Events during such calendar year and a range of dates to be reserved for potential preseason and playo(T gares, which range shall be reasonable in light of the recent playot Schedles For the league ir which the Team then plays. This isnot intended to preclude Club From using the Ballpark for additional dates. (©) _ lis understood by the Parties thatthe EL typically publishes the final boaschall schedule for eac1 calendar year during the month of December of the preceding calendat year. Club shall cisteibute to City the final schedule within five (5) Business Days after itis received by Club. 43° City Sponsored Events (@) —Subjzet to availability based on Club's priority use of the Ballpark Aeseribed inthis Agroemert City shall be entitled to use of the public areas ofthe Ballpark for at least five (3) City Sponsored Events per year during the Baseball Season and at least five (5) additional City Sponsored Events per year during the non-Baschall Season for, as mutually ‘determined by the Parties 1) civicariented, community not-for-profit or edueatonal events such as City ceremonies, conferences, conventions, meetings and training sessions, forthe benefit of City and (i) other events primarily sponsored or promoted by City which do not conflict or compote with Ballpark Events (the “City Sponsored Events"). The City’s use of the public areas tthe Ballpark may'rot be unreasonably withheld, conditioned or denied by Club and shall bbe reasonably facilitated by Club, The City shall not attempt to schedule and shall not be authorized to use the Ballpark for any Ballpark Events, as deseribed in Section 4.1, without the prior written consent of Club, which may be withheld in its sole discretion. The City shall fobserve and honor all product and service exclusivity and other sponsorship, advertising and 18naming rights arrangemens entered into by Club with respect to the Ballpark and the Team to ‘the extent that such arrangements would be applicable to City Sponsored Evens. (b) Subject to the terms and conditions of Section 4.2 above and this Section 43, City shall notify Club in writing of City’s intent to hold a City Sponsored Event atthe Ballpark, which notice shall be given not less than thirty (30) days prior to the proposed City Sponsored Event, which Club shall in good faith endeavor to accommodate, and such notice shall include a full and complete writen description of that event. City shall not attempt to schedule a City Sponsored Fvent during any Baseball Season until the final schedule for such Baseball Season is published, Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt if Club has previously scheduled an event atthe Ballpark on the date ‘of a City Sponsored Event requested by City, Club shall have no obligation to make the Ballpark available 1 City on such date, Club shall have no obligation to reschedule « Ballpark Event in ‘order to accommodate @ City Sponsored Event; however ~ other than to accommodate baseball ‘games and practices involving the Team or other MiLB teams, Club shall not be permitted to teancel & City Sponsored Event Ballpark Event the planaing for which post-dates planning and approved scheduling of the City Sponsored Event. (©) During any City Sponsored Event, Club shal, in its sole discretion, have ‘the option of selling Concessions andior Merchandise, whether through the use of a Concessions Agreement, Merchandise Agreement or otherwise, and Club shall be entitled to receive and ‘eain all revenue generated therefrom as desribed in Section 4.4 hereof; provided, however, that ‘Club shall pay fy pereert (50%) of the Net Concessions Revenue for all such City Sponsored Events tothe City. If Club does not make such an election and City wishes to provide for the sale and provision of Concessions and/or Merchandise at the Ballpark for City Sponsored Events, City must negotiate an agreement for the sale of Concessions and/or Merchandise, as applicable, a City Sponsored Events with the then-existing concessionaires, merchandisers and ‘vendors under contract t provide and sell Concessions and Merchandise at the Ballpark Pursuant to a Concessions Agreement or Merchandise Agreement, as applicable, and Club shall, not be entitled to any revere from any such agreement, In addition, the City shall have the right to enter into agreements with other concessionaires, merchandisers and vendors for City Sponsored Events to be held in the non-Baseball Season as long as such concessionaires, merchandisers and vendors provide their own equipment and do not use any Concessions ‘equipment which is part of the City Personal Property or which is owned by the Club or its then- ‘existing concessionaires, merchandisers and vendors. Club shall reasonably consider requests by City to permit additional or altemative Concessions and Merchandise arrangements for Sponsored Events that ae consistent with the theme or subject matter of any such Sponsored Events (@) After each City Sponsored Event, City shall re-deliver the Ballpark t0 Club with any waste, damage, breakage, wear, thet tering or other harm caused by the City, its contractors of invitees, or trespassers taking advantage of entranees to the Ballpark being relatively unsecured as a ‘sult of the City Sponsored Event having been repaired ancl in full ‘compliance with the Ballpazk Standard, Without limiting the foregoing, after each Sponsored Event, City shal be responsible forthe timely restoration ofall portions ofthe Held at the Ballpark to the official standards ofthe NAPBL., as may be amended from time to time. City and Club, shall from time to Hime as appropriate during the Term, cooperate and confer in good 19faith to develop and mocify procedures and standards to be implemented by City for City ‘Sponsored Events to ensure that all portions of the field atthe Ballpark are adequately protected reasonably satisfctory 10 Landlord that the proposed purchaser possesses sufficient financial steeagth and, generally ~ though not (necessarily) within the ontext of a sports anchise/operation, business acumen 10 perform the obligations of Club ‘under the Ballpark Agreements and to operate successfully the Ballpark, the Ballpark Designated Parking and, generally, the Team, all as determined by the City in its reasonable discretion, it ‘being understood thatthe City's disapproval shall be considered unreasonable of a proposed purchaser which (A) both possesses tangible net worth equal 1 or greater than that of Club and hhas substantial business egperience as an operator of a professional sports franchise/operation shall be considered wnressonable, or (B) has been approved by the EL to purchase the Club, 132 ther Transfers. As long as there is no existing Club Default, transfers of ‘ownership interests im Club which do not constitute a Transfer of Majority Inerest or of the managing member responsibilities will not require either City: Approval or notice; provided that the aggregate ofall such tansers over the Term does not cause a Transfer of Majrity Interest or ‘transfer ofthe managing member responsibilities with respect to such entities133. Continuing Enforceability. Without limiting the foregoing, no ansfer of ownership interests in Cb or its Ownership Group shall affect the enforceability of this Agreement and Club and its Ownership Group shall continue to be bound by the terms hereo ARTICLE XIV ASSIGNMENT AND SUBLETTING 14.1 Sale and Assignment by Club, The Leasehold Estate and/or Club's interest in this Agreement may not be sd or assigned without the prior Approval of City except for an assignment to an ATfiiate af Club as long as no continuing Club Default exists. If Club wishes to sell or assign this Agreement to a Person who is not an Affiliate of Club, then Club shall request City’s Approval of such sale or assignment which shall not be unreasonably withheld as long as (i) the duties and responsibilities of the buyer or assignee of Club under this Agreement ddo not change, (i) any such sale or assignment is approved by the EL. and/or MILB, (i) the Ballpark will continue to be managed and operated by the buyer or assignee or » Qualified ‘Operator, (iv) any such buyer or assignee must expressly assume any and all obligations of Club under and be bound by the terms of the Ballpark Agreements, (v) there is no continuing Club Default hereunder, (vi) the buyer or assignee to aequire the Leasehold Estate andor the Club's imerest in this Agreement 1A) both possesses a tangible net worth equal to or greater than that of ‘Club and has substantial business experience as an operator of professional sports franchise/operaton shall be considered unreasonable, or (B) has been approved by the EL for same. Without limiting the foregoing, no assignment hereunder shall affect the enforceability of this Agreement and any assignee shall continue to be hound by the terms hereof and of the Non- Relocation Agreement 142 Assignmenthy City. City may freely assign, without need of consent from any Person, all of its rights and obligations under this Agreement to a Governmental Authority oF a local government corporat on formed by City; provided that City remains liable fr the City's obligations contained herein unless such financial obligations are specifically assumed by any ‘such Governmental Authosty, 143 No Sublease. Club may not sublease all or any portion of its interest in the Ballpark or the Ballpark Dedicated Parking except for an assignment to an Affilate of Club in accordance with Section 1,1 or in connection with a Use Agreement. ARTICLE XV NAMING AND ADVERTISING RIGHTS; BROADCASTING RIGHTS; PREMIUM ‘SEATING; CONCESSIONS AND MERCHANDISE 15.1 Contracting Generally, Club shall have the exclusive right to and shall be solely responsible for identifying and entering into third party contracts with all concessionaires, ‘merchandisers and other vendors for the Ballpark. 15.2 Naming Rights. Club shall have the exclusive right to name, or contract with & naming sponsor for the Ballpark, from time to time during the Term and to iastall permanent signage and displays relatsd thereto in, on and about any portion of the Ballpark, including ‘without limitation, Ballpark outfield Fences and walls, structures erected above fences and walls, “4scoreboards, video boards, pedestrian walkway and concourse areas outside and inside the Ballpark and concession, merchandise and catering areas; provided that such naming shall nt (a) include racial epithets, barbarisms, obscenities, names relating to any’ tobacco products, sexually oriented businesses or erexprises or containing any overt politcal reference (b) otherwise reasonably cause embarrassment or disparagement to City or (@) include the name of another political subdivision or Governmental Authority (collectively the “Prohibited Messages”). Notwithstanding the provisions of Section 4.4 hereof or anything herein to the contrary, all revenues throughout the Term from such naming rights shall, for each calendar year during the Term, be accounted for by Club and be shared between Clb and City as follows (The firs $50,000 of revenues, net of any actu, third-party costs that are incurred by Club and are directly attributable to the ereation of such signage —not to execed $8,000.00 yer year spread over the term of the relevant contact for naming sponsorship, shall be received and retained by Club; and (ii) All additioral eovenues in addition to those referenced in Section 15.244) above shall be allocated and shared fifty percent (50%) to Club and fifly percent (502%) to City In connection with the foregoing ()) Club shall reasonably endeavor to (I) maximize ‘gross revenues generated ftom such naming rights, and (I) contract with a naming sponsor for the Ballpark which, as to City’s share of the revenues enjoyed pursuant to Section 15.2(i), amount to or exceed $225,000.00 annually, and (2) Club shall have, additionally, broad latitude and autonomy with respect tothe $8,000 per year third-party cost eap set forth in Section 15.2(7) above provided Club is otherwise able to realize and achieve, generally, the metres set forth in the provisions of Section 15.2(9)(}4(I). Further, Club shall pay any such revenues t City “within five (5) Business Days after the receipt thereof or arrange forthe naming sponsor to make such payment directly o City. Club and City agre thatthe marketing and sale of naming rights may’be conducted by a prefessional sports marketing firm or other marketing firm with requisite ‘experience in the marketing and sale of naming rights selected by the mutual agreement of the Representatives. 15.3 Club Sponsorships and Advertising. Club shall have the exclusive right to (2) all sponsorship revenues of every kind theoughout the Term, and (b sll, contact for, and retain all revenues throughout the Term from advertising, promotional, and pouring rights of every kind in, on or about the Balipar, and to install permanent signage and displays related thereto in, on and about any portion of the Ballpark, including without limitation, Ballpark outfield fences and walls, structures erceted shove fenecs and walls, Reliparfagade, scoreboards, video boards, pedestrian walkway and concourse areas outside and inside the Ballpark and concession and catering areas and other arsas within the Ballpark as determined by Club; provided that no such signage or displays shall include any Prohibited Messages. 1544 Broadcasting Rights. Subject to the rights of MILB and Major League Baseball (Chub has the exclusive right to (a) all broadcasting or reports of Ballpark Events during the ‘Term, including without limitation, radio, television, cable, internet and other media broadeasts, ‘whether currently existing oF developed during the Term, and (b) al revenues therefrom. Club 45thas the right to exercise such right at such times and in such manner as it considers appropriate, as determined in Club's sok diseretion, 155 Premium Seating. Concessions and Merchandise. Subject to the provisions of Sections 3.7 and 3.8 heteot, Club, in addition to being entitled to retsn all revenue generated by all Ballpark Events, bas tke exclusive right to contract for, market, sell and retain all revenue from the sale of and fees and payments associated with (i all premium seating atthe Ballpark (eg, luxury suites, boxes and club seats), and (ji) Concessions and Merchandise atthe Ballpark, 15.6 Concessions Requirements. Club covenants and agrees to meet, and requite any third panies selling Comsessions under a Concession Agreement to meet, the following equitements and standards with respect to Concessions during the Tee: (®) Club shall provide adequate, professional and firstelass levels of Concessions service atthe Ballpark fo all Ballpark Events and City Sponsored Events at which Club has elected to sell Concessions. (b) Club shall comply, and require any third partes selling Concessions under ‘4 Concession Agreement to comply, with all Applicable Laws and obtain all Governmental ‘Authorizations necessary fr the sale of Concessions. (©) Clot shall operate and mainain all Concession areas of the Ballpark and all Concessions equipment, fixtures and facilities in a nea, clean, sanitary and safe condition. (@) Club shall provide fresh, sanitary and wholesome food and beverages ‘meeting an excellent standard of quality and purty. (©) Clut shall sell beverages in paper or plastic cups or plastic botles and not sell beverages in glass hotles; provided, that beverages may be sold in glass bottles in luxury suites, sky-boxes and other restricted access areas of the Ballpark if sdequate measures are employed to prevent the removal of glass bottles from such areas to other areas othe Ballpark (1) Clu shall, to the extent practicable, use biodegradable containers and packaging in connection wth the sale of Concessions ARTICLE XVI COVENANTS, REPRESENTATIONS AND WARRANTI OF CLUB AND CITY 16.1 Club Covenants. Clb, and ite suscessors or assigns, covenants that during the ‘Term (or such shorter peried as provided herein): (9) Clu shall assure that the Team plays all preseason, regular season and postseason home games atthe Ballpark; provided thatthe Team shall be authorized to play no ‘more than one (1) neutral site baseball home game cach Baseball Season as directed and approved by NAPBL, EL, MiLB andior the Commissioner of Major League Baseball, as applicable.(6) Clu shall use commercially reasonable efforts fo ensure thatthe pricing of tickets for Team Ballpark Events will be in amounts that provide an affordable recreational activity in the City and provide attractive and meaningful programs designed to keep home ‘games affordable for families in the City, including special programs for seniors and children during each yeur of the Term as well as an annual “Harford” day providing five admission to residents of the City (ith the scheduling thereof to bo by mutual agreement of the City and the ‘Team, (©) Clu shall endeavor to provide attctive and meaningful programs that are designed to promote baseball and baseball programs within the City, including elinies and instructional events, Team appearances and providing free admission 10 players and coaches involved in such baseball programs; (@)__As more particularly described in the Non-Relocation Agreement, Club shall not relocate the Team or the home territory ofthe Team outside of City limits of Hartford, ‘Connecticut during the Tern; (©) The Team shall include the name “Hartford” as part of the Team's name; (tall simes during the Term and in connection with any etivity under this Agroement or with respect to the Ballpark, Club shall comply with the requirements of all “Applicable Laws: (@) At all times during the Term, Club shall obtain and maintain all Governmental Authorizations necessary for the use and occupancy of the Ballpark and the Ballpark Dedicated Parking in accordance with the terms of this Agreement; (8) Atal times during the Term, Club shall comply with, and any contractor under any Concession Agvement, Management Agreement, Merchandise Agreement of other similar agreement to comp with, all Applicable Laws, including City Ordinances; and (Atal times during the Term, Club shall (@ provide and maintain ‘hartable Foundation dedicated to prviding social, educational and scholarship opportunities for ‘youth inthe City and its surrounding communities in connection with the activities of the Team ina manner consistent with the activities of the Team's existing foundation and (ii) provide and ‘maintain community programs in conjunction with non-profit organizations located within the City and its surounding communities in a manner consistent with the Team's historie community outreach actives. 162 Club's Representations and Warrantiss. AS an inducement to City to enter into this Agreement, Club represents and warrants to City that notwithstanding anything herein to the contrary and as of the Effective Date: (a) Clut is limited liability company duly omganized, validly existing and in 200d standing under the laws ofthe State of Delaware, and qualified to do business inthe State ff Connecticut, The busivess which Club carries on and which it proposes to carry on may be conducted by Club, Clu is duly authorized to conduct business asa limited liability company in a7the State of Connecticut and each other jurisdiction in which the nature of its properties or is activities requites such authorization (6) The execution, delivery and performance of this Agreement by Club are ‘within Club's powers, and have been duly authorized by all necessary ation of Club. (©) Neitner the execution and delivery of this Agreement nor the consummation of any of the transactions herein or therein contemplated nor compliance with the terms an provisions herect or thereaf will contrivene the organizational dacuments of Club nor ‘any Applicable Laws to which Club is subject or any judgment, deere, license, order or permit applicable to Club, or will conflict or be inconsistent with, a will result in any breach of any of the tems of the covenants, conditions or provisions of, or constitute a default under, or result in ‘the ereation or imposition ofa lien upon any of the property or assets of Club pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which Club is «4 pary or by which Club is bound, or to which Club i subject. (@) __No sonsent, authorization, approval, order or other action by, and no notice to oF filing with, any court or Govemamental Authority or regulatory body or third party is required for the execution, delivery and performance by Club of this Agreement except as speciied in Section 23.12 rere. (©) This Agreement is the legal, valid and binding obligation of Club, ‘enforceable against Club in accordance with its terms, except as limited by applicable relief, Fiquidation, conservatorship, bankruptey, moratorium, rearrangement, insolvency, reorganization or similar laws affecting Ue rights oF remedies of creditors generally, asin effet from time to time. (0 There is no action, proceeding, inquiry or investigation, at law or in equity, before any cout, arbitrator, governmental or other board or official, pending or, to the knowledge of Club, threatened against or affecting Club, which the management of Club in good faith believes thatthe outeame of which would (a) materially and adversely affect the validity or enforceability of, or the authority or ability of Club under, this Agreement to perform their respective obligations under this Agreement, of (b) have a material and adverse effect on the consolidated financial cordtion or results of operations of Club or on the ability of Club to conduct its business as presently condueted of as proposed or contemplated to be conducted (Gncluding the operation ofthe Ballpark) (@) Neither Club, any member of the Ownership Group, any AMiliate of Club not any of thei respective principals, owners, officers, employees or agents, of members of theit immediate families, are officials, consultants or employees of City (h)__Clubis the owner ofall rights (including associated franchise rights) title and interest in the ‘Team and holds substantially all of the assets and Governmental Authorizations necessary forthe operation of the Team and will continue to own such Team and assets throughout the Tenn unless transferred pursuant to the terms of Articles XII or XIIl hereof, During the Term, Club shall take all necessary and appropriate actions to maintain ‘membership of the Team i the EL, 48(3) Clut and the Ownership Group have been represented by independent legal counsel and have had an adequate opportunity to seek advice with respect (© all matters of Applicable Law and City Ordinances, inchuding, without limitation, those laws, ordinances and regulations canceening land use, development projects on City-owned land, leasing of property by the City to private businesses, training and employment of residents of the City, affimative action, no-stike and labor peace agreements, payment ofa living wage and other maters relating to City procurement and contracting procedures 16.2 City Covenumes, City, and its suceossors or assigns, covenants thet during the Term: (8) City shall not offer any financial incentives to or assist in establishing or locating any other professinal baseball franchise within City, AS used in this section “financial incentives” includes without limitation, cash payments, tax abatements, transferting interests in real estate or personal property, loans, guarantees, or any other form of financial accommodations. The Parties agree thatthe above restrictions are necessary to allow this transaction to be economically viable for the Parties, and that without these restrictions, the Parties would not be able to accomplish the goa! of bringing a Double A Minor League baseball franchise to City for the benefit of the public 16.4 City’s Representations and Warranties. As an inducement to Club to enter into this Agreement, City represents and warrants to Clu that notwithstanding anything herein o the ‘contrary and as of the Eestive Dat: (@) Citys a municipal corporation duly formed and validly existing under the laws of the State of Comecticut, with all necessary power and authority to enter into this ‘Agreement and to consummate the transactions herein contemplated; (©) The execution, delivery and performance of this Agreement by City is within City’s powers, respectively, and have been duly authorized by all necessary action of Citys (©) Neither the execution and delivery of this Agreement nor the ‘consummation of any of th transactions herein or therein contemplated nor compliance withthe terms and provisions hereof or thereof will contravene any Applicable Laws to which City is subject or any judgment, decree, license, ender or permit applicable to City: (@) Upon the execution of this Agreement by City, City will have eaused all overmental proceedings required to be taken by oF on behalf of City t authorize City to make and deliver this Agreemert and to perform the covenants, obligations and agreements of City hereunder (©) This Agrcement js the legal, valid and binding obligation of City, enforceable against City ix aecondance with its terms, except as limited by applicable relief, liquidation, conservatorship, bankruptey, moratorium, rearrangement, insolvency, reorganization 9‘or similar laws affecting the rights or remedies of ereditors generally, as in effect From time to time; and (There is no action, proceeding, inquiry or investigation, at law of in cquity, before any court, erbitrator, governmental or other board or official, pending or, to the knowledge of City, threatened against or affecting City, of which City in good faith believes that the outcome would materially and adversely affect the validity or enforceability of, ot the authority of City under, this Agreement to perform is obligations under this Agreement, 16 Governmensl Rule. No Approvals by City or City Representative under this Agreement shal relieve orrelease Club ftom any Applicable Laws or City Ordinanees relating to the operation of the Ballpark (including Applicable Laws that are procedural, as well as or rather than, substantive in nature). The Approval by City or City Representative of any matter submited to City or Cty Representative pursuant to this Agreement, which matter is specifically provided herein to be Approved by City or City Representative shall not constitute a replacement or substitute for, or otherw se excuse Club from, such permitting, licensing or approval processes ‘under Applicable Laws; and, conversely, no permit or license so obtained shall constitute a replacement or substitute fr, or otherwise excuse Club ftom, any requirement hereunder forthe Approval of City of City Representative. ARTICLE XVIL QUIET ENJOYMENT City covenants tha, subject to the terms and conditions of this Agreement, Club shall peaceably and quietly have, hold and enjoy the Leasehold Estate and have the right to use the Leasehold Estate in accord with the terms hereof during the Term. City represents that as of the Effective Date there are no, and as of the Commencement Date there will be no, Liens, judgments or claims to the Ballpark and/or Ballpark Dedieated Parking that will affect Club's right to occupy and enjoy the Ballpark anor Ballpark Dedicated Parking except for those utility easements ancl other mattes listed in Exhibit A attached hereto. ARTICLE XV GENERAL PROVISIONS 18.1 Leasehold Mongages Prohibited. Neither Club nor any of its successors or assigns shall have the rightto grant a Leaschold Mortgage 182 No Broker's Fees or Commissions. Fach Party hereto hereby represents to the other Parties inereto that sigh Party has not created any liability for any broker's fee, broker's or agent's commission, finder’ fe or other fee or commission in connection with this Agreement, 18.3 _Funher Approvals. Notwithstanding anything to the contrary set forth in this, ‘Agreement, Club and City recognize and agree that pursuant to and within the limits of Resolution Number 16 as idopted by the City Council on October 14, 2014 (a) the Mayor of the City of Hartfont and the President of the City Council (and their respective successors in govemance of the City of larford) have been designated and authorized to act, Further, for and fon behalf of City in connection with this Agreement to amend or modify this Agreement afer the date hereot, and (b) same lave the authority to do so. 5018.4 Reconding of Notice of Sublease. Club may file of record a Notiee of Sublease in the form attached hereto as Exhibit E in the Land Records of Hartford, Connecticut upon the ‘Commencement Date. Upon the Lease Expiration Date, Club shall execute such instruments reasonably requested by City in recordable form which are sufficient to release of record any rights or interests of Chub in and to the Ballpark or the Leaschold Estate. In this connection, Club imevocably and unconditionally appoints City as its attorney-in-fact, coupled with an interes, which appointmert shall survive the bankruptey, insolvency or other legal disability of ‘Club, to take all actions nesessary to perform Club's obligations under this Section 18.4 185 Compliance with Applicable Laws_and Permitted Exceptions. As to all obligations of Club contained herein, Club shall, (a) throughout the ‘Term and within the time periods permitted by Applicable Lass, comply or cause compliance with all Applicable Laws applicable to the Ballpark and the Ballpark Dedicated Parking, including any applicable 10 the ‘manner of use or the maintenance, repair ot condition of the Ballpark or the Ballpark Dedicated Parking or any activities or operations conducted in or about the Ballpark or the Ballpark Dedicated Parking and (b) throughout the Term, comply or cause compliance with the Permitted Exceptions, but with respect to each of the foregoing, Club shall not be responsible for any failure to comply with Applicable Law or the Permitted Exceptions to the extent caused by City orits Affiliates. Club shall however, have the right to contest the validity or application of any Applicable Law, and if Club prompily contests and if compliance therewith may legally beheld inabeyance during such contest, Club may postpone compliance until the Final determination of such contest, provided that such contest is prosecuted with due diligence and that Club shall not so postpone compliance therewith in such # manner as t, or if doing so would (i) impair the structural integrity of the Ballpark or the Ballpark Dedicated Parking, (i) during such contest, subject City to any Fine or penalty orto prosecution fora criminal act, or expose City to any civil liability or (i) cause the Ballpark or the Ballpark Dedicated Parking to be condemned ot vacated: provided that a Lizn against the Ballpark othe Ballpark Dedicated Parking shall not be imposed by reason of such noncompliance. Club shall give City reasonable notice (which in no ‘event shall be less than thirty 30) days) ofits intent to carry on such contest, specifying the Applicable Lav that Club proposes to contest, the name of counsel representing Club in suet contest and the Excusable Club Delay, if any, that such contest will eause in any repair, alteration or improvement of the Ballpark or the Ballpark Dedicated Parking, 1846 No City Otlgations. Except for costs that City has specifically agreed to pay pursuant to the express tams of this Agreement, (i) City shall not be required to make any expenditure, ineur any obligation or incur any Liability of any kind whatsoever in connection with this Agreement, the Ballpark or the Ballpark Dedicated Parking and (i) itis expressly understood and agived tha thi is « completely’ net lease intended to assure City the Reat herein reserved on an absolutely not basis, except as otherwise provided inthis Agreement, 18.7 Club's Obligations for Payment of Rent: No Termination, Except as otherwise expressly provided in this Agreement, no happening, event, occurrence or situation during the Term, whether foreseen orunforeseen and howsoever extraordinary or beyond the contemplation ‘of the Parties, shal relieve Club from its liabilities to pay Rent othe amounts of any other of its obligations under this Agreement or permit Club to terminate this Agreement, si18.8 Access to Ballpark and Ballpark Dedicated Parking by City. Without limiting City’s rights with respect to the Reservations, City shall have the right of access and entry, without charges or fees and with reasonable notice to Club, for itself and its authorized representatives, tothe Ballpark and the Ballpark Dedicated Parking a all times, forthe purposes ‘of @) assuring compliance by Club with its obligations under this Agreement, including, without limitation, is obligations wih respect to Routine Maintenance (b) performing or undertaking any rights or obligations of City unde this Agreement and (¢) showing the Ballpark and the Ballpark Dedicated Parking to prospective tenants during the last twelve (12) months of the Term; provided, huwever, that inall instances such access and entry shall be condseted in a manner 30 45 {0 minimize interference with Club's use and operation of the Ballpark and the Ballpark Dedicated Parking then being conducted by Club pursuant to the terms ofthis Agreement 18.9 Estoppel Cerificates. Each of the Parties hereto shall, at any time and from time to time, within twenty (20, days following writen request for same by the other party, execute, acknowledge and deliver tothe party who gave such notice a statement in writing certifying that this Lease is unmodified and in full foree and effect, or if there shall have been any modification(s) that the same is in full force and effect as modified and stating the modifications), and the date to which the rent and any other payments required fo be paid by ‘Club hereunder have beer paid in advance and stating whether or not, to the best of the knowledge of the signor ef such certitieate, the other party is in default hereunder and, if so, specifying each such default. Without limiting the generality of the foregoing, Clu shall, within twenty (20) days followirg written request therefor by Landlond, execute, acknowledge and deliver one or more estoppel certificate inthe form required by any institutional lender or bond issuer in connection with any financing or refinancing of the Ballpark and/or the Ballpark Designated Parking or any part thereof. Within any request of a Party to provide an estoppel certificate, the requesting Party shall reimburse the providing Party for actual, third-party fees incurred thereby in connection therewith, not to exceed $2,500 0. ARTICLE XIX SURRENDER OF POSSESSION; HOLDING OVER 19.1 Surender of Possession. Club shall, on or before the Lease Expiration Date, peaceably and quietly leave, surrender and yield up to City the Ballpark and the Bllpark Dedicated Parking free of subtenancies (including any subtenants), and in a clean condition and five of debris or as otherise provided for in this Agreement, subject to the terms of Article X hereof 19.2 Removal af Club's Personal Penperty (a) Clut’s Obligation to Remove. All Club's Personal Property installed, placed or used in the operation of the Ballpark throughout the Term shall be deemed to be the property of Club, All such Club's Personal Property shall be removed by Club within thinty (30) calendar days afer the Lease Expiration Date, provided that Club shall promptly repair any damage o the Ballpark anc the Ballpark Dedicated Parking caused by such removal (b) City’s Right f0 Remove, Any Club's Personal Property which shall remain {in the Ballpark and the Ballpark Dedicated Parking for thiety (30) days after the Lease Expiration 2Date may, atthe option of City, be deemed to have been abandoned by Club and ether may be relained by City as its Property or be disposed of, without accountability, in uch manner as City Representative may determine necessary, desirable or appropriate, and Club, upon demand, shall, pay the reasonable cost of such disposal, together with interest thereon at the Default Rate from the date sueh costs were incurred until reimbursed by Club, together with reasonable outside ‘counsel's fees, charges anc costs 193 Holding Over. In the case of any holding over or possession by Club after the Lease Expiration Date without the Approval of City, Club shall pay City rent at one hounded fifty peeent (150%) ofthe Rent that would have been applicable during such peti of time had this Agreement cen in effect. Further, in the event Club shall hold over beyond any date for surender of the Ballpark and the Ballpark Dedicated Parking set forth in City’s writen notice demanding possession thereof, Club shall reimburse City for all actual expenses and losses incurred by City by reason of City's inability to deliver possession ofthe Ballpark to a successor subtenant, together with aterest on such expenses and losses atthe Default Rate from the date such expenses are incurred until reimbursed by Club, together with City’s reasonable outside ‘counsel's fees, charges and costs, The acceptance of Rent under this Section 19.3 by City shall not constitute an extension ofthe Term of this Agreement o afford Club any right to possession of the Ballparc and the Ballpark Dedicated Parking beyond any date through which such Rent shall have been paid by Club and aceepted by City. Such Rent shall be due to City forthe petiod of such holding over, whether or not City is seeking to eviet Clubs and, unless City otherwise then agrees in writing, such holding over shall be, and shall be deemed and construed to be, without the Approval of City, whether or not City has accepted any sum due pursuant to this Section 19.3. ARTICLE XX FORCEMAJEURE EVENT AND EFFECT OF DELAYS, 20.1 Excusable Club Delay, Regardless of the existence or absence of references 10 Excusable Club Delay elsewhere in this Agreement, any deadline or time period within which (Club must fulfill the obligations of Club elsewhere in this Agreement shall each be adjusted as appropriate to include that numberof days of delay inthe performance by Club ofits obligations hereunder actually resulting from such Excusable Club Delay, unless otherwise expressly provided in this Agreemeat to the contrary; provided that (i) the obligation to pay Rent as and ‘when due pursuant to the rms of this Agreement is not subject to adjustment or extension due to Excusable Club Delay unless otherwise expressly provided herein tothe conteary and (i) Chub ‘complies withthe requirements ofthis Anicle XX. With respect to each occurence of Fxcusable Club Delay, Club shall, within fieen (15) days of Club's knowledge ofthe occurrence of such event of Excusable Club Delay, give writen notice to Representative af the event constituting Excusable Club Delay, Club's good faith estimate of the Excusable Club Delay Period resulting therefrom and the basi therefor, Club's {good faith estimate of any adjustment resulting therefrom that is to be made to the time for Performance, together wit reasonable dacumentation supporting the adjustments proposed. 1f City Representative believes thatthe documentation supplied is not sufficient to justify the delay claimed or adjustments proposed, City Representative shall give written notice to Club of the claimed deficiency and Club shall have a reasonable period of time to more fully document the 3delay and adjustments claimed. Only one (1) notice from Club shall be required with respect a ‘continuing Exeusable Club Delay, except that Club shall promptly (and in no event less often than every thity (30) days) give notice to City Representative of any further changes in the additional time for performance claimed by reason ofthe continuing delay. City Representative shall have the right to chal enge Chib's assertion of the oecurrenee of an Excusable Club Delay, ‘Club's good faith estimate ofthe Excusable Chub Delay Period or changes inthe additional time for performance claimed by reason of the Excussble Club Delay if City Representative sends notice to Club within thity (30) days after receipt by City Representative of such claim of Exeusable Club Delay or notice fr Club of futher clinges 9 sues dates as a result of such usable Club Delay, asthe 2ase may be (which challenge shall be deemed to lave been made if City Representative gives notice to Club of any claimed deficieney in documentation as provided for above in this Section 6.1), 20.2 Excusable City Delay. Regardless of the existence or absence of references 10 Excusable City Delay elsewhere in this Agreement, any deadline or time period within which City must fulfill che obligations of City inthis Agreement shall each be adjusted as appropriate to include that number of days of delay in the performance by City of its Obligations hereunder actually resulting from sich Excusable City Delay; provided that (i) the obligation to pay mounts when due pursuant to the terms of this Agreement is not subject to adjustment or extension due to Excustble City Delay unless otherwise expressly provided herein to the centrary and (ji) the City complies withthe requirements of this Artile XX, With respect to cach occurrence of Excusable City Delay, City Representative shall, within Fieen (15) Business Days after City’s knowledge of the decurrence of such event of Exeusable City Delay, give notice to Club of the event constituting Excusable City Delay, City Representative’s good faith estimate of the Excusable City delay period resulting therefrom and the bass therefor, City representative's good faith estimate of any adjustment resulting therefrom that isto be made in time for performance, together with reasonable documentation supporting the adjustments proposed. If Club believes that the documentation supplied isnot suficent to justify the delay’ claimed cr adjustment proposed, Club shall give notice to City Representative of the claimed deficiency and City Representative shall have a reasonable period of time to more fully document the deley and adjustments claimed. Only one (1) notice from City Representative shall be required with respect to a continuing Exeusable City Delay, except that City representative shall jrompily (and inno event less often than every thirty (30) days) give notice to City Representative of any further changes in the additional time for performance claimed by reason of the continuing delay, Club's Representative shall have the right to challenge City’s assetion of the aceurrence of an Excusable City Delay, or City Representative’s {good faith estimate oF the Exevsable City Delay Peviod, or changes in the additional time for performance claimed by reason of Excusable City Delay if Club gives notice to City Representative within thiry (30) days alter receipt by Club of such claim of Excusable City Delay or notice from City Representative of further changes to such dates as a result of such Excustble City Delay, asthe ease may be (wich challenge shall be deemed to have been made if Club gives notice to City Representative of any claimed defieieney in documentation as provided for above inthis Section 20.2) 20.3 Continued Performance: Exceptions, Upon the occurence of any Club delay oF City delay, the Parties svall endeavor 10 continue to perform their obligations under this 4 ‘Agreement so far as reasonably practicable, Toward that end, Club and City each hereby agrees ‘that it shall make all reasonable efforts to prevent and reduce to a minimum and mitigate the cffect of any Club delay or City delay occasioned by an Excusable Club Delay or Exeusable City Delay, and shall diligently and continuously use its commercially reasonable efforts to ensure resumption of performance ofits obligations under this Agreement after the occurrence of any Exeusable Club Delay or Sxcusable City Delay. The Parties shall use and continue to use all commercially reasonable efforts to prevent, avoid, overcome and minimize any City delay or ‘Chub delay. ARTICLE XXL ENVIRONMENTAL PROVISIONS 21.1 Remedial Work and Hazardous Materials. From and after the Commencement Date, Club shall be responsible for performing or causing to be performed, and for paying the cost of performing, any and all corrective or remedial actions (including all investigation, ‘monitoring, ete) required by Applicable Law to be performed with respect to any Envitonmental Event a, in, on or under the Ballpark and the Ballpark Dedicated Parking occurring from and ‘after the Commencement Date and arising from Club's operation of the Ballpark or Ballpark Dedicated Parking ("Club's Remedial Work”). City shall be responsible for performing or causing to be performed, and for paying the cost of performing, any and all corrective or remedial actions (including all investigation, monitoring, tc.) required by Applicable Law to be performed with respect te any Environmental Event at, in, on or under the Ballpark or the Ballpark Dedicated Parkire which are not attibutable to Club's operation of the Ballpark. or Ballpark Dedicated Parking ("City’s Remedial Work”). Prior to undertaking any Club's Remedial Work, Club shall obiain the Approval of City Representative of the steps Club proposes to take with respect to any Club's Remedial Work and Club shall select, subject the ‘Approval of City Representative, an independent environmental consultant or engineer to foversee Club's Remedial Work. Regulated wastes, such as asbestos and industrial wastes shall bbe properly characterized, manifested and disposed of at an authorized facility. Club shall not cease or permit any Hazardous Materials to be generated, used, released, stored or disposed of in ‘oF about the Ballpark or the Ballpark Dedicated Parking; provided, however that Club and its Related Parties may use, store and dispose of reasonable quantities of Hazardous Materials atthe Ballpark as may be reasorably necessary for Club to operate from the Ballpark pursuant to the terms of this Agreement 9 long as such Hazardous Materials are commonly used, or permitted to be used, by reasonable and prudent Operators in similar circumstances and are stored and disposed of in accordance with industry standards, but in all events in compliance with Environmental Laws. Upen the Lease Expiration Date, Clb shal surrender the Ballpark to in the condition reguined by Club's Remedial Work and in compliance with Applicable Laws, During the Term, Club shall give City immediate oral and follow-up written notice within seventy-two (72) hours of any actual or threatened Environmental Event. Club shall eure such Environmental Event (provided same is the responsibility of Club to cure in accordance with the provisions of this Section 21.1) in accordance with all Environmental Lav to the reasonable Satisfaction of City and ay Governmental Authority and such cure shall be deemed part of Club's Remedial Work. Upon any Environmental Event, in addition to all other rights available to City under this Agreement, a aw of inequity, City shall have the right, but not the obligation, a its option (i) to requite Club, at its sole cost and expense, to address and remedy such Environmental Event, in which event City shall have the right to Approve any actions taken by 35Club to adress and remely the Environmental Event or (ji) if Club has failed t0 commence sction to address and remedy the Environmental Event within a reasonable time after notice is given to City, and such failure continues for thirty (30) days after written notice thereof from City to Club, to perform, &: Club's sole eost and expense, any lawful ation necessary to address and remedy the same, in which event Club shall pay the costs thereof to City, together with interest thereon a the Defaalt Rate until pad, within ten (10) days after written demand therefor. 21.2 Club__Relegse, WITHOUT LIMITING CLUB'S _ INDEMNITY ODLIGATIONS UNDER THIS AGREEMENT, CLUB HEREBY RELEASES CITY AND. ITS AFFILIATES AND RELATED PARTIES FROM AND AGAINST ANY CLAIMS, DEMANDS, ACTIONS, SUITS, CAUSES OF ACTION, DAMAGES, LIABILITIES, OBLIGATIONS, COSTS AND/OR EXPENSES THAT CLUB MAY HAVE WITH RESPECT TO THE BALLPARK OR THE BALLPARK DEDICATED PARKING AND RESULTING FROM, ARISING UNDER OR RELATED TO ANY ENVIRONMENTAL ENT WITHIN THE SCOPE OF CLUB'S REMEDIAL WORK, INCLUDING ANY SUCH CLAIM UNDER ANY ENVIRONMENTAL LAWS, WHETHER UNDER ANY THEORY. OF STRICT LIABILITY OR THAT MAY ARISE UNDER) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, 42 US.C.A. §'9601, ET. SEQ., AND TITLE, 224 OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED. 21.3 City _Rekase. WITHOUT LIMITING CITY’S___INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, CITY HEREBY RELEASES CLUB AND. TIS AFFILIATES AND RELATED PARTIES FROM AND AGAINST ANY CLAIMS, DEMANDS, ACTIONS, SUITS, CAUSES OF ACTION, DAMAGES, LIABILITIES, OBLIGATIONS, COSTS AND/OR EXPENSES THAT’ CITY MAY HAVE. WITH RESPECT TO THE BALLPARK OR THE BALLPARK DEDICATED PARKING AND. RESULTING FROM, ARISING UNDER OR RELATED TO ANY ENVIRONMENTAL EVENT WITHIN THE SCOPE OF CITY'S REMEDIAL WORK, INCLUDING ANY SUCH CLAIM UNDER ANY ENVIRONMENTAL LAWS, WHETHER UNDER ANY THEORY OF STRICT LIABILITY OR THAT MAY ARISE UNDER THE. COMPREHENSIVE ENVIRONMENTAL — RESPONSE, COMPENSATION | AND. LIABILITY ACT OF 1980, AS AMENDED, 42 US.C.A. §9601, PT. SEQ., AND TITLE, 228 OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED. ARTICLE XXI1 NOTICE All notices permitted or required to be male hereunder shall be in waiting and delivered by hand, overnight courier, certified mal, facsimile or e-mail. Notices shall be deemed given (a) ‘when actually given and received if delivered by hand; (b) one (1) Business Day ater delivery to tan overnight courier if delivered by an overnight courier; (e) three (3) Business Days alter deposit with the United Stites Postal Service i delivered by certified mail; or (d) when sent if delivered by facsimile or >-mail (as evidenced by facsimile or e-mail confirmation). All such notices shall be addressed fo the appropriate Party as fallows 56Into City: Al noties to City shal be sent to: The City 0 Hartfont 550 Main Street Hartford, CT 06103 Attention: Corporation Counsel With copies of all noties to City relating to defaults, remedies or indemnification being sent 1 The City of Hartford 350 Main Street Suite 200 Hartford, Connecticut 06103, Attention: Chief Operating Officer Ito Clubs All notices © the Club shall be sent to: Connecticut Double Pay 1. Incare of Vxe DSF Group 950 Winter Street Suite 4300 ‘Waltham, Massachusetts 02451 A&ention: Joshua Solomon with copies ofall notices to Club relating to defaults, remedies or indemnification beeing sent w Matthew D. Newman, Es. Willinger, Willinger & Bucci, PC. 855 Main Sreet Bridgepon, CT 06604 Fach Party may from time to time designate a different address for notices by giving notice to ‘that effect tothe other Parties in accordance with the terms and conditions ofthis Article XXII ARTICLE XXL MISCELLANEOUS, 23.1 Partial Invaity. Iany Section ofthis Agreement or its application to any Party ‘or circumstance shall be determined by any court of competent jurisdiction to be invalid or ‘unenforceable to any exten, the remainder of this Agreement or the application of such Section to persons or circumstances, other than those as to which it is so determined invalid ot 3enforceable to any extent, shall not be affected thereby, and each Section hereof shall be valid and enforceable tothe Fllst extent permited by lav. 23.2 Obligations of City and Club. The obligations and undertakings of City and Club under or in accordance wih this Agreement are and shall be the obligations solely of City and ‘Club. Excoptas otherwise expressly stated herein, no recourse shall be had, whether in contract, in tort or otherwise against any officer, director, employee, agent, member, volunteer of representative of City or Club in his or her individual eapacty on account of any obligation oF lundertaking of or any actor omission by City or Club under or pursuant to this Agreement 23.3 Time of the Essenee. Time is of the essence with respect to all Seetions ofthis ‘Agreement, 234 Successors and Assigns. This Agreement and all terms and conditions contained horin shal inure to the benefit and be binding upon the successors and permitted assigns of the Parties 23.8 Entire Agreement. The Ballpark Agreements (including all exhibits attached ‘theroto) constitute the entire and exclusive agreement between City and Club with respect to the subject matter contained ‘erein and therein; except as to the Eastern League Consent ~ as required by Article XXIV hereof, There are no restrictions, promises, obligations or undertakings between the Parties, other than those set forth or referred to in this Agreement with respect to the subject matter hereof. 236 Table of Contents: Headings: Exhibits, The table of contents, if any, and headings, i any, ofthe varous articles, sctions and other subdivisions ofthis Agreement ate for ‘convenience of reference only and shall not modify, define or limit any of the terms or provisions of this Agreement. All Appendices and Exhibits attached to this Agreement are incorporated herein by reference in their entirely and made a par hereof for all purposes: provided, however, that inthe event of a conflict between the tems ofthe text of this Agreement ‘and any Appendices or Exhibits, the text ofthis Agreement shall control 23.7 AnticDiscrimination. In accordance with Applicable Laws, the Parties in forming theie respective obligations hereunder will not discriminate based on religion, national origin, alienage, color, ace, sex, gender identity or expression, sexual orientation, blindness or physical disability, 23:8 Non-Approptation. Notwithstanding any other provision of this Agreement, City's obligation to pay any money to Club under this Agreement is contingent upon an Appropriation of the money by the City Council. City’s failure to make an Appropriation is not ‘2 Default under this Agreement, but Club, as its sole and exclusive remedies for such failure, may terminate this Agreement as a result thereo 23.9 Attomes's Fees. If any Party to this Agreement defaults in the performance of ‘any covenants, obligations oF agreements of such Party contained in this Agreement and the ‘other Party hereto places the enforcement ofthis Agreement, or any part thereof, or the exercise ‘of any other remedy therein provided for such default, in the hands of an attomey who files suit upon the same (ether by direct action or counterelsim), the non-prevailing Party shall pay tothe 38prevailing Party’ its reasonable attorneys" fees and costs of court, In addition to the foregoing award of allomeys’ fees 0 the prevailing Party, the prevailing Party shall be entitled 10 its attomeys’ fees incurred ir any postjudgment proceedings to collect or enforce the judgment. This provision i separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. 23.10 Nondisturbenes. It is understood by the Parties that City has obtained or anticipates obtaining fisansng for the construetion eosts For the Ballpark and other related City expenses. City agrees that the Lenschold Estate shall not bo disturbed by any ereditors, ‘bondholders, underwriters, trustees or other third partes related tothe financing during the Term, ‘except upon the oceurrence ofa Club Default 2311 [Intentional y omitted] 23,12 Review by NAPBL, EL and/or MLB. The Parties acknowledge and agree that fone oF more of the NAPBL, EL and the Commissioner of Mgjor League Baseball may be required or permitted, pursuant to the Team's franchise agreement or related agreements, constitutions, bylass, rules or regulations to review and approve this Agreement, To the extent ‘one or more of such partis has the right to approve this Agreement (or any provision thereof), Club shall promptly and cligently pursue such approval. The partes hereby’ acknowledge and agree that all rights granted under this Agreement are expressly subject to, and must conform ‘with, all baseball rules and regulations, including, without limitation: (1) all rues, regulations, constitutions and bylaws of the league of which the Club is a member; (2) all rules and regulations of the NAPBI, including the National Association Agreement; (3) the Professional Baschall Agreement; (4) the Major League Rules; and (5) any rule, regulation, restition, ‘Buideline, resolution oF other requirement issued by any baseball authority (eg, the League President, the NAPBL President, the NAPBL. Board of Trustees or the Commissioner of Baseball including the NAPBL Gambling Guidlines. Inthe event any such third party exercises for threatens to exercise aay right it may have to withhold its approval of this Agreement, or asserts ler initial approval of this Agreement that the adoption of any amensiment to the baseball rules and regulations requires that this Agreement be amended dr preempts an express term of this Agreement, then City and Club shell use commercially reasonable to efforts to ‘cooperate in good faith wilh such third party(s) to amend this Agreement as may be necessary to ‘obtain such approval. If, lespite the Parties’ cooperation and commercially reasonable efforts, the Parties are not able to amend the Agreement as required to obtain inital approval from the INAPBL, EL and/or the Commissioner of Major League Baseball, as set forth above, then this, Agreement shall be rescinded. Any. such initial approval shall be obtained prior to ‘commencement of constriction of the Ballpark. Anything to the eontrary contained in thie Section 23.12 notwithstancing the Cty may rely on the approval by each of NAPBL, EL and the Commissioner of Major ~eague Bascball as conclusive evidence of the conformity of this Agreement with such of the baseball rules and regulations as are issued by the respective authorities on the date of such approval; and provided, however, that any amendments of such baseball rules and regulaions afler the date(s) of the respective approvals (0) shall not be materially more onerous for the Ballpark to eomply with because of its location and dimensions than isthe case with Mil stadiums generally and (I do not (a) violate applicable federal or state laws, (b) purport to change the length of the Term, to reduce sums of money payable by the Team Parties to the City or 1o excuse the performance of any material Club obligation, (c) 39requite the City to expend funds (inluding funds from the Capital Improvements Reserve Fund) ‘oF to incur liabilities in excess of the expenditures and liabilities provided for herein unless adequate provision is made for the reimbursement of indemnification of the City by the Team Parties, (d) require the City to violate the provisions of any indenture or other agreement concerning borrowed or grant funds used to construct or operate the Ballpark, (e) materially impair the availability of the Ballpark for City Events as defined herein, (f) restrict the City’s exercise of its govemnmerial powers, including those contained in its ordinances conceming contracting and employment or (g) prevent the City’s obtaining, or make materially more expensive, the Insurance cvverages contemplated herein to be obuaiied by dhe City with tespect to the Ballpatk, and further provided thatthe City shall be given copies ofeach such amendment, and the text of any proposed amendment, contemporaneously with the giving of official notice to the Club oftheir adoption or proposal, as the ease may be. Club agrees to obiain and deliver to City, within thiny G30) deys of the City’s written request to Club therefor, true and accurate copies of the complete set of documents constituting the baseball rules and regulations as in celfeet on the date of such writen request. 23,13 Counterpart. This Agreement may be executed in counterparts, each of which ‘when executed and delivered will be deemed an original, and all of which together will constitute 23,14 Governing Law. THIS AGREEMENT AND THE ACTIONS OF THE PARTIES SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN LAWS OF THE STATE OF CONNECTICUT (EXCLUDING PRINCIFLES OF CONFLICT OF LAWS). In the event of any proceedings regarding this Agreement, the Parties agree thatthe venue shall be the state courts located in the City 23,15 Limitation ‘0 Capacity as City. ‘The Parties acknowledge that all references to “city” herein (which, for the purposes of this provision, shall be deemed to include any references in this Agreement to City asthe landlord and owner ofthe fee or other real property interest in the Ballpark anc Ballpark Dedicated Parking) shall refer only to City in its capacity as City under this Agreemen: The term “City” and the duties and rights assigned to it under this ‘Agreement, thus exclude any action, omission or duty of City of Hartford, Connecticut when perfoeming its Governmental Functions, Any action, omission or circumstance arising out ofthe performance of City's Governmental Functions may prevent City from performing its ‘obligations under this Agwement and shall not cause of constitute @ default by City under this, ‘Agreement oF give rise to any rights or claims against City in its capacity as the “City” Iiereunder, it being acknowledged that Club's remedies for any injury, damage or other claim resulting from any such a:ton, omission or circumstances arising out of City’s Governmental Functions shall he governed by the laws and regulations concerning claims against City a8 Governmental Authority. 1 addition, except as otherwise expressly provided herein, no setoft, reduction, withhold, deduetion or recoupment shall be made in or against any payment due by Club to City under this Agesment as a result of any action or omission of City when performing its Governmental Funetion 23.16 Capacity of Persons Acting on Behalf of City, Notwithstanding anything to the contrary in this Agrwement, all references in this Agreement to employees, agenis, 60representatives, contractors and the like of City shall refer only to Persons acting in City’s ‘capacity asthe “City” hereunder and thus all such references specifically exclude any employees, agents, representatives, contractors and the like acting in connection with the performance of Cily’s Governmental Funstons. Without limiting the foregoing, all police, fire, permitting, regulatory, water and power health and safety and sanitation employees of City shall he deemed to be aeting in connection with the performance of City's Governmental Functions 23,17 No Limitation on City's Governmental Functions. ‘The Parties acknowledge that City is « Govsiumcatal Asthuvity in edition 10 being the owner of the Dallpark, and that no representation, warranty, Approval or agreement in this Agreement by City shall be binding "upon, constitute a waiver by or estop City from exercising any ofits rights, powers or duties in ‘connection with its Goveramental Functions nor will any portion of this Agreement be deemed to waive any immunities granted to City when performing its Govemmental Functions, which are provided under Applicible Law. Notwithstanding anything to the contrary set frth in this ‘Agreement, the City acknowledges that City, in entering into and performing its contractual ‘obligations to Club under this Agreement, is performing a proprietary function. Any consent to jurisdiction by City is ony with respect to matters arising in its capacity as a Party to this ‘Agreement and expressly does not constitute a waiver of City’s legal immunity oF a consent 10 jutisdietion for any aetions, omissions or circumstances, in each ease solely aising out of the performance of City’s Governmental Functions 23,18 Non-Liabiliy of City’s Officials and Club's Employees. No member of any legislative, exceutive, or administrative body of, or aflited with, City or its AMiiates, and no official, agent, employee or representative af City ot such body or any ofits Afiites (whether acting in the performance of City's Governmental Funetions or otherwise) shall be personally liable to Club or any Person holding by, through or under Club, for any aetions taken in his oF her capacity as an official, agent, employee or representative of such Person in the event of any default or breach by City, oF for any amount which may become due to Club or any Person holding by, through or uader Club, or for any other obligation, under or by reason of this, Agreement. No officer, director, sharcholder, member, agent, employee or representative of (Club ot its Afilats shall be personaly lable to City or any Person holding by, through or under City, for any actions taken in his ot her capacity as an officer, director, shareholder, agent, employee of representative of such Person in the event of any default or breach by Club, or for ‘any amount which may besome due to Cty or any Person holding by, through or under City, or For any other obligation, urder or by reason ofthis Agreement, 23.19 Payment on Business Days. I any payment under this Agreement is requted (0 ‘ve nude on say ville Han @ Business Day, the date of payment shall be extended tothe next Business Day 23.20. Joint and Several Liability. If Club at any’time comprises more than one Person, all such Persons shall be jeintly and severally liable for payment of Rent and for performance of every obligation of Club under this Agreement. 23.21, Relationship of the Parties: No Partnership. ‘The relationship of Club and City under this Agreement is that of independent parties, each acting in its own best interest, and notwithstanding anything n this Agreement to the contrary, neither the obligation to pay City 6“any amounts due hereunder nor any other aspect of this Agreement shall ereate or evidence, nor is it intended to create or evidence, a partnership, joint venture or other business relationship oF ‘enterprise between Club and City. As such, City shall have no direct supervision of or obligation to the employees of Club and any communication of employee matiers shall be through Club Representative 23.22 Non-Metge- of Estates. The interests of City and Club in the Ballpark shall tall times be separate and apar, and shall in no event be merged, notwithstanding the fat that this ‘Agreement or the Leaschold Estate created hereby, oF any interest therin, may be held directly or indirectly by oF forthe cecount ofthe Person who shall own the fee tte tothe Ballpark or any portion thereof: and no such merger of estates shall occur by operation of law, or otherwise, ‘unless and until all Persons at the time having any interest in the Ballpark shall join in the ‘execution ofa written instaument effecting such merger of estates, 23.23 Covenants Running with the Estates in Land. The Parties eovenant and agree that all ofthe conditions, covenants, agreements, rights, privileges, obligations, duties, specifications and recitals contained in this Agreement, except as otherwise expressly stated herein, shall be construed as covenants rurning wih tle to the Ballpark, the Ballpark Dedicated Parking and the Leaschold Estate, respectively, which shall extend to, inure to the benefit of and bind, City and Club, and their permitted successors and assigns, tothe same extent as if such successors and assigns were named as original partes to this Agreement, such that this Agreement shal always bind the owner and holder of any fee oF leasehold interest in orto the Ballpark, the Ballpark Dedicated Parking or any portion thereof, and shall bind predecessors thereof except as “otherwise expressly provided herein, 23.24. Audits, The books and records ofeach Party pertaining to any obligation of such Party under the terms of this Agreement shall be available for the purpose of the other Parties undertaking reasonable examinations, from time to time, upon reasonable notice; provided however, that (a) any Confidential Information reviewed a a part of such examination stall be reviewed in such a manner such that it remains confidential and (b) City shall have no right to ‘examine any financial information of Club which does not directly relate to Ticket Fees. The Parties’ respective rights © examine such books and records shall survive termination of this [Agreement fora period of ane year past the Lease Expiration Date, 23.25. Survival of Existing Claims. Termination of this Agreement shall not alter any existing elaim of any Party for breaches ofthis Agreement occurring prior to such tenmination and the obligations of the Parties hereto with respect to such existing claims shall survive ARTICLE XXIV BASTERN LEAGUE CONSENT 241 Consent, The Parties hereby acknowledge and agree that (a) their signature and delivery of the Ballpark Agreements are and shall be subject to the EL. providing its written ‘consent and approval, generally, tothe Ballpark Agreements, and (b) in acknowledgement and recognition f the Ballpark Agreements and in connection withthe EL's approval thereo, the EL ashall additionally provide its written agreement and commitment to the City and for the City’s ‘benefit that, throughout the Non-Relocation Term: (the BL shall not accept, consider or act on any application from eutrent ownership oF any successor ownership of the Team and relevant franchise (collectively, the ‘Eranchise"), which scoks consideration or approval from the FL. ofa proposed reloeation of the Franchise from the City or the Ballpark, and G3) foro long asthe BL retains the Hartford, Connecticut toritory (as defined boy the rules and regulations relevant to the EL, Minor League Baseball, and NAPBL) with the right to operate a Minor League Baseball franchise within its boundaries, the EL shall require the Person controlling operation of the Franchise (whether as existing ot as the same may be acquired through commercial transaction, foreclosure, forfeiture, or other means) to recognize and abide by all terms ofthe Ballpark Agreements pertaining to continuous occupancy, operation and maintenance of the Ballpark and related filtes o be located in Hartford, Connecticut as the exclusive home field of the Franchise ~ as further described in the Agreements (in the ‘aggregate, the “Eastern League Consent” 24.2 Delivery Date, ‘The Eastem League Consent shall be delivered from the EL to the Parties on or before Jaruary 26, 2015, 24,3 Additional Provisions. I is wholly contemplated by the Parties that the foregoing component provisions (b}i) & (i) of the Faster League Consent shall be predicated ‘upon the following: (a) te City’s ongoing performance of the material terms and conditions relevant an’ attributable te the City ~ as set for in the Ballpark Agreements; (b) the remedies available to the City in connection with a breach by the EL of such component provisions shall be limited to temporary or permanent (as applicable) injunctive relief, specific performance and ‘ther non-economic oF non-monetaty’ equitable relief; and (c) under no circumstances shall the EL be or become obligated tothe City or the Club (or any Affiliates of same) for economic oF ‘monetary damages. [Signatures and acknowledgements appear on following pages] a[Signature Page to Ballpark Sublease Agreement] [S-1of2] IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date lis Mayor Date oar{S.gnature Page to Ballpark Sublease Agreement] [S-20f2] IN WITNESS WHEREOF, te Parties have executed this Agreement to be effective as of the Effective Date CONNECTICUT DOWBLE PLAY, LLC : Date: | Ix I aeEXHIBIT A LEGAL DESCRIPTION OF THE REAL PROPERTY STADIUM PARCEL DESCRIPTION (REVISED OCTOBER 2, 2014); ALL THAT CERTAIN PIECE OR PARCEL OF LAND SITUATED IN THE CITY OF HARTFORD, COUNTY CF HARTFORD AND STATE OF CONNECTICUT AND KNOWN, AS LAND NOW UK FURMEKLY OF THE CITY OF HARTFORD 1214 MAIN STREET: LAND NOW OR FORMERLY OF RENSSELEAR HARTFORD GRADUATE CENTER, INC. 271-273 WINDSOR STREET AND A PORTION OF THE EXISTING RIGHT OF WAY FOR PLEASANT, WINDSOR AND TRUMBULL STREETS, AND BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE PROPOSED EASTERLY STREET LINE OF MAIN STREET, SAID POINT BEING AT THE END OF A CURVE TO THE RIGHT WHICH CONNECTS THE PROPOSED STREET LINE OF TRUMBULL STREET WITH THE PROPOSED EASTERLY STREET LINE OF MAIN § THENCE, N 39° 22' 20° W ALONG THE PROPOSED EASTERLY STREET LINE OF MAIN STREET \ DISTANCE OF 448.37 FEET TO A POINT THENCE, ALONG A CURVE TO THE RIGHT HAVING AN ARC LENGTH OF: AND A RADIUS OF 25,00 FEET TO A POINT OF TANGENCY. SAID CURVE CONNECTING THE PROPOSED EASTERLY STREET LINE OF MAIN STREET WITH. ‘THE PROPOSED SOUTHERLY STREET LINE OF PLEASANT STREET; 3.43 FEET ‘THENCE, N 60° 10° PLE EALONG THE PROPOSED SOUTHERLY STREET LINE OF SANT STREET A LISTANCE OF 181.84 FEET TO A POINT OF CURVATURE; ‘THENCE, ALONG A CURVE TO THE RIGHT MARKING THE PROPOSED SOUTHERLY STREET LINE OF PLEASANT STREET HAVING AN ARC LENGTH OF 186.41 FEET AND A RADIUS OF 325.00 FEET TO A POINT OF TANGENCY; THENCE, § 86° 57°52" E ALONG THE PROPOSED SOUTHERLY STREET LINE OF PLEASANT STREET A LISTANCE OF 314.54 FEET TO A POINT THENCE, $ 82° 38°20" E ALONG THE PROPOSED SOUTHERL PLEASANT STREET A DISTANCE OF 108.98 FEET TO A POIN STREET LINE OF THENCE, § 86° 57°52" EALONG THE PROPOSED SOUTHERLY STREET LINE OF PLEASANT STREET A DISTANCE OF 365.64 FEET TO A POINT; THENCE, ALONG A CURVE TO THE RIGHT HAVING AN ARC AND A RADIUS OF 20.00 FEET TO A POINT OF TANGENCY. NGTH OF 31.42 FEETTHENCE, S 03° 02' 05" W A DISTANCE OF 281,22 FEET TO A POINT OF CURVATURES THENCE, ALONG A CURVE TO THE RIGHT HAVING AN ARC LENGTH OF 31.43 FEET AND A RADIUS OF 20.0) FEET TO A POINT. ‘THENCE, N 86° 55°57" W ALONG THE PROPOSED NORTHERLY STREET LINE OF ‘TRUMBULL STREET A DISTANCE OF 338,22 FEET TO A POINT OF CURVATURE; ‘THENCE, ALONG A CURVE TO THE LEFT MARKING THE PROPOSED NORTHERLY STREET LINE OF TRUMBULL STREET, HAVING AN ARC LENGTH OF 461.22 FEET AND A RADIUS OF 993,90 FEET TO A POINT OF TANGENCY: THENCE, S 56° 44141" W A DISTANCE OF 26.72 F TO APOINT; ‘THENCE, ALONG A CURVE TO THE RIGHT HAVING AN ARC LENGTH OF 43.92 FEET AND A RADIUS OF 30.0) FEET'TO THE POINT AND PLACE OF BEGINNING. SAID CURVE CONNECTING THE PROPOSED NORTHERLY STREET LINE OF TRUMBULL, STREET A WITH THE PROPOSED FASTERLY STREET LINE OF MAIN STREET, SAID PARCEL ALSO KNOWN AS REVISED PARCEL Al 402,314 SQUARE FEET OR 9.2 ACRES MORE OR LESS, FOR STADIUM CONTAINS ‘Together SOUTHERLY STREET LIE OF PLEASANT STREET DESCRIPTION (REVISED OCTOBER 3, 2019) THAT THE NEW SOUTH STREET LINE TO BEGIN AT A POINT IN THE PRESENT WESTERLY STREET LINE OF MARKET STREET THE BEARING OF WHICH IS N 03° 02" 05" E, SAID POINT BEING LOCATED TWO HUNDRED EIGHTY ONE AND 22/100 (281.22) FEET NORTHERLY, ALONG SAID PRESENT STREET LINE, FROM THE POINT OF INTERSECTION OF STREET LINES AT THE NORTH WEST CORNER OF TRUMBULL STREET AND MARKET STREET THENCE WES’ ANGLE 89° 59 APOINT; Y, ON A CURVE 10 THE LEFT (RADIUS 20.00 FEET; CENTRAL. ) AN ARC DISTANCE OF THIRTY ONE AND 42/100 (31.42) FEET TO THENCE, N 86° 57° $2" W A DISTANCE OF THREE HUNDRED SIXTY FIVE AND 64/100, (365.68) FEET TO A POINT; ‘THENCE, N 82° 38°20" W A DISTANCE OF ONE HUNDRED EIGHT AND 98/100 (108.98) FEET TO A POINT; THENCE, N 86° 57 $2” W A DISTANCE OF THREE HUNDRED FOURTEEN AND 54/100314.54) FI ‘TOA Pon ‘THENCE, ON A CURVE TO THE LEFT (RADIUS 325.00 FEET; CENTRAL ANGLE 32° 51°48") AN ARC DISTANCE OF ONE HUNDRED EIGHTY SIX AND 41/100 (18641) FEET TO A POINT OF TANGENCYS THENCE, S 60° 10'21" W A DISTANCE OF ONE HUNDRED EIGHTY ONE AND 84/100 (181.84) FEET TO A POINT OF CURVATURE THENCE ON A CURVE 10 THE LEFT (RADIUS 25.00 FEET; CENTRAL ANGLE 99° 32" 40") AN ARC DISTANCE OF FOURTY THREE AND 43/100 (43.43) FEET TO A TERMINAL POINT IN THE EASTERLY STREET LINE OF MAIN STREET and, together with: NORTHERLY STREE 3.2014) LINE OF TRUMBULL STREET DESCRIPTION (REVISED OCTOBER THAT THE NEW NORTH STREET LINE TO BEGIN ATA POINT IN THE PRESENT WESTERLY STREET LINE OF MARKET STREET THE BEARING OF WHICILIS S 03° 02! 05" W, SAID POINT BEING LOCATED TWO HUNDRED EIGHTY ONE AND 22/100 (281.22) FEBT SOUTHERLY, ALONG SAID PRESENT STREET LINE, FROM THE POINT OF INTERSECTION OF STREET LINES A THE SOUTH WEST CORNER OF PLEASANT STREET AND MARKET STREET THENCE WESTERLY, OV A CURVE TO THE RIGHT (RADIUS 20,00 FEET; CENTRAL ANGLE. 90° 01°58") AN ARC DISTANCE OF THIRTY ONE AND 43/100 (31.43) FEET TO. ‘A POINT OF TANGENCY: THENCE, N 86° 55' 57° W A DISTANCE OF THREE HUNDRED THIRTY EIGHT AND 22/100 (338.22) FEET TOA POINT OF CURVATURE; THENCE, ON A CURVE 10 THE LEFT (RADIUS 993.00 FEET; CENTRAL ANGLE 26° 36144") AN ARC DISTANCE OF FOUR HUNDRED SIXTY ONE AND 22/100 (461.22) FEET TO A POINT OF TANGENCY: ‘THENCE, § 56° 4441" W A DISTANCE OF TWENTY SIX AND 72/109 (26.72) FEET TO A, POINT OF CURVATURES THENCE, ON A CURVE TO THE RIGHT (RADIUS 30.00 FEET; CENTRAL ANGLE 83° 5300") AN ARC DISTANCE OF FOURTY THREE AND 92/100 (43.92) FEET TO A ‘TERMINAL POINT IN THE EASTERLY STREET LINE OF MAIN STREETand, together with: SOUTHERLY STREET LINE OF TRUMBULL STREET DE 3, 2014) “RIPTION (REVISED OCTOBER ‘THAT THE NEW SOUTE STREET LINE TO BEGIN AT A POINT IN THE PRESENT WESTERLY STREET LINE OF TRUMBULL STREET THE BEARING OF WHICH IS $ 87° 007 01" W, SAID POINT BEING LOCATED ONE HUNDRED FOURTY SIX AND 73/100 (146.73) FEET WESTERLY, ALONG SAID PRESENT STREET LINE, HOM A POINT OF "TANGENCY OF A CURVE MARKING THE INTERSECTION OF STREET LINES AT THE SOUTH WEST CORNER OF TRUMBULL STREET AND MARKET STREET, THENCE WESTERLY, $02° 59 $9" W A DISTANCE OF EIGHT AND 37/100 (837) FEET TO A POINT OF CURVATURE THENCE, ON A CURVE TO THE LEFT (RADIUS 898.00 FEET; CENTRAL ANGLE 31°! 18") AN ARC DISTANCE OF FOUR HUNDRED EIGHTY SIX AND 20/100 (486.20) FEET TO A POINT. THENCE, ON A CURVE 10 THE LEFT (RADIUS 25.00 FEET; CENTRAL ANGLE. 102° 13'28") AN ARC DISTANCE OF FOURTY FOUR AND 60/100 (44.60) FEET TO A TERMINAL POINT IN THE EASTERLY STREET LINE OF MAIN STREETEXHIBIT SCHEDULE OF REPAIR/MAINTENANCE/REPLACEMENT RESPONSIBILITY ASSIGNMENT OF RESPONSIDILITIES FOR THE REPLACEMENT/REPAIRMAINTENANCE OF SPECIFIC ITEMS, rem cry cue Structure ‘Structural sce and concrete components MR Roofs MR Witer Sealing MR Window and Doors R ML Blacktop (including all parking ares and access area, anal MR 2 paving and striping) Stadium Systems Ma Plumbing R M Electrical R M hvac R M ‘Seeurity and fre moitring sytem R Mw Generator R M Lighting (excluding fel ishing) R M mergeney lighting Rk M Escalators and clevatrs R M Scoreboard R M ‘ther electronic siamige MR Playing Field Preparation for games MRiTeM. Grass curting Sod ferilrng, watering, rp an eoplacement Field drainage sytem lel gan system Foul ball seen, backstop Dugoats Bllpens Oued fence ie gigs Bascal equipment iting serens Tarps Bating copes, Portable backstop ‘Signage and communications Scoreboard Fixed Marketing Sizage lecieonie Marketing Signage Wayfinding Signaae Pablie Addeess System Electronic Message Center “Tetephone Intemet wirs cary cum MR z Se 2 MR ee eeireM. cry CLUB Suites equipment and furnish ags MR Press Box equipment and fursishings MR ‘Offices equipment and fumishngs MR ‘Clubhouses and Umpire room equipment and frsishings MR ‘Concessions equipment and furishings MRA Venue Arca R M Marketing inventory MR Other Seats, bleachers R M CCaphoders R M Bathrooms R M Key M-Maintenanee and repair responsibility, ineloding cleaning and trash removal but excluding, in the ease ‘of City, snow removal, whic shall be responsibility of Club R= Capital replacement responsibility exsloing inthe ease of the City, all items that constiute marketing inventory, e. naming 08 cupholders 1 ineludes window cleaning ‘excludes nov remy which shall be respensibilty of Club includes pest conta and annua inspections txeludes concession aqupment and furnichings provided by eoncesionsres under any Concessions AgreementPXHIBIT C DEPICTIONS OF OFFSITE PARKING (See attached)Projected Parking Supply for Baseball Games lavaitableDistance| Distance | cumulative Lot ¥ 1D capacity |capacity| (ft) | (min) |rotal lL-2Minute Walking Distance 2002005252 200 G_ [Parcel 200200338 —=43 [-4Minute Walking Distance 2,295 680 0 32 [Morgan st. Lot =. 0 ms at 27 |Mat Garage 907 600 95.85 20 |church st. Garage 1,289 99538 [a6 Minute Walking Disance 1.622767 3,647 34 [Talcott Plaza Garage 770 3099 4a ‘44 |x center Garage 4504051184 47 |AnnandChurchs: lot «135122, 4.204 45 33 [saints Lot 267200150257 [6-8Minute Walking Distance 6416 4975 66 38 [Morgan St. Garage 2,290 4590 «4594 60 31 {Asylum st. Lot 2 203466763 22 |city Place Garage 310-279 1696 48 |MarketStreet South lot 408367 «1,704 6.4 49 |Rensselear Garage 20 «SLB OBS 21 [Hartford 21 Garage 365 4m 65 6 |MetroCenterGarge 1,215,088 67.2 46 |Rensselear Lot 35231792873 7/180 lyn st. Lot 272671496874 18 |Goodwin 50 Garage 39287 07.9 14 |awator 5210379 28 |100 Pear! Garage 2502252120 80 [ae-Minute Walking Distance ‘a7 825 7487 4 [Church and Highs: Lot 8 722308 87 4 |4s0Columbus Boulevard ninown 2269 86 47 |MarketSteetNorthiot 9377532725103 Total 1,450__7,407EXHIBIT D DEPICTIONS OF BALLPARK DEDICATED PARKING. Further to Section 5,2 of the Ballpark Sublease Agreement, Club and City have agroed as follows ‘with respect to the Ballpark Dedicated Parking: 1. Bier (@) Atinception of the Term, the Ballpark Dedicated Parking shall be and constitute not less than 130 striped, suface parking spaces on Parcel G (as reflected on Exhibit C hereto) and thatthe Ballpark Dedicated Parking shall reside in such location and quantity until ‘commencement of development at Parcel G by City or its designee as “developer”; or (b) Atincoption of the Term, the Ballpark Dedicated Parking shall be and constitute 199 ‘tiped, garage parking spaces within the parking garage curently located on Parcel G and known as 150 Windsor Stret ~ and reflected as such on Exhibit C hereto, and that, ‘the Ballpark Dedicated Parking shall reside in such location and quantity until ‘commencement of development at Parcel G by City or its designee as “developer”. Prior {to the inception ofthe Term, the City or is designee as “developer” shall make all necessary improvements tothe current parking garage, comprising the Ballpark Dedicated Parking, 0 as to comply with all applicable state and municipal building and safety codes and regulations and shall, tthe inception of the Term, deliver tothe Team the Ballpark Dedicated Parking in a mannee which meets the Ballpark Standard. ‘Therewith the Team, tits sole cost and expense, may also create and utilize surface parking spaces on Parcel G, as additional parking for its exclusive use, until ‘commencement of development of Parcel G by City or its designee as “developed”. 2. Upon commencement of development at Parcel G (as reflected on Exhibit C hereto) by City, or its designee as “developer” and throughout such development activity, the Ballpark Dedicated Parking shallbe shifted and relocated to another location that is adjacent to the Ballpark, the exact location of whichis yet tobe determined ~ but to be surface or garage parking ofa similar quantity, eg, not loss than 130 striped, surface parking spaces on Parcels B-D (as reflected on Exhibit C hereto) 3. evelopment of Parcel 6 (as reflected on Exhibit C hereto) by City r its designee as “developer” shall includ» the construction and completion ofa parking structure which shall {include 199 striped parking spaces ina location generally adjacent tothe Ballpark, which spaces shall exist fr the exclusive use at any time on a year round basis for by Clb (and, including without limitsion, Club's guests, employees, patrons, concessionaires, ‘merchandisers, vendors and staff, and members ofthe Team) and shall not be used by or availabe to the general public ~ except at Cub’s further offering4. Upon completion of development at Parel G (as reflected on Exhibit C hereto) by City or its designee as “developer’, the Ballpaek Dedicated Parking shall be located at such Parcel G (as reflected on Exhibit C hereto) inthe manner, quantity and location as further deseribed in item 3 above — subject only to periodic adjustments consistent with Section 5.2 ofthe Ballpark Sublease Agreement, 5. City represents thatthe entirety of Parels B, C, D, and G (as reflected on Exhibit C hereto) are owned by CityEXHIBIT E FORM OF NOTICE OF SUBLE: NOTICE OF SUBLEASE, THIS NOTICE cavers a certain Ballpark Sublease Agreement (“Sublease”) for land and rights appurtenant thereto located in the City and County of Hartford and State of Connecticut described on Exhibit 4 atachod hereto and made part hereo (the "Premises”). Parsuant to Connecticut General Statutes 47-19, the following information is provided with respoet to the Sublease: SUBLANDLORD: ‘The City of Hartford 350 Main Street Hanford, CT 06108 ‘Connecticut Double Play, LLC «lo DSF Group 950 Winter Street, Suite 4300 ‘Waltham, MA 02451 ‘Attn: Josh Solomon, Manager DATE OF EXECUTION: AsofDecember__, 2014 ‘Twenty Five (25) years COMMENCEMENT DATE __.2016 TERMINATION: 2041 OPTION TO EXT D: SUBLEASE IS FILED ATIN WITNESS WHEREOF the partes hereto have caused this Notice of Sublease to be executed asofthe day of 201 In the presence of SUBLANDLORD: THE CITY OF HARTFORD by Pedro E, Segare, iis Mayor Duly Authorized STATE OF CONNECTICUT ss 201, COUNTY OF Personally appeared Pedro E, Segarra, Mayor of the City of Harford, a munipal corporation, signer and sezler ofthe foregoing instrument, who acknowledged the same tobe his free act and deed and the fee act and! deed of said municipal corporation, before me Notary Public My commission expires: Commissioner of Superior CourtSUBTENANT: by Its Duly Authorized STATE OF CONNI 201 COUNTY OF Before me, the undersigned office, personally appeared ‘of Coneetieut Double Play, LLC, a limited Tiaility company and as uch exeauted the foregoing as his fre act and deed, and the free act and deed of Said Timited Tabilty company. Commissioner ofthe Superior Court Notary Public My Commission ExpiresExhibit A"PENDIX A Rules as fo Usage “The terms defined below have the meanings set forth below forall purposes, and such meanings are equally applizable to both the singular and plural forms of the terms defined. (1). “Include”, “includes” and “ineluding” shall be deemed to be followed by *, but ‘no limited," whether Oro dhey are in fut followed by such words or wus oF Hike input @) “Writing”, sriten” and comparable terms refer to printing, typing, and other ‘means of reproducing ina visible form, including electronic mal @)__ Any agreement, instrument or Applicable Laws defined or referred to above ‘means such agreement 0° instrument or Applicable Laws as from time to time amended, ‘modified or supplemented, including (in the ease of agreements or instruments) by waiver ot consent and in the ease of Applicable Laws) by succession of comparable successor Applicable Laws and includes (in th: ease of agreements or instruments) references to all attachments ‘thereto and instruments incorporated thet (4) References oa Person are also to its permitted successors and assigns. (5) Any term defined above by reference to any agreement, instrument or Applicable Laws las such meaning whether or not such agreement, instrument or Applicable Laws are in effect (6) “Hereo!, “herein”, “hereunder” and comparable terms refer, unless otherwise expressly indicated, tothe entire agreement or instrument in which such terms are used and not toany particular a 3 or other subdivision thereof or attachment thereto. References in ‘an instrument to “Anicle", “Section”, “Subsection” or another subdivision or to an attachment are, unless the context otherwise requtes, to an atiele, section, subsection or subdivision of or fan attachment to such agreement of instrument. All references to exhibits ot appendices in any agreement or instrument thn is governed by this Appendix are to exhibits or appendices attached te such instrament or agreement, (7) Pronouns, whenever used inthis Agreement and of whatever gender, shall include natural Persons, corporations, limited liability companies, partnerships and associations of every kind and character (8) References 10 any gender include, unless the context otherwise requires, references to all genders, (9) The word “or” will have the inclusive meaning represented by the phrase ‘andio (10) “Shall” and“will” have equal force and effet(11) Unless otherwise specified, all references 10a specific time of day shall be based ‘upon Easter Standard Tire or Fastern Daylight Time, as applicable, on the dae in question in Hartford, Connecticut. (12) _ References to "S" or to “dollars” shall mean the lawful curreney of the United States of Ameria, (13) “Not to be wnreasonably withheld” when wed hersin with respect 49 any Approval shall be deemed to be followed by “, conditioned or delayed” whether or not itis in fact followed by such words ot words of like impor.