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  • Hartford Stadium Team Non Relocation Agreement

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    The Hartford Courant
    255 tayangan13 halaman
    Hartford Stadium Team Non Relocation Agreement

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    Hartford Stadium Team Non Relocation Agreement

    Hak Cipta:

    © All Rights Reserved
    Unduh sebagai PDF atau baca online dari Scribd
    Tandai sebagai konten tidak pantas
    255 tayangan13 halaman

    Hartford Stadium Team Non Relocation Agreement

    Diunggah oleh

    The Hartford Courant
    Hartford Stadium Team Non Relocation Agreement

    Hak Cipta:

    © All Rights Reserved
    Unduh sebagai PDF atau baca online dari Scribd
    Tandai sebagai konten tidak pantas
    dari 13
    FINAL, NON-RELOCATION AGREEMENT This Non-Relocation Agreement (this “Agreement”) is made and entered into as of this 26" day of January 2015, 2y and among the CITY OF HARTFORD, a Connecticut municipal corporation (the “City”) and CONNECTICUT DOUBLE PLAY LLC, a Delaware limited liability company (the “Club"\(each of Club and City is herein a “Party” and are herein, collectively, the “Parties”, Recitals A. The Clubis:he over ofa Double A Minor League Bascball franchise granted by The National Association of Professional Baseball Leagues, Inc. and the corresponding interests inthe Eastern League. B, Concurrently with the execution of this Agreement, the City and Club plan to ‘enter into (a) that certain Ballpark Development Agreement (the “Development Agreement”), ‘whereby City or a local governmental authority designated by City, has agreed to finance, own, design, develop and constuct a new, fist class, state-of-the-art, natural turf, open-air Minor [League Bascball ballpark and related facilities 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 evens (and as more specifically described in the Development ‘AgreementXinelusive of the Real Property (as defined in the Development Agreement), the “Ballpark”) and associated Ballpark Dedicated Parking (as defined in the Lease), and (b) that certain Ballpark Sublease Agreement (the “Lease”) whereby the City has agreed to lease to Club and Club has agreed to lease from the City, the Ballpark and the Ballpark Dedicated Parking. [As a material inducement to the City to enter into the Development Agreement ‘and the Lease, the Club has agreed to enter into this Agreement fo assure that the Club will ‘continuously maintain and aperate the Ballpark as home field to the Team (as defined herein) on the terms and conditions se forth herein, NOW, THEREFORE, for valuable consideration and for the mutual covenants and agreements contained heres, the sufficiency of which is hereby acknowledged, the parties hereto agree as fallow: 1, Definitions and Usage. Unless the context shall otherwise expressly require, capitalized terms used in this Agreement shall have the meanings assigned to them in this Section, Terms tused but not defined hercinbave the meanings aseribed to such terms in the Lease “Ballpark” has the meaning given to that term in the recitals to this Agreement allpack Agreements” means collectively this Agreement, the Lease and the Development Agreement “Plankruptey Code” has the meaning set forth in Section 5.2 hereof, “City” has the meaning given to that term in the introductory paragraph of this Agreement, 4.1 hereof, “City Purchase Notice” has the meaning set forth in Sect “Club” has the meaning given to that term in the introductory paragraph of this ‘Agreement, “Commencement Date” means the date of the atest to occur: (i) City’s issuance of a comtificate of occupancy’ wi respect tothe Ballpark and the Ballpark Dedicated Parking, and (ii) possession of the Leasehold Estate has been tendered to the Club by City under the terms ofthe Lease “Development Agreement” has the meaning given to that term in the recitals to this ‘Agreement “Eastern League Censent” has the meaning set forth in Section 18 hereof. “EL” means the Eestern League of Professional Baseball Clubs, Ine. or any successor league, “Evidence of an Avempted Relocation” means reasonably verifiable thing party evidence received by the City of tke Club's violation of the Non-Relocation Covenants, or attempted relocation ofthe Team in violation of such covenants, which is presented tothe Club by the City and not prompily denied in writing by the Club. “tin | Notice” has the meaning set forth in Seetion 5.5 hereof. “Final Order” has the meaning set forth in Section 5.5 hereo. “Eranchise” has the meaning set forth in Section 18 hereof. “Lease” has the mesning given to that term in the recitals to this Agreement, “Minor League Baschall” means collectively the Eastem League, the NAPBL, any successor entities and anyother baseball organizations, including Major League Baseball which govem Team operations, the Club's baschall operations and/or the regulation of minor league franchises, “NAPBL"” means the National Association of Professional Baseball Leagues, Ine. or any sucesso entities. “"Non-Relocation Covenants” means the covenants of the Club set forth in Section 2 hereof: “"Non:Relocation Default” means uny violation ofthe Non-Relocation Covenants. “Non-Relocation Term” means the period commencing with the Commencement Date ‘and ending at expiration ofthe Initial Term (as defined in the Lease), unless the Initial Term shall at the eletion ofthe City be terminated upon an earlier date pursuant to Section 5.5 of this ‘Agreement, “Principals” has the meaning set forth in Section 19 hereof. “Team” means all rights, title and interest, including ftanchise rights, in the Double A Minor League Professional Baseball franchise granted by the NAPBL. and the corresponding interests in the EL. and curently known as of the date hereof as the New Britain Rock Cats baseball club, 2. Non-Relocation Cavenants, From and after the date hereof neither the Club nor the ‘Team shall exercise any adlitional extension or renewal option which would extend the term of the Team's existing ease, operating license, facilites commitment or ther arrangement with the City of New Britain beyond December 31, 2015. Further ~ subject to the Club's right to sell or assign the Lease pursuant tthe terms thereof, the Club covenants and agrees that throughout the ‘Non-Relocation Term: (@) the Club and the Team shall maintain their principal place of business in the Citys, (©) the Club shall i) maintain its Minor League Baseball fanchise in the City, (G@) maintain its Minor League Baseball franchise in good standing with Minor League Baseball, (Gi) hold, maintain and detend the right ofthe Team to play baseball as a member of the EL in the Ballpark as its home stadium, and (jv) use reasonable efforts to oppose the adoption of any Minor League Baseball rule or regulation that would cause the Club oF the Team to be unable to comply with any of the tems of this Agreement, (©) the Team shall play all of its pre-season, regular season, playoff and championship home gamesat the Ballpark, except as expressly permitted by Section 3 below; (4) the Club will not (i) cause, nor, to the extent within their respective powers, permit to occur, nor enter into or participate in any negotiations or discussions with, or Apply for or seek approval fom, any third partes, inchuding Minor League Baseball, with respect to any agreement, lepislatian or financing that contemplates, or would be reasonably likely to result in, any action that would contravene or result in the contravention of Sections 2(a) through 2(¢) hereof, of (i) issue aay announcement of its intent to seck such approval oF cause such action; and (©) the Club shall not enter into any contractor agreement with any person, entity oF counterparty ~ public or private, or make any request or application to Minor League aseball, to () relocate outide ofthe City the Club's franchise pertaining and relevant to the ‘Team, of (i) play any regulr season or playot! home game in any location other than the Ballpark except as expressly permitted by Section 3 below, provided thatthe Club may take the actions otherwise prohibited in Sections 2(4) or 2(@) during the last twelve (12) months of the ‘Non-Relocation Term in eannection with any proposed relocation or playing of home games that ‘would not occur uni the eanclusion ofthe Non-Relocation Term. The Club shall notify the City promptly after entering inc any such contractor agreement, or making any such request ot application 3. Permitted Exceptions to Home Game Covenant, 3.1 Notwithstanding Section 2(¢) above, the Team shall be permitted to play what would otherwise be a home game ata location other than the Ballpark, up to one (1) time in any single “Baseball Season” (28 defined in the Lease), as permitted or requested by Minor League Baseball, o for any number of games ifthe same becomes necessary du tothe inability to use the Ballpark or Ballpark Dedicated Parking due to casualty, eminent domain, ora Force Majeure. 32 Without limiting the generality of any other provision of this Agreement, the ‘covenants of the Club prov ded in Section 2(c) shall not apply (i) to any playof or championship [eames mandated by the BI to he played at a nentral site a long ae euch requirement is generally applicable to all EL teams or is necessitated by the inability to use the Ballpark or Ballpark Dedicated Parking due to casualty, eminent domain, or a Force Majeure; and (i) if the City Representative consens in writing to any aetion(s) otherwise prohibited under such section. [Untentionally omitted. Remedies, 5.1 Non:Relocation Default, Upon the occurrence of a Non-Relocation Default, the City shall have the option to pursue any one or more ofthe remedies set forth in Section 5.2, Section 5.3 of Section 5.4 that may be applicable, Upon the occurence of any other breach or misrepresentation in this Agreement by the Chub, the City shall have the option to pursue any ‘one oF more ofthe remedies set forth in Section 5.3 or Section 54, 5.2 Declaratory or Injunctive Relief Upon the occurence of a Non-Relocation Default, the City shall be exiled to seek injunctive rele? prohibiting or mandating ation by the ‘Club in accordance with, or declaratory relief with respect to, the Non-Relocation Covenants. In Addition, the Parties: (a) acknowledge thatthe Non-Relocation Covenants are an essential part of the bargain and consideration of the Ballpark Agreements and are necessary to protect the business and goodwill of the City; (b) recognize thatthe Ballpark is being constructed by or st the further direction and expense of the City to permit the Team's home games o be played in the Ballpark during the Nor-Relocation Term; (e) recognize that having the Team play its home ‘games inthe Ballpark throughout the Non-Relocation Term provides a unique value tothe City, including generating new jobs, additonal revenue sources and economic development and increased tourism for the City; and (4) acknowledge and agree that any breach by the Club of the [Non-Relocation Covenants shall cause definitive, imminent, ireparable, and continual harm to the City and that damages for a default under such Non-Relocation Covenants cannot be ‘estimated with any degree of certainty and that monetary damages cannot fairly or adequately ‘compensate the City for a breach of such Non-Relocation Covenants. Accordingly, the Parties ‘agree tha, in the event of any of the actual ot threatened breach by the Club of any one of the Non-Relocation Covenants (i) the City shall be entitled to seek and obtsin, @ temporary restraining order, together with temporary, preliminary and permanent injunctive or other ‘equitable relief, from any court of competent jurisdiction, to restrain or enjoin any actual or threatened breach by the Cub of any Non-Relocation Covenant without the necessity of posting ‘a bond or oer security and without any further shoving of ireparable harm, balance of harms, ‘consideration of the public interest or the inadequacy of monetary damages asa remedy, (i) the ‘administeation of an order ‘or injunctive relief would not be impractial and, inthe event of any breach of any Non-Relocalion Covenant by the Club, the balance of hardships would weigh in favor of entry of injunetive relief, and (ii) the City may enforce any Non-Relocation Covenant 4 contained in this Agreement through specific performance and/or other relevant equitable remedies. ‘The Parties hereby agree and irrevocably stipulate that (x) the rights ofthe City to injunctive or other equitatle relict pursuant to this Agreement shall not constitute « “claim” pursuant to section 101(5) of the United States Bankruptcy Code (the “Bankruptey Code”) and shall not be subject to dscharge or restraint of any nature in any bankruptey proceeding involving the Club, (y) this Agreement is not an “executory contract” as contemplated by section 365 of the Bankruptey Code, and (2) action(s) taken by the City pursuant to this Section 5.2 shall not in any way prejudice any other rights or remedies that the City may have under this ‘Agreement of the other Ballpark Agreements or, otherwise, at law or in equity fa court of ‘competent jurisdiction fils provide injunctive or other equitable reli prohibiting the Club's violation ofthe Non-Reloestion Covenanis, 53 Specific_erformance. _ NOTWITHSTANDING ANY OF THE FOREGOING, THE CLUB AND THE TEAM ACKNOWLEDGE THAT THE GAMES PLAYED BY A DOUBLE A BASEBALL TEAM ARE UNIQUE AND PLAYED WITH PARTICULAR SKILL SUCH THAT THERE IS NO SUBSTITUTE. THEREFOR. BASED ON THE FOREGOING, THE CLUB AND THE TEAM ACKNOWLEDGE ‘THAT THE DAMAGES SUFFERED BY THE CITY FOR A BREACH OF ANY OF THE NON-RELOCATION COVENANTS CANNOT BE ESTIMATED WITH ANY DEGREE OF CERTAINTY AND THAT THE MONETARY DAMAGES CANNOT FAIRLY AND ADEQUATELY COMPENSATE THE CITY FOR A BREACH OF SAID COVENANTS. ‘THEREFORE, THE CLUB AND THE TEAM AGREE THAT THE CITY SHALL HAVE ‘THE RIGHT, IN ADDITION TO ANY OTHER APPLICABLE RIGHTS OR REMEDIES (INCLUDING ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR AT LAW OR AT EQUITY). TO COMPEL THE CLUB AND THE TEAM TO COMPLY WITH THE AFORESAID COVENANTS BY APPROPRIATE SPECIFIC PERFORMANCE, —INJUNCTIVE OR EQUITABLE. PROCEEDINGS. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, NO CURE PERIOD PROVIDED FOR IN THIS AGREEMENT SHALL BE A CONDITION TO ‘THE RIGHT TO OBTAIN SUCH SPECIFIC PERFORMANCE, OTHER INJUNCTIVE RELIEF OR ANY COURT ORDER ENFORCING PERFORMANCE OF THIS AGREEMENT. SA Actual Damages. In the event of any breach of or misrepresentation in this ‘Agreement by the Club (other than a Non-Relocation Default subject tothe remedies set forth in Section 5.2 or Section 5.3), or in the event of a Non-Relocation Default for which, notwithstanding the intent ofthe Paris, the City is unable to obtain the reliefset forth in Section 5.2 Seton 5.3, tho City shall have the right (i) to inlitute any and all proeedings or elsims permitted by law or equity to ecover any and all amounts necessary to compensate the City for All damages proximately ceused by the Club's breach under this Agreement; and (i) to institute any and all proceedings or claims permitted by law or equity to compel specific performance ‘with respect to the Club's cbigations under this Agreement and one or more actions to seek and ‘obiain a temporary restraining order, together with such other temporary, preliminary and ‘permanent injunctive or other equitable relief, from any court of competent jurisdiction capable of ising or granting such relief, to compel the Club to eomply with or refrain ar cease from breaching or violating the terms, covenants and conditions of this Agreement 55 (®) In the event « court of competent jurisdiction determines, in a final and non-appealable order, that the Club has breached any of the Non-Relocation Covenants (a “Final Order”), the City shall have the right, but not the obligation, to give tothe Club writen notice (a al Notice") of its inertion to terminate this Agreement and all other Ballpark Agreements ‘After the expiration of a geriod of thiny (30) days from the date such Final Notice is given, ‘unless the default is cured, this Agreement and the other Ballpark Agreements may, atthe sole ‘option of the City, be terminated without liability to the City and without Farber writen notice to the Club, If, however, within such thirty (30) day period, the Non-Relocation Default is eured, then this Agreement and the other Ballpark Agreements shall not terminate by reason of such Final Notice (©) This Agreement, and all obligations of the Parties under this Agreement, shall terminate without further action by, or liability to, any Party upon the expiration or termination of the Lease for any reason expressly permitted under the Lease other than a “Tenant Default” (as defined in the Lease); provided that upon a termination of the Lease by the City ‘upon the entry of Final Order that the Club has breached one or more ofthe Non-Reloeation ‘Covenants, this Agreement shall only terminate as provided in Section 5.5(a) above. For the avoidance of doubt, the Club shall remain bound by, and shall not be relieved of, is respective ‘obligations under this Agreement upon a termination by the City of the Lease due toa breach of the Non-Relocation Covensnts unless a Final Notice is given in accordance with Section 5.(a. (©) Except forthe provisions ofthe Agreements that are expressly intended to survive termination ~ including those set forth in Sections S.5(b) and 5.5(@) hereof, in the event ‘of a termination of all of the Ballpark Agreements under this Section 5.5, then all obligations of| the Parties under the Ballpark Agreements shall also automatically terminate (@) _ Termination ofall of the Ballpark Agreements shall not alter any existing claim of any Party for breiches of this Agreement or the other Ballpark Agreements oecurting prior to such termination and the obligations of the Parties thereto with respect to such existing

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