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7K views8 pagesRays, City of St. Pete Memorandum of Understanding
The Memorandum of Understanding between the City of St. Petersburg and the Tampa Bay Rays that allows the ball club to explore future stadium sites in Pinellas and Hillsborough counties only.
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0% found this document useful (0 votes)
7K views8 pagesRays, City of St. Pete Memorandum of Understanding
The Memorandum of Understanding between the City of St. Petersburg and the Tampa Bay Rays that allows the ball club to explore future stadium sites in Pinellas and Hillsborough counties only.
Uploaded by
10News WTSPCopyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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MEMORANDUM OF UNDERSTANDING
“This Memorandum of Understanding (*MOU") is made and executed as of the
ay of December, 2014 (Execution Date"), between th: City of St. Petersburg, Florida, @
‘municipal corporation ("City"), and Tampa Bay Rays Baseball, Ltd. (formerly known as Tampa,
Bay Devil Rays, Ltd), a Florida limited partnership ("Club') (collectively, “Partes”).
Recitals
‘Whereas, the City and the Club entered into an Agreement forthe Use, Management and
Operation of the Domed Stadium in St. Petersburg Incluling the Provision of Major League
Baseball on April 28, 1995 and such agreement has been amended from time to time (such
agreement, as it has been amended, is hereinafter referred toas the “Agreement”); and
‘Whereas, the Club wishes to begin evaluating potential future stadium sites in Pinellas
County, Florids (“Pinellas”) and Hillsborough County, Florida (“Hillsborough”) for the Tampa.
Bay Rays to play home games prior to the end of the Major League Baseball (*MLB") season.
‘occurring in the year 2027 (2027 Season"); and
‘Whereas, the City wishes to retain the Tampa Bay Rays as a MLB franchise inthe Tampa,
Bay region forthe longterm; and
Whereas, the City has agreed fo allow the Club t engage in activities related to the
‘evaluation of potential future stadium sites in Pinellas ard Hillsborough only, subject to the
terms and conditions set forth inthis MOU.
Now, Therefore, in consideration of the promises and covenants contained herein
(including those contained in the foregoing recitals), and otter good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the City and the Club agree as
follows:
1. Definitions. For purposes of this Mk
“Home Games", “Force Majeure Event”, “Franchise”
fomth inthe Agreement.
the terms “DOME”, “Capital Account”,
"and “Term” shall have the meanings set
2. Acknowledgment of Club. The Club acknowledges and agrees that, as set forth,
among other things, in Sections 2.04 and 11.01 of the Agreement, during the Term: (i) the Club
shall cause the Franchise to play all of its Horse Games in the DOME, subject tothe provisions
‘of Section 2.04 of the Agreement; (I) the Club is not permitted to play any of the Franchise's
Home Games in any facility other than the DOME withoat the City’s consent, which may be
Withheld in the City’s sole discretion, subject tothe provisions of Section 2.04 of the Agreement,
and Paragraph 5 of this MOU; and (ii) neither the Club nor any of its respective parties,
principals, directors, officers, employees, owners, or agen's will enter int, initiate or conduct.
‘any agreement or negotiations (directly or indirectly) for te use of any facility other than the
DOME for the Home Games of the Franchise, except tothe extent permited by Sections 2.04
and 16.03 of the Agreement, 3. Evaluation Activites, As used in this MOU and Section 11.01 of the Agreement,
the term “negotiations” shall not include Evaluation Activities. For purposes of this MOU and
Section 11.01 of the Agreement. “Evaluation Activities" means non-binding discussions and
communications, feasibility studies and analyses, cast estimation and related activities for the
purpose of identifying a potential future stadium site for the Franchise in Pinellas or
Hillsborough only. Without limiting Paragraph 6 below, the following are not Evaluation
Activities: (i) drafting or negotiang any agreements or other legal documents of any kind; (i)
entering into or executing any agreements or other lepal documents of any kind; andior (if) any
discussions, communications or activities for the purpose of identifying a potential future
stadium stein any location other shan Pinellas or Hillsborough.
4, Termination Amerdment. If as a result of the Evaluation Activities the Club
wishes to terminate the Agreement prior tothe end of the Term in order forthe Franchise to play
its Home Games ata stadium other than the DOME in Pinellas or Hillsborough through atleast
the end of the 2027 Season, the Club and the City shall prepare in good faith a written
amendment to the Agreement thet provides for such termination ("Termination Amendment”)
“The Termination Amendment shell establish an effective date of termination of the Agreement
and address matters related to wind down of the Agreement, the Club's move out and
reacquisition of the DOME by the City. Further, the Termination Amendment shall provide for
monetary and in-kind compensation to the City’(in only the amounts and categories set forth
below but subject to the limitatcns set forth below) and an indemnification for the Bonds (as
defined below), as follows:
‘A. Annual Monetary Compensation. The City and the Club hereby agree that
the annual monetary compensaticn required to be paid by the Club to the City pursuant to the
Termination Amendment shall beas follows, provided the Franchise plays its Home Games at «
stadium other than the DOME in Pinellas oF Hillsborough through atleast the end of the 2027
Season (except for Excused Games as defined below), subject to subparagraph D below:
i. For the time period commencing on the Execution Date through
December 31, 2018, the Club shall pay the City four million dollars ($4,000,000) for each year
-during this first time period that tke Franchise does not play all ofits Home Games in the DOME
‘except for games that were not required to be played in the DOME pursuant to Section 2.04 of
‘the Agreement); and
ii. For the time period commencing on January 1, 2019 through
December 31, 2022, the Club shal pay the City three million dollars ($3,000,000) for each year
during this second time period thatthe Franchise does not play all ofits Home Games in the
DOME (except for games that were not required to be played in the DOME pursuant to Section
2.04 ofthe Agreement); and
ii. For the time period commencing on January 1, 2023 through
December 31, 2026, the Club shall pay the City two million dollars ($2,000,000) for each year
‘during this third time petiod that the Franchise does not play all of its Home Games in the
DOME (except for games that were not required to be played in the DOME pursuant to Section
2.04 of the Agreement). In the event thatthe Franchise does not play al ofits Home Games in the DOME during the 2027 calendar year, no additional monetary compensation shall be owed
for such year, provided that the Club has paid all other annual monetary compensation owed in
sceordance with this subparagraph A.
iv. The first payment of annual monetary compensation owed by the
Club pursuant to this subparagraph A shall be reduced by an amount equal to fifty percent (50%)
of the balance of the Capital Account as of thiny (30) days prior to the effective date of
termination of the Agreement,
¥. The annual menetary compensation owed by the Club pursuant to
this subparagraph A shall be paid to the City on or before November 30 of each year that
compensation is owed. For example, ifthe Franchise does not play al ofits Home Games in the
DOME during the MLB season ending in October 2018 (except for games that were not required
to be played in the DOME pursuant to Section 2.04 of the Agreement), the Club shall pay the
City four million dollars ($4,000,000) on or before November 30, 2018, and shall pay other years
‘of compensation owed in the same manner. On or before the effective date of termination ofthe
‘Agreement, the Club shall provide the City with a letter of credit in a form acceptable tothe City
and issued by a bank acceptable tothe City (or an alternate form of security acceptable to the
City) to secure the total amount of annual monetary compensation owed pursuant to this
subparagraph A.
B. In-Kind Compensation, In recognition ofthe Franchise as a regional asset
and in addition tothe annval monetary compznsation set forth in subparagraph A above, the Club
shall provide the City with an in-kind compeasation package through the end of the 2027 Season.
Such in-kind compensation package may include City use days, signage recognizing the City
and/or tickets for Franchise home games for economic development and promotion of the City,
1s mutually agreed upon by the City and the Club in good faith. The total fair market value of
the in-kind compensation owed by the Club pursuant to this subparagraph B (projected ageregate
value for all the years in which in-kind compensation is owed, as calculated on the execution
date of the Termination Amendment) shall not exceed one million dollars ($1,000,000). In the
event the City and the Club do not mutually agree upon an in-kind compensation package to be
included in the Termination Amendment, the Termination Amendment shall require the Club to
pay the City one millon dollars ($1,000,000) in lieu of in-kind compensation. Such payment
shall be made by the Club to the City on a one-time lump sum basis on or before the effective
date of termination of the Agreement.
C. Indemnification For Bonds.
i. The Terminaton Amendment shall provide for the Club 1
indemnify and hold harmless the City from and against any and al losses, liabilities and fees
incurred by the City in connection with the Bonds (as defined below), including but not limited
to liability incurred by the City in connection witha pledged revenve source for the Bonds and/or
tax exempt status of the Bonds being adversely affected by the Termination Amendment ot
-demolition of the DOME prior to the end of the Term. For purposes of this MOU, “Bonds”
‘means all bonds and other indebtedness issued or incurred prior to the Execution Date and associated with financing or refinancing the DOME and capital expenditures associated
‘therewith, including but not limited to land acquisition and packing facilites.
ji, The Club acknowledges and agrees thatthe scope and form of the
indemnification to be included in the Termination Amendment must be adequate to fully protect
the City against any and all losses, liabilities and fees in connection with the Bonds, as
determined by the City Attorney after consultation with the City’s bond counsel. Accordingly,
the indemnification generally described in ths subparagraph C is subject to modification prior to
inclusion in the Termination Amendment.
iil, The Club shall provide the City with a letter of eredit in a form
acceptable to the City and issued by a bank acceptable to the City (or an alterate form of
security acceptable to the City) to secure the Club's obligations pursuant te this subparagraph C.
iv. _ The Club's obligations pursuant to this subparagraph C are in
addition to the compensation required to be paid and provided by the Club pursuant to
subparagraphs A and B above.
D. Limitations
i. ‘The Club acknowledges and agrees that the City is entering into
this MOU in an effort to keep the Franchise in Pinellas or Hillsborough forthe long term and that
4 portion ofthe consideration for a Terminction Amendment would be the valve to the City of
retaining the Franchise asa regional asset. Accordingly, without limiting Paragraph 6 below, the
‘compensation set forth in subparagraphs A and B above shall be applicable only in the event the
City and the Club enter into a Termination Amendment in order for the Franchise to play its
Home Games ata stadium other than the DOME in Pinellas or Hillsborough through atleast the
tend of the 2027 Season (except for Excused Games as defined below). Without limiting the
‘generality of the foregoing, the compensation set forth in subparagraphs A and B above shall
hhave no application or evidentiary relevance whatsoever in the event the Franchise relocates to a
stadium outside of Pinellas or Hillsborough prior to the end of the Term. Moreover, without
limiting Paragraph 6 below, the Club recognizes that relocation of the Franchise to a stadium
outside of Pinellas or Hillsborough prior tothe end ofthe Term will result in ireparable harm to
the City and damages that are not readily ealeulable.
ii, Except as specifically set forth in this MOU, the Termination
‘Amendment shall not relieve the Club of any liabilities incured or arising prior to the effective
ate of termination of the Agreement (eg, claims arising out of events prior to the effective date
of termination of the Agreement, amounts owed pursuant to thint party contracts, tax liability,
ete).
iii, __Notwithstandirg the Termination Amendment, the City shall be
paid the balance of the Capital Account on or before the effective date of termination of the
‘Agreement and the City shall remain entitled to any and all proceeds, funds and other monies
(eg, ticket stub funds, naming rights proceeds, etc.) payable to the City pursuant to the
‘Agreement through the effective date of termination ofthe Agreement. iv. The Termination Amendment shall not include any provision
requiring the City to pay damages or incur any lability (including but not limited to delay related
