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HomeMy WebLinkAboutCity of lansing Comprehensive Development Agreement RECEIVED ZD14MAY v2 PH 4: 42 LANSING" CITY GLv 1-�'I COMPREHENSIVE DEVELOPMENT AGREEMENT by, between and among CITY OF LANSING a Michigan municipal corporation LANSING BROWNFIELD REDEVELOPMENT AUTHORITY a Michigan Brownfield Authority OUTFIELD PARTNERS,LLC a Michigan limited liability company and TAKE ME OUT TO THE BALLGAME LIMITED LIABILITY COMPANY an Illinois limited liability company May ,2014 - 1 - COMPREHENSIVE DEVELOPMENT AGREEMENT This Comprehensive Development Agreement ("Agreement") is made as of , 2014 ("Effective Date") among the City of Lansing, a Michigan municipal corporation (the "City); the Lansing Brownfield Redevelopment Authority, a Michigan Brownfield Authority, ("LBRA"); (the City and LBRA are sometimes collectively referred to as the "Public Entities"); Outfield Partners, LLC, a Michigan limited liability company ("Developer"); and Take Me Out to the Ballgame Limited Liability Company, an Illinois limited liability company ("TMO"). City, LBRA, Developer and TMO are collectively referred to as the "Parties" and individually referred to as a"Party." Background A. The City holds title to the real property described in attached Exhibit "A" (the "Stadium Parcel"). The City currently leases the Stadium Parcel to TMO pursuant to that certain Stadium License, Lease and Service Agreement dated October 24, 2005, as amended, (collectively the "Stadium Lease"). In accordance with the Stadium Lease, the Stadium Parcel was developed and is currently and primarily used as a minor league baseball stadium (the "Stadium") and serves as the home of the Lansing Lugnuts, a class Single "A" minor league baseball club in the Midwest League of Professional Baseball Clubs, Inc. In connection with the transactions set forth herein, TMO and City have entered into, or are simultaneously entering, a new Stadium Lease (the "New Stadium Lease") that will replace and supersede the Stadium Lease subject to the provisions herein. B. The City also holds title to the real property described in attached Exhibit "B" which is adjacent to the Stadium Parcel (the "Outfield Development Parcel"). As part of the arrangements set forth herein, and subject to the terms and conditions set forth herein, the parties intend to have the Outfield Development Parcel developed and established as shown on the preliminary site plan attached as Exhibit "C" (the "Outfield Development Project"). As more specifically set forth herein, and subject to the terms and conditions herein, Developer shall have the right to develop and construct the portions of the Outfield Development Project identified in Exhibit "C" as Apartments, Lobby, Multi-Purpose Mechanical and Private Stadium Restaurant (collectively "Developer Units") and City and TMO pursuant to the New Stadium Lease and this Agreement shall develop and construct the portions identified in Exhibit "C" as Field Level Components, Service Ramp, Outdoor Grill, Picnic Support and Stadium Catering (collectively "Stadium Units"). C. The City also holds title to the real property described in attached Exhibit "D" (the "Maintenance Garage Parcel"). As more specifically set forth herein, the City Maintenance Garage Parcel shall be re-developed as a new surface parking lot (the "New Parking Lot"). In connection with development of the New Parking Lot, and subject to the terms and conditions set forth herein, City shall enter a lease with the LBRA in the form attached as Exhibit "E-1" (the "Prime Parking Lease") and LBRA shall sublease the Parking Lot to Developer in the form attached hereto as Exhibit "E-2" (the Sub-Parking Lease") which shall be finalized and completed based on the terms and conditions set forth herein. As set forth herein, LBRA shall - 2 - develop and construct the New Parking Lot in accordance with the terms and conditions approved by the LBRA and Developer as set forth herein. D. The Parties have also agreed, subject to the terms and conditions contained herein, that the City shall cause certain renovation, construction and development work to be performed in connection with the foregoing developments and will contribute an amount not to exceed TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($10,500,000) (the "Renovation Funds") to costs related to such renovations, construction and improvements, including without limitation the Foundation and Connection Improvements (defined below and subject to the cap defined below). The allocation, timing and use of the Renovation Funds and terms and conditions related to disbursement and payment of the Renovation Funds is set forth herein. E. As more specifically set forth herein, and subject to the terms and conditions contained herein, the Parties rights and obligations hereunder are subject to their respective rights to terminate prior to expiration of the Due Diligence Period (as defined herein) and other rights, contingencies, terms and conditions set forth herein. Agreement NOW THEREFORE, in exchange for the consideration in and referred to by this Agreement, the parties agree: -Article I- Develo ment Responsibilities 1. Development of Stadium and Stadium Units. A. New Stadium Lease. TMO and the City have agreed on and executed the New Stadium Lease dated as of the Effective Date and which has been provided to the Parties. B. Stadium Improvements and Foundation for Outfield Development Project. TMO and City shall develop, construct, improve and establish the following improvements and renovations to the Stadium and the following portion of the Outfield Development Project: (i) Stadium Improvements. During the Due Diligence Period, the City and TMO skull mutually agree upon the scope, design, schedule and construction of the improvements to the Stadium and the Stadium Units as generally shown on attached Exhibit "C" and which shall include, without limitation, the improvements, work and features set forth in attached Exhibit "C-1" (collectively the "Stadium Improvements") but shall be based on a budget that is limited to the available Renovation Funds (less portions of the Renovation Funds used for Foundation and Connection Improvements as described below). TMO and City shall agree on final plans, drawings, specifications and schedule for the Stadium Improvements prior to expiration of the Due Diligence Period. To the extent required herein, City shall commence construction of the Stadium Improvements immediately following the Master Closing, subject to - 3 - the Master Schedule; provided that City construction activities shall not occur during the baseball season without the prior written consent of TMO. All construction activities shall be completed in a timely manner and in accordance with the Master Schedule that shall be agreed upon by all Parties hereto prior to expiration of the Due Diligence Period. If, during the construction of any Stadium Improvements, the City and TMO are unable to reach a mutually agreeable resolution relative to disputes involving only the construction of the Stadium Improvements, then any such dispute shall be governed by the dispute process stated in Article XXIV Section Z. of the New Stadium Lease. (ii) Foundation and Connections Improvements, The Parties recognize and agree that additional information, specifications, construction estimates, plans and drawings for the Stadium Improvements and the Outfield Development Project are intended to be produced and exchanged between the Parties during the Due Diligence Period and are otherwise unavailable as of the Effective Date. In accordance with Exhibit C-2, the Parties agree that such improvements shall include the footings, foundation, podium, support elements and connection corridors for utility, mechanical, plumbing, electric, water, sewer, drainage and other shared systems and/or services, and may, also include the actual connection and bringing of such systems and services to the perimeter of the Stadium Parcel (collectively the "Foundation and Connections Improvements"). The Parties agree that as part of the review, analysis and consideration of the specifications of the Foundation and Connections Improvements, the City and Developer shall consider and agree on the size, strength, dimensions, materials, depth and duality of footings, foundation and support elements; and the capacities, location, size and materials of connections, systems or services, when evaluating such plans, drawings and specifications. The Parties further agree that the total cost of the Foundation and Connections Improvements shall be paid by the City from the Renovation Funds and shall not exceed ONE MILLION THREE HUNDRED THOUSAND DOLLARS ($1,300,000) (the "Foundation and Connections Improvements Costs Budget"). In the event that City and Developer agree on the specifications related to the Foundation and Connections Improvements, then the City shall develop and construct the Foundation and Connections Improvements in accordance with such agreed specifications and the Master Schedule. City shall commence construction of the Foundation and Connections Improvements in tandem with the construction of the Stadium Improvements and subject to the applicable prohibitions against construction activities that may occur during the baseball season. The City shall pay all costs of the Foundation and Connections Improvements up to and not to exceed the Foundation and Connections Improvements Costs Budget. The Parties agree such costs include, but are not limited to, engineering, architectural, consulting and other professional services; construction, construction management and costs and charges related to contractors, subcontractors and other service providers; costs related to materials, supplies, tools and other components; and costs related to labor, temporary employees and other support that are for the Foundation and Connections Improvements. City acknowledges and agrees that City shall be solely and exclusively responsible for completion of the Foundation and Connections Improvements in accordance with the approved plans and specifications no later than the milestones set forth in the Master Schedule and for the timely and full payment of all contractors, - 4 - material providers and other service providers related to the Foundation and Connections Improvements. Notwithstanding any other terms and conditions contained herein, the Parties further agree that a proportionate share of the Pre-Closing A&E Work (defined below) shall be allocated from, or applied against, the Foundation and Connections Improvements Costs Budget. The amount to be so allocated or applied shall be based on the portion of the Pre-Closing A&E Work that relates to the Foundation and Connection Improvements. (iii) Rooftop Billboards. TMO may establish the rooftop billboards on the roof of the Outfield Development Project in locations to be agreed upon by City, Developer and TMO. TMO shall also be responsible for complying with all applicable local, state and federal laws and regulations with regard to obtaining all required permits and approvals related to any and all such signage. The City will use reasonable efforts to support TMO's request to allow rooftop billboards in the agreed upon locations. In the event the Stadium is demolished, abandoned or otherwise rendered obsolete by the City, the Developer shall be prohibited from placing any signage, billboards or other similar advertisement on any portion of the Outfield Development Project. In addition, TMO, at its sole cost and expense, shall provide Developer proposed plans and specifications for Developer's written approval, and following Developer's approval all work and services related to installation of such rooftop billboards. Such plans and work shall include weights, installation methods, connection specifications, sources of power, rooftop structural or system reinforcements or improvements. All such proposed signage, plans and work shall be subject to Developer's prior written consent which shall not be unreasonably withheld. The Parties further agree that such signage shall not contain messages or content that relate to adult video or bookstores; or adult, sex or pornographic uses or establishments. (iv) Scoreboard. TMO agrees to acquire, establish and install a new LED style media message board (the "Scoreboard"), at its sole cost and expense, in a location to be agreed upon by the Parties as part of the approval of drawings, plans and specifications for the Stadium Improvements. The Parties agree that the cost of acquiring and installing the Scoreboard will be at least NINE HUNDRED THOUSAND DOLLARS ($900,000) and be finalized and in complete working order on or before the first regular season baseball game held in the Stadium for year 2015; provided, however, that the City has either (i) substantially completed (as defined below) all of the Stadium Improvements; or (ii) spent more than half of the Renovation Funds, and the balance of the Renovation Funds are otherwise available for use. TMO shall provide City with proposed plans and specifications including installation methods, connection specifications, and sources of power, need for structural or system reinforcements or improvements in connection with the construction and installation of the Scoreboard, for City's written approval, which shall not be unreasonably withheld. C. Construction Barriers, The Parties agree that, until substantial completion (as defined herein) of the improvements identified within this Agreement, construction fencing and barriers shall be established between Stadium activities, events and patron areas and active construction zones and locations. The Party performing such construction work shall be responsible for establishing (or causing establishment oo such barriers and/or fencing. All barriers described in this section, or required by the project shall comply with all local, state and - 5 - federal laws and regulations, including but not limited to MCL §125.1501 et seq, and such barriers and fencing shall be reasonably aesthetically attractive and shall prevent view of the construction areas through such barriers and fencing (but not over or around such barriers or fencing) and shall not unreasonably interfere with TMO's baseball operations. During construction of any portion of the project, no advertisement or signage shall be permitted on the Stadium Parcel, the Stadium Development Parcel or the City Maintenance Garage Parcel unless agreed to by all Parties in writing. 2. Renovation Funds and Use of Funding. A. Renovation Funds. The Parties expressly agree that City's obligation to provide or otherwise advance all or a portion of the Renovation Funds is expressly contingent on (i) Lansing City Councils approval of this Agreement; (ii) Lansing City Council approval of the financing mechanism for the Renovation Funds; (iii) the City's ability obtain the Renovation Funds by way of a bond sale or other financing mechanism, subject to the City's sole discretion; and (iv) the Parties successfully completing Master Closing. Notwithstanding the foregoing, and subject to compliance with draw down and payment requirements, the City agrees that all necessary approvals and actions related to obtaining, delivering and disbursing the following portions of the Renovation Funds shall be complete and such funds shall be immediately available no later than the following times (i) an amount not to exceed NINE HUNDRED EIGHT THOUSAND FIVE HUNDRED and NO/100 DOLLARS ($908,500.00) (hereafter the "Pre-Closing A & E Funds") no more than 21 days following the Effective Date of this Agreement; and (ii) the remaining balance of the Renovation Funds no more than 21 days following Master Closing. The City agrees to provide and deliver the Renovation Funds to, or for the benefit of, the appropriate contractors or parties in accordance with, and subject to, the terms and conditions stated herein. The City shall have the right to obtain the Renovation Funds through issuance of bonds or other similar financing mechanism, subject to the City's sole discretion but City's choice of such mechanism shall not delay availability of such funds as required above. B. Pre-Master Closing Use of Renovation Funds. The Parties agree that certain advance work and services including architectural and engineering plans and specifications, consulting and professional services, are needed by the Parties during the Due Diligence Period to develop bid packages and construction costs and schedules for review and analysis of the cost, timing and viability of the Stadium Improvements and the Foundation and Connections Improvements (the "Pre-Closing A & E Work"). Within seven (7) days of the Effective Date of this Agreement, the Lansing Entertainment and Public Facilities Authority, TMO and Developer shall reach an agreement on the exact scope of the Pre-Closing A & E Work required for the Stadium Improvements and Foundation and Connections Improvements; provided that (i) certain Pre-Closing A & E Work being performed by Jones Petrie Rafmski Corp. shall be paid for by the respective parties and in accordance with the terms set forth in (1) through (iii) below and (ii) the cost of the aggregate amount of the Pre-Closing A & E Work shall not exceed the amount of Pre-CIosing A & E Funds. - 6 - The Parties agree that to the extent Pre-Closing A & E Work is performed or costs incurred prior to the Master Closing, the Parties shall be responsible for the following payments at the following times: (i) The first $100,000 of Pre-Closing A & E Work costs shall be paid by the LBRA directly to the providers of such services. Such amounts shall be payable in accordance with the billing and payment procedures of the service provider and LBRA; (ii) The next $100,000 of Pre-Closing A & E Work costs shall be paid by TMO directly to the providers of such services. Such amounts shall be payable in accordance with the billing and payment procedures of the service provider and TMO; and (Ili) The City shall be responsible for all other Pre-Closing A & E Work costs up to, and not to exceed, the full amount of the Pre-Closing A & E Funds. Such amounts shall be paid directly to the providers of such services and shall be payable in accordance with the billing and payment procedures of the service provider and City. At Master Closing, the City shall reimburse the above Parties from the Renovation Funds to the extent each Party actually paid Pre-Closing A & E Work costs. If this Agreement is terminated prior to a Master Closing, the Parties set forth above shall continue to be responsible for their payment obligations for Pre-Closing A & E Work costs and no Party listed above shall have any right to be reimbursed by the City. The City shall have the right, subject to the City's sole discretion, to continue to fund stadium renovations or to cease funding any future stadium renovations as contemplated herein. In such event, any moneys paid by the City for Pre-Closing A & E Expenses shall be deemed to be an offset or credit against moneys required to be paid by the City under the Stadium Lease for either future Stadium renovations or any capital improvements to the Stadium required therein. In addition, in the event a Party fails to make their required payments or reimbursements as set forth above, any of the non-defaulting Parties shall have the right to compel performance of such obligations by the defaulting Party or to make such payments or reimbursements themselves and invoice the defaulting Party for all actual damages and payments made pursuant thereto. C. Post-Master Closing Release of Renovation Funds. The balance of the Renovation Funds (including any unused portion of the Pre-Closing A & E Funds) shall be available no later than 21 days following the Master Closing to pay for Stadium Improvements and Foundation and Connections Improvements. City shall cause the Stadium Improvements and Foundation and Connections Improvements to be constructed in a good and workmanlike mam-ler and in accordance with the plans and specifications approved by the applicable Parties. City shall cause substantial completion (defined below) of the Stadium Improvements and the Foundation and Connections Improvements in accordance with the milestones contained within the Master Schedule to be agreed upon by the Parties and no later than April 1, 2015, The City shall pay, or cause to be paid, all costs and expenses related to the Stadium Improvements and the Foundation and Connections Improvements by making payments directly to the contractors and providers of such work and services pursuant to agreements to be entered between the City and such contractors, material providers or service providers. The Parties acknowledge and - 7 - agree that with the exception of work and costs related to the Foundation and Connections Improvements as described herein, the City shall not be responsible for any costs, work or services related to the Developer Units and/or the Outfield Development Project. 3. Development of Parkim! Lot. A. Parking_Leases. Subject to the terms and conditions set forth herein, (i) City and LBRA agree to execute the final Prime Parking Lease at the Master Closing (defined herein) and attached as Exhibit "E-11 ; and (ii) LBRA and Developer agree to complete (consistent with the agreements of Developer and LBRA contemplated below) and execute the final Sub-Parking Lease at the Master Closing, substantially in the form attached as Exhibit "E- 2". Notwithstanding the provisions of the Parking Leases, the parties further agree that should Developer increase the size and scope of the Outfield Development Project by adding additional residential units, the Parties shall use reasonable and good faith efforts to accommodate the increased residential parking needs of the expanded Outfield Development Project subject to obtaining required approvals. B. Re-development of Maintenance Garage Parcel into Parking Lot. During the Due Diligence Period, City, LBRA and Developer shall cooperate and work together to cause plans, specifications and cost estimates to be developed for: (i) environmental assessment, analysis and investigation work; (ii) environmental remediation including soil removal, storage and due care responsibilities; (iii) demolition of the improvements located on the Maintenance Garage Parcel; (iv) establishment and construction of the New Parking Lot; and (v) such other work, services and environmental investigations as may be necessary to the demolition and redevelopment of the Maintenance Garage Parcel as determined by LBRA and Developer (collectively the "Parking Lot Project"), During the Due Diligence Period, and based on the information compiled above, Developer, City and LBRA shall endeavor to reach an agreement on the actual work to be performed, the total cost of the Parking Lot Project and a specific schedule for completion of the Parking Lot Project including all environmental remediation work which shall be added to and become a part of the Sub-Parking Lease. All effort will be made to bid out the work and select contractor bids for the Parking Lot Project such that the entire cost of the Parking Lot Project will not exceed $500,000 in total. Notwithstanding the foregoing, the Parties agree that commencing immediately all initial work on the Parking Lot Project shall be performed by LBRA, and/or its contractors, agents or employees and shall be at LBRA's sole cost and expense up to and not to exceed FOUR HUNDRED THOUSAND DOLLARS ($400,000). The parties further agree that Developer, provided it approves the detailed work, remediation, costs and schedules determined during the Due Diligence Period as provided above, Developer shall be responsible for all costs in excess of such amount up to the next ONE HUNDRED THOUSAND DOLLARS ($100,000). The parties agree that the total cost related to the Parking Lot Project shall not exceed FIVE HUNDRED THOUSAND DOLLARS ($500,000). Notwithstanding the foregoing, project commencement by LBRA is conditional upon the approval of the Brownfield Redevelopment Plan 455a by the Lansing City Council and the approval of the corresponding Act 381 Work Plan by the Michigan Economic Development - 8 - Corporation ("MEDC"). LBRA represents that all such approvals shall be obtained on or before expiration of the Due Diligence Period. C. Right to Terminate Parking Leases and Option to Lease Substitute Parking Areas. The parties agree that the City shall have the right to terminate the Prime Parking Lease and the Sub-Parking Lease by providing written notice to LBRA and Developer solely in the event that (i) the Sault Ste. Marie Tribe of Chippewa Indians notifies the City of its intent to commence construction of the Showcase Casino Facility ("Casino Development Project") in accordance with its rights under the Comprehensive Development Agreement, dated January 23, 2012 (the "Casino CDA"); and (ii) if, in connection with the Casino Development Project, the southerly ninety (90) feet of the New Parking Lot is needed for development of a public right-of- way road that connects Larch Street to Cedar Street. In the event City exercises such termination right, Developer shall have an option to lease the following number of replacement parking spaces ("Substitute Parking Areas") for the remainder of the term and for any extension terms remaining under the Sub-Parking Lease and such tennination by City shall be of no effect until such Substitute Parking Areas are available for use by Developer and/or its tenants: (i) if the City intends to construct and operate a City owned parking structure that is located north of the Outfield Development Project, south of Shiawassee Street and between Cedar and Larch Streets (as shown on Exhibit "F") ; then Developer shall have an option to lease up to 100 parking spaces (for residential purposes) in such new public structure at a rate per space as set and approved by City Council, which shall be reduced by the then applicable discount for residential usage (which amount shall be provided to Developer together with such termination notice); provided, however, that the City may require proof from Developer or its tenant that he/she is a resident of the Outfield Development Project, as may be customarily required by the City to utilize or otherwise qualify for, any applicable residential discount. In the event Developer desires to exercise such option, Developer shall provide written notice to the City of the number of parking spaces Developer intends to lease at least 120 days prior to the City commencing construction of such structure, or 120 days prior to the City approving the financing mechanism for the construction of the ramp, whichever occurs first. City agrees to provide Developer written notice of such dates promptly after they become available to the City. (ii) If the City does not construct and operate the new parking structure contemplated in (i) above, and a new private parking garage is developed in connection with the Casino Development Project in the location shown on Exhibit "G", then the City shall use reasonable efforts to facilitate and arrange a new parking lease for Developer granting the right to lease up to 100 parking spaces (for residential purposes) in such private parking garage. The City and Developer will use their respective best and reasonable efforts to obtain a lease rate per space at the private parking garage that is comparable to the highest rate currently charged by the City for parking garage space, and that is then reduced by the then applicable discount for residential usage; provided, however, that the City may require proof from Developer or its tenant that he/she is a resident of the Outfield Development Project, as may be customarily required by the City to utilize or - 9 - otherwise qualify for, any applicable residential discount. (iii) If (a)(i) or (ii) above does not occur; or (b)the private owner in (ii) will not agree to rental rate comparable to the previously approved rent amount or remaining term (including options to extend); then the City shall construct and operate a parking lot (or structure) that is located east of the current Lansing Center, and to the west of the Stadium Parcel (as shown on Exhibit "H"). In the event the City constructs a parking structure (as opposed to a parking lot), such parking area shall include an elevated and enclosed pedway that crosses Cedar Street from east to west. If the City does not construct a parking structure, then the City shall be under no obligation to construct a pedway. Developer shall have an option to lease up to 100 parking spaces (for residential purposes) in such new parking lot (or structure) at a rate per space as set and approved by Lansing City Council, which shall be reduced by the then applicable discount for residential usage); provided; however, that the City may require proof from Developer or its tenant that he/she is a resident of the Outfield Development Project, as may be customarily required by the City to utilize or otherwise qualify for, any applicable residential discount. In the event Developer desires to exercise such option, Developer shall provide written notice to the City of the number of parking spaces Developer intends to lease at least 120 days prior to the City commencing construction of such structure, or 120 days prior to the City approving the financing mechanism for the construction of the ramp, whichever occurs first. City agrees to provide Developer written notice of such dates promptly after they become available to the City. In the event that the City exercises its termination right and Developer exercises its option to lease parking spaces in a publicly owned Substitute Parking Area (as may occur pursuant to (i) or (iii) above), then Developer and the City shall draft and execute a new parking lease for such Substitute Parking Area that contains the following terms: (i) that the termination of the Sub- Parking Lease shall not be effective until the selected Substitute Parking Area is available for use by Developer's tenants; (ii) identifies the number and location of parking spaces in the Substitute Parking Area, subject to the City's reasonable discretion; (iii) sets forth the rent per parking space as determined in accordance with (i) or (iii) above; (iv) states it is for the remaining term (and extension terms) contained in the Sub-Parking Lease based on the date Developer commences use of the Substitute Parking Area; and (v) such other applicable provisions that are currently contained in the Sub-Parking Lease. D. Interim Use of the Maintenance Garage Parcel. During the term of construction of the Stadium Improvements and construction of the Outfield Development Project, TMO and Developer shall be entitled to use the Maintenance Garage Parcel for staging of construction activities for the Stadium Improvements and the Outfield Development Project; provided, however, that such use of the property does not unreasonably interfere with TMO's baseball operations or City activity or use of the Stadium. In no event shall TMO or Developer use the Maintenance Garage Parcel in any way that adversely affects the future use of the property as a parking lot, or in any way exacerbates any contamination on the property or causes additional environmental remediation work to be performed on the property. - 10 - 4. Development of Outfield Development Parcel, A. Outfield Development Project. Developer shall develop the Developer Units in accordance with the improvements and uses shown on attached Exhibit "C". This includes, but is not limited to, a total of four (4) floors, with the first or "street level" floor to be used for mixed use commercial and retail purposes, and the above three (3) floors to be used for residential purposes, and excludes the "field level" units and Stadium Units that will be owned by the City and subject to the New Stadium Lease with TMO. The improvements and uses shown on Exhibit "C" shall include a minimum of 65 residential dwelling units on the three floors identified above. if Developer desires to add additional units or improvements not shown on Exhibit "C", such requests shall be submitted to the City for prior written approval, subject to its sole discretion. Developer further agrees that all such improvements shall comply with all applicable federal, state and local laws, regulations and ordinances with respect to any structures constructed on, or within, the Developer Units including all zoning approvals and permits. Developer shall be responsible for all costs, charges and expenses related to development of the Developer Units including without limitation architectural and engineering services but excluding costs that relate to the Stadium Units. Developer shall be permitted to select such architects, engineers, contractors, tradespeople, materials providers and other service providers as determined by Developer in its sole discretion with regard to Developer's Units. Developer shall commence, perform and complete construction of the Developer Units in accordance with the Master Schedule to be developed and agreed upon by the Parties; provided that Disruptive Construction Activities shall not occur during the baseball season without the prior written consent of TMO. For purposes of this Agreement "Disruptive Construction Activities" shall mean any construction activity or work on the Outfield Development Project that (i) occurs at a time when the Stadium field is in use for baseball games or activities (including without limitation baseball practices) or other official Stadium events, (ii) is visible from the seating areas of the Stadium or produces noise that can be heard from the seating areas of, or field within, the Stadium (so as to permit work to occur within enclosed portions of the building during baseball activities), and (iii) such work is not generally disruptive to the use and operation of the Stadium for official activities as determined by TMO. The Parties agree that Disruptive Construction Activities shall not include construction activities or work that occurs when baseball games or other official Stadium events are not occurring (including during the off season). TMO and Developer recognize and intend that the timing of construction of the Outfield Development Project will be coordinated among them and that they shall work together and cooperate to achieve the timelines set forth in the Master Schedule. TMO and Developer further agree that for a limited period, at a time to be agreed upon by Developer and TMO, Developer shall have the right to stage construction on portions of the warning track within the Stadium (but not the field unless otherwise agreed by TMO and Developer) for purposes of construction of the Outfield Development Project. B. Use of Developer Units. The Parties acknowledge and agree that the street level Developer Units may be used for commercial and retail purposes and the upper three levels or floors of Developer Units shall be used for residential purposes. The Outfield Development Project and the Private Tenant Restaurant Unit shall be designed and operated such - 11 - that patrons, lessees (or their guests or invitees) of the development or restaurant cannot directly access the Stadium and Stadium attendees of stadium functions cannot directly access the Outfield Development Project or Private Tenant Restaurant Unit. All leases with tenant(s) of Developer's units shall contain this covenant. In the event Developer or TMO intentionaIIy permit violation(s) of this access restriction, the City shall have the right to fine Developer or TMO, as the case may be, the sum of$200 for each occurrence within 30 days of each respective occurrence. TMO and Developer are expressly prohibited from using any portion of the Stadium or the Outfield Development Parcel, or any units thereon, as adult book stores, nude bars or similar adult businesses. C. Public Entity Setback Agreement. The Public Entities, including without limitation the City, and/or any City affiliated entity, body or agency, and/or any successor or assign, shall not construct a parking structure or other facility (i) within 90 feet of the northeast corner of the structure identified as "apartments" on Exhibit "C". and (ii) within 30 feet of the southwest boundary corner of the Outfield Development Parcel (with the exception of the existing Stadium and the planned improvements shown on Exhibit "C") (and collectively the "Setback Restrictions"), unless approved in writing by the Developer, or majority owner (in terms of square footage) of the entity holding title to the Developer's Units if other than Developer. D. Condominium Form of Ownership. The Outfield Development Parcel shall be developed as a condominium pursuant to the Michigan Condominium Act, MCL § 559.101 et sect. (hereafter the "Act"). The condominium will consist of the Developer Units, which will be conveyed to Developer by City at Master Closing, and the Stadium Units, which will continue to be owned by the City but will be leased in their entirety to TMO as part of the New Stadium Lease at Master Closing. The Parties have agreed that the Master Deed, Condominium Bylaws, Condominium Association and other Condominium Documents (collectively the "Condominium Documents") shall include the "Condominium Documents Pertinent Terms" set forth on attached Exhibit "I". The City and Developer will agree upon and draft the complete condominium documents during the Due Diligence Period and the condominium will be formally established and recorded in connection with the Master Closing. The Developer shall be the developer for purposes of the Act and all parties owning units in the Condominium shall be subject to the terms and conditions of the Condominium Documents as approved during the Due Diligence Period. S. Stadium Improvements and Outfield Development Project — Master Schedule and Completion Deadlines. A. Project Sequencing and Master Schedule. The Parties agree to use reasonable and good faith efforts to develop and agree upon a master development, construction and phasing for Stadium Improvements and the Outfield Development Project schedule during the Due Diligence Period which the Parties shall execute at the Master Closing (the "Master Schedule"). The Parties agree that the Master Schedule shall be based on the project sequencing plan attached as Exhibit"J" ("Project Sequencing Plan"). - 12 - B. Stadium Improvements Deadline. The Parties expressly agree that the Master Schedule shall provide that all of the Stadium Improvements shall be substantially complete (as defined below) on or before April 1, 2015, unless extended in writing by all Parties to this Agreement ("Stadium Improvements Completion Date"). The Parties recognize and agree that time is of the essence relative to substantial completion of the Stadium Improvements and all Parties hereto shall use their respective best efforts to timely complete all Stadium Improvements. For all purposes of this Agreement, and regardless of whether the following definition is referenced, the term "substantial completion" (including derivations thereof such as "substantially complete", etc.) shall mean the date on which that the identified improvements have been completed in accordance with the approved plans and specifications for such improvements (including any approved change orders and/or approved field adjustments) as evidenced by a temporary certificate of occupancy (if applicable) and a certificate from the architect of record that such improvements have been completed in accordance with such plans and specifications subject only to completion of punch list type items that do not materially interfere with or prevent use and/or occupancy of the improvements for their intended purposes. In the event the City fails to substantially complete the Stadium Improvements on or before the Stadium Improvements Substantial Completion Date, then TMO shall be entitled to liquidated damages equal to $1,000 for each day of delay until substantial completion is achieved as its sole and exclusive remedy for such delay. The Parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by TMO as a result of such delay and that under the circumstances existing as of the date of this Agreement, the foregoing liquidated damages represent a reasonable estimate of the damages. The Parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to TMO. C. Foundation and Connections Improvements Deadline. The Parties agree that all of the Foundation and Connections Improvements shall be substantially complete (as defined in B. above) and in a condition that will permit Developer to commence vertical construction on or before April 1, 2015, unless extended in writing by all Parties to this Agreement ("Foundation and Connections Improvements Completion Date"). The Parties recognize and agree that time is of the essence relative to such substantial completion of the Foundation and Connections Improvements and all Parties hereto shall use their respective best efforts to timely complete the Foundation and Connections Improvements. The Parties fiirther agree that City shall give Developer 30 days advance written notice of the expected actual Foundation and Connections Improvements completion date. In the event the City fails to substantially complete the Foundation and Connections Improvements on or before the Foundation and Connections Improvements Completion Date, then Developer shall be entitled to liquidated damages equal to $1,000 for each day of delay until substantial completion is achieved as its sole and exclusive remedy for such delay. The Parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by Developer as a result of such delay and that under the circumstances existing as of the date of this Agreement, the foregoing liquidated damages represent a reasonable estimate of the damages. The Parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Developer. - 13 - D. Outfield Development Project Deadline. The Parties agree that the Outfield Development Project shall be substantially complete (as defined in B. above) on or before October 1, 2016, which shall be extended on a day by day basis based on delays in the Foundation and Connections Improvements Completion Date and/or as may be agreed to by the Parties ("Outfield Development Project Completion Date"). The Parties recognize and agree that time is of the essence relative to substantial completion of the Outfield Development Project and all Parties hereto shall use their respective best efforts to timely complete the Outfield Development Project, The Parties further recognize and agree that the Outfield Development Project Completion Date was determined based on a 16 month construction period that will commence 30 days after the actual Foundation and Connections Improvements Completion Date. In the event the Developer fails to substantially complete the Outfield Development Project on or before the Outfield Development Project Completion Date, then Developer shall have the right to either pay City liquidated damages equal to $1,000 for each day of delay until substantial completion is achieved as its sole and exclusive remedy for such delay; or Developer shall transfer the Developer Units and the rights to the Outfield Development Project back to the City for the sum of$100 and a release of all rights and claims against Developer. The Parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by City as a result of such delay and that under the circumstances existing as of the date of this Agreement, the foregoing liquidated damages represent a reasonable estimate of the damages. The Parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to City. E. Remedies for Failure to Comply with Master Schedule Milestones. The Parties agree that the remedies set forth above shall apply to their respective substantial completion deadlines set forth above. The Parties acknowledge there that the Master Schedule will also include certain important, but less critical, milestones, delivery dates and deadlines that must be satisfied by the respective Parties. As such, in the event a Party fails to comply with such milestones, delivery dates and deadlines to be contained in the Master Schedule (a "Milestone Delay"), then any damaged Party, shall be entitled to liquidated damages equal to $100 for each day of delay (for each damaged Party) for such Milestone Delay and to a day for day extension of the damaged Party's subsequent milestone delivery date; provide that such subsequent milestone delivery date is directly impacted by the information, approval, report, plans, drawings or documents that are the subject of the Milestone Delay. The Parties acknowledge and agree that a Party is only entitled to claim a Milestone Delay when it actually and specifically impacts or damages the particular Party or its ability to achieve subsequent milestone or delivery. All claims of Milestone Delays must be made by written notice to all Parties no later than 14 days following the occurrence of any alleged Milestone Delay. In the event the Parties dispute the occurrence, length or damages related to a Milestone Delay, and its impact on subsequent milestones or the Master Schedule, such dispute shall be addressed as quickly as possible through first internal negotiations, informal non-binding mediation, then, as a last resort, formal binding AAA arbitration in accordance with the procedure contemplated by the New Stadium Lease. The Parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by a Party as a result of a Milestone Delay and that under the circumstances existing as of the date of this Agreement, the foregoing liquidated damages represent a reasonable estimate of the damages. The Parties acknowledge that the - 14 - payment of such liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages. 6. Waiver and Release of Rizhts and Insurance Requirements. Developer shall include a provision in all leases (or similar document or agreement that otherwise grants a possessory interest to a third party) with tenants in or on the Outfield Development Project that the lessee forever releases and waives any and all claims, demands and rights against the City or other Public Entities, TMO and Developer for any personal injury suffered by them that occurs on or within the Outfield Development Project that is caused by authorized baseball activities occurring within the Stadium. In addition, Developer and TMO agree to carry and keep in effect general public liability insurance policies in amounts of not less than (i) $1,000,000 in respect of personal injury to or death of any number of persons arising out of any one occurrence, and (ii) $3,000,000 in the aggregate; that shall name one another, the City and the LBRA as additional insureds. Each Party shall provide reasonable evidence of such insurance coverage within 10 days of the written request of any other Party. 7. Indemnification. Developer agrees to indemnify and hold harmless the City and TMO and their respective officers, directors, duly authorized agents and employees from any losses, damages, charges or expenses, including attorney's fees, that arise from the personal injury, death or property damage (to City or TMO property as the case may be) that are caused by the intentional acts or gross negligence of Developer or its duly authorized agents. TMO agrees to indemnify and hold harmless the City and Developer and their respective officers, directors, duly authorized agents and employees from any losses, damages, charges or expenses, including attorney's fees, that arise from the personal injury, death or property damage (to City or Developer property as the case may be) that are caused by the intentional acts or gross negligence of TMO or its duly authorized agents. -Article II- Due Diligence and Rights to Terminate 1. Due Diligence Period. The Parties shall have a period of One Hundred Twenty (120) calendar days from the Effective Date. The Parties shall have one (1) option to extend the Due Diligence Period for a period of sixty (60) days to be exercised by providing written notice to the other Parties no later than the expiration of the Due Diligence Period, 2. Investigations and Analysis. During the Due Diligence Period, the Parties shall have the right to study, analyze, investigate, inspect and review any property or matter (of any kind or nature whatsoever) related to acquisition, development, construction, operation and management of the respective properties and projects and participation in this transactions contemplated by this Agreement. Such "Due Diligence" rights include without limitation, each Party's opportunity to review and approve in their sole discretion condition of title, survey, environmental matters, due care plans, terms of financing, market value, construction costs, storm water drainage, utility connections, leases with tenants, zoning and building approvals and/or other necessary governmental permits or approvals, access to and integration of properties with other surrounding properties. In connection with such investigation and analysis, each of the Parties shall have a license for access to the properties identified herein for purposes of - 15 - conducting surveys, inspections, soil borings, groundwater sampling, and other investigations a Party may wish to perform. The investigating Party shall restore the investigated property to the condition it was in prior to any inspections or investigations undertaken pursuant to this section. 3. Approval of Documents. During the Due Diligence Period, the Parties shall also draft, negotiate, review and approve (in their sole discretion) the terms of the Condominium Documents, the final Prime Parking Lease and final Sub-Parking Lease, plans and specifications for the Stadium Improvements and Foundation and Connections Improvements, financing documents related to any construction loans, permanent financing or lines of credit, the terms of the applicable MEDC programs (or other economic development incentives related to the projects), terms of agreements related to the Renovation Funds, the terms of the Brownfield Plan and any other documents or instruments that require the participation and approval of one or more of the Parties and are necessary in relation to the Master Closing (defined below). Upon the City's request, and prior to Master Closing, Developer shall provide written evidence of its financial ability to complete its obligations herein to the City's Director of Finance for approval, subject to the City's reasonable discretion. 4. Governmental Approvals. During the Due Diligence Period, the Parties shall apply for and obtain any and all required approvals, consents and/or permits that are necessary to such Party in relation to their respective portion of the project. Such governmental approvals may include, but are not limited to, zoning and land use approvals (including site plan and related approvals), floodplain approvals and/or any other applicable land use approvals or entitlements mutually deemed necessary by the Parties. The Parties have been informed that an application to rezone the Outfield Development Parcel to G-I and a special land use permit application that would permit the Outfield Development Parcel to be developed as contemplated herein has been submitted to the City. The Parties are not aware of other City approvals or entitlements that would require public hearings, Planning Board or City Council review or approval unless particular elements of the Outfield Development Project would require dimensional variances under the City of Lansing Zoning Ordinance as may be identified during the site plan review and approval process. The Parties further acknowledge and agree that each party will use reasonable and good faith efforts to timely analyze, approve or reject any submission or document required herein, including, but not limited to the site plan and any other governmental review and approval process related to the Outfield Development Project. S. Termination Prior to Master Closing, Any Party may terminate this Agreement for any reason, or no reason, as determined in its sole discretion, by providing written notice to the other Parties at any time prior to the Master Closing. In the event this Agreement is so terminated, then the entire Agreement as to all parties shall be deemed immediately and forever terminated and each Party shall be released from its obligations hereunder with the exception of obligations to pay for costs and charges for work or services that have been incurred prior to the termination of this Agreement including without limitation, Puny's obligations for Pre-CIosing A & E Work costs and LBRA's obligations for work under Section 3.B. In addition, each Party shall continue to be responsible for their own professional fees, due diligence costs and other costs or charges they incurred in connection with the transactions contemplated by this - lb - Agreement (with the exception of costs or charges that are otherwise specifically allocated to a particular Party). -Article III- Master Closing 1. Time and Place. No later than ten (10) days after expiration of the Due Diligence Period (as may be extended), the Parties shall conduct a "Master Closing" that establishes and imposes the development documents and closes the transactions among the Parties. In the event the parties cannot agree on a place to hold the Master Closing, then the Master Closing shall be held at the offices of Honigman, Miller, Schwartz and Cohn PLC in Lansing, Michigan. 2. Purchase Price. The purchase price for the Developer Units including without limitation the development rights in the Outfield Development Parcel is ONE HUNDRED THOUSAND DOLLARS ($100,000) and shall be paid by Developer at the Master Closing (the "Purchase Price"). 3. Closina Deliveries. The following parties shall be responsible for the following deliveries and execution of the following documents at the Master Closing. The final terms of the following documents shall be agreed upon by the involved Parties during the Due Diligence Period. A. Developer Deliveries. The Developer shall execute and deliver the following documents at or prior to the Master Closing: i. The final and approved Condominium Documents related to establishment of the Condominium including without limitation Association formation and control documents; ii. Real estate transfer documents related to conveyance of the Developer Units from the City to Developer including without limitation a closing statement, valuation affidavit, property transfer affidavit, documents required by the title insurance company related to issuance of an owner's policy of title insurance in a form acceptable to Developer related to the Developer Units, and such other documents as are reasonable and/or customary in relation to the sale of real property, closing costs and prorations to be allocated in accordance with reasonable and customary manner commonly used in Lansing, Michigan; iii. Delivery of the sum of One Hundred Thousand Dollars ($100,000) to the City as consideration for the Developer Units including the - 17 - development rights in the Outfield Development Parcel and the other terms and conditions contained herein; Developer shall provide a detailed description of its members, managers and investors, including ownership interests of each investor, to the City upon request. iv. Approval and execution of the Master Schedule and construction drawings and specifications related to the Stadium Improvements and the Foundation and Connections Improvements; v. If Developer obtains economic development incentives, then, to the extent applicable, all documents related to any economic development incentives received (or to be received) by Developer in relation to the development of the Developer Units; vi. The Sub-Parking Lease as modified to include (a) final demolition and construction drawings, (b) final construction contracts related to the re- development of the Parking Lot, (c) a schedule for performance and completion of all work, and (d) documentation confirming the LBRA's obligation to contribute the first $400,000 of cost and Developer's obligation to contribute the next $100,000 of costs; vii. Copies of all governmental approvals, permits and/or entitlements related to the development of the Developer Units as contemplated herein; viii. Environmental, rernediation and due care plan documents, if applicable, for purposes of the Developer Units and the Parking Lot; ix. Approval and execution of the Master Schedule and construction drawings and specifications related to the Foundation and Connections Improvements; and x. Such other documents as are reasonable or customary in connection with this Agreement and the transactions contemplated herein, B. City Deliveries. The City shall execute and deliver the following documents at or prior to the Master Closing: i. A completed land division that divides the Outfield Development Parcel from all other surrounding properties; ii. The final and approved Condominium Documents related to establishment of the Condominium including without limitation Association formation and control documents; - 18 - iii. Real estate transfer documents related to conveyance of the Developer Units from the City to Developer including without limitation a deed (in a form acceptable to Developer and title company), closing statement, valuation affidavit, property transfer affidavit, an Owner's Title Insurance Policy in an amount and subject to exceptions that are acceptable to Developer, documents required by the title insurance company related to issuance of an owner's policy of title insurance in a form acceptable to Developer related to the Developer Units, such other documents as are reasonable and/or customary in relation to the sale of real property, closing costs and prorations to be allocated in accordance with reasonable and customary manner commonly used in Lansing, Michigan; iv. Evidence of the City's ability to provide the Renovation Funds as of Master Closing, less any amounts reimbursed pursuant to Section 2.13,; v. The New Stadium Lease; vi. The Prime Parking Lease; vii. Detailed plans and drawings related to the Stadium Improvements that have been approved by City, Developer and TMO; viii. Approval and execution of the Master Schedule and construction drawings and specifications related to the Stadium Improvements and the Foundation and Connections Improvements; and ix. Such other documents as are reasonable or customary in connection with this Agreement and the transactions contemplated herein. C. TMO Deliveries. TMO shall execute and deliver the following documents at or prior to the Master Closing: i. The New Stadium Lease; ii. Detailed plans and evidence of financing sources for the Scoreboard as required herein; iii. Approval and execution of the Master Schedule and construction drawings and specifications related to the Stadium Improvements and the Foundation and Connections Improvements; and iv. Such other documents as are reasonable or customary in connection with this Agreement and the transactions contemplated herein. - 19 - D. LBRA Deliveries. LBRA shall execute and deliver the following documents at or prior to the Master Closing: i. The Prime Parking Lease; ii. Sub-Parking Lease as modified to include (a) final demolition and construction drawings, (b) final construction contracts related to the re- development of the Parking Lot, (c) a schedule for performance and completion of all work, and (d) documentation confirming the LBRA's obligation to contribute the first $400,000 of cost and Developer's obligation to contribute the next $100,000 of costs; iii. Any and all documents related to establishment of the brownfield related to the Maintenance Garage Parcel including the Brownfield Plan and the brownfield benefits that arise therefrom; iv. Environmental, remediation and due care plan documents, if applicable, for purposes of the Parking Lot; v. Approval and execution of the LBRA portions of the Master Schedule; and vi. Such other documents as are reasonable or customary in connection with this Agreement and the transactions contemplated herein. -Article V- Post Master Closing Default and Remedies 1. Applicability of Article. The terms and provisions of this Article shall only apply to defaults of this Agreement that occur following the Master Closing and to such defaults that are not more specifically addressed elsewhere herein or in other documents referenced in this Agreement. As such, a potential event of default under this Agreement that is more specifically addressed in a lease (including the New Stadium Lease and/or the Parking Leases), financing document, condominium document or other document referenced herein shall be governed by such more specific document and provision and there shall be no cross-default among such documents unless expressly otherwise set forth herein or in such other document(s). Similarly, a default of a Section of this Agreement that provides a specific remedy in such Section of this Agreement, shall be exclusively governed by such Section of this Agreement (such as delay). Accordingly, this Article shall only govern defaults that occur following the Master Closing and that are not specifically addressed elsewhere herein or in other more specific documents. - 20 - 2. Default by Developer or TMO. Developer or TMO shall be in default under this Agreement if either fails to perform any covenant, agreement, obligation, term or condition set forth in this Agreement (that is not addressed elsewhere herein or in another applicable document as identified above) within thirty (30) days after written notice thereof from LBRA or City to Developer or TMO, as the case may be; provided, however, that if such default is susceptible of cure but such cure cannot be accomplished with reasonable diligence within thirty (30) days, then, so long as the Developer commences to cure such default promptly after receipt of notice thereof from LBRA or City as may be required herein, and thereafter prosecutes the curing of such default with reasonable diligence, such period of time shall be extended for such period of time as may be necessary to cure such default with reasonable diligence but no longer than an additional thirty (30) days. In the event defaulting Party fails to timely cure as provided above, then the non-defaulting Party shall have the rights set forth in Section 4 below and the Master Schedule shall be adjusted if applicable. 3. Default by the LBRA or City. City or LBRA shall be in default under this Agreement if either fails to perform any covenant, agreement, obligation, term or condition set forth in this Agreement (that is not addressed elsewhere in the Agreement or in another applicable document as identified above) within thirty (30) days after written notice thereof from TMO or Developer to City or LBRA, as the case may be; provided, however, that if such default is susceptible of cure but such cure cannot be accomplished with reasonable diligence within thirty (30) days, then, so long as the LBRA or City commences to cure such default promptly after receipt of notice thereof, and thereafter prosecutes the curing of such default with reasonable diligence, such period of time shall be extended for such period of time as may be necessary to cure such default with reasonable diligence but no longer than an additional thirty (30) days. In the event the defaulting Party fails to timely cure as provided above, then the non- defaulting Party shall have the rights set forth in Section 4 below and the Master Schedule shall be adjusted if applicable. 4. Remedies. In the event a Party is in default pursuant to this Article of the Agreement, then the non-defaulting Party shall be entitled to pursue all remedies at law or in equity and is specifically entitled to recover all of their actual damages and/or may obtain specific performance or other similar equitable remedies. Notwithstanding the foregoing, the Parties acknowledge and agree that for purposes of remedies pursued under this Article, no Party shall be entitled to (i) consequential, punitive or exemplary damages; (ii) recovery of legal costs or attorneys' fees; and/or (iii) "self-help" or similar remedies wherein the non-defaulting Party directly undertakes and performs the duties of the defaulting Party. 5. The Effect of Termination of this A reement on the New Stadium Lease. In addition to the rights and remedies provided herein, in the event TMO defaults on this Agreement or this Agreement is otherwise terminated because of a default or breach by TMO, and such breach, default or termination occurs after Master Closing, then TMO shall be deemed to be in breach of the New Stadium Lease and the City shall have all rights and remedies against TMO as provided for in this Agreement and the New Stadium Lease, including, but not limited to the rights and remedies stated in Article 24, Section 'T" of the New Stadium Lease. In the event Developer defaults on this Agreement or this Agreement is otherwise terminated because - 21 - of a default or breach by the Developer, and such breach, default or termination occurs after Master Closing, City shall have all rights and remedies against TMO as stated in Article 24, Section "F" of the New Stadium Lease. 6. The Effect of Termination of this Agreement or New Stadium Lease on the Developer's Obligations. Notwithstanding any other terms and conditions contained herein (and not limited to this Article), prior to Developer's substantial completion of Developer's Units, Developer shall have no obligation to proceed, or continue, with the development of the Outfield Development Project (but at its option may continue to do so) in the event that (i) this Agreement is terminated following Master Closing for any reason other than a Developer default; or (ii) there is a default, or termination, of the New Stadium Lease. Notwithstanding the foregoing sentence, Developer shall not be relieved of its obligations to develop the Outfield Development Project, and this Agreement shall continue in all respects as to the obligations of Developer and City, in the event that Master Closing has occurred and (a) City has substantially completed, or provides reasonable evidence that it will substantially complete, the Stadium Improvements and the Foundation and Connections Improvements in accordance with the terms and conditions contained herein (including the schedule, milestones and deadlines contained herein) despite the occurrence of(i) or (ii) above; and (b) City provides reasonable evidence to Developer that the Stadium will at all times continue to be used for minor league baseball games (and related activities) by a major league affiliated minor league baseball team (which may include the current Lansing Lugnuts baseball club) and there shall be no interruption in such use or seasons without such baseball activities. Article VI- Miscellaneous 1. Agreement Condition Precedent. Unless and until (i) the chair of the LBRA executes and delivers this Agreement pursuant to the LBRA approval of this Agreement; (ii) the Lansing City Council approves this Agreement and is executed by the Mayor and (iii) the Developer and TMO execute this Agreement; the LBRA, City, TMO or Developer shall not be obligated to undertake any of its obligations under this Agreement. 2. LBRA Consent. Where the consent of the LBRA is required or requested under this Agreement, such consent may be provided by the Executive Director of the LBRA unless the approval of the LBRA governing Board is expressly required, 3. City Consent or Approval. Where the consent or the approval of the City is required or requested under this Agreement or by law, such consent may be provided by the Mayor, unless the approval of the City Council is expressly required herein. 4. Costs. Except as specifically set forth in this Agreement or in a separate writing, each of the Parties will bear their own costs and fees with respect to actions taken as required by this Agreement or in support of such obligations. - 22 - 5. Notices. All notices, certificates or communications required by this Agreement to be given shall be sufficiently given and shall be deemed delivered when personally served or when mailed by express courier or registered or certified mail, postage prepaid, return receipt requested, addressed to the respective parties at the addresses listed below: If to the LBRA, to: Lansing Brownfield Redevelopment Authority Lansing, Michigan, 48933 Attention: Executive Director If to the City, to: City of Lansing 124 W. Michigan Avenue Lansing, Michigan 48933 Attention: City Attorney And copy to: Miller, Canfield, Paddock and Stone, PLC One Michigan Avenue, Suite 900 Lansing, Michigan 48933 Attention: G. Alan Wallace, Esq. If to the Developer, to: Outfield Partners, LLC, 330 Marshall Street Suite 100 Lansing, Michigan 48912 Attention: Patrick K. Gillespie And copy to: 1-lonigman, Miller, Schwartz & Cohn PLC 350 East Michigan Avenue Suite 300 Kalamazoo, Michigan 49007 Attention: J. Patrick Lennon, Esq. If to TMO, to: - 23 - Take Me Out to the Ballgame Limited Liability Company 1603 Orrington Avenue Suite 1625 Evanston, Illinois 60201 Attention: Tom Dickson 6. Amendment No amendment or modification to or of this Agreement shall be binding upon any party hereto until such amendment or modification is reduced to writing and executed by the Developer, TMO, LBRA and City. 7. Bindin11 Effect. This Agreement shall be binding upon the parties hereto and upon their respective successors and assigns. 8. Recordation. This Agreement shall run with the land and obligate and encumber successors-in-title to all or any portion of the property. This Agreement, or a memorandum thereof, reasonably acceptable to the parties, shall be recorded in the Officer of the Register of Deeds for Ingham County, Michigan. 9. Survival. The terms, conditions and provisions of this Agreement shall survive its termination. 10. Severability. If any clause, provision or section of this Agreement shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such clause, provision or section shall not affect the validity of any of the remaining clauses, provisions or sections of this Agreement. 11. Time of the Essence. Time shall be of the essence of this Agreement. 12. _Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. 13. Captions. The captions and headings in this Agreement are for convenience only and in no way limit, define or describe the scope or intent of any provision of this Agreement. 14. Applicable Law. This Agreement shall be governed in all respects, whether as to validity, construction, performance and otherwise, by the laws of the State of Michigan. 15. Mutual Cooperation. Each party to this Agreement shall (i) take all actions required of it by the terms of this Agreement as expeditiously as possible; (ii) cooperate, to the fullest extent possible, with the other party to this Agreement and with any individual, entity or governmental agency involved in or with jurisdiction over the engineering, design, construction or operation of the Project, or any other improvements which are undertaken in connection with the foregoing, in the granting and obtaining of all easements, rights of way, permits, licenses, approvals and any other consents or permissions necessary for the construction or operation thereof, in the obtaining of the any grant funds by the Developer; (iii) execute and deliver all reasonable documents necessary to accomplish the purposes and intent of this Agreement, - 24 - including, but not limited to, such documents or agreements as may be required by the Developer's lenders with respect to the Project to secure the Developer's financing from such lenders; and (iv) use its reasonable efforts to assist the other party to this Agreement in the discharge of their respective obligations hereunder. 16. Brokers. Each Party warrants to the others that no Party has taken any action that would result in any real estate broker's fee, finder's fee, or other fee being due or payable to any third party. Each Party hereby indemnifies, defends and hold harmless the other Parties from and against any and all claims, fees, commissions and suits of any third party with respect to any and all services claimed to have been rendered in connection with the execution of this Agreement or the transaction contemplated herein at the request or engagement of such Party. 17. Force Maieure. No Party hereto shall be liable for the failure to perform its obligations hereunder if such failure is due to unforeseeable events beyond the Party's reasonable control and without such party's fault or negligence, including, but not limited to, acts of God, acts of the public enemy, fires, flood, epidemics, quarantine restriction, strikes and embargoes, . Said failure to perform shall be excused only for the period during which the event giving rise to said failure to perform exists; provided, however, that the party seeking relief from its obligations under this Section shall notify the other parties in writing, setting forth the event giving rise to such failure to perform, within 10 business days following the occurrence of such event. 18. Entire Agreement. The Agreement, including all exhibits attached hereto and made a part hereof, contains all agreements between the parties. There are no other representations, warranties, promises, agreements or understandings, oral, written or implied, among the parties, except to the extent reference is made thereto in this Agreement. 19. Construction. The parties acknowledge that each party and its counsel have reviewed and approved this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or Exhibits hereto. Signatures on follofving page - 25 - This Comprehensive Development Agreement is executed by the parties as of the Effective Date, CITY: DEVELOPER: City of Lansing, Michigan a Michigan Outfield Partners, LLC, a Michigan limited municipal body corporation liability company By: By: Name: Virg Bernero Name: Patrick K. Gillespie Title. Mayor Title: Manager Approved as to form: Lansing City Attorney TMO: Take Me Out to the Ballgame Limited Liability LBRA: Company, an Illinois limited liability company Lansing Brownfield Redevelopment Authority, a Michigan brownfield authority By: Name: Thomas J. Dickson By: Title: Managing Member Name: Title: Prepared by: J. Patrick Lennon, Esq, Honigman, Miller, Schwartz and Cohn PLC 350 E. Michigan Avenue Suite 300 Kalamazoo, Michigan 49007 - 26 - STATE OF MICHIGAN ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me on 2014, by as on behalf of Signature of Notary Printed Name of Notary County, Acting in County My Commission Expires: STATE OF MICHIGAN ) ss COUNTY OF ) The foregoing instrument was acknowledged before me on 2014, by as on behalf of Signature of Notary Printed Name of Notary County, Acting in County My Commission Expires: - 27 - STATE OF MICHIGAN } ss COUNTY OF ) The foregoing instrument was acknowledged before me on 2014, by as on behalf of Signature of Notary Printed Name of Notary County, Acting in County My Commission Expires: STATE OF MICHIGAN ) ss COUNTY OF } The foregoing instrument was acknowledged before me on 2014, by as on behalf of Signature of Notary Printed Name of Notary County, Acting in County My Commission Expires: - 28 - EXHIBIT "A" STADIUM PARCEL Exhibit A Sketch of Survey Sheet 1 of 1 5 g'37'53" E S 8g'32'21" E 214.4,5 21 .S w v City Garage Parcel o +1.44 Acres M z S 89'21'54" E ,� 449.29 Outfield Development Parcel t1.43 Acres a— N W32'29" E n 0 59.78' s 0 m S 89'32'00" E Z g' �r• o 13.32' 7 w 89'29'59" E 3 9.23' 0, o� , O� V A t7 h z F O S 89,29'59" L !ppi w O �f i N 89'32'00' w `• � - 12.64' u a GRAPHIC SCALE nd � d z o f o to z N C � N _ E c mAll � a Center 428.13 Section 16 1 T 4N, R 2W N 00'3B'30" E r Michigan AMCiIEJar 57.75` N 8552.2' V� N c East 1/4 o Client: Lansing Lu nuts Date: 4/23/2014 Section 15 d Buyer: Deed Roc.: T 4N, R 2W o Owner: Drawn: mdc I Address: 505 E Michigan Ave Checked: o Lansing, MI 4-8912 Job f 2012-5081 Dete of Field Survey: N/A Scale- 1'= 100' o 4703 Chester Drive a Joms 49youi� singl�f�a Elkhart IN 46516 oe.sa..:q•ea:�• .•v��v� p:574.293.7762 m Q as•e�roori�asim�•a...w a.im••�m rsyewune f 574,294.3717 N —=14 JPR-PJI Rlglts P—ed T Legal description of the stadium and south parking lot Sheet 1 of 1 A part of the Northeast Quarter of Section 16, Township 4 North, Range 2 West, City of Lansing, Ingham County, Michigan, and being more particularly described as follows: Commencing at the East Quarter corner of said Section 16, Township 4 North, Range 2 West; thence North 89°25'42" West 552.32 feet along the east-west quarter line of said Section to the extended west boundary of Larch Street; thence North 00°38'30" East 57.75 feet to the intersection of the north boundary of Michigan Avenue and said west boundary of Larch Street being the point of beginning of this description; thence North 89°25'42" West 428.62 feet along the north boundary of said Michigan Avenue to the east boundary of Cedar Street; thence along said east boundary the following three courses: North 00°35'45" East 417.94 feet; thence North 89°32'00" West 12.64 feet; thence North 00°28'00" East 169.14 feet; thence South 89°32'00" East 9.44 feet to the outside edge of the outfield wall; thence along said outside edge the following eight courses: North 34'09'17" East 118.87 feet;thence North 73°50'23" East 185.06 feet; thence North 89°32'29" East 59.78 feet; thence South 44°30'00" East 80.53 feet; thence South 00°30'00" West 16.24 feet; thence South 44°30'00" East 83.97 feet; thence South 00°30'00" West 1.86 feet; thence South 44°30'00" East 20.14 feet;thence South 89°29'59" East8.63 feet to the west boundary of Larch Street; thence along said west boundary the following three courses: South 00°30'01" West 172.92 feet; thence North 89°29'59" West 9.87 feet; thence South 00°38'30" West 419.04 feet to the place of beginning and having an area of 6.90 acres, more or less. Prepared for: Lansing Lugnuts Stadium Renovation By: Mikel Currier, PS Firm: ,Tones Petrie Rafinski Date: April 22, 2014 Job Number: 2012-5081 H:12012 Projects12012-50811SURILegal Exhibit A of stadium.doc EXHIBIT "B" OUTFIELD DEVELOPMENT PARCEL EXHIBIT B ' Sketch of Survey Shaat 1 of 1 S 89'37'53' E S 89'32'21" 1- 214.48 214,93 w � n v City Garage in Y 9 Parcel 10�' t1.44 Acres z Cn S 89, 1'54" E w ih .t in M b 0 S 89'32'00" F z 13.32' �g56 89'29'59" E o 9,23' o S C0'30'10" W °cvo q 16.24' o0 o � o z 0 S 00,30,00" w 89'32'fl0" E 1.86' S 44'30'04" E 5 89'29'59" E 9.44' 20.14' 8.63' 4-0 w o p N ++ rn L P O L 1 V N 89'29'59" W1 9.87' 12-64' J N 8 W Stadium Parcel I2.64 16.90 Acres a 7 O to GRAPHIC SCALE N a 50 ion 200 t 21 ,nY o bd r7r 3 p O¢ v z �7 v ( IN FEET } U m 1 INCH = 100 FT ar, m i 0 a O N 89'25'42" W 41. center 428.62' z Socfion 16 T 4N. R 2W Michigan Avenue N o0 3 :'30" E I� A Q — — — — _ L N 89'25'42" W_ Q E/W 17 Line, Section l6 55'2.32 n East 1/4 Client: Lansing Lugnuts Date: 4/23/2014 Section 16 aBuyer' D6ed Rec L� T 4N, R 2W ocrrnsr: Drawn: mdc h Address: 505 E Michigan Ave Chccked: �v Lan_ing, MI 4.8912 Job : 2012-5681 0 r Ccte of Reid Survey- AL. N/A Sc31e: = 104' n u a �i��P 47El eliESM Drive6S16 s n- your one single source Ellhar[IPJ46516 0 I p•� .o•e`.,.o•iven�e-Imiy.rW� F:574.293.7762 19 4k Gs•rnnraa...• +�.a.,m•--�. f.574.294.3717 N =2'J 14.FR-MI Rgjj Cm R-ed 2 Legal description of the outfield development lot Sheet 1 of 1 A part of the Northeast Quarter of Section 16, Township 4 North, Range 2 West, City of Lansing, Ingham County, Michigan, and being more particularly described as follows: Commencing at the East Quarter corner of said Section 16, Township 4 North, Range 2 West;thence North 89°25`42" West 552.32 feet along the east-west quarter line of said Section to the extended west boundary of Larch Street; thence North 00°38'30" East 57.75 feet to the intersection of the north boundary of Michigan Ave and said west boundary of Larch Street; thence along said west boundary the following three courses: North 00°38'30" East 419.04 feet; thence South 89°29'59" East 9.87 feet; thence North 00°30'01" East 172.92 feet being the point of beginning of this description; thence North 89°29'59" West 8.63 feet to the outside edge of the outfield wall; thence along said outside edge the following eight courses: North 44°30'00" West 20.14 feet; thence North 00°30'00" East 1.86 feet; thence North 44°30'00" West 83.97 feet; thence North 00°30'00" East 16.24 feet; thence North 44°30'00" West 80.53 feet; thence South 89°3229" West 59.78 feet; thence South 73°50'23" West 185.06 feet; thence South 34°09'17" West 118.87 feet; thence North 89°32'00" West 9.44 feet to the east boundary of Cedar Street; thence along said east boundary the following three courses: North 00°28'00" East 132.86 feet; thence South 89°32'00" East 13.32 feet; thence North 00°35'45" East 111.35 feet; thence South 89°21'54" East 429.29 feet to the west boundary of Larch Street;thence along said west boundary the following three courses: South 00°38'30" West 151.77 feet; thence South 89°29'59" East 9.23 feet; thence South 0090'01" West 87.08 feet to the place of beginning and having an area of 1.43 acres, more or less. Prepared for: Lansing Lugnuts Stadium Renovation By: Mikel Currier, PS Firm: Jones Petrie Rafinski Date: April 22, 2014 Job Number: 2012-5081 H:12012 Projects12012-50811SURILegal Exhibit A of outfield developmet locdoc EXHIBIT "C" OUTFIELD DEVELOPMENT PROJECT :a i IL tjj � ry. G cv 4 ❑ I 1 � a----------------------- - --------------- ------ --.--------------------==��� o 13 rf {4 �i IL j I 17 S Z :a a ti 6 G 1 1 r? U _ � o s s 6 �'I 3 1 I r LL rV r � LU uj � O? rl Z ?J Gj 1 1 K f 00, IT ------------------ r � N � � ry W ? w w u [a E El 0 �i 1 1 i ------------------------------ a ui n w 0 W Q 1 1 1 1 ------------------------------ ----------- LL da L6 LU 14.1 o CL i w rE 41111 -- y�tr !� jai s: k i - - -- - - - -- Imo. ■► 1 . ill 1 _ ��� -. _ _ �� 1 ■ • I' '�� _ .. f J// � �. ` �. +�J � �_ � - ..-- - EXHIBIT "C-1" STADIUM IMPROVEMENTS The scope of Stadium Improvements including,but not limited to: • New stadium Catering (with seating for up to 150 people max) and Bar venue in left field with kitchen; • Replacing current Tailgate Terrace and Bullpen Bar picnic venues with new picnic venues, including bars and terraced seating with picnic tables in both locations; • Replacing all remaining bleacher seating with stadium seats; • Renovation and improvement to the team clubhouse areas, including reconfiguration of current layout, new lockers, shower facilities, workout facilities, new team offices, and general structural and cosmetic improvements in lower level of stadium as deemed necessary; • Walk-around concourse in the outfield; • Replacement of playing field, outfield wall, and irrigation system; • New field lighting fixtures; • Renovations and improvements to team batting cages and field maintenance areas; • New fixed concessions equipment at all concession stands, picnic venues, and Catering facility as deemed necessary; • Cosmetic upgrades to exterior of concession stands; • Cosmetic and fixture upgrades to all stadium restrooms as necessary; • Left field, Right field, and backstop protective netting; • Replacement of some existing HVAC units, and addition of new HVAC in main kitchen areas; • Insulation of plumbing system for suite level and kitchen to enable year-around use of these areas as deemed possible; • Installation of energy-efficient windows at suite level; • Suite level renovations, including cosmetic and finishes improvements to the annual suites, owner/City of Lansing suites, press box, suite pantry, and suite lobby. Cosmetic improvements to exterior of suites; • New kids' play area and grass berm; • Replacement of entire flat roofs as deemed necessary; • Stadium exterior landscaping improvements; and • General structural repairs as needed to existing buildings, drainage systems, and concrete as deemed necessary. As more specifically set forth in the Agreement, the Stadium Improvements (inclusive of the Foundation and Connections Improvements) shall not exceed the amount of Renovation Funds. EXHIBIT 6&G2" FOUNDATION AND CONNECTIONS IMPROVEMENTS The Foundation and Connections Improvements as further defined and agreed to in the plans and specifications, shall include the following: l. Foundation, support walls, columns and demising walls and any other support mechanism; 2. Lobby area and viewing area, in cold dark condition, including demising walls and concrete floor; 3. Private restaurant in cold dark condition, including demising wails and concrete floor; 4. Elevator shaft openings from Field Level and related support structure; 5. Utility and other service connection corridors, subject to agreement by the Developer and City during the Due Diligence Period; and 6. Concrete podium deck above the Street level spaces, engineered and constructed to support the residential building. As more specifically set forth in the Agreement, the total cost of the Foundation and Conncction Improvements shall not exceed $1,300,000.00. EXHIBIT "D" MAINTENANCE GARAGE PARCEL PLOT PLAN For City of Lansing 316 N. Capital Avenue, Ste D2 Lansing, MI 48933 LOT 2 F- S89`35'07"E 428.68' F- W - -- - --- -- - - - - -- - - - -- - - - - W W r LOT LINE Li PROPOSED CITY 3 0 CO MAINTENANCE � F- a to LOT GARAGE PARCEL 'ao Q o f1.43 ACRES _ Z EAST LINE OF (62,682 S.F.) WEST LINE OF 0 -1 L� CEDAR STREET LARCH STREET-�� Q P.O.B. N89'21'51"W 3 428.65' !Q ai no i00 NOTES: 1) EASEMENTS, IF ANY, NOT SHOWN 2) ALL IMPROVEMENTS NOT SHOWN 3) A LOT SURVEY IS REQUIRED FOR THE EXACT LOCATION OF THE PROPERTY LINES. !ILL! m 1" = 100' !O l0 Z 1s20.s4' __ N89'25'43"W __ 98_1.30'IV CENTER OF SECTION EAST-WEST 1/4 LINE 07 SECTION-16 - EAST 1/4 CORNER 16, 74N, R2W M I CH I GAN AVENUE SECTION 16, T4N, R2W This plan was made at the direction of the parties hereon and intended solely for their immediate use and no survey has been made and no property lines were monumented, all easements recorded or unrecorded may not be shown, unless specifically noted, and no dimensions ore intended for use In establishing property lines. R Q Recorded Distance K E B S, INC. �>�LAND M - Measured Distance - Proposed Parcel Line 2116 HASLETT ROAD. HASLETT, MI 48840 Distance Not to Scale Ate PH. 517-339-1014 FAX. 517-339-8047 13432 PRESTON DRIVE, MARSHALL. MI 49068 +� Deck, Porch, Sidewalk. & Patio Areas PH. 269-781-9800 FAX. 269-781-9805 DRAWN BY KDB SECTION 16. T4N, R2W FIELD WORK BY --- JOB NUMBER: SHEET 1 OF 2 84678.BND-6 PLOT PLAN For: City of Lansing 316 N. Capitol Avenue, Ste D2 Lansing, MI 48933 Proposed Legal Description of City Maintenance Garage Parcel: A parcel of land in the Northeast 1/4 of Section 16, T4N, R2W, City of Lansing, Ingham County, Michigan, being part of Lots 2 and 3, Block 244, Original Plat of the Town of Michigan, now City of Lansing, Michigan, according to the recorded plat thereof as recorded in Liber 2 of Plats, Pages 36-38, Ingham County Records, described as: Commencing at the East 1/4 corner of said Section 16; thence N89'25'43"W along the East—West 1/4 line of said Section 16 a distance of 981.30 feet; thence NOO'37'58"E 889.50 feet to a point on the East line of Cedar Street and the point of beginning of this description; thence NOO'37'58"E along said East line 145.40 feet; thence S89'35'07"E 428.68 feet to the West line of Larch Street; thence SOO`38'43"W along said West line 147.05 feet; thence N89'21'51"W 428.65 feet to the point of beginning; said parcel containing 1.43 acres more or less (62,682 square feet); said parcel subject to any vacated streets or alleys; said parcel subject to any streets or alleys not vacated; said parcel subject to all easements and restrictions if any. �iyr.� ane B. Pascoe Date: Professional Surveyor No. 54434 OF FAIIcyr DANE B. .•'; PA fy ; PROFESSIONAL 0 �tl SURVEYOR ; a : NO. (P�S'•, 54494 J� �R°FE s Si vHP� KEBS, INC. BRYAN YIIS uw"�'VM 2116 HASLETT ROAD, HASLETT, MI 48840 PH, 517-339-1014 FAX, 517-339-SD47 13432 PRESTON DRIVE, MARSHALL. MI 49068 PH. 289-781-9800 FAX. 269-781-9805 DRAWN BY KDB SECTION 16, T41N, R2W FIELD WORK BY ---- JOB NUMBER: SHEET 2 OF 2 84678.13ND-6 EXHIBIT "E-1" PRIME PARKING LE6SE PARKING LEASE AGREEMENT THIS PARKING LEASE AGREEMENT (this "Lease") is made by and between Landlord and Tenant effective as of the Lease Date, who agree as follows: 1. Basic Lease Provisions 1.1 Landlord: City of Lansing, a Michigan municipal corporation 1.2 Landlord's Office: 124 W. Michigan Avenue, Lansing, Michigan 48933 1.3 Tenant: Lansing Brownfield Redevelopment Authority 1.4 Lease Date: , 20 1.5 Property: The real property described in Exhibit A to this Lease, together with all rights, covenants, rights of way and appurtenances belonging or in any way appertaining thereto 1.6 Term: Seventy (70) Lease Years, subject to the early termination rights as provided herein. A "Lease Year" shall mean a consecutive twelve (12) month period, with the first Lease Year commencing on the Commencement Date and continuing for twelve (12) full calendar months thereafter and including any partial calendar month in which the Commencement Date falls. 1.7 Commencement Date: The date upon which the Outfield Development Project has been substantially completed within the meaning of Section 5 of the CDA (as defined herein), or such earlier date designated for commencement of the Parking Sublease Agreement as may be agreed upon in writing between Tenant and the Subtenant under the Parking Sublease Agreement. 1.8 Termination Date: The last day of seventieth (701h) Lease Year of the Term, subject to the early termination rights as provided herein 1.9 Annual Base Rent: the Annual Base Rent shall be 51.00 until one of the following occurs: 1. 20 years from the Commencement date, or ii. Until all Brownfield eligible expenses of the LBRA are reimbursed through the Brownfield T1F for the Outfield Development Project or this parking lot, whichever comes first. In all succeeding years this lease is in effect, the Annual Base Rent shall be all funds paid to 144922 60.2 Tenant pursuant to the Parking Sublease Agreement as defined herein. 1.10 Designated Use: Prior to the Commencement Date and subject to and in accordance with the terms of the CDA, Tenant shall be permitted to use the Property, or permit the use of the Property by its nominees or invitees, or by other parties to the CDA in accordance with the terms thereof, for the purposes of: (a) demolishing all existing structures located on the Property as of the Lease Date; (b) remediation and disposal of any hazardous materials located on the Property to the extent necessary or appropriate in connection with the construction of the Parking Lot (as defined herein): (c) redeveloping the Property into an asphalt surface parking lot (the "Parking Lot") for use in connection with a multi- story, mixed-use retail and residential development to be constructed adjacent and attached to the baseball stadium located at 505 E Michigan Ave, Lansing, MI 48933 (the "Outfield Development Proms") (the work contemplated in the foregoing clauses (a), (b) and (c) shall be collectively referred to as the "Redevelopment Work"). Following the Commencement Date, Tenant and its subtenants shall be permitted to use the Property solely for the operation, maintenance, and periodic alteration and replacement of the Parking Lot, to serve the Developer Units (as defined in the CDA) only. 2. Property and Redevelopment Work 2.1 Commencing on the Commencement Date, Landlord leases the Property to Tenant and Tenant leases the Property from Landlord, for the entire Term, subject to the terms and conditions of this Lease. Tenant shall have inspected the Property and shall be satisfied with the condition of the Property as of the Commencement Date. Landlord and Tenant hereby agree and acknowledge that this Lease shall be effective as a valid and binding agreement between the parties as of the Lease Date, but Tenant shall have no duties, obligations or liabilities of any kind or nature arising hereunder until the occurrence of the Commencement Date. 2.2 The Redevelopment Work shall be completed substantially in accordance with certain plans, specifications, schedules, cost estimates and scenarios approved by Landlord and Tenant prior to the Commencement Date in accordance with the CDA. Landlord's and Tenant's obligations, covenants and commitments with respect to the performance of the Redevelopment Work and the allocation of costs associated therewith are more particularly set forth in that certain Comprehensive Development Agreement dated as of _, 20_ (the `CDA"), by and among Landlord, Tenant, Outfield Partners, LLC, a Michigan limited liability company ("Developer") and Take Me Out to the Ballgame Limited Liability Company, an Illinois limited liability company ("TMO"), It is the intent to the parties that at all times prior to the Commencement Date; only the CDA shall govern the parties' respective duties, obligations and liabilities with respect to the Redevelopment Work and the Parking Lot, and at all times after the Commencement Date, only this Lease shall govern the parties' respective duties and obligations with respect to the Redevelopment Work and the use and occupancy of the Parking Lot (except for the termination and substitute parking provisions referenced in Section 3.3 hereof, which shall be governed by Section_3(C) of the CDA). 3. Term 3.1 The Term of this Lease will commence on the Commencement Date and, unless sooner terminated in accordance with the provisions of this Lease, terminate on the Termination Date. 3.2 Landlord and Tenant hereby acknowledge and agree that Landlord has the option to terminate this Lease and the Parking Sublease Agreement pursuant to the terms and conditions of Section 3(Q of the CDA, and in the event of such termination, the Subtenant under the Parking Sublease Agreement shall have the option to lease certain Substitute Parking Areas (as defined by the CDA) in accordance with the terms of the CDA. 4. Rent 4.1 Tenant shall pay to Landlord the Annual Base Rent on the Commencement Date and on every anniversary of the Commencement Date during the Term. In addition to the Annual Base Rent, Tenant shall pay as additional rent (the "Additional Rent") certain charges designated in this Lease (Annual Base Rent and Additional Rent collectively the `'Rent"). 5. Taxes and Assessments 5.1 Tenant shall pay, before delinquent, all real estate taxes levied against the Property and payable during the Term of this Lease, together with installments of special assessments payable during the Term of this Lease. Real Estate taxes and installments of special assessments payable with respect to the calendar year in which this Lease is terminated shall be prorated and adjusted between Tenant and Landlord on a due date, paid in advance basis. 5.2 Tenant shall pay in full to the appropriate taxing authority, before delinquent, all municipal, county and state taxes assessed, levied or imposed upon Tenant's leasehold interest and all furniture, fixtures, machinery, equipment, apparatus, systems and all other personal property of any kind located at, placed in or used in connection with the Property or its operation. 3 14492260.2 6. Utilities 6.1 Tenant shall pay to the applicable service provider as and when they become due all charges directly for water, gas, heat, electricity, sewer; refuse collection, janitorial services, phone and other utilities used upon or furnished to the Property. Any and all security deposits required by the companies providing such utilities shall be the sole responsibility of Tenant. 7. Use of Property; Alterations 7.1 The Property shall be used and occupied for the Designated Use, and for no other purpose without the prior written consent of Landlord. T2 Tenant shall not use or permit any person to use the Property in any manner which violates federal, state or local laws, ordinances, rules, regulations or policies. 7.3 After the completion of the Redevelopment Work, Tenant shall have the right to alter, modify and improve the Property and improvements thereon as reasonably determined by Tenant from time to time, at its sole cost and expense and consistent with the permitted use of the Property. Landlord hereby consents that Tenant may erect a sign or signs on the Property, provided that the location of any such sign or signs will be in compliance with all laws, regulations and zoning ordinances. 7.4 Tenant shall operate and maintain the Property in accordance with all laws, regulations and zoning ordinances, and in accordance with best practices for similar parking lots. 8. Quiet Enjoyment 8.1 Tenant's quiet enjoyment of the Property will not be disturbed by Landlord, unless Tenant defaults in the performance of the covenants of this Lease and such default continues beyond any notice and cure period provided herein. 9. Services 9.1. Landlord shall not be liable for interruption in services caused by riots, strike, labor disputes, accidents or other cause beyond the control of Landlord, or for stoppages or interruptions of any services for the purpose of making necessary repairs or improvements. Failure, interruption or delay in furnishing services shall not be construed as an act of eviction against Tenant by Landlord nor shall such failure, interruption or delay in any way operate as a release from the prompt and punctual performance by Tenant of the covenants of this Lease. 10. Insurance 10.1 Throughout the Term, Tenant shall, at its own cost and expense, obtain and maintain in full force and effect: 4 (a) Workmen's Compensation Insurance in amounts as required by law; (b) Comprehensive public liability insurance covering the Premises in minimum limits of One Million Dollars ($1,000,000.00) per occurrence for general commercial liability, and Three Million Dollars ($3,000,000.00) for property damage, which insurance shall name Landlord as an additional insured thereunder; (c) during the course of work performed by Tenant on or about the Property after the Commencement Date, builder's completed value risk insurance against "all risks of physical loss," covering the total value of work performed and equipment, supplies and materials furnished; and (d) insurance with respect to all buildings, improvements, equipment and machinery constituting a part of the Parking Lot against loss or damage by perils customarily included under standard "all risk" policies, in an amount equal to one hundred percent (100%) of the then full replacement value (without deducting depreciation) of such buildings, improvements, equipment and machinery, including the cost of removal of debris. 10.2 Landlord and Tenant and all parties claiming under them mutually release and discharge each other from all claims and liabilities arising from or caused by any casualty or hazard to the extent covered or required hereunder to be covered in whole or in part by insurance on the Property or in connection with property on or activities conducted on the Property, and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof. 10.3 All insurance required to be maintained by Tenant hereunder shall be written by solvent insurance companies of recognized standing and licensed to do business in the State of Michigan. The Landlord, its elected officials, officers, employees, boards, commissions, authorities, voluntary associations, and any other units operating under the jurisdiction of the City and within appointment of its operating budget including the City of Lansing are named as additional insured and said coverage shall be considered to be the primary coverage rather than any policies and insurance or self-insurance retention owned or maintained by the Landlord. 11. Damage by Fire or Other Casualty 11.1. Tenant shall give immediate notice to Landlord of fire or other casualty at the Property. In the event of any fire or other casualty at the Property, Tenant shall be responsible for any repairs or restoration that Tenant deems necessary. There shall be no abatement of any payments due Landlord or otherwise payable by Tenant in the event of any fire or other casualty. Notwithstanding the foregoing, if such fire or other casualty renders the Property unfit for Tenant's operations, Tenant may terminate this Lease upon thirty (30) days notice to Landlord. 12. Repairs 12.1. Following the Commencement Date, Tenant shall, at its own expense, maintain and repair the Property and every part thereof in a manner reasonably acceptable to Tenant. Further, 5 14492260.2 following the Commencement Date, Tenant shall, at its own expense, maintain the Property in a clean and safe condition in accord with all federal, state and local laws ordinances and regulations, and the directions of any health officer, fire marshal, building inspector or other governmental agency having jurisdiction over the Property. Any alterations or modifications to the Property required by federal, state or local laws ordinances and regulations or changes thereto shall be Tenant's responsibility. Landlord has no obligation to maintain, repair or replace any portion of the Property, structural or otherwise. 12.2. Tenant shall repair all damage to the Property caused by the moving of Tenant's fixtures or personal property, or through the negligence or willful acts of Tenant, its agents or invitees. 12.3. There shall be no abatement in any payments due Landlord nor shall there be any liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making or failing to make any repairs, alterations, additions or improvements to any portion of the Property. 12.4. Tenant shall keep the Property free of liens for work claimed to have been done for, or materials furnished to, Tenant and will hold Landlord harmless from any liens which may be placed on the Property except those attributable to the acts of Landlord. In the event a construction or other lien shall be filed against the Property or Tenant's interest as a result of any work undertaken by Tenant, or as a result of any repairs or alterations made by Tenant, or any other act of Tenant, Tenant shall, within thirty (30) days after receiving notice of the lien, discharge or bond against such lien. In the event Tenant shall fail to discharge or bond against such lien, Landlord shall have the right, but not the obligation, to procure such discharge, and Tenant shall pay the cost of procuring such discharge to Landlord as additional rent within thirty (30) days of receipt of an invoice therefor. 13. Eminent Domain 13.1, If the Property or any portion of the Property is condemned or taken in any manner, including without limitation any conveyance in lieu of condemnation, for any public or quasi- public use ('Taken"), the Term of this Lease as to such portion Taken shall cease and terminate as of the date title is vested in the condemning authority. Tenant shall be responsible for any repairs made necessary by such Taking as reasonably determined by Tenant. In the event the Property or any portion is Taken, Tenant shall have no claim against Landlord for the value of any unexpired Term of this Lease or otherwise. 13.2. The whole of any award or compensation for any portion of the Property Taken, including the value of Tenant's leasehold interest under the Lease, shall be solely the property of Landlord except for any portions of such award relative to the Tenant's loss of the value of any improvements, trade fixtures or other personal property in or constructed by Tenant at the Property, or moving expenses. 14. Assignment or Subletting; Non-Disturbance to Subtenant 6 14.1. Tenant shall not sell, assign, mortgage, pledge, or, in any manner, transfer or encumber this Lease or any estate or interest hereunder, or sublet the Premises or any part thereof, without Landlord's advance written consent. Without limiting the generality of the foregoing, Landlord hereby consents to Tenant entering into a sublease of the Property with Developer pursuant to the terms and conditions contemplated by the CDA (the "Parking Sublease Agreement"), 14.2. Landlord hereby agrees and acknowledges that provided Developer is not in breach or default under any of the terms and conditions of the Parking Sublease Agreement beyond any applicable notice and cure period, then: 14.2.1 The right of possession of Developer to the Property and Developer's rights arising out of the Parking Sublease Agreement, subject to all the terms and conditions thereof, shall not be affected or disturbed by Landlord in the exercise of any of its rights under this Lease. 14.2.2 If Landlord terminates the Lease, the Parking Sublease Agreement shall not be terminated or affected thereby and the Parking Sublease Agreement shall continue in full force and effect as a direct lease between Developer and Landlord upon all the terms, covenants, conditions and agreements set forth in the Parking Sublease Agreement, with the Landlord receiving all rights and responsibilities of the Tenant, as the "Sublandlord" under the Parking Sublease Agreement, including the right to collect rent thereunder from Developer. The provisions of this Section 14.2 shall be self-operative and effective without the execution of any further instruments on the part of Developer, Landlord or Tenant. However, Landlord and Tenant agree to execute and deliver to the other, or to Developer or its lenders investors, purchasers, successors or assigns, such other customary instruments as either shall reasonably request in order to effectuate said provisions. 14.3 Landlord shall not sell, transfer, assign or encumber the Property or Landlord's interest in this Lease without Tenant's prior written consent, which may be withheld in Tenant's sole and absolute discretion. Notwithstanding the forgoing, the parties agree and acknowledge that the Landlord has certain rights to transfer the Property in conjunction with the Comprehensive Development Agreement, dated January 23, 2412 (the "Casino CDA"); provided, however, that any such transfers by the Landlord and the effects of such transfers on this Lease and the Parking Sublease Agreement shall be subject to the terms and conditions of the CDA as contemplated by Section 3.2 hereof. 15. Notice 15.1. All bills, notices, statements, communications or demands (collectively the "Notices") required under this Lease must be in writing. Any Notices required by this Lease will be deemed to have been duly and sufficiently given if a copy has been personally delivered or mailed by United States mail, postage prepaid or sent via courier service to the respective parties at the addresses listed below or to such other address as either party hereto may hereinafter designate in writing: 7 14492260 If to Landlord: City of Lansing Attn. Director, Department of Planning and Neighborhood Development, City of Lansing 316 N. Capitol Avenue, suite D-2 Lansing, Michigan 48933 With a copy to: City of Lansing Attn: City Attorney 124 W. Michigan Avenue Lansing, Michigan 48933 And a copy to: Miller, Canfield, Paddock and Stone, PLC Attn: G. Alan Wallace, Esq One Michigan Avenue, Suite 900 Lansing, Michigan 48933 If to Tenant: Lansing Brownfield Redevelopment Authority 1000 S. Washington Avenue Lansing, Michigan, 48933 Attention: Executive Director Notices may be given by an agent on behalf of Landlord or Tenant. If a notice is given by more than one method, it will be deemed received upon the earlier of the dates of receipt pursuant to this Section. If a notice is given to more than one recipient, it will be deemed received only upon the date of receipt by Landlord or Tenant, as the case may be, and not any other recipient. 16. Breach, Re-Entry, Termination 16.1. Each of the following shall be deemed an event of default by Tenant: (i) Tenant's failure to perform any of the covenants of this Lease for more than thirty (30) days after Tenant's receipt of written notice of such failure from Landlord, provided, however, if the default alleged is of such a nature that will reasonably require more than thirty (30) days to cure, then Tenant will have that period of time reasonably necessary to cure same, provided Tenant commences such cure within the initial thirty (30) days period and continues to diligently pursue such cure to completion; or (ii) if Tenant shall petition for relief under the bankruptcy laws, or shall make an assignment for the benefit of creditors, or if a receiver of any property of Tenant be appointed in any action, suit or proceeding by or against Tenant, or if Tenant shall admit to any creditor or to 8 Landlord that it is insolvent, or if the interest of Tenant in the Property shall be sold under execution or other legal process. 16.2. Upon the occurrence of an event of default, Landlord shall have the right to terminate the Lease, subject to the terms of Section 14.2 hereof. Landlord shall make its election to terminate known to Tenant by delivery of a notice of termination. 16.3. No receipt of money by Landlord from Tenant after the termination of this Lease shall reinstate, continue or extend the term, nor affect or waive any notice given by Landlord to Tenant prior to such receipt of money. 16.4. Should Landlord at any time terminate this Lease, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of any default, including the cost of recovering the Property and reasonable attorneys' fees, all of which amounts shall be immediately due and payable from Tenant to Landlord. In no event, however, will Tenant be liable for any consequential or speculative damages. 16.5. Except as specifically set forth in Section 3.2 hereof, the parties agree that from and after the Commencement Date, they shall rely solely upon the terms of this Lease to govern their relationship with respect to the Parking Lot. 16.6. One or more waivers of any covenant of the Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant and the consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed a waiver of Landlord's consent or approval to or of any subsequent similar act by Tenant. No breach of a covenant of this Lease shall be deemed to have been waived by Landlord, unless such waiver (i) is in writing signed by Landlord, (ii) identifies the breach and (iii) expressly states that it is a waiver of the identified breach. 16.7. No payment by Tenant or receipt by Landlord of a lesser amount than the stipulated Rent shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord shall accept such check or payment without prejudice to Landlord's right to recover the balance of the amount due or pursue any other remedy. 16.8. Notwithstanding anything to the contrary, Tenant acknowledges and agrees that its obligation to pay Rent under this Lease is an independent covenant, and that such obligation to pay is not subject to setoff or recoupment in connection with any action for summary proceedings to recover possession of the Property. 16.9. Landlord and Tenant hereby waive trial by jury in connection with any action for summary proceedings to recover possession of the Property. Further, Landlord and Tenant waive trial by jury in connection with any action arising out of or relating to the covenants of this Lease. 9 144922tio.2 16.10. Landlord and Tenant hereby represent that in the event an action for summary proceedings to recover possession of the Property is commenced, the amount set forth in this Lease shall be deemed reasonable Rent for the Property. 17. Tenant Remedies 17.1. A `Landlord Default" shall occur if Landlord fails to perform any of its covenants under this Lease and such failure continues for more than thirty (30) days after Landlord's receipt of written notice of such failure from Tenant, provided, however, if the default alleged is of such a nature that will reasonably require more than thirty (30) days to cure, then Landlord will have that period of time reasonably necessary to cure same, provided Landlord commences such cure within the initial thirty (30) days period and continues to diligently pursue such cure to completion. In the event of a Landlord's failure to cure any Default as required hereunder, Tenant may terminate this Lease upon written notice to Landlord, which termination will be effective as of the date stated in Tenant's notice and Tenant will thereafter be released of any and all liability hereunder or Tenant may cure such Landlord Default at Landlord's sole cost and expense. Any amount incurred by Tenant in curing such Landlord Default shall be due and payable from Landlord within thirty (30) days of receipt of an invoice and reasonable supporting documentation therefor. Tenant shall indemnify, defend and hold harmless Landlord and its agents, employees, visitors and contractors (except for loss or damage resulting from any acts of omissions of Landlord, its agents, employees, visitors and contractors) from and against any and all claims, actions, damages, liability and expense, including reasonable attorney fees, in connection with loss of life, personal property and/or damage to property arising from or out of Tenant's failure to comply with the terms of this Lease or occasioned wholly or in part by any act or omission of Tenant, its agents, employees, visitors and contractors. In no event, however, will Tenant be liable for any consequential or speculative damages. 18. Surrender of Property on Termination 18.1. Upon termination or expiration of this Lease, Tenant shall surrender the Property in the same condition as on the Commencement Date, reasonable wear and tear excepted. Any damage to the Property resulting from removal of trade fixtures or similar items shall be repaired at Tenant's expense. All expenses incurred by Landlord in connection with repairing or restoring the Property to the designated condition, together with the costs, if any, of removing any property of Tenant shall be invoiced to Tenant and be payable within thirty (30) days after receipt of invoice and all reasonable supporting documentation therefor. 19. Performance by Landlord of the Covenants of Tenant 19.1. If Tenant fails to pay any money or to perform any covenant required by this Lease, Landlord shall have the right, but not the obligation, to make such payment or perform such act. All sums so paid or incurred by Landlord and all reasonable incidental costs, including without limitation the cost of repair, maintenance or restoration of the Property, shall be deemed Additional Rent and shall be due and payable within thirty (30) days after Tenant's receipt of an invoice and all reasonable supporting documentation therefor. 10 20. Subordination; Estoppel Certificates 20.1. The Tenant acknowledges the Property is publicly owned and cannot be mortgaged or liened, , 20.2. Tenant and Landlord, within ten (10) business days after request by the other party hereto, will execute and deliver to the requesting party an estoppel certificate, in form reasonably acceptable to the requesting party, certifying; (i) the Commencement Date and Termination Date; (ii) that this Lease is unmodified and in full force and effect, or is in full force and effect as modified, stating the modifications; (Ili) that the Lease is not in default, or listing any such defaults and that the certifying party does not claim any rights of setoff, or listing such rights of setoff; (iv) the amount of Rent due as of the date of the certificate, the date to which the Rent has been paid in advance and the amount of prepaid Rent; and (v) to such other matters as may be reasonably requested by the requesting party. Any such certificate may be relied on by any prospective purchaser, mortgagee or lessor of the Property. 21, Holding Over 21.1. If Tenant remains in possession of the Property after the Termination Date, it will be deemed to be occupying the Property as a tenant from month to month, subject to all the covenants of this Lease. In no event shall Tenant be liable for any consequential or incidental damages as a result of holding over. 22. Tenant's Fixtures and Equipment 22.1 All fixtures, equipment, leasehold improvements and property of any nature which may be installed or placed in or upon the Property by Tenant shall remain the property of Tenant. Landlord waives any right it may have in said fixtures, equipment, leasehold improvements and property. Tenant may assign, lien, encumber, mortgage or create a security interest in or upon the leasehold interest created hereby and its equipment, fixtures, leasehold improvements or other property on or upon the Property without the consent of Landlord, and may remove said property at any time during the Term. 23, General 23.1. Time is of the essence in this Lease with respect to the performance of all covenants. 23.2. There are no representations with respect to the condition of the Property, rents, leases, expenses of operation or any other matter related to the Property except as expressly set forth in this Lease and the CDA, and no rights, easements or licenses are acquired by Tenant by implication or otherwise, except as may be required by the Michigan Department of Transportation. 11 14492260.2 23.3. Reference in this Lease to persons, entities and items have been generalized. Therefore, reference to a single person, entity or item will also mean more than one person, entity or thing whenever such usage is appropriate (for example, "Tenant" may include, if appropriate, a group of persons acting as a single entity, or as tenants-in-common). Similarly, pronouns of one gender should be considered interchangeable with pronouns of the other gender. 23.4. This Lease shall be binding on both Landlord and Tenant and their respective successors and assigns. 23.5 This Lease shall be governed in all respects, whether as to validity, construction, performance and otherwise, by the laws of the State of Michigan. 23.6. (a) Tenant hereby warrants and represents to Landlord that Tenant is validly organized and existing and authorized to do business under the laws of the State of Michigan, that Tenant has full power and lawful authority to enter into this Lease, and that the execution of this Lease by such individual is legally binding upon Tenant in accordance with its terms; and (b) Landlord hereby warrants and represents to Tenant that Landlord is validly organized and existing and authorized to do business under the laws of the State of Michigan, that Landlord has full power and lawful authority to enter into this Lease, and that the execution of this Lease by such individual is legally binding on Landlord in accordance with its terms. 23.7. If any covenant of this Lease shall be invalid, illegal or unenforceable, such covenant shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining covenants shall not in any way be affected or impaired. This Lease shall be construed as being jointly drafted by both Landlord and Tenant and shall not be construed to favor Landlord or Tenant. 23.8. Tenant will not record this Lease without the written consent of Landlord; provided, however, upon the request of either party hereto, the other party will join in the execution of a memorandum or so-called `short form" of this Lease for the purposes of recording. Said memorandum or short form of this Lease will describe the parties, the Property, the Term of this Lease, and will incorporate this Lease by reference. 23.9. Titles to Articles and Sections within this Lease have been included solely for the sake of convenient reference and are entirely without any substantive effect. 23.10. The terms, provisions and conditions of this Lease shall survive its termination with regard to insurance and indemnification provisions. 23.11. This Lease may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. [SIGNATURES ON THE FOLLOWING PAGES] 12 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective as of the Lease Date. LANDLORD: CITY OF LANSING, a Michigan municipal corporation By: Honorable Virg Bemero, Mayor Approved as to form: By: Janene McIntyre, Lansing City Attorney By: Miller Canfield Paddock and Stone, PLC G. Alan Wallace To extent required, I certify funds are available in account No.: Randy Endsley Its: Accounting Manager I hereby certify that on this day of 2014, before me, the subscriber, a Notary Public of the State aforesaid, personally appeared the Honorable Virg Bemero, the Mayor of the City of Lansing, a Michigan municipal corporation, and he being authorized so to do, executed the foregoing for the purposes therein contained on behalf of the City of Lansing as Mayor. Notary Public County, Acting in County My Commission Expires: 14492260.5 TENANT: LANSING BROWNFIELD REDEVELOPMENT AUTHORITY By: Printed: Its: I hereby certify that on this day of 2014, before me, the subscriber, a Notary Public of the State aforesaid, personally appeared , the of the Lansing Brownfield Redevelopment Authority, and he being authorized so to do, executed the foregoing for the purposes therein contained on behalf of said Authority as a duly authorized officer. Notary Public County, Acting in County My Commission Expires: S:lAttorney_Sta1f1CONTRACTSITMO LEASD2014 AIvIENDMENTTARKING LEASES\Cut ieid Partners-Prime Parking Lease(City of Lansing and LBRA)REVISED 4 29.14.docx EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 14492260.5 PLOT PLAN For: City of Lansing 316 N, Capitol Avenue, Ste D2 Lansing, MI 48933 LOT 2 S89`35'07"E 428.68' W— _ — _ -- _ - - _ - -- - - - LOT LINE LJ CO , PROPOSED CITY MAINTENANCE V) Ce u-) LOT GARAGE PARCEL co ' f 1.43 ACRES o �► z EAST LINE OF (62,682 S.F.) WEST LINE OF � CEDAR STREET LARCH STREETS < P.O.a. N89°21'51"W 3 428.65' i I� I Lq Cn 00 c I NOTES; 1) EASEMENTS, IF ANY, NOT SHOWN 2) ALL IMPROVEMENTS NOT SHOWN 3) A LOT SURVEY 15 REQUIRED FOR THE EXACT LOCATION OF THE f PROPERTY LINES, � l I W q 10q/}0 i I " ,LO I i f f0 z 1620,64' •� _— IV89'25'43"W ___�__.�f 981.30' CENTER OF SECTION EAST—WEST 1/4 LINE ECTI OF SON 16 F' —_ f— ' — 16, T4N, R2W MICHICAN AVENUE SECTION 16. T4NRR2W This plan was made at the direction of the parties hereon and Intended solely for their Immediate use and no survey has been made and no property lines were monumented, oil easements recorded or unrecorded may not be shown, unless specificolly noted, and no dimensions are Intended for use In establishing property lines. R - Recorded Distance INC. KYES ENGINEERING ����� M a Measured Distance �. BRYAN LAND SURVEYS �—� Propasad Parcel Line 2116 HASLETT ROAD, HASLETT, MI 48840 Distance Not to 5c®ia m PH, 517-339-1014 FAX. 517-339-8047 13432 PRES70N DRIVE, MARSHALL, MI 49058 Dock, Porch, Sidewalk, & Patio Araaa PH. 269-781-9800 FAX. 269-781-9805 I]RAWN BY KDG SECTION 16, T4N, R2W FIELD WORK BY ——— JCB NUMBER; SHEET 1 OF 2 84678.8ND-6 i PLOT PLAN For: City of Lansing 316 N. Capitol Avenue, Ste D2 Lansing, Ml 48933 Proposed Legal Description of City Maintenance Garage Parcel: A parcel of land in the Northeast 1/4 of Section 16, T4N, 132% City of Lensing, Ingham County, Michigan, being part of Lots 2 and 3, Block 244, Original Plat of the Town of Michigan, now City of Lansing, Michigan, according to the recorded plat thereof as recorded in Libor 2 of Plats, Pages 36--38, Ingham County Records, described as: Commencing at the East 1/4 corner of said Section 16; thence N89'25'43"W along the East—West 1/4 fine of said Section 16 a distance of 981.30 feet; thence NOO'37'58"E 889,50 feet to a point on the East line of Cedar Street and the point of beginning of this description; thence NOO'37'58"E along sold East line 145.40 feet; thence S89'35'07"E 428,68 feet to the West line of Larch Street; thence SOO'38'4-3"W along said West line 147.05 feet; thence N89`21'51"W 428.65 feet to the paint of beginning; said parcel containing 1.43 acres more or less (62,682 square feet); said parcel subject to any vacated streets or alleys; said parcel subject to any streets or alleys not vacated; said parcel subject to all easements and restrictions if any. I an S. Pascoe Date: I Professional Surveyor No. 54434 it OF IMWI . PASCOE PROFESSIONAL ; 0 sn : SURVEYOR Y! 3 a NO. 3 �0., 54434 . � A�°F�sstiaNa I i i E®�! C KYES ENGINEERING ! ® BRYAN LAND S(JRVM 2116 HASLETT ROAD, HASLETT, Ml 48840 PH. 517-339-1014 FAX. 517--339-9047 13432 PRESTON DRIVE. MARSHAU, All 49088 Phi. 269-781-9800 FAX, 269-781-9805 DRAWN BY KDE3 SECTION 16, T4•14, R2W F[ELD WORE{ BY ——— JOB NUMBER: SHEET 2 OF 2 84678.13ND-8 EXHIBIT "E-2" SUB-PARKING LEASE PARKING SUBLEASE AGREEMENT THIS PARKING SUBLEASE AGREEMENT (this "Sublease") is made by and between Sublandlord and Subtenant effective as of the Sublease Date, who agree as follows: 1. Basic Sublease Provisions 1.1 Sublandlord: Lansing Brownfield Redevelopment Authority 1.2 Sublandlord's Office: 1000 S. Washington Avenue, Lansing, MI 48910 1.3 Subtenant: Outfield Partners, LLC, a Michigan limited liability company 1.4 Sublease Date: 20_ 1.5 Property: The real property described in Exhibit A to this Sublease, together with all rights, covenants, rights of way and appurtenances belonging or in any way appertaining thereto 1.6 Term: Twenty (20) Lease Years, subject Subtenant's exercise of the Renewal Terms (as defined herein) and the early termination rights as provided herein. A"Lease Year" shall mean a consecutive twelve (12) month period, with the first Lease Year commencing on the Commencement Date and continuing for twelve (12) full calendar months thereafter and including any partial calendar month in which the Commencement Date falls. L7 Commencement Date: The date upon which the Outfield Development Project has been substantially completed within the meaning of Section 5 of the CDA (as defined herein), or such earlier date as may be agreed upon in writing between Sublandlord and Subtenant. 1.8 Termination Date: The last day of twentieth (20'h) Lease Year of the Term, subject to Subtenant's exercise of the Renewal Terms (as defined herein) and the early termination rights as provided herein 1.9 Annual Base Rent: Fifteen Thousand and No/100 Dollars ($15,000.00) per Lease Year (as defined herein) for each Lease Year during the Initial Term (as defined herein); Annual Base Rent payable during the Renewal Terms shall be as set forth in Section 4 hereof 14 499766.1 1.10 Designated Use: Prior to the Commencement Date and subject to and in accordance with the terms of the CDA, Subtenant shall be permitted to use the Property, or permit the use of the Property by its nominees or invitees, or by other parties to the CDA in accordance with the terms thereof, for the purposes of: (a) demolishing all existing structures located on the Property as of the Sublease Date; (b) remediation and disposal of any hazardous materials located on the Property to the extent necessary or appropriate in connection with the construction of the Parking Lot (as defined herein); and (c) redeveloping the Property into an asphalt surface parking lot (the "ParkinZ Lot") for use in connection with a multi-story, mixed-use retail and residential development to be constructed adjacent and attached to the baseball stadium located at 505 E Michigan Ave, Lansing, MI 48933 (the "Outfield Develo ment Project") (the work contemplated in the foregoing clauses (a), (b) and (c) shall be collectively referred to as the "Redevelopment Work"). Following the Commencement Date, Subtenant shall be permitted to use the Property solely for the operation, maintenance, and periodic alteration and replacement of the Parking Lot (in accordance with Section 7.3 hereof), to serve the Developer Units (as defined in the CDA) only. 1.11 Operations Costs: Commencing on the Commencement Date, Subtenant shall be responsible for all ongoing operational costs for the Parking Lot including, but not limited to taxes, fees, assessments, utilities expenses, maintenance costs, and any alterations or modifications costs in accordance with Sections 5, 6 and 12 of this Sublease. 2. Property, Redevelopment Work and Prime Lease 2.1 Commencing on the Commencement Date, Sublandlord subleases the Property to Subtenant and Subtenant subleases the Property from Sublandlord, for the entire Term, subject to the terms and conditions of this Sublease. Subtenant shall have inspected the Property and shall be satisfied with the condition of the Property as of the Commencement Date. Sublandlord and Subtenant hereby agree and acknowledge that this Sublease shall be effective as a valid and binding agreement between the parties as of the Sublease Date, but Subtenant shall have no duties, obligations or liabilities of any kind or nature arising hereunder until the occurrence of the Commencement Date. 2 2.2 The Redevelopment Work shall be completed substantially in accordance with certain plans, specifications, schedules, cost estimates and scenarios approved by Sublandlord and Subtenant prior to the Commencement Date in accordance with the CDA. Sublandlord's and Subtenant's obligations, covenants and commitments with respect to the performance of the Redevelopment Work and the allocation of costs associated therewith are more particularly set forth in that certain Comprehensive Development Agreement dated as of 20_ (the "CDA"), by and among Sublandlord, Subtenant, the City of Lansing, Michigan (the "City") and Take Me Out to the Ballgame Limited Liability Company, an Illinois limited liability company ("TMO"). It is the intent to the parties that at all times prior to the Commencement Date, only the CDA shall govern the parties' respective duties, obligations and liabilities with respect to the Redevelopment Work and the Parking Lot, and at all times after the Commencement Date, only this Sublease shall govern the parties' respective duties and obligations with respect to the Redevelopment Work and the use and occupancy of the Parking Lot (except for the termination and substitute parking provisions referenced in Section 3.3 hereof, which shall be governed by Section 3(C) of the CDA). Therefore, if at any time prior to the Commencement Date, the CDA is terminated pursuant to the terms thereof, then either Sublandlord or Subtenant shall have the right, but not the obligation, to terminate this Sublease by written notice to the other party. Following the Commencement Date, no termination or default of any kind or nature, nor any failure by any party to perform its obligations under the CDA, shall constitute a default under this Sublease, or give rise to a termination right or the exercise of any other rights or remedies under this Sublease by any party hereto. 2.3 Sublandlord leases the Property from the City pursuant to that certain Parking Lease Agreement of even date herewith between Sublandlord and the City (the "Prime Lease"). This Sublease and all the rights of parties hereunder are subject and subordinate to the Prime Lease. In furtherance of the foregoing, the parties hereby confirm, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Prime Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Prime Lease which by their nature are intended to benefit the party in possession of the Property, Sublandlord and Subtenant hereby agree as follows: (a) Sublandlord shall pay, when and as due, all rent; additional rent and other costs, charges or expenses of any kind or nature under the Prime Lease directly to the City; and (b) Except as otherwise expressly provided herein, Subtenant shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the Prime Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Property. 3. Term 3.1 The initial term of this Sublease the "Initial Term") will commence on the Commencement Date and, unless sooner terminated or extended in accordance with the provisions of this Sublease, terminate on the Termination Date. 3 ]4499766.1 3.2 Provided there is no existing event of default by Subtenant under this Sublease, Subtenant shall have five (5) successive options to extend the current Term of this Sublease, each for a period of ten (10) years (each such option being a "Renewal Term"). Subtenant shall exercise each Renewal Term by providing written notice of such exercise to Sublandlord prior to the expiration of the then current Term; provided, however, that if Subtenant fails to exercise a Renewal Term prior to the expiration of the then current Term, Sublandlord shall provide written notice of such failure to Subtenant and Subtenant shall have a period of sixty (60) days following its receipt of Sublandlord's notice in which to exercise the Renewal Term. All terms and conditions of this Sublease shall govern each Renewal Term with the exception of Annual Base Rent, which shall adjust as provided in Section 4 during each Renewal Term. The Initial Term, as it may be extended by one or more Renewal Terms as provided herein, shall collectively be referred to as the "Term". 3.3 Sublandlord and Subtenant hereby acknowledge and agree that the City has the option to terminate the Prime Lease and this Sublease pursuant to the terms and conditions of Section 3(Q of the CDA, and in the event of such termination, the Developer shall have the option to lease certain Substitute Parking Areas (as defined by the CDA) in accordance with the terms of the CDA. 4. Rent 4.1 Subtenant shall pay to Sublandlord the Annual Base Rent on the Commencement Date and on every anniversary of the Commencement Date during the Term. In addition to the Annual Base Rent, Subtenant shall pay as additional rent (the "Additional Rent") certain charges designated in this Sublease (Annual Base Rent and Additional Rent collectively the `Rent"). 4.2 If Subtenant exercises the first Renewal Term as contemplated herein, the Annual Base Rent payable by Subtenant for each Lease Year of that first Renewal Term shall be increased by the lesser of: (a) fifty percent (50%) of the Annual Base Rent payable during the Initial Term; or (b) a fraction, the numerator of which is the CPI (as defined herein) most recently published prior to the end of the immediately preceding Lease Year and the denominator of which is the CPI most recently published prior to the Commencement Date. For purposes of clarity, the escalation of Annual Base Rent during the first Renewal Term shall occur only in the first Lease Year of the first Renewal Term and the Annual Base Rent shall remain fixed for the remainder of the first Renewal Term. 4.3 If Subtenant exercises the second Renewal Term as contemplated herein, and for each Renewal Term exercised by Subtenant thereafter, the Annual Base Rent payable by Subtenant for that Renewal Term shall be increased by the lesser of: (a) twenty-five percent (25%) of the Annual Base Rent payable during the immediately preceding Renewal Term; or (b) a fraction, the numerator of which is the CPI (as defined herein) most recently published prior to the end of the immediately preceding Lease Year and the denominator of which is the CPI most recently published prior to the first Lease Year of the immediately preceding Renewal Term. For purposes of clarity, the escalation of Annual Base Rent during the second Renewal Term and each 4 Renewal Term thereafter shall occur only in the first Lease Year of the Renewal Term and the Annual Base Rent shall remain fixed for the remainder of the Renewal Term. 4.4 "CPT" shall mean the Consumers Price Index published by the United States Department of Labor, Bureau of Labor Statistics for "Urban Wage Earnest and Clerical Workers/Revised, United States City Average (1982-84=100)". If the CPI is not published by the Bureau of Labor Statistics or another governmental agency at any time during the Term, then the foregoing calculations shall be made using the most closely comparable statistics on the purchasing power of the consumer dollar as published by a responsible financial authority as selected by Subtenant. 5. Taxes and Assessments 5.1 Following the Commencement Date, Subtenant shall pay, before delinquent, all real estate taxes levied against the Property and payable during the Term of this Sublease, together with installments of special assessments payable during the Term of this Sublease. Real Estate taxes and installments of special assessments payable with respect to the calendar year in which this Sublease is terminated shall be prorated and adjusted between Subtenant and Sublandlord on a due date, paid in advance basis. 5.2 Following the Commencement Date, Subtenant shall pay in full to the appropriate taxing authority, before delinquent, all municipal, county and state taxes assessed, levied or imposed upon Subtenant's subleasehold interest and all furniture, fixtures, machinery, equipment, apparatus, systems and all other personal property of any kind located at, placed in or used in connection with the Property or its operation. 6. Utilities 6.1 Following the Commencement Date, Subtenant shall pay to the applicable service provider as and when they become due all charges directly for water, gas, heat, electricity, sewer, refuse collection, janitorial services, phone and other utilities used upon or furnished to the Property. Any and all security deposits required by the companies providing such utilities shall be the sole responsibility of Subtenant. 7. Use of Property; Alterations 7.1 The Property shall be used and occupied for the Designated Use, and for no other purpose without the prior written consent of Sublandlord. 7.2 Subtenant shall not use or permit any person to use the Property in any manner which violates federal, state or local laws ordinances, rules, regulations or policies. 7.3 After the completion of the Redevelopment Work, Subtenant shall have the right to alter, modify and improve the Property and improvements thereon as reasonably determined by Subtenant from time to time, at its sole cost and expense and consistent with the permitted use of 5 14499766.1 the Property. Sublandlord hereby consents that Subtenant may erect a sign or signs on the Property, provided that the location of any such sign or signs will be in compliance with all laws, regulations and zoning ordinances. 7.4 Subtenant shall operate and maintain the Property in accordance with all laws, regulations and zoning ordinances, and in accordance with best practices for similar parking lots. 8. Quiet Enjoyment 8.1 Subtenant's quiet enjoyment of the Property will not be disturbed by Sublandlord, unless Subtenant defaults in the performance of the covenants of this Sublease and such default continues beyond any notice and cure period provided herein. 9. Services 9.1. Sublandlord shall not be liable for interruption in services caused by riots, strike, labor disputes, accidents or other cause beyond the control of Sublandlord, or for stoppages or interruptions of any services for the purpose of making necessary repairs or improvements. Failure, interruption or delay in furnishing services shall not be construed as an act of eviction against Subtenant by Sublandlord nor shall such failure, interruption or delay in any way operate as a resublease from the prompt and punctual performance by Subtenant of the covenants of this Sublease. 10. Insurance 10.1 Throughout the Term, Subtenant shall, at its own cost and expense, obtain and maintain in full force and effect: (a) Workmen's Compensation Insurance in amounts as required by law; (b) Comprehensive public liability insurance covering the Premises in minimum limits of One Million Dollars ($1,000,000.00) per occurrence for general commercial liability, and Three Million Dollars ($3,000,000.00) for property damage, which insurance shall name Sublandlord as an additional insured thereunder; (c) during the course of work performed by Subtenant on or about the Property after the Commencement Date, builder's completed value risk insurance against "all risks of physical loss," covering the total value of work performed and equipment, supplies and materials furnished; and (d) insurance with respect to all buildings, improvements, equipment and machinery constituting a part of the Parking Lot against loss or damage by perils customarily included under standard gall risk" policies, in an amount equal to one hundred percent (100%) of the then full replacement value (without deducting depreciation) of such buildings, improvements, equipment and machinery, including the cost of removal of debris. 6 10.2 Sublandlord and Subtenant and all parties claiming under them mutually release and discharge each other from all claims and liabilities arising from or caused by any casualty or hazard to the extent covered or required hereunder to be covered in whole or in part by insurance on the Property or in connection with property on or activities conducted on the Property, and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof. 10.3 All insurance required to be maintained by Subtenant hereunder shall be written by solvent insurance companies of recognized standing and licensed to do business in the State of Michigan. The Sublandlord and the City, and their respective elected officials, officers, employees, boards, commissions, authorities, voluntary associations, and any other units operating under the jurisdiction of the City and within appointment of its operating budget including the City of Lansing shall be named as additional insureds and said coverage shall be considered to be the primary coverage rather than any policies and insurance or self-insurance retention owned or maintained by the Sublandlord or City. 11. Damage by Fire or Other Casualty 11.1. Subtenant shall give immediate notice to Sublandlord of fire or other casualty at the Property. In the event of any fire or other casualty at the Property, Subtenant shall be responsible for any repairs or restoration that Subtenant deems necessary or appropriate as to the continuance of the Designated Use. There shall be no abatement of any payments due Sublandlord or otherwise payable by Subtenant in the event of any fire or other casualty. Notwithstanding the foregoing, if such fire or other casualty renders the Property unfit for Subtenant's operations, Subtenant may terminate this Sublease upon thirty (30) days notice to Sublandlord. 12. Repairs 12.1. Following the Commencement Date, Subtenant shall, at its own expense, maintain and repair the Property and every part thereof in a manner reasonably acceptable to Subtenant. Further, following the Commencement Date, Subtenant shall, at its own expense, maintain the Property in a clean and safe condition in accord with all federal, state and local laws ordinances and regulations, and the directions of any health officer, fire marshal, building inspector or other governmental agency having jurisdiction over the Property. Any alterations or modifications to the Property required by federal, state or local laws ordinances and regulations or changes thereto shall be Subtenant's responsibility. Sublandlord has no obligation to maintain, repair or replace any portion of the Property, structural or otherwise. 12.2. Subtenant shall repair all damage to the Property caused by the moving of Subtenant's fixtures or personal property, or through the negligence or willful acts of Subtenant, its agents or invitees. 12.3. There shall be no abatement in any payments due Sublandlord nor shall there be any liability on the part of Sublandlord by reason of inconvenience, annoyance or injury to business 14499766.1 arising from Sublandlord. Subtenant or others making or failing to make any repairs, alterations, additions or improvements to any portion of the Property. 12A. Subtenant shall keep the Property free of liens for work claimed to have been done for, or materials furnished to, Subtenant and will hold Sublandlord harmless from any liens which may be placed on the Property except those attributable to the acts of Sublandlord. In the event a construction or other lien shall be filed against the Property or Subtenant's interest as a result of any work undertaken by Subtenant, or as a result of any repairs or alterations made by Subtenant, or any other act of Subtenant, Subtenant shalt, within thirty (30) days after receiving notice of the lien, discharge or bond against such lien. In the event Subtenant shall fail to discharge or bond against such lien, Sublandlord shall have the right, but not the obligation, to procure such discharge, and Subtenant shall pay the cost of procuring such discharge to Sublandlord as additional rent within thirty (30) days of receipt of an invoice therefor. 13. Eminent Domain 13.1. If the Property or any portion of the Property is condemned or taken in any manner, including without limitation any conveyance in lieu of condemnation, for any public or quasi- public use ("Taken"), the Term of this Sublease as to such portion Taken shall cease and terminate as of the date title is vested in the condemning authority. Subtenant shall be responsible for any repairs made necessary by such Taking as reasonably determined by Subtenant. In the event the Property or any portion is Taken, Subtenant shall have no claim against Sublandlord for the value of any unexpired Term of this Sublease or otherwise. 13.2. The whole of any award or compensation for any portion of the Property Taken, including the value of Subtenant's subleasehold interest under the Sublease, shall be solely the property of Sublandlord except for any portions of such award relative to the Subtenant's loss of the value of any improvements, trade fixtures or other personal property in or constructed by Subtenant at the Property, or moving expenses. 14. Assignment or Subletting; Non-Disturbance to Subsubtenant 14.1. Subtenant shall not have the right to sell, assign, mortgage, pledge, or, in any manner, transfer or encumber this Sublease or any estate or interest hereunder, or sublet the Premises or any part thereof, without Sublandlord's and Prime Lease Landlord's advance written consent. Nothing herein shall encumber the Subtenant from using the property for tenants or customers of the private Developer Units of the Outfield Development Project. 14.2 Except for the rights of Sublandlord and the City set forth in the Comprehensive Development Agreement, dated January 23, 2012 (the "Casino CDA"), Sublandlord shall not sell, transfer, assign or encumber the Property or Sublandlord's interest in this Sublease or the Prime Lease without Subtenant's prior written consent, which may be withheld in Subtenant's sole and absolute discretion; provided, however, that any such sale, transfer, assignment or encumbrance of the Property by the Sublandlord or the City pursuant to the Casino CDA and the 8 effects of such transfers on this Sublease shall be subject to Subtenant's rights as to Substitute Parking Areas as contemplated by the CDA and the other terms and conditions of the CDA. 15. Notice 15.1. All bills, notices, statements, communications or demands (collectively the "Notices") required under this Sublease must be in writing. Any Notices required by this Sublease will be deemed to have been duly and sufficiently given if a copy has been personally delivered or mailed by United States mail, postage prepaid or sent via courier service to the respective parties at the addresses listed below or to such other address as either party hereto may hereinafter designate in writing: If to Sublandlord: Lansing Brownfield Redevelopment Authority 1000 S. Washington Avenue Lansing, Michigan, 48910 Attention: Chief Financial Officer If to the Subtenant: Outfield Partners, LLC 330 Marshall Street Suite 100 Lansing, Michigan 48912 Attention: Patrick K. Gillespie And copy to: Honigman, Miller, Schwartz & Cohn LLP 350 East Michigan Avenue Suite 300 Kalamazoo, Michigan 49007 Attention: J. Patrick Lennon, Esq. Notices may be given by an agent on behalf of Sublandlord or Subtenant. If a notice is given by more than one method, it will be deemed received upon the earlier of the dates of receipt pursuant to this Section. If a notice is given to more than one recipient, it will be deemed received only upon the date of receipt by Sublandlord or Subtenant, as the case may be, and not any other recipient. 16. Breach, Re-Entry, Termination 16.1. Each of the following shall be deemed an event of default by Subtenant: (i) Subtenant's failure to perform any of the covenants of this Sublease for more than thirty (30) days after 9 14499766,1 Subtenant's receipt of written notice of such failure from Sublandlord, provided, however, if the default alleged is of such a nature that will reasonably require more than thirty (30) days to cure, then Subtenant will have that period of time reasonably necessary to cure same, provided Subtenant commences such cure within the initial thirty (30) days period and continues to diligently pursue such cure to completion; or (ii) if Subtenant shall petition for relief under the bankruptcy laws, or shall make an assignment for the benefit of creditors, or if a receiver of any property of Subtenant be appointed in any action, suit or proceeding by or against Subtenant, or if Subtenant shall admit to any creditor or to Sublandlord that it is insolvent, or if the interest of Subtenant in the Property shall be sold under execution or other legal process. 16.2. Upon the occurrence of an event of default, Sublandlord shall have the right to terminate the Sublease. Sublandlord shall make its election to terminate known to Subtenant by delivery of a notice of termination. 16.3. No receipt of money by Sublandlord from Subtenant after the termination of this Sublease shall reinstate, continue or extend the term, nor affect or waive any notice given by Sublandlord to Subtenant prior to such receipt of money. 16.4. Should Sublandlord at any time terminate this Sublease as a result of a Subtenant default, in addition to any other remedies it may have, it may recover from Subtenant all actual, out of pocket damages it may incur by reason of any default, including the cost of recovering the Property, all of which amounts shall be immediately due and payable from Subtenant to Sublandlord. In no event, however, will Subtenant be liable for any of Sublandlord's attorney's fees, or any consequential or speculative damages. 16.5. Except as specifically set forth in Section 3.3 hereof, the parties agree that from and after the Commencement Date, they shall rely solely upon the terms of this Sublease to govern their relationship with respect to the Parking Lot. 16.6. One or more waivers of any covenant of the Sublease by either party shall not be construed as a waiver of a subsequent breach of the same covenant and the consent or approval by Sublandlord to or of any act by Subtenant requiring Sublandlord's consent or approval shall not be deemed a waiver of Sublandlord's consent or approval to or of any subsequent similar act by Subtenant. No breach of a covenant of this Sublease shall be deemed to have been waived by Sublandlord, unless such waiver (i) is in writing signed by Sublandlord, (ii) identifies the breach and (iii) expressly states that it is a waiver of the identified breach. 16.7. No payment by Subtenant or receipt by Sublandlord of a lesser amount than the stipulated Rent shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Sublandlord shall accept such check or payment without prejudice to Sublandlord's right to recover the balance of the amount due or pursue any other remedy. 10 16.8. Notwithstanding anything to the contrary, Subtenant acknowledges and agrees that its obligation to pay Rent under this Sublease is an independent covenant, and that such obligation to pay is not subject to setoff or recoupment in connection with any action for summary proceedings to recover possession of the Property. 16.9. Sublandlord and Subtenant hereby waive trial by jury in connection with any action for summary proceedings to recover possession of the Property, Further, Sublandlord and Subtenant waive trial by jury in connection with any action arising out of or relating to the covenants of this Sublease. 16.10. Sublandlord and Subtenant hereby represent that in the event an action for summary proceedings to recover possession of the Property is commenced, the amount set forth in this Sublease shall be deemed reasonable Rent for the Property. 17. Subtenant Remedies 17.1. A "Sublandlord Default" shall occur if Sublandlord fails to perform any of its covenants under this Sublease and such failure continues for more than thirty (30) days after Sublandlord's receipt of written notice of such failure from Subtenant, provided, however, if the default alleged is of such a nature that will reasonably require more than thirty (30) days to cure, then Sublandlord will have that period of time reasonably necessary to cure same, provided Sublandlord commences such cure within the initial thirty (30) days period and continues to diligently pursue such cure to completion. In the event of a Sublandlord's failure to cure any Default as required hereunder, Subtenant may terminate this Sublease upon written notice to Sublandlord, which termination will be effective as of the date stated in Subtenant's notice and Subtenant will thereafter be released of any and all liability hereunder or Subtenant may cure such Sublandlord Default at Sublandlord's sole cost and expense. Any amount incurred by Subtenant in curing such Sublandlord Default shall be due and payable from Sublandlord within thirty (30) days of receipt of an invoice and reasonable supporting documentation therefor. Should Subtenant at any time terminate this Sublease as a result of a Sublandlord Default, in addition to any other remedies it may have, it may recover from Sublandlord all actual, out of pocket damages it may incur by reason of any default, all of which amounts shall be immediately due and payable from Sublandlord to Subtenant. In no event, however, will Sublandlord be liable for any of Subtenant's attorney's fees, or any consequential or speculative damages. 18. Surrender of Property on Termination 18.1. Upon termination or expiration of this Sublease, Subtenant shall surrender the Property in the same condition as on the Commencement Date, reasonable wear and tear excepted. Any damage to the Property resulting from removal of trade fixtures or similar items shall be repaired at Subtenant's expense. All expenses incurred by Sublandlord in connection with repairing or restoring the Property to the designated condition, together with the costs, if any, of removing any property of Subtenant shall be invoiced to Subtenant and be payable within thirty (30) days after receipt of invoice and all reasonable supporting documentation therefor. 11 14499766.1 19. Performance by Sublandlord of the Covenants of Subtenant 19.1. If Subtenant fails to pay any money or to perform any covenant required by this Sublease, Sublandlord shall have the right, but not the obligation, to make such payment or perform such act. All sums so paid or incurred by Sublandlord and all reasonable incidental costs, including without limitation the cost of repair, maintenance or restoration of the Property, shall be deemed Additional Rent and shall be due and payable within thirty (30) days after Subtenant's receipt of an invoice and all reasonable supporting documentation therefor. 20. Subordination; Estoppel Certificates 20.1. This Sublease shall be subject and subordinate to the lien of any mortgage or mortgages and all renewals, modifications, consolidations, replacements and extensions of any mortgage or mortgages, hereafter placed upon Sublandlord's interest in the Property, provided that Subtenant first receives a non-disturbance agreement reasonably acceptable to Subtenant, recognizing all of Subtenant's rights under this Sublease, and signed by the holder of any mortgage upon the Property. 20.2. If any proceedings are brought for foreclosure, or in the event of the conveyance by deed in lieu of foreclosure, or in the event of the exercise of the power of sale, Subtenant hereby attorns to, and shall execute any instrument in writing reasonably satisfactory to the new owner, attorning to such successor in interest and recognizing such successor as Sublandlord under this Sublease. 20.3. Subtenant and Sublandlord, within ten (10) business days after request by the other party hereto, will execute and deliver to the requesting party an estoppel certificate, in form reasonably acceptable to the requesting party, certifying; (i) the Commencement Date and Termination Date; (ii) that this Sublease is unmodified and in full force and effect, or is in full force and effect as modified, stating the modifications; (iii) that the Sublease is not in default, or listing any such defaults and that the certifying party does not claim any rights of setoff, or listing such rights of setoff; (iv) the amount of Rent due as of the date of the certificate, the date to which the Rent has been paid in advance and the amount of prepaid Rent; and (v) to such other matters as may be reasonably requested by the requesting party. Any such certificate may be relied on by any prospective purchaser, mortgagee or lessor of the Property. 21. Holding Over 21.1. If Subtenant remains in possession of the Property after the Termination Date, it will be deemed to be occupying the Property as a subtenant from month to month, subject to all the covenants of this Sublease. In no event shall Subtenant be liable for any consequential or incidental damages as a result of holding over. 22. Subtenant's Fixtures and Equipment 12 22.1 All fixtures, equipment, subleasehold improvements and property of any nature which may be installed or placed in or upon the Property by Subtenant shall remain the property of Subtenant. Sublandlord waives any right it may have in said fixtures, equipment, subleasehold improvements and property. Subtenant may assign, lien, encumber, mortgage or create a security interest in or upon the subleasehold interest created hereby and its equipment, fixtures, subleasehold improvements or other property on or upon the Property without the consent of Sublandlord, and may remove said property at any time during the Term. 23. General 23.1. Time is of the essence in this Sublease with respect to the performance of all covenants. 23.2. There are no representations with respect to the condition of the Property, rents, subleases, expenses of operation or any other matter related to the Property except as expressly set forth in this Sublease and the CDA, and no rights, easements or licenses are acquired by Subtenant by implication or otherwise. 23.3. Reference in this Sublease to persons, entities and items have been generalized. Therefore, reference to a single person, entity or item will also mean more than one person, entity or thing whenever such usage is appropriate (for example, "Subtenant" may include, if appropriate, a group of persons acting as a single entity, or as subtenants-in-common). Similarly, pronouns of one gender should be considered interchangeable with pronouns of the other gender. 23.4. This Sublease shall be binding on both Sublandlord and Subtenant and their respective successors and assigns. 23.5 This Sublease shall be governed in all respects, whether as to validity, construction, performance and otherwise, by the laws of the State of Michigan. 23.6. (a) Subtenant hereby warrants and represents to Sublandlord that Subtenant is validly organized and existing and authorized to do business under the laws of the State of Michigan, that Subtenant has full power and lawful authority to enter into this Sublease, and that the execution of this Sublease by such individual is legally binding upon Subtenant in accordance with its terms; and (b) Sublandlord hereby warrants and represents to Subtenant that Sublandlord is validly organized and existing and authorized to do business under the laws of the State of Michigan, that Sublandlord has full power and lawful authority to enter into this Sublease, and that the execution of this Sublease by such individual is legally binding on Sublandlord in accordance with its terms. 23.7. If any covenant of this Sublease shall be invalid, illegal or unenforceable, such covenant shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining covenants shall not in any way be affected or impaired. This Sublease shall be construed as being jointly drafted by both Sublandlord and Subtenant and shall not be construed to favor Sublandlord or Subtenant. 1J 14499766.1 23.8. Subtenant will not record this Sublease without the written consent of Sublandlord; provided, however, upon the request of either party hereto, the other party will join in the execution of a memorandum or so-called "short form" of this Sublease for the purposes of recording. Said memorandum or short form of this Sublease will describe the parties, the Property, the Term of this Sublease, and will incorporate this Sublease by reference. 23.9. Titles to Articles and Sections within this Sublease have been included solely for the sake of convenient reference and are entirely without any substantive effect. 23.10. The terms, provisions and conditions of this Sublease shall survive its termination. 23.11. This Sublease may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. [SIGNATURES ON THE FOLLOWING PAGES] 14 IN WITLESS WHEREOF, Sublandlord and Subtenant have executed this Sublease effective as of the Sublease Date. SUBLANDLORD: LANSING BROWNFIELD REDEVELOPMENT AUTHORITY By: Printed: Its: I hereby certify that on this day of 2014, before me, the subscriber, a Notary Public of the State aforesaid, personally appeared , the of the Lansing Brownfield Redevelopment Authority, and he being authorized so to do, executed the foregoing for the purposes therein contained on behalf of said Authority as a duly authorized officer. Notary Public County, Acting in County My Commission Expires: [4499766.4 SUBTENANT: OUTFIELD PARTNERS, LLC, a Michigan limited liability company By: Printed: Its: I hereby certify that on this day of 2014, before me, the subscriber, a Notary Public of the State aforesaid, personally appeared , the of Outfield Partners, LLC, a Michigan limited liability company, and he being authorized so to do, executed the foregoing for the purposes therein contained on behalf of said company as a duly authorized officer. Notary Public County, Acting in County My Commission Expires: EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 14499766.4 I PLOT PLAN For: City of Lansing 316 N, Capitol Avenue, Ste D2 Ltarising, MI 48933 LOT 2 S89'35'07®C 428.58' w -- - ---- - -- - -- _ - -- -- - W LOT LINE L Ld PROPOSED CITY IY_ O MAINTENANCE � LOT GARAGE PARCEL � � � �! Ly o ±1.43 ACRES . z EAST LINE OF (62,682 S.F.) � 0 CEDAR STREET 'NEST LINE OF N x W LARCH STREET--. Q U P.C.3. N89'21'51"W 3 428.65' J ILq 0) ao Qa NOTES 1) EASEMENTS, IF ANY, NOT SHOWN � 2) ALL IMPROVEMENTS NOT SHOWN 3) A LOT SURVEY IS REQUIRED FOR THE EXACT LOCATION OF THE PROPERTY LINES. €€W 100, I� 0 z 1620.64- r r N89'25'43"W CENTER OF SECTION FAST--WEST 1/4 LINE OF SECTION 16 16, T4N, R2W N1I CH I GAN AVENUE SECTION 16 CORNER R2W This plan was made at the dlrecticn of the parties hereon and intended solely For their Immediate use and no survey hqs been made and no property lines were monumented, all easements retarded or unrecorded may not be shown, unless specifically noted, and no dimensions are Intended for use In establishing property lines. R - Recorded Distance G INC. II(= ENGINMUG M - Measured Distance G 6RYAN LAND SURVEYS Proposed Parcal Line 2116 HASLETT ROAD, HASLETT. MI 48840 At. P11, 517-339--1014 FAX. 517-339-8047 DEstance Not to Scale 13432 PRESTON DRIVE, MARSHALL, M1 49068 j 1 Deck, Porch, Sidewalk, de Patio Arean PH. 269--781-9doo FAX. 269-781-9905 DRAWN BY KDR SECTION 16, TA-N, R2W FIELD WORK BY ——— JOB NUMBER: SHEET '1 OF 2 846783N®-6 I PLOT PLAN For., City of Lansing 316 N. Capitol Avenue, Ste i?2 Lansing, MI 4.8933 Proposed Legal Description of City Maintenance Garage Parcel: A parcel of land in the Northeast 1/4 of Section 16, T4N, R2W, City of Lansing, Ingham County, Michigan, being part of Lots 2 and 3, Block 244, Original Plat of the Town of Michigan, now City of Lansing, Michigan, according to the recorded plat thereof as recorded In Liber 2 of Plats, Pages 36-38, Ingham County Records, described as: Commencing at the East 1/4 corner of said Section 16; thence N89'25'43"W along the East—West 1/4 line of said Section 16 a distance of 981.30 feet; thence NOO'37'58"E 889.50 feet to a point on the East line of Cedar Street and the point of beginning of this description; thence NOO'37'58"L along said East line 145.40 feet; thence S89'35'07"E 426.68 feet to the West line of Larch Street; thence SOO'38'4-3"W along sold West line 147.05 feet; thence N89'21'51"W 4-28.65 feet to the point of beginning; said parcel contolning 1.43 acres more or less (62,682 square feet); said parcel subject to any vacated streets or alleys; said parcel subject to any streets or alleys not vacated; said parcel subject to all easements and restrictions if any. ldn�VPOI�S'Acoe Date: Professional Surveyor No, 54434 ODA +��.0+.•."y dNAL �R WQ'J I KEBS, INS® BYAN�D�l At, 2118 HASLETr ROAD, HASLETT, MI 48840 PH. 517-339-1014 FAX. 517-339-8047 13432 PRESTON DRIVE, MARSHALL, ME 49068 Pal. 269-781-9800 FAX. 269-781-9605 DRAWN BY KD8 SECTION 16, TO, R2W FIELD WORT( BY --- JOB NUMBER: SHEET 2 OF 2 84678.BND-6 EXHIBIT "F" SUBSTITUTE PARKING AREA (HIAWASSEE) • '� a�, iq■t f i � s.- 1 �, +..ram— • --- 4 � � • �i j_ EXHIBIT "G" SUBSTITUTE PARKING AREA (CASINO) Exhibit "G" moll It N owl ------------- 14 � V S f� S� • T s� T i f x EXHIBIT "H" SUBSTITUTE PARKING AREA (CEDAR STREET) -� 3 4' .� _ #Ilitl'IIl�tli _ 1 r r Am m _ a _ • f • j 1. i � 1 EXHIBIT "I" CONDOMINIUM DOCUMENTS (PERTINENT TERMS) The following are material provisions that will be included in the Master Deed, Condominium Bylaws, Condominium Subdivision Plan, Condominium Association Bylaws and/or other applicable condominium documents (collectively"Condominium Documents"). A. Developer shall be the "Developer" for purposes of drafting, establishing and recording the Master Deed and shall be subject to and have the benefit of, the rights and obligations of the Developer under the Act and the Condominium Documents. B. Developer shall be the initial owner of all of the Developer Units. City shall be the initial owner of the Stadium Units but shall lease the Stadium Units to TMO pursuant to the New Stadium Lease. There shall be no restrictions on the sale, mortgage, lease or transfer of the Units. C. Each Unit in the Condominium will be responsible for all of its own maintenance, repairs and replacements. D. The common elements of the Condominium will be limited to the foundation, pedestal, shared connections, shared utility lines and connections, shared access areas and shared support walls. Each of the common elements will be identified in the Master Deed and/or in the Condominium Subdivision Plan. The Condominium Association (the "Association") will be responsible for maintenance, repair, replacement and insurance related to the common elements of the Condominium. E. The percentage of value related to each Unit in the Condominium will be based on the relative square footage of the Unit expressed as a percentage of the total square footage of all the Units in the Condominium. The percentage of value of each Unit shall be used for purposes of the value of the Unit's vote for matters involving the Condominium and/or the Association and for the Unit's respective percentage of costs related to the administration and operation of the Condominium. F. The Master Deed shall set forth the easements applicable to the Condominium and that benefit the Unit owners (and their invitees) and/or the Association. At a minimum, such easements shall include an easement for Unit boundary encroachments, an easement for access for maintenance purposes, an easement in favor of public utilities or service providers to access and repair public facilities located within the Condominium and a grant of authority that pen-nits the Association to grant or receive other reasonable easements that it determines are in the interest of the Condominium. G. The Master Deed will contain provisions that (subject to compliance with requirements which may include obtaining approvals of affected Unit owners) permit the modification of Unit boundaries, the subdivision of Units, the expansion or contraction of the Condominium and the conversion of Units to common elements and common elements to Units. H. The Condominium Documents will not contain any restrictions on the use of Units or common elements with the exception of the restrictions contained in the Comprehensive Development Agreement and restrictions that might unreasonably interfere with another Unit owner's reasonable use of their Unit. I. The Condominium Documents will contain provisions that address (i) the authority of the Association to impose regular and special assessments; (ii) insurance to be carried in relation to the common elements; and (iii) the composition and election of the Board of Directors of the Association. J. The Condominium Subdivision Plan will be prepared by and attached as Exhibit `B" to the Master Deed. EXHIBIT "J" PROJECT SEQUENCING PLAN The Parties acknowledge and agree that the work, development, construction and projects contemplated by the Agreement must occur in a sequential and coordinated manner. To this end, the Parties have agreed on the following sequence of events which will serve as a basis for the Master Schedule to be developed during the Due Diligence Period. 1. City commences preparation of plans for the Stadium Improvements and Foundation and Connection Improvements. LBRA engages environmental consultant to commence environmental study of Maintenance Garage Parcel. 2. Parties negotiate and agree upon this Agreement. TMO and City negotiate and agree upon New Stadium Lease. City, LBRA and Developer agree on partial Prime Parking Lease and Sub-Parking Lease. City and Developer agree on pertinent terms of Condominium Documents. 3. City Council approves and Parties execute this Agreement. Due Diligence Period begins and all Parties may commence due diligence and related activities. Such activities also include Developer's review and analysis of its construction and operations costs, sources of financing, available economic development incentives and such other matters desired by Developer. City obtains final approval of rezoning and special land use permit for Outfield Development Parcel and Developer commences site plan approval process. 4. No later than 21 days following the Effective Date of this Agreement, the City Council makes available the Pre-Closing A & E Funds and City or other appropriate Parties pay contractors and service providers for work related to Stadium Improvements and Foundation and Connection Improvements as provided herein. LBRA commences demolition of Maintenance Garage Parcel, 5. Parties negotiate and approve Stadium Improvements and Foundation and Connections Improvement plans and specifications. Developer and LBRA negotiate and approve demolition, remediation and new construction plans and specifications for New Parking Lot, 6. City and TMO obtain bids and negotiate with contractors and service providers regarding cost, schedule and performance of Stadium Improvements and Foundation and Connections Improvements. LBRA obtains costs, schedule and performance information related to remediation activities, due care obligations and establishment of New Parking Lot subject to Developer approval. Approved schedules and costs are used to commence development of Master Schedule. 7. Developer prepares and submits application for site plan and any other necessary or desired public approvals of the Outfield Development Project. TMO submits applications related to signage and other approvals or entitlements desired by TMO. 8. Following receipt of site plan approval and other City entitlements, Developer causes Condominium Documents to be fully prepared and completed and submits for City approval. 9. Parties identify and address issues raised during due diligence process and draft and negotiate documents related to Master Closing. Parties update, finalize and approve Master Schedule and make necessary amendments or modifications to documents. If no termination right is exercised, Parties conduct Master Closing. 10, Following Master Closing, City commences or continues construction of Stadium Improvements and Foundation and Connections Improvements (subject to limitations during baseball activities). LBRA commences or continues work on New Parking Lot. New Parking Lot shall be complete prior to completion date of Developer Units. 11. Following City completion of Foundation and Connection Improvements (as approved by Developer), Developer may commence construction of Developer Units. Developer Units shall be completed in accordance with the deadlines set forth in the Agreement. 12. Following completion of Developer Units, TMO shall have the right to install the signage subject to, and in accordance with, the terms set forth in this Agreement. 13. FoIlowing completion of the Stadium Improvements, TMO shall install the new scoreboard.