2. 3, ‘TERM SHEET CITY OF HARTFORD AND DONO HARTFORD LLC dated January 19, 2016 Substantial Completion Deadline will be extended from March 11, 2016 to May 17, 2016. ‘The Ballpark will be constructed in accordance with the Project Plans dated March 23, 2015, as revised by Architect’s Supplemental Instructions “ASP” or “SI”) through to the date of this Term Sheet. There will be no new design changes to the Ballpark without the express written consent of the City, which consent may be withheld in its sole and absolute discretion; and Liguidated Damages under the Development Services Agreement shall be modified as follows: a. If the Ballpark is delivered after the Substantial Completion Deadline and Liquidated Damages are triggered pursuant to the terms of the DSA, the first day damages shall be $50,000; . For each additional day thereafter, damages shall acorue at a rate of $15,000 per day; ¢. Ifthe Substantial Completion Date is not attained, the City shall have the option to remove Centerplan Construction Company LLC as the contractor and replace them with another party; and 4. If the Substantial Completion Date is not attained, and as a result, the Team is not able to play the first home game on May 31, 2016, the City shall have the right to contest the Claim dated December 17, 2015 and the resulting Change Order dated December 24, 2015 and DoNo Hartford LLC shall likewise have the right to assert and prosecute such Claim and to assert any and all defenses in response to any claim by the City, Four (4) interim milestones are established: a. Structural steel erection 100% complete, specifically excluding the scoreboard and the additional steel necessary for the Dunkin Donuts Cup to be affixed thereto, and complete exterior wall enclosures 100% Areas B, C, & D weather tight by March 9, 2016; b, Watertight roofing Areas A, B, C, D, & G buildings by April 7, 2016; ‘©. Install brick veneer (North, West and South elevations) by April 15, 2016; and 4, Install FS Area 5 front counters, ventilation hoods, overhead cooling door, reftigerant piping and set remote refrigeration, walk-in coolers and equipment by April 21, 2016.If any interim milestone is not achieved by the date set forth above, the consequences shall be as follows: a. Failure to achieve any of the interim milestones shall trigger a requirement for Centerplan Construction Company LLC to preparo a recovery plan, including an updated Schedule, that evidences that Substantial Completion by May 17, 2016 will be achieved; b, Therecovery plan and updated Schedule shall be provided to the City within Five () businoss days of the missed interim milestone date for review (subject to commercial reasonableness standard) and approval by the City, not to be unreasonably withheld, conditioned or delayed; and c, If Centerplan Construction Company LLC does not provide a proper recovery plan and updated Schedule acceptable to the City within such Five (5) business days, the City shall: i, Have the option to remove Centerplan Construction Company LLC as the contractor and replace them with another party; and ii, Have the right to contest the Claim dated December 17, 2015 and the resulting Change Order dated December 24, 2015. If this option is pursued, DoNo Hartford LLC and Centerplan Construction Company LLC shal likewise have the right to assert and prosecute such Claim and to assert any and all defenses in response f0 any claim by the City, DoNo Hartford LLC will agree to increase the PILOT under the Master Development Agreement and each Lease for each of Parcel B,C&D, Parcel B, Parcel F and Parcel G by 0.75 percent, until the maturity of the bonds issued to finance the City’s contribution required by this agreement, This increase in the PILOT under the Master Development Agreement and each Lease for each of Parcel B,C,&D, Parcel B, Parcel F and Parcel G by 0.75 percent will increase the Minimum PILOT payments by $225,000 per year, Amendments shall be made to the above mentioned agreements in order to memorialize the same; such amendments to be agreed upon in full by both DoNo Hartford LLC and the City. DoNo Hartford LLC, in conjunction with Centerplan Construction Company LLC, shall agree to reduce the Change Order submitted on December 24, 2015 by an amount ‘equal to $2,800,000, which is made up as follows: a, DoNo Hartford LLC will agree to assign its Management Fee to reduce the Change Order in the amount of $1,300,000; >, - Centerplan Construction Company LLC will agree to further reduce the Change10. i Order in the amount of $1,000,000, which it will fund; and ©. The City agrees that the Ballpark Dedicated Parking will not be located on Parcel G, as otherwise required per the Development Services Agreement, as the Team will find alternative parking (whore the Ballpark Dedicated Parking is to be located is to be determined between the City and the Team), DoNo Hartford LLC will cooperate with the City in placing the Team’s alternative parking on Parcels BCD, E, F ot G until it completes development of Parcel G. ‘The reduction of this requirement will permit the retumn to the City of the $500,000 allotted for this task within the original budget. Notwithstanding the foregoing, DoNo Hartford LLC will still provide the Balipark Dedicated Parking on Parcel G, in the amount of 199 spaces, once it completes development of Parcel G in the future. DoNo Hartford LLC affirms with execution of this Amendment that $6,500,000 is included within the Project Budget for FF&E, exclusive of any fees or additional charges, The terms of the Development Services Agreement regarding Force Majeure and Excusable City Delay remain in place, Notwithstanding any of the foregoing, the City shall continue to be required to make payment on all properly submitted payment applications and requisitions, and nothing contained above herein shall permit the City to withhold payment for work in place or work completed. This provision is necessary so as to make perfectly clear to all subcontractors that they will not be in jeopardy for work properly executed and in place, In plain English, the City cannot refuse payment of a payment application or requisition if Centerplan Construction Company LLC misses a milestone, but provides a proper recovery plan and updated Schedule that evidences that the Substantial Completion Date of May 17, 2016 is not in jeopardy. Likewise, if the City procoods pursuant to Section 4(0) above, payment must be made by the City for all work properly executed and in place to date. DoNo Hartford LLC will locate an office, somewhere within the Promise Zone of the North End of Hartford, to provide guidance, information and opportunity to Hartford residents and MWBE contractors to participate in the future development of the Downtown North Project. ‘The office will be staffed with proper personnel to assist any and all individuals who will avait themselves of its presence with any and all information necessary. It is DoNo Hartford LLC’s intention to have the office open and operational on or before September 1, 2016. ‘The City shall procure funding for the amount between the funds set forth in Paragraph 6 above and the amount of the Change Onder submitted on December 24, 2015 (less any funds that the City may procute from the Team); provided however, that the additional funding shall only be used to satisfy increased construction costs, which shall not be marked up for management fees, overhead or profit for DoNo Hartford LLC or Centerplan Construction Company LLC. The foregoing, specificelly docs not preclude peyment to Centerplan Construction Company LLC, or any of its affiliates, for any | |12, 13, 14, 15, work that is self-performed, so long as the samo is requisitioned without mark-up for management fees, overhead or profit. ‘The requisite funds shell be available to make payment on the Change Order on or before April 1, 2016 in order to maintain the Substantial Completion Date, Regarding cash-flow timing, it is recognized by the City and DoNo Hartford LLC that « minimum of $2,000,000 will be invoiced for payment after DoNo Hattford LLC has met tho Substantial Completion Dondline (which may be in the form of retun of retainage). ‘This sottloment is subject to the approval of the Hartford Stadium Authority and any approvals by the Court of Common Council, City of Hartford that may be required, Neither DoNo Hartford LLC nor the City of Hartford, respectively, will take any action which is intended, or would reasonably be expected, to disparage or harm the other party or its or their reputation or which would reasonably be expected to lead to unwanted or ‘unfavorable publicity to the Ballpark, All of the agreements between the City and DoNo Hartford LLC (and Centerplan Construction Company, to the extent applicable) shall be amended to reflect the terms and conditions stated herein, Subject to the respective covenants, promises and agreements herein, DoNo Hartford LLC and the City of Hartford cach waive any and all claims that each may have against the other, or that might arise from, the malters that are the subject of this agreement (Gubject only to the reserved rights in Sections 2 and 4 above). Read, agteed and accepted at Hartford, Connecticut this 19 day of January, 2016 CITY OF HARTFORD Approved as to legality and form By: 7 By. a os Luke Bronin ‘Allan Taylor Mayor Acting Corporation CounselLUKE BRONIN MAYOR Tanuaty 19, 2016 Josh Solomon Managing Pastner Connestiont Doxbleplay, 11.8 Js cave of The DSF Group 950 Winter Streot ‘Waltiem, Massochusetts 02451 Latter of Agreement Between Connectiout Double Play, LIC and the City of Hertford ‘Tho agreement dated Jamvacy 19, 2016 botwoon Comeotiout Double Play, LLC and the City of Hattford snodifies the Ballparie Development Agreement to provide as fallows: 5. The Team shall waive any Late Opening: Charges or Fixed Rontal Abatement on . account of the extension of tho Substantial Completion Deadline to May 17, 2016, Ifthe ‘extended Substantial Completion Deadline is met, the full axnual rent payment shall be die on September 1, 2015, If the extended Substantial Conipletion Deadline is not met ‘but Sunstential Completion is enced in tine for tho Team to jrepare for a May 31, 2016 ‘opening dey, the full ennual rent payment shall bo duo on September 1, 2016, if the ‘extonded Substantial Completion Deadline of May 17, 2016 is not met, end es a somlt of ssuoh faifuco fo mest tho Substantil-Complotion dete the ‘Toatt. as insofficient time to prope for u May 31, 2016 opening day, no rent payment shall be due of be made in calendar year 2016, ‘The Term of the Lease is not extended hereby. Rast payments aftor caleudae yeat 2016 shall be made in accordance with the Ballpark Sublease Agreamont, 7. If tho extended Sufetentiel Completion Deadline is mot, the Team, shall make a ‘payment to the Clty, or the Hertford Stadiuin Authority (i's directed by the City), in the amount of $2,000,000 no later then May 31, 2016, If tho extended Substantial Coupletion Dendline of May 17, 2016 Js not met, but Substantial. Completion is onohad ‘in timo for tho Team to prepare for a Mey 31, 2016 opening dey, the ‘Team shall make a payment to the City, or the Harktbrd Stadium Authorty (itso ditected by the City), in the amount of $2,000,000 no Tater thm Mey 31, 2016, If the extended Substantial Completion Deadline of May 17, 2016 4s not mot, and as a eslt of suoh falta to meet, {the Substantial Comptotton dato the Team has insufficient time to prepere for a My 31, 2016 opening day, the Team shall not be obligated to-pay any ot all of the $2,000,000. 550 Malo Seat Harford, Conectteut 06108 Phone (860) 757-9500 Fox (060) 722-6606 : <>Jn tho intorest of avoiding future litigetion, the City of Hartford and Connectiont Double Play, ‘LLG, hereby agteo that for th pniposo of paragraphs 5 and 7 of the Janumy 19, 2016 amendment to the Ballpack Development Agreement, the ocourtence of Substantial Complotion on of before May 24, 2016 shall and will in ell ways be considered “Substantial Completion... 3n time for the Team to prepare for a May 31, 2016 opening day.” ‘The City of Hartford ‘Tuite Bronin, Mayor January 19, 2016 Tanuary 19, 2016 Approved as to form and legality ae ‘Allen B. Tayior Acting Corporation Counsel | | | |2. 3. AMENDMENT TO BALLPARK DEVELOPMENT AGREEMENT BETWEEN CITY OF HARTFORD AND CONNECTICUT DOUBLE PLAY, LLC dated January 19, 2016 ‘The Substantial Conmplotion Deadline shall be extended from March 11, 2016 to May 17, 2016. ‘The Ballpark shall be constructed in accordance with the Project Plans dated March 23, 2015, as rovised by Atchiteot’s Supplemental Instructions (“ASI” or “SI”) through to the date of this Amendment, ‘There will be no new design changes to the Ballpark without the express written consent of the City, which consent may be withheld in its sole and absolute discretion, ‘Tho “Steaming Dunkin’ Donuts Cup” that has beon requested by the ‘Team shall be designed, constricted and installed solely at the Tean’s expense, and shall be coordinated by the City and the Team 0 as to not interfere with the progress of the rest of the construction, and the City shall not guarantee it to be delivered by the Substantial Completion Date, At the commencement of the lease tem, the City shall: 1a, Provide forty (40) unreserved spaces at all times and provide an additional thity five (35) ‘unreserved spaces during the baseball season at all times on Parcels C or D of the Downtown North Project, and shall make the entirety of Parcels C and D available as Ballpatk Dedicated Packing in the evening after 6:00 p.m. on Monday through Friday and all day Saturday, Sunday and the following Holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Chtistmas Day when an ovent is being held at the Ballpark. ‘The Team shall have the right fo park on Parcels C and D as described above in satisfaction of the City’s requirement to provide Ballparic Dedicated Parking. The Tetm shall coordinate its event schedule with the Hartford Parking Authority. ‘The Team is expressly probibited fiom offering parking on Parcels C and D to non-Ballpatte atfendecs. ‘The ‘Team shall not engage « thitd party parking operator fo operate Parcels C and D. Upon the completion of the development of Parcel G, the Ballpark Dedionted Parking will be relocated to Parcel G according to the Ballpark Development Agrocment, ‘The Tea and City shall meet at the midway point of the season to.consider how the 5:30 pan, v8 6:00 pam. slot is working, Mako availabto Parco! F for stadium patrons in the evening after 6:00 pan, on game days that occur Monday through Friday and for two hours before and two hours after games on Saturday, Sunday and the following Holidays: New Yoar's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Cheistmas Day when banking institutions and the New York Stock Exchange are closed for business, Pateel F will not be available to the ‘Team for day games that occur prior to 6:00 p.m. Monday through Friday. ‘The Team shall compensate the City for its estimated loss of revenue from Parcel F in the amount of $1,500.per game if the Team requests the Hertford Parking Authority fo staff >Parcel F for game day paring or $900 per game if the ‘Team chooses to operate Parcel F with its own staff, The Team may elso use Parcel F for non-basoball events, as described above after 6:00 pm. ‘The Tent is expressly prohibited from offering parking on Parcel F to the goueral public, The ‘Team shell not engage a third party parking operator to operate Parcel F, ©. The parking described above on Parcels C, D, and F is available to the Team at its isbility as described above until the City’s developer provides the Hartford Parking Authority with the ‘required 60 days writen notice to cease parking operations, Before the ‘Team is reqnized to ‘vacate Parcels C, D, aud F, and Paresl G has not been redeveloped, City and Team will work ‘together over the next two years to come up with the mutually satisfactory location far the 199 ‘Permanent Parking spaces, The Team hes en au option, a its own expense, to clean up and park on the surface area of Parcel G, until 199 spaces are provided for permanent parking. 5, Tho Teamn shall waive any Lafe Opening Charges ot Fixed Rental Abatement on zecouat of the ‘extousion of the Substantial Completion Deadline to May 17, 2016, If the oxtended Subsia Completion Deadline is met, the fall annual rent payment shall be due on Seplember 1, 2016, Ifthe extended Substantial Completion Deadtine is not mt but Substantial Completion + reached in time for the Team to prepare for a May 31, 2016 opening day, the full anuuel rent ‘payment shall be due on September 1, 2016, If the extended Substantial Completion Deadline of Mey 17, 2016 is not met, and as a result of such failuro to meet the Substantial Completion date the Team hus insufficient time to prepare for a May 31, 2016 opening day, no rent payment shall be due cr bo made in calondar year 2016. ‘The Tetm of the I,ease is not extended heteby. Rent payments after calendar year 2016 shall be made in accordance with the Ballpark Sublease Agreement. 6. Upon the execution of this document, the Team shall provide for the delivery of a written consent from the Bastem League to the terms of this Amendment, If the oxtended Substantial Completion Dendline is met, the ‘Team shall mako a payment to the City, of the Hartford Stadium Authotity (if so directed by the City), in the amount of {$2,000,000 no later than Mey 31, 2016, If the extonded Substantial. Completion Deadline of May 17, 2016 is not met, but Substantial Completion is reached in time for the Team to prepare for « May 31, 2016 opening dey, the Team shall make a payment to the City, or the Hartford Stedium Authority (iso directed by the City), in the amount of $2,000,000 no later than May 31, 2016. If the extended Substantial Completion Deadline of May 17, 2016 is not met, and as a result of such failure to meet the Substantial Completion date the Team has insufficient time to propare for a May 31, 2016 opening day, tho Team shall not be obligated to pay my or all of the $2,000,000. 8, Four (4) interim milestones are established: | |a. Structural steel erection 100% complete, specificelly excluding the scoreboard and the additional steel necessary for the Dunkin Donuts Cup to be affixed thereto, and complete exterior wall enclosures 100% Areas B, C, & D weather tight by March 9, 2016; 'b, Watertight roofing Areas A, B, C, D, & G buildings by April 7, 2016; cc, Tustall brick veneer (North, West and South elevations) by April 15, 2016; and 4, Install PS Arca 5 front countess, ventilation hoods, overtioad cooling door, reftigerant piping and set remote roftigeration, walk-in coolers and equipment by April 21, 2016, If any interim milestone is not achieved by the date set forth above, the consequences shall bo as follows: 8 Failure to achiove any of the interim milestones shall trigger a requirement for Centerplan Construction Company LLC (“CCC”) to prepare a recovery plan, including en updated Schedule, that evidences that Substantial Completion by May 17, 2016 will be achieved; ’. ‘Thorecovery plan and wpdated Schedule shall be provided to the City within Five (5) business days of the missed intecim milestone date for roview (subject to commorcial reasonableness standard) and approval by the City, not to be unreasonably withheld, conditioned or delayed; and ©. ICCC does not provide a proper recovery plan and updated Schedule acceptable to the City within such Five (5) business days, the City shall have the option to remove CCC as the contractor and replace them with enother party, 9. This settlement is subject to the approval of the Hartford Stadium Authority and any necessary approvals by the Court of Common Council, City of Hartford that may be required, 10. Unless otherwise modified by the terms of this Amoadment the terms of the Ballpark Development Agreement and the Ballpark Sublease Agreement shall remain in full force and effect. 11, Toam waives any and all claims that it may have, or might arise from tho failure of the City to meet the original Substantial Completion Deadline of March 11, 2016. 12, The City affirms with exeention of this Amendment that $6,500,000 is included wit Project Budget for FR&E, exclusive of auy fees or edditionsl charges.13, ‘The ‘Team is entering into this Amendment; a) solely at the request of the City; and b) as an ‘accommodation to the City for the puposes of facilitating the earliest possible completion of the Balipark, without an audit by the Team of the amounts claimed by DoNo Hartford LLC (DoNo”) CCC and without conceding thet either DoNo or CCC is entitled to the amounts claimed by them. ‘The Team, in doing so, is attempting to mitigate the damages it otherwise ‘would incur in the event the Ballpark is not completed, Dated at Hartford, Connecticut this 19 day of Yanuaty, 2016 CITY OF HARTFORD ‘omy Jogality and foun By: Ao “Allan Taylor ‘Acting Corporation Counsel (Goaging Pastner