Академический Документы
Профессиональный Документы
Культура Документы
Background
The Authority is the record owner of the right to operate a member club (the
"Franchise"), of the InternationalLeagueof ProfessionalBaseballCllubs,Inc. (the "League"),
sincethe Authority purchasedit in 1986. The Authority also owns the multi-purposestadium
located at235 Montage Mountain Road, Moosic, Pennsylvania,which was originally openedin
1989and which is currentlyknown as PNC Field (the "Stadium"). lhe Authority and the New
york YankeesBaseball Club of Major League Baseball are partie:;to a player development
contractdatedMay 19,2010 (the "Pf)C"), pursuantto which the Franchiseservesas the AAA
Milor LeagueBaseball("MiLB") affiliate of the New York Yankeesand plays its home games
at the Stadium.
In light of the foregoing, the Authority and SWB Yanke:eshave been engagedin
extensive discussionsregarding an arrangementwhere SWB Yankees would purchasethe
Franchisefrom the Authority and enterinto a long-termleasealrangelrnentfor useof the Stadium
by the Franchise.In turn, the Authority would renovatethe Stadiumutilizing proceedsfrom the
saleof the Franchise,the funds contributedby the Commonwealthof Pennsylvaniaand the lease
revenuereceivedfrom SWB Yankees.
ATLANTA:5259768
3
The Authority and SWB Yankeesnow wish to outline their presentintentions regarding
the purchaseand sale of the Franchise,the renovation of the Stadium and the lease of the
Stacliumfrom the Authority to SWB Yankees. The following Sections1 through 8 reflect only
the parties' present understandingof the matters discussedherein and constitute neither a
completestatementnor establisha legally binding nor an enforceableagreementon the part of
eitholrthe Authority or SWB Yankees,nor do they impose on any party an enforceableduty or
obligation to negotiate toward or conclude any such agreementor commitment. The matters
disc,ussed in Sections1 through 8 will only becomebinding if and when definitive agreements,
hav,r:been negotiatedand executedby the parties, including without limitation a purchaseand
saleagreementand a leaseagreement.Section9 is binding on the parties.
2. Renovationof Stadium.
(a) The Authority would be responsiblefor the desigp and renovation of the
Sta6ium,consistentwith the scope set forth in the most recent proplosalreceivedfrom Ewing
Cole on October 7,2010 and the ProjectBudget(as describedbelow). The Authority and SWB
yalkees would cooperatein good faith and would mutually agree on all material decisions
relatingto the constructionprocess,providedthat the Authority would have final veto authority
over any decisionsthat would increasethe cost of the project beyon,l the Project Budget. The
Authority and SWB Yankees will work together in good faith to identify cost savings
opportunitiesin connectionwith the designand renovationprocess.The Stadiumrenovationwill
meet or exceedMiLB standardsfor AAA facilities,and will be desig;nedin accordancewith all
federal, state and local ADA specifications,including, without limitation, those required
staldardsand specificationsimposedby the Amendmentsto Titles II and III of the ADA adopted
and releasedby the Departmentof Justiceon July 26,2010 and subrseQuently publishedin the
Fecleral Registeron September15,2010at 28 C.F.RParts35 and 36, CRT DocketNos. 105and
10 6 .
(b) The total budget for the design and renovation (including, without limitation,
materials,labor, and changeorders)of the Stadiumwould be up to $40,000,000(the "Project
Budget"). It is presentlycontemplatedthat the renovationproject would be conductedpursuant
to a fixed fee contractand that neither the Authority nor SWB Yanke,:swould be responsiblefor
pal,ing any additional amounts over and above the Project Budget; and that such fixed fee
corrtractwill include (i) an express deadline for completion of the renovation project and
financialpenaltiesfor the failure of the contractorto meet such deadline,which penaltieswill be
paid over to SWB Yankees,(ii) a covenantthat neitherSWB Yankeers nor any of its membersor
ufflliut.r will have any financial obligation thereunder and (iii) an indemnificationof SWB
yalkees and its membersand affiliates from (A) any claims that one or more of such parties
harieany financialobligationthereunder(B) any otherclaims relatedto or in connectionwith the
renovationproject. The ProjectBudgetwould be fundedwith:
ATLANTA:5259768.3 )
(c) In connectionwith the renovationof the Stadium and consistentwith Exhibt A
attachedhereto,SWB Yankeeswould be responsiblefor providing (wlhetherby purchaseof new
items or reinstallationof existing items) all furniture, fixtures and equipmentfor the Stadium
concessions areas,the Team's administrativeoffices, training rooms, exerciserooms and Team
store, including without limitation furniture, telecommunications equipment (but not
infrilstructureor wiring), data processingequipment,field maintenanceequipment,and retail
display systems. To the extent the renovationproject includesbuild out of a restaurantin the
Stailium,SWB Yankeeswould be responsiblefor providing all furnituLre, fixtures and equipment
for suchrestaurant. All furniture, fixtures and equipment currently in the Stadium,that is owned
by the Authority or the County,will be madeavailablefor useby SWI) Yankees, at no charge,in
the renovatedStadium.
(d) To the extentthe cost of the designand renovationof the Stadiumis lessthan the
project Budget,the Authority would contributeany remainingportion of the ProjectBudgetinto
a rinking fund for future capital improvements, repairs and experlsesfor the Stadium (the
"stadium Fund").
(a) Term. The SWB Yankeesleaseterm would begin on the effectivedateof the to-
be-negotiateddefinitive leaseagreementand would continueuninterruptedfor 30 full baseball
,.u*on, thereafter. SWB Yankees would have two options each covering 10 full baseball
seasons,such that the total leaseterm would be 50 full baseballsr:asonsif such options are
exercised. SWB Yankeeswould be requiredto continueplaying home gamesat the Stadium
prior to completionof the renovationsdescribedabove,unlessother iarrangements are agreedto
ty the Authority and SWB Yankeesand approvedby MiLB. Provided,it is the intentionof the
parties.to be further detailedin the definitive Stadiumlease,that the SWB Yankeeswould not be
iequiredto continueplaying home gamesat the Stadiumprior to cornpletionof the renovations
deicribe above if the Stadium is not habitable,playable (e.g. use of the playing surlace is
impaired) or the amenities currently available to fans (e.g. restrooms, seating areas and
concessionstands)ceaseto be available.
(b) Stadium {Jse. SWB Yankeeswould have the exclusive right to use, manage,
operateand permit designatedthird parties to use the Stadium during the term of the lease,
includingwithout limitation the right to exhibit, promote,scheduleanrlplay SWB Yankeeshome
ganlesin the stadium and to authorize,promote and/or stagespecialevents,such as baseballall-
star:and other professionalbaseballgames,including exhibitions involving both minor league
anctmajor league baseballteams in the Stadium, as well as other sporting events,concerts,
exlibitions, specialtyshows and college and high school baseballgamesand tournaments. In
adclition,the Authority and SWB Yankeeswould work togetherto identify and schedulenon-
baseballevents at the Stadium that would optimize the use of the Stadium and ful11ll the
A'|LANTA:5259768.3 3
to
requirementthat the Stadium be a multi-purposefacility. The parties will work together
written
esta6lishrelatedproceduresfor the foregoing,which will be set forth in the definitir"e
agreements. Any event sponsoredor producedby the Authority or a designatedthird party, will
be at the Authority's or such third parties' sole expense(inclusiveof protectionand repair,in a
timely manner,of the playing surface)and subjectto SWB Yankees' prior written approval,
which approvalwill not be uffeasonablywithheld,conditionedor dela'yed.
(c) Rent
(iii) Option Terms - Rent for the two option terms would be basedon fair market
value as determinedby the parties at the time of exerciseof each such option
term. The partieswill work togetherto establisha mutually agreedupon process
for determiningfair market value.
(d) Additional Rent Payment. In addition to the Rent dr:scribedin part (c) above,
SW'B yankees would pay to the Authority the sum o1'$4.00 for each paid fan enteringthe
Stadiumor any other venue for a Franchisehome game (no matter where played) in a season
(excludingfans enteringvia complimentarytickets) in excessof 320,000 ("Additional Rent").
One-half of said Additional Rent will be set aside by the Authority and contributedto the
StatliumFund. The partieswill work togetherto developa mechanirsm allowing verificationof
paid, in-park attendanceand Additional Rent.
ATLANTA:5259768.3
4
(0 Club Seats.SeatLicenses.Club Memberships. SWB Yankeeswould retain all
to home games
revenuesgeneratedfrom the sale of "club seats"/"boxseats"and seat licenses
theseseats.
andprivateclub memberships.SWB Yankeeswould be responsiblefor marketing
(k)
\---l
Radio/TelevisionBro : SWB Yankeeswould havethe exclusiveright to
sell broadcastingrights in any and all media and through any and all distribution channels,
inc.ludingbut not limited to IP, Internetand "TV Everywhere",for hornegamesplayedand other
eventsoccurring in the Stadium and to retain all rer,'enuetherefrom,Provided,the partieswill
negotiate,in good faith, the allocationof suchrights during any evenlisponsoredor producedby
the Authority or one of its designatedthird parties.
(m)
\ / Advertising/Sponsorships.SWB Yankeeswould have the exclusiveright to sell
advertisementsand sponsorshipsat, in, on and aroundthe Stadium(e,.g.parking lots, exteriorof
Stadium,concoursein the Stadium, seatingbowl) (i.e. the leasedpremises)and to retain all
revenue generated therefrom. Notwithstanding the foregoing, but subject to any and all
contractualexclusivitiesbinding the Franchise,the Authority woulcl have the right, at its sole
to sell and displayelectronicadvertisements
cost and expense:, on the Stadiumscoreboardduring
eventsheld by the Authority and to retain all revenuegeneratedtherefrom. All advertisements
and sponsorshipsat the Stadium shall be subject to reasonablecommunity standards. For
ATLANTA:5259768.3
5
avoidance of doubt, SWB Yankees' sponsorshiprights will in no way limit potential
developmentthat may occur aroundthe Stadium.
(n) Other Revenue. SWB Yankees and the Authority would cooperatewith one
anotherin exploringadditionalrevenueopportunitiesfrom other sourcesrelatedto, in connection
witkr or arising from occupancyor usesat, in, on and aroundthe Stacliumor salesor licenseof
any and all other rights with respectthereto. SWB Yankeesand the Authority would negotiate
allocationof any suchadditionalrevenueopportunitieson a case-by-ca.sebasis.
(s) Assignmentand Consent. The leaseterms describerlherein are solely for the
benefitof SWB Yankeesand would not be assignablewithout consentfrom the Authority, which
consentwill not be unreasonablywithheld, conditionedor delayed so long as the New York
yankeescontinueto be the MLB affiliate of the Franchiseat the time'of suchassignment.
4. Relocation:RepurchaseRights.
ATLANTA:5259768
3 6
two (2) home games
Stadium(exceptthat the Franchisewould be entitledto play a maximum of
majeureissuesand
per .vearat yankee Stadium in New York, New York) and exceptfor force
irru*r relatedto MLB or MiLB rules and regulations.
(b) If at any time, whetherduring or following the term of the Lease(including any
outside
extensions),SWB yankees desiresto (i) sell and relocateor (ii) relocatethe Franchise
(includinS;any extensions) the New
the County, or if at any time during the term of the Lease
york yankeesceaseto be the MLB affiliate of the Franchise,then in any suchcasethe Authority
would be
would havethe right to repurchasethe Franchisefor fair market value. SWB Yankees
or
requiredto give the Authority one-yearprior written notice of any atte:mptto sell and relocate
(3) appraiserswould
relocatethe Franchiseoutsideof the County. In suchevent,a panelof three
would each
determinethe fair market value of the Franchise. The Authority and |SWB Yankees
The fair
appoint one (1) such appraiser,and such appraiserswould appoint a"third appraiser.
three(3)
marketvalue of the Franchisewould be the averageof the appraisalsprovidedby such
determinationof
appraisers.The Authority or its assigneewould have 180 days following the
regardingthe
the fair market value of the Franchiseto exerciseits repurchaseright. Specifics
parties
timing and other specificsof the appraisalprocesswill be subjectto the negotiationof the
and reflectedin the definitive agreements.
(d) In addition, the Authority would have the right to assign the Franchise
and/or
repurchaserights describedherein to any third party approvedby the League, MiLB
MLB.
ATLAN'IA:5259768.3 7
7, Cooperation:Timing. The partieswould work togetherin an effort to havethe renovated
stadiumavailablefor the Franchise'shome gamesas soon as reasonatrlypracticableconsidering
the relevantvariablesassociatedwith the project.
g. Approval. The terms of this MOU, the purchaseand sale agreement,the Stadiumlease
urrduny oth.t relateddocumentswould be subjectto the approval(or vraiver of such approval)of
the .Authority,SWB Yankees,the League,MiLB and MLB. The Stadiumleasewould be subject
to the then currentrules and regulationsof the L,eague,MiLB and ML,B. The agreedupon form
of t6e leasewould be an exhibit to the definitivepurchaseagreementfor the Franchiseand would
be executedby both partiesas soon as practicablefollorn'ingthe executionof this MOU, but in
no event sooner than the date on which the design for the renovation of the Stadiurn and the
ProjectBudgethavebeenagreedupon by the parties.
(Continuedon the.followingpage)
A'ILANTA::5259768.38
of Understandingas of
IN WITNESS WHEREOF, the partieshaveexecutedthis Memorandutm
MuIII-Pu RPOSESTANTUIIAUTHORITYOF
LncrlwANNA CouNrY
By:
Chairman
SWBYnNxnnsLLC
A'ILAN'I',\:5259168.3 9
EXHIBIT A
FOR THE
ASSIGNMENTOF RESPONSIBILITIES
REPLACEMENT/REPAIR/MAINTENANCE OF SPECIFICITEMS
LANDTORD
Strut:ture
Stadium Structure
Bricl.lWall
Roof:s
Wate:rSealing
ConcreteSlabs
Winclows
Blacl<ToP
Stadium
RM
Cabinetryand Millwork
M
Alunrinum Bleachers
M
Seats
RM
Cup- holder s
FielctLightsand Fixtures ("R" includesreplacement
M
required as a result of failure to meet FacilityStandards)
RM
F u rn i tu re& E q u i p me n t
Conc es s ions
Tents/CanoPies
RM
PlaygroundEquiPment
RM
BattingTunnel
M
BatlrroomFixtures
Fire SuppressionSYstem
FireExtinguishers
by concession RM
SprinklerSystemIexceptas necessitated
equipmentJ
facilitiesor concession
SprinklerSystemandany otherFiresuppression System
necessitatedby concessionfacilitiesor concession
urLpment
KeSr:
and RepairResponsibility
M = ,Maintenance
R - CapitalReplacementResponsibility
X - Designated Responsibility
Party's
ATLANTA:5259768.3
10
ITEM TANDLORD TENANT
Stadium Systems
GeneralCleaningafter BaseballGames X
GeneralCleaningafter City Events X
Appty Handicappedand RegularParking Markingsat X
S t adium
PestControland Extermination X
Tras;hRemoval X
Interior Painting X
Exterior Painting X
Playing Field
3 l 1
A'TLANTA:5259768
ITEM LANDLORD TENANT
and UmpiresRoom
Clubhouses
Lockr:rs X
Equipment
TrainLer's X ATL
LaundryEquipment X ANT
BaseballEquipment X A'.525
Carpet X 9768.
A
+
Offices
0ffice Furniture X
0fficc Equipment X
T elephoneE qu i p me n t X
Carpr:t X
PressBox
Furnriture X
E quipm ent X
ElectricalComponentsfor Broadcasting X
T elephoneE qu i p me n t X
Communications
Speal<erSystem X
Scoreboards X
ElectronicMessageCenter X
P it c hS peedI nd i c a to r X
Landscaping X
Cur bing
Debris Removal X
Sweeping[every 2 weeks) X
Resurfacing X
Patching X
Lighting Fixtures X
Snon'Removal+ Parking Lot
Snovl'Removal+ Sidewalks
Sidewalks RM
Skybox Level
Furniiture/Equipment X
SoundSystem X
Cabinetry/Millwork X
Window Repair X
TeleprhoneLines/CableTV X
ATLANTA:5259768.3
12