- Wine of the city Niamey
City of St Petersburg
One Fourth Street North
- a St. Petershurg. FL 33101

PO. Box 2842
St-BEt?rsnur? St Petersburg. FL 33?31-2842
Telephone: 727-393-7401

Fax: mesa-5262

January 25, 2016

Tampa Bay Rays Baseball, Ltd.

Attn: John Higgins, Senior VP/General Counsel

Tropicana Field

One Tropicana Drive

St. Petersburg, FL 33705

Re: MOU, Executed

Dear Mr. Higgins:

Please ?nd enclosed for your ?le an original MOU, fully executed by all parties.

Sincerely,

7n

Macall . Dyer
Managing Assistant City Attorney - Contracts Related Projects



Enclosure

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding is made and executed as of the 1544??
day of January, 2016 Execution Date?), between the City of St. Petersburg, Florida, a
municipal corporation and Tampa Bay Rays Baseball, Ltd. (formerly known as
Tampa Bay Devil Rays, Ltd.), a Florida limited partnership ("Club") (collectively, ?Parties?).

Recitals

Whereas, the City and the Club entered into an Agreement for the Use, Management and
Operation of the Domed Stadium in St. Petersburg Including the Provision of Major League
Baseball on April 28, 1995 and such agreement has been amended from time to time (such
agreement, as it has been amended, is hereinafter referred to as the ?Agreement"); and

Whereas, the Club wishes to begin evaluating potential future stadium sites in Pinellas
County, Florida (?Pinellas") and Hillsborough County, Florida for the Tampa
Bay Rays to play home games prior to the end of the Major League Baseball season
occurring in the year 2027 (?2027 Season?); and

Whereas, the City wishes to retain the Tampa Bay Rays as 21 MLB franchise in the Tampa
Bay region for the long term; and

Whereas, the City believes St. Petersburg offers unique opportunities for the Club?s
consideration and hopes to retain the Tampa Bay Rays as a MLB franchise in St. Petersburg; and

Whereas, the City has agreed to allow the Club to engage in activities related to the
evaluation of potential future stadium sites in Pinellas and l-lillsborough only, subject to the
terms and conditions set forth in this MOU.

Now, Therefore, in consideration of the promises and covenants contained herein
(including those contained in the foregoing recitals), and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the City and the Club agree as
follows:

1. De?nitions. For purposes of this MOU, the terms ?Capital Account?,
?Home Games", ?Force Majeure Event?, ?Franchise?, and ?Tenn" shall have the meanings set
forth in the Agreement.

2. Acknowledgent of Club. The Club acknowledges and agrees that, as set forth,
among ?21m things, in Sections 2.04 and 1 1.01 of the Agreement, during the Term: the Club
shall the Franchise to play all of its Home Games in the DOME, subject to the provisions
of Section 2.04 of the Agreement; (ii) the Club is not permitted to play any of the Franchise?s
Home Games in any facility other than the DOME without the City's consent, which may be
withheld in the City's sole discretion, subject to the provisions of Section 2.04 of the Agreement
and Paragraph 7 of this and neither the Club nor any of its respective parties,
principals, directors, of?cers, employees, owners, or agents will enter into, initiate or conduct

any agreement or negotiations (directly or indirectly) for the use of any facility other than the
DOME for the Home Games of the Franchise, except to the extent permitted by Sections 2.04
and 16.03 of the Agreement.

3. Evaluation Activities: Master Plan.

A. As used in this MOU and Section 11.01 of the Agreement, the term
?negotiations? shall not include Evaluation Activities. For purposes of this MOU and Section
11.01 of the Agreement, ?Evaluation Activities? means non-binding discussions and
communications, feasibility studies and analyses, cost estimation and related activities for the
purpose of identifying a potential future stadium site for the Franchise in Pinellas or
Hillsborough only. Without limiting Paragraph 8 below, the following are not Evaluation
Activities: drafting or negotiating any agreements or other legal documents of any kind; (ii)
entering into or executing any agreements or other legal documents of any kind; and-"or any
discussions, communications or activities for the purpose of identifying a potential future
stadium site in any location other than Pinellas or Hillsborough.

B. Within sixty (60) days of the MOU Execution Date, the Club shall provide
the City with a document that sets forth in general terms the process to be used by the Club in
evaluating potential future stadium sites in Pinellas and Hillsborough (?Process Document?).
The Club shall evaluate all potential future stadium sites in Pinellas and Hillsborough, including
potential future stadium sites in St. Petersburg, in accordance with the Process Document.

C. The Club shall not provide the City with the Decision Notice required
pursuant to Paragraph 9.B. below until at least six (6) months following the MOU Execution
Date; provided, however, this subparagraph shall not apply in the event the Decision Notice
states that the Club desires to attempt to negotiate the New Agreements (de?ned below).

D. The Club shall pay the City fifty percent of the cost of a master
plan for the redevelopment of the Tropicana Field site, both with and without a stadium. The
City shall engage a consultant to prepare the master plan and the City shall establish the scope
and speci?cations for the master plan, which shall include a community engagement and public
input element. The Club?s payment pursuant to this subparagraph shall not exceed one
hundred thousand dollars 

4. Potential Stadium in St. Petersburg. If as a result of the Evaluation Activities the
Club wishes to terminate the Agreement prior to the end of the Term in order for the Franchise to
play its Home Games at a stadium in St. Petersburg, the Club and the City shall negotiate in good
faith to attempt to deveIOp the necessary agreements to keep the Franchise in St. Petersburg
(?New Agreements?). The compensation set forth in Paragraph 6 below shall not apply in the
event the Club and the City terminate the Agreement prior to the end of the Term in order for the
Franchise to play its Home Games at a stadium in St. Petersburg. The business points related to
the New Agreements, and terminating the Agreement to retain the Franchise in St. Petersburg,
shall be negotiated in good faith by the Parties.

5. Air Ri ts Proceeds and Escrow Account.

A. Following the MOU Execution Date, the City shall deposit any and all
gross proceeds received from the sale or lease of air rights pursuant to Section 3.05 of the
Agreement into an interest bearing escrow account established by the City (?Escrow Account?).
The City shall be reimbursed out of such gross proceeds for, and may withdraw from the Escrow
Account, all costs incurred by or on behalf of the City in connection with such sales and leases
(including but not limited to the cost of the acquisition and development of replacement parking
necessitated by such sales or leases). The Escrow Account shall be in the name of the City and
the City shall be the sole signatory on the Escrow Account.

B. In the event the Club and the City enter into the New Agreements, Section
3.05 of the Agreement shall govern the allocation of net proceeds contained in the Escrow
Account; provided, however, that the City shall retain all of the interest eamed on the Escrow
Account. The City shall pay the Club its allocation of net proceeds contained in the Escrow
Account within sixty (60) days of complete execution of the New Agreements, unless otherwise
agreed upon by the Club and the City in writing.

C. 1n the event the Decision Notice states that the Club will not attempt to
negotiate the New Agreements or prepare a Termination Amendment (de?ned below), in which
case the Club? and the City shall remain bound by the Agreement for the entire Term, Section
3.05 of the Agreement shall govern the allocation of net proceeds in the Escrow Account;
provided, however, that the City shall retain all of the interest earned on the Escrow Account.
The City shall pay the Club its allocation of net proceeds contained in the Escrow Account
within sixty (60) days of receipt of such Decision Notice, unless otherwise agreed upon by the
Club and the City in writing. Following such payment, the City shall continue to pay the Club its
allocation of net proceeds in accordance with Section 3.05 of the Agreement.

D. In the event the Club and the City enter into a Termination Amendment,
the Termination Amendment shall provide that the City shall retain all gross proceeds contained
in the Escrow Account and all interest earned on the Escrow Account.

E. In the event the Club fails to provide the City with the Decision Notice in
accordance with Paragraph 9.B. below, the City shall retain all gross proceeds contained in the
Escrow Account and all interest earned on the Escrow Account.

F. Notwithstanding anything contained in this MOU, the Club shall retain its
approval rights under Section 3.05 of the Agreement, and the conditions set forth in Section 3.05
of the Agreement shall remain in effect replacement parking), until the effective date of
termination of the Agreement.

6. Termination Amendment. If as a result of the Evaluation Activities the Club
wishes to terminate the Agreement prior to the end of the Term in order for the Franchise to play
its Home Games at a stadium not in St. Petersburg but in another location in Pinellas or in
Hillsborough through at least the end of the 2027 Season (and provided that the Club complies

with Paragraph 9.B. below and the Decision Notice states that the Club desires to prepare a
Termination Amendment), the Club and the City shall prepare in good faith a written
amendment to the Agreement that provides for such termination (?Termination Amendment").
The Termination Amendment shall establish an effective date of termination of the Agreement
and address matters related to wind down of the Agreement, the Club?s move out and
reacquisition of the DOME by the City. Further, the Termination Amendment shall provide for
monetary and in-kind compensation to the City (in only the amounts and categories set forth
below but subject to the limitations set forth below) and an indemni?cation for the Bonds
(de?ned below), as follows:

A. Annual Monetary Compensation. The City and the Club hereby agree that
the annual monetary compensation required to be paid by the Club to the City pursuant to the
Termination Amendment shall be as follows, provided the Franchise plays its Home Games at a
stadium in Pinellas or l-[illsborough through at least the end of the 2027 Season (except for
Excused Games as de?ned below), subject to subparagraph below:

i. For the time period commencing on January 1, 2018 through
December 31, 2018, the Club shall pay the City four million dollars ($4,000,000) if the Franchise
does not play all of its Home Games in the DOME during this ?rst time period (except for games
that were not required to be played in the DOME pursuant to Section 2.04 of the Agreement);
and

ii. For the time period commencing on January 1, 2019 through
December 31, 2022, the Club shall pay the City three million dollars ($3,000,000) for each year
during this second time period that the Franchise does not play all of its Home Games in the
DOME (except for games that were not required to be played in the DOME pursuant to Section
2.04 of the Agreement); and

For the time period commencing on January 1, 2023 through
December 31, 2026, the Club shall pay the City two million dollars ($2,000,000) for each year
during this third time period that the Franchise does not play all of its Home Games in the
DOME (except for games that were not required to be played in the DOME pursuant to Section
2.04 of the Agreement). In the event that the Franchise does not play all of its Home Games in
the DOME during the 2027 calendar year, no additional monetary compensation shall be owed
for such year, provided that the Club has paid all other annual monetary compensation owed in
accordance with this subparagraph A.

iv. The ?rst payment of annual monetary compensation owed by the
Club pursuant to this subparagraph A shall be reduced by an amount equal to ?fty percent 
of the balance of the Capital Account as of thirty (30) days prior to the effective date of
termination of the Agreement. The ?rst payment of annual monetary compensation owed by the
Club pursuant to this subparagraph A shall be further reduced by the amount paid by the Club to
the City pursuant to Paragraph 3.D. above.

v. The annual monetary compensation owed by the Club pursuant to
this subparagraph A shall be paid to the City on or before November 30 of each year that

compensation is owed. For example, if the Franchise does not play all of its Home Games in the
DOME during the MLB season ending in October 2020 (except for games that were not required
to be played in the DOME pursuant to Section 2.04 of the Agreement), the Club shall pay the
City three million dollars ($3,000,000) on or before November 30, 2020, and shall pay other
years of compensation owed in the same manner. On or before the effective date of termination
of the Agreement, the Club shall provide the City with a letter of credit in a form acceptable to
the City and issued by a bank acceptable to the City (or an alternate form of security acceptable
to the City) to secure the total amount of annual monetary compensation owed pursuant to this
subparagraph A.

B. ln-Kind Compensation. In recognition of the Franchise as a regional asset
and in addition to the annual monetary compensation set forth in subparagraph A above, the Club
shall provide the City with an in-kind compensation package through the end of the 2027 Season.
Such in-kind compensation package may include City use days, signage recognizing the City
and-"or tickets for Franchise home games for economic development and promotion of the City,
as mutually agreed upon by the City and the Club in good faith. The total fair market value of
the in-kind compensation owed by the Club pursuant to this subparagraph (projected aggregate
value for all the years in which in?kind compensation is owed, as calculated on the execution
date of the Termination Amendment) shall not exceed one million dollars 1n the
event the City and the Club do not mutually agree upon an in-kind compensation package to be
included in the Termination Amendment, the Termination Amendment shall require the Club to
pay the City one million dollars ($1,000,000) in lieu of in-kind compensation. Such payment
shall be made by the Club to the City on a one-time lump sum basis on or before the effective
date of termination of the Agreement.

C. Indemni?cation For Bonds.

i. The Termination Amendment shall provide for the Club to
indemnify and hold harmless the City from and against any and all losses, liabilities and fees
incurred by the City in connection with the Bonds, including but not limited to liability incurred
by the City in connection with a pledged revenue source for the Bonds and-"or tax exempt status
of the Bonds being adversely affected by the Termination Amendment or demolition of the
DOME prior to the end of the Term. For purposes of this MOU, ?Bonds? means all bonds and
other indebtedness issued or incurred prior to the MOU Execution Date and associated with
?nancing or re?nancing the DOME and capital expenditures associated therewith, including but
not limited to land acquisition and parking facilities. Speci?cally, ?Bonds? includes but is not
limited to the Professional Sports Facility Refunding Revenue Bond, Series 2014; and the
First Florida Governmental Financing Commission, 2001 Notes.

ii. The Club acknowledges and agrees that the scope and form of the
indemni?cation to be included in the Termination Amendment must be adequate to fully protect
the City against any and all losses, liabilities and fees in connection with the Bonds, as
determined by the City Attorney after consultation with the City?s bond counsel. Accordingly,
the indemni?cation generally described in this subparagraph is subject to modi?cation prior to
inclusion in the Termination Amendment.

 On or before the effective date of termination of the Agreement,
the Club shall provide the City with a letter of credit in a form acceptable to the City and issued
by a bank acceptable to the City (or an alternate form of security acceptable to the City) to secure
the Club?s obligations pursuant to this subparagraph C.

iv. The Club?s obligations pursuant to this subparagraph are in
addition to the compensation required to be paid and provided by the Club pursuant to
subparagraphs A and above.

D. Limitations and Other Requirements.

i. The Club acknowledges and agrees that the City is entering into
this MOU in an effort to keep the Franchise in Pinellas or Hillsborough for the long term and that
a portion of the consideration for a Termination Amendment would be the value to the City of
retaining the Franchise as a regional asset. Accordingly, without limiting Paragraph 8 below, 
the compensation set forth in subparagraphs A and above shall be applicable only in the event
the City and the Club enter into a Termination Amendment in order for the Franchise to play its
Home Games at a stadium in Pinellas or Hillsborough through at least the end of the 2027
Season (except for Excused Games as defined below); and the compensation set forth in
subparagraphs A and above shall have no application or evidentiary relevance whatsoever in
the event the Franchise relocates to a stadium outside of Pinellas or Hillsborough prior to the end
of the Term. Moreover, without limiting Paragraph 8 below, the Club recognizes that relocation
of the Franchise to a stadium outside of Pinellas or Hillsborough prior to the end of the Term will
result in irreparable harm to the City and damages that are not readily calculable.

ii. Except as speci?cally set forth in this MOU, the Termination
Amendment shall not relieve the Club of any liabilities incurred or arising prior to the effective
date of termination of the Agreement claims arising out of events prior to the effective date
of termination of the Agreement, amounts owed pursuant to third party contracts, tax liability,
etc.).

Notwithstanding the Termination Amendment, the City shall be
paid the balance of the Capital Account on or before the effective date of termination of the
Agreement and the City shall remain entitled to any and all proceeds, funds and other monies
ticket stub funds, naming rights proceeds, etc.) payable to the City pursuant to the
Agreement through the effective date of termination of the Agreement.

iv. The Termination Amendment shall not include any provision
requiring the City to pay damages or incur any liability (including but not limited to delay related
damages or liability) in connection with a declaratory judgment action commenced pursuant to
Paragraph 7 of this MOU.

v. The Club shall cause the Franchise to play all of its Home Games
in the DOME for a minimum of one (1) MLB season (except for games that are not required to
be played in the DOME pursuant to Section 2.04 of the Agreement) following the execution date
of the Termination Amendment and prior to the effective date of termination of the Agreement.

vi. For purposes of this MOU, ?Excused Games? means those
Home Games that are not played due to a Force Majeure Event; and up to ten (10) Home
Games per MLB season played at a facility that is not located in Pinellas or Hillsborough.

vii. Pursuant to Paragraph S.C. above, the Termination Amendment
shall provide that the City shall retain all gross proceeds contained in the Escrow Account and all
interest earned on the Escrow Account.

7. Approval of Termination Amendment.

A. City Council shall vote on whether to approve the Termination
Amendment within sixty (60) days following notice from the Mayor that the Termination
Amendment has been executed by the Club and the Mayor subject to City Council approval.
Further, City Council shall approve the Termination Amendment provided that the Termination
Amendment is consistent with the terms and conditions of this MOU.

B. In the event City Council does not approve the Termination Amendment,
either the Club or the City may seek a declaratory judgment from a court of competent
jurisdiction as to whether the Termination Amendment considered by City Council is consistent
with the terms and conditions of this MOU. If a court of competent jurisdiction issues a ?nal
order (after the exhaustion of any and all appellate remedies) that the Termination Amendment
considered by City Council is not consistent with the terms and conditions of this MOU, such
Termination Amendment shall be void and the Club and the City shall remain fully bound by the
Agreement and this provided, however, that the Club may propose an altemative
Termination Amendment for City Council?s consideration. If a court of competent jurisdiction
issues a ?nal order (after the exhaustion of any and all appellate remedies) that the Termination
Amendment considered by City Council is consistent with the terms and conditions of this
MOU, the Termination Amendment shall be fully enforceable by the Club and the City, effective
as of the date the Termination Amendment was executed by the Club and the Mayor.

C. For purposes of a declaratory judgment action pursuant to this Paragraph 7
only, venue for such declaratory judgment action shall be the Circuit Court for the Twelfth
Judicial Circuit, in and for Manatee County, Florida; (ii) each party waives any defense, whether
asserted by motion or pleading, that the aforementioned court is an improper or inconvenient
venue for such declaratory judgment action; and the City and the Club consent to the
personal jurisdiction of the aforementioned court and irrevocably waive any objections to said
jurisdiction with respect to such declaratory judgment action.

D. Each party shall bear its own attomeys? fees and costs associated with a
declaratory judgment action pursuant to this Paragraph 7. Further, neither the City nor the Club
shall have any liability to the other in connection with such declaratory judgment action or any
delay associated therewith; provided, however, that the City and the Club shall remain
reSponsible for any amounts due pursuant to the Agreement, this MOU and the Termination
Amendment (if the Termination Amendment is enforceable and effective).

8. No Waiver. Except as speci?cally set forth in this MOU, this MOU is not
intended as, and does not operate as, any species of consent to nullify, excuse, or waive in any
way or manner, neither express or implied, direct or indirect, nor by any operation of law, any of
the requirements or prohibitions set forth in the Agreement; and (ii) both the City and the Club
expressly reserve any and all rights, remedies, claims and defenses they have or may have under
or with respect to the Agreement; provided, however, the Club expressly waives any defense,
whether asserted by pleading or motion, that this MOU operates as any species of consent to
allow the Club to act or fail to act in any manner that causes the Club not to comply with any of
the requirements or prohibitions set forth in the Agreement, except as speci?cally set forth in this
MOU.

9. Term: Decision Notice: Survival.

A. The term of this MOU shall commence on the MOU Execution Date and
expire at midnight on December 31, 2018 (?Expiration Date"), unless this MOU is earlier
terminated as provided herein.

B. No later than the Expiration Date, the Club shall provide the City with a
written notice (?Decision Notice?) informing the City that the Club desires to attempt to
negotiate the New Agreements; (ii) desires to prepare a Termination Amendment; or will not
attempt to negotiate the New Agreements or prepare a Termination Amendment, in which case
the Club and the City shall remain bound by the Agreement for the entire Term. This MOU shall
automatically terminate upon the City?s receipt of the Decision Notice.

C. Paragraphs ofthis MOU shall survive
expiration or earlier termination of this MOU.

10. Default and Termination. The City may terminate this MOU in the event of
failure by the Club to observe or perform any term or condition of this MOU if such failure shall
continue for thirty (30) days after notice thereof ?'om the City to the Club, or as otherwise
provided in this MOU. The Club may terminate this MOU in the event of any failure by the City
to observe or perform any term or condition of this MOU if such failure shall continue for thirty
(30) days after notice thereof from the Club to the City. The Club and the City agree that, in the
event of a violation of this MOU, the party not in default shall be entitled as a non?exclusive
remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of
speci?c performance or an equitable remedy ?'om a court of competent jurisdiction to enjoin or
remedy any violation of this provided, however, that the sole remedy for City Council not
approving a Termination Amendment shall be as set forth in Paragraph 7 of this MOU.

11. Notice. Any notice required by or permitted under this MOU shall be in writing
and shall be deemed delivered and received when delivered by hand or by overnight delivery
service, addressed as follows:

Ifto the City:

City of St. Petersburg
175 Fifth Street North
St. Petersburg, FL 33701
Attn: Mayor

With a cepy to:

City Attorney of St. Petersburg
One 4th Street North, 10th Floor
St. Petersburg, Florida, 33701

1fto the Club:

Tampa Bay Rays Baseball, Ltd.

Attn: John Higgins, Senior VP-"General Counsel
Tropicana Field

One Tropicana Drive

St. Petersburg, FL 33705

12. Amendment. This MOU may be amended only in writing executed by the City
and the Club, subject to City Council approval.

13. Drafting of Agreement. This MOU has been prepared by the City and reviewed
by the Club and its professional advisors. The City, the Club and the Club?s professional
advisors believe that this MOU expresses their agreement and that it should not be interpreted in
favor of either the City or the Club or against the City or the Club merely because of their efforts
in preparing it.

14. No Third Party Bene?ciary. No person other than the Club and the City shall
have any rights whatsoever under this MOU.

15. Control Person. The Club shall notify the City within ?ve (5) days if the Control
Person for the Club ceases to be either Stuart Sternberg or Matthew Silverman. The City may
terminate this MOU with ?ve (5) days prior notice to the Club in the event that the Control
Person for the Club ceases to be either Stuart Sternberg or Matthew Silvennan. For purposes of
this MOU, ?Control Person? means the person designated by the Club and approved by MLB
who is accountable to MLB for the Club?s Operation and its compliance with the rules of MLB
and who is responsible for and empowered to make all Club decisions, including voting on
behalf of the Club at MLB owners meetings.

16. City Approval. For purposes of this MOU, any required written permission,
consent, acceptance, approval, or agreement (?Approval?) by the City means the Approval of the
Mayor or his authorized designee, unless otherwise set forth in this MOU or unless otherwise
required to be exercised by City Council pursuant to the City Charter or applicable laws; and (ii)
any right of the City to take any action permitted, allowed, or required by this MOU may be

exercised by the Mayor or his authorized designee, unless otherwise set forth in this MOU or
unless otherwise required to be exercised by City Council pursuant to the City Charter or
applicable laws.

17. Due Authority. Each party to this MOU represents and warrants to the other party
that it is a duly organized, quali?ed and existing entity authorized to do business under the
laws of the State of Florida; (ii) this MOU is independently enforceable in accordance with its
terms; and all appropriate authority exists so as to duly authorize the person executing this
MOU to so execute the same and fully bind the party on whose behalf he or she is executing.

18. Governing Law and Venue. This MOU shall be governed by and construed in
accordance with the laws of the State of Florida. Except as provided in Paragraph 7 of this
MOU, venue for any legal proceeding arising out of or related to this MOU shall be the
Circuit Court for the Sixth Judicial Circuit, in and for Pinellas County, Florida, St. Petersburg
Division; (ii) each party waives any defense, whether asserted by motion or pleading, that the
aforementioned court is an improper or inconvenient venue; and the City and the Club
consent to the personal jurisdiction of the aforementioned court and irrevocably waive any
objections to said jurisdiction with respect to any legal proceeding arising out of or related to this
MOU.

In Witness Whereof, the undersigned have executed this Memorandum of
Understandin the day and year ?rst above written.

   
   

FLORIDA ATTEST:

 

 

Chan Srinivasa City Clerk

TAMPA BAY RAYS BASEBALL, LTD.,
a Florida Limited Partnership

by 50186, LLC

Its Manager eneral Partner

   

Approvedasto ontent an orm

AW as?

(lit ttorney (designee)
MO anuary2016

 

 

 

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