Tufton Professional Baseball LLC c/o Leidos Field at Ripken Stadium 873 Long Drive Aberdeen, Maryland 21001 October 3, 2018 VIA MESSENGER VIA MESSENGER City of Aberdeen City of Aberdeen City Hall City Hall 60 North Parke Street 60 North Parke Street Aberdeen, Maryland 21001 Aberdeen, Maryland 21001 Attn: Patrick L. McGrady, Mayor Attn: Randy Robertson, City Manager Re: Tufton Professional Baseball (?Tufton?) Demand for Performance of City?s Obligations Under 2000 Concession Agreement Gentlemen: As you know, my brother and I were born and raised in the City of Aberdeen and have great respect for everyone who lives and works in this beautiful part of Maryland. Almost 20 years ago, we joined hand?in? hand to bring a state-of?the?art minor league stadium to the City. Our thought then was and continues to be that Ripken Stadium and the entire Ripken Experience Complex, including Cal Sr.?s Yard, are great attributes to the City and County. People all over the country, including those that travel the 1-95 corridor often tell me that the Stadium is a landmark that they have visited or anticipate seeing. And, scores of professional athletes and young aspiring athletes (and their families and ??iends) have come to know our great City because of these facilities. Millions of dollars of economic activity have been generated in our community and the region. Better yet, these facilities add to the cultural and civic mix that makes this community vibrant and set Aberdeen apart from other cities. As many of you know, my brother and I personally invested more than $6 million in the Stadium project, more than the City itself invested. Because of our long-term relationship with the Orioles and the forward-thinking vision of the Angelos family, we secured a player development agreement from the Orioles even though the Orioles at the time had a full complement of minor league teams. And, for the past 20 years, we have remained committed to our allegiance with the City. Not only does Tufton employ many City and County residents and pay its fair share of fees and taxes, but we actively assisted the City and County in securing the hotel tax. As we heard many times in Annapolis, the hotel tax would not have been passed except for our involvement in the Stadium. So, it is with a heavy heart that after many months of trying to encourage the Mayor and the City of Aberdeen to honor their obligations under the 2000 Concession Agreement that I am compelled to send you this Notice of Demand but, a deal is a deal and contracts are meant to be honored. Accordingly, Tufton hereby demands that the City of Aberdeen (1) honor its obligations to undertake capital improvements, major maintenance, and replacements to Leidos Field at Ripken Stadium, (2) recognize that the City has been deemed to have recouped its 2000 investment in the Stadium (which recoupment shifts 013705.4688801403 City of Aberdeen Attn: Patrick L. McGrady, Mayor Attn: Randy Robertson, City Manager October 3, 2018 Page 2 the right to hold most non-baseball Events at the Stadium to Tu?on), and (3) con?rm Tufton?s unilateral right to renew the Concession Agreement into the 2023-2042 Renewal Tenn. Regrettably, our on and off negotiations with the Mayor over the past year and our September 20th effort to mediate our disputes have failed to produce any resolution. And, although I wish our lawyers did not have to do so, they are prepared to take legal action against the City of Aberdeen to protect our contractual rights unless the City and Tufton can reach a mutually acceptable resolution by the close of business on Tuesday, October 9, 2018. To help facilitate your decision-making and with great hopes that the City will honor its contract with us, I am outlining below the nature of the disputes and our rights under the Concession Agreement. As you review these matters, please also remember that in addition to the multi-million dollar contribution my brother and I made to the development of Ripken Stadium, Tufton also covers operations and routine maintenance at the cost of almost $400,000 annually, and we have spent nearly an additional $2,000,000 on a state-of?the-art video board and other additional features. Through successive license agreements we ran non-baseball City Events at the Stadium in a professional manner, serving the citizens of Aberdeen and Harford County and paying the City considerable license fees. in; ?3 Capital Maintenance Obligations As you know, in December of 2000, Tufton and the City entered into a Concession Agreement (the ?Concession Agreement?). In addition to the Concession Agreement, there are other documents that are relevant to your review, including the August 2006 Ripken Stadium Management Board Assessment of Capital Projects, the July 2016 Capital Improvement Plan prepared by a consultant engaged by the City (the ?2016 Duf?eld Capital Improvement Plan?), the 2016 Ripken Stadium Project List FY 2017-2026 arising out of that Plan (the ?City?s 2016 Project List?), and the Capital Improvements and Major Maintenance Report dated November 2017 (the ?2017 City Engineer?s Report?) whereby the City mischievously reinterpreted the 2016 Duf?eld Capital Improvement Plan and disclaimed capital maintenance that the City had recognized as its obligation in the City?s 2016 Project List. Please also refer to our April 19, 2018 Demand Letter which discussed the overdue capital maintenance projects in detail and presented other reports and studies. The Concession Agreement requires that: A. The City ?shall be responsible for the capital maintenance of the Stadium and Site? and shall address all necessary and required capital improvements, major maintenance, and replacements at its expense (Section 5.02). By way of examples, the City shall be responsible tor: the repair or replacement of all structures, systems (including mechanical, electrical and those related to utilities such as, but not limited to, HVAC, water, sewer and electrical) and capital improvements when needed or required to keep the Site, including the Stadium, in compliance with applicable laws, rules or regulations. B. Tufton shall address all year-round, routine maintenance, all cleaning, routine upkeep, and other Non-Capital Maintenance (Section 5.01) Tufton has honored its ?Non-Capital Maintenance? obligations under Section 5.01. 01.370546385101403 City of Aberdeen Attn: Patrick L. McGrady, Mayor Attn: Randy Robertson, City Manager October 3, 2018 Page 3 We hereby renew our requests and demand that the City (I) con?rm (as the City previously recognized) that each and every project on the 2016 Ripken Stadium Master Project List FY 2017-2026 (which is attached to this letter as Attachment 1) constitutes capital maintenance which is the obligation of the City under Section 5.02 of the Concession Agreement and (2) and diligently undertake each of the capital improvements, major maintenance, and replacement projects set forth on the List of Priority Capital Maintenance Projects which is attached to this letter as Attachment 2. In reSpect to the City?s 2016 Project List, we note that the City was proceeding to undertake these capital improvements until (in 2017) The Mayor reversed the course during the unsuccessful negotiations for Tufton continuing to manage the City Events. We are pleased that the Handrail Supports Project (Structural Project 25) and the Rewire Parking Lot Lighting Project (MEP Project 11) have been completed. We thank the City for its attention to those two Projects. Otherwise, however, except for occasional grinding of a few concrete slabs (as an interim measure to address tripping hazards caused by sinking concrete slabs), no other Project on the City?s 2016 Project List has commenced or appears to be in process. We understand and respect that the City desires to manage its costs for satisfying its capital improvements, major maintenance, and replacement obligations under Section 5.02 of the Concession Agreement and that, even with emergencies, it has a budget and procurement process. We have repeatedly encouraged that the City and Tufton should work together to prepare and update, year-to-year (on a rolling basis), a ?ve-year Capital Improvement Plan to prioritize and budget for the City?s obligations. We renew that offer. Deemed ?Recoupment? of in) ?3 Investment and Shi?ing ofNon-Baseball Events from Cirv to ufton In December 2017, per Section 4.05 of the Concession Agreement, the City was deemed to have ?recouped? its 2000 investment in the Stadium due to the event licensing fees, admission and amusement taxes, excess land sale proceeds, bond funds, and other ?mds received by the City, which recoupment resulted in the right to run non-baseball Events to shift from primarily the City to primarily Tufton. The City has challenged the conclusion that recoupment has occurred, notwithstanding clear evidence. Tufton has delayed taking af?rmative action to assert its right to run non-baseball Events in order to make a good faith effort to reach an amicable resolution with the City on all disputes. We note that the City received $95,000 in licensing fees for Tu?on?s management of 2017 City Events and that only $10,000 is anticipated to be paid by the new manager for 2018. We demand that the City con?rm in writing that recoupment has occurred in accordance with Section 4.05 of the Concession Agreements and provide notice to Huntley Sports Group that its management contract (which is subject to the Concession Agreement) is terminated, effective immediately (except to the extent the City desires to have HSG run the remaining 15 City Events that it may run annually at the Stadium). u?on ?s Renewal Rights Tufton, by virtue of Section 3.02 of the Concession Agreement, holds the right to renew the Concession Agreement for an additional 20-year term, upon written notice to Aberdeen at least 120 days prior to the expiration of the Initial Term and so long as Tufton is not in default of the Concession Agreement at the expiration of the Initial Term. Upon renewal, the Concession Agreement remains unchanged, except the City obtains the right to impose an annual fee (during the renewal term) on Tufton to ?fund such repairs and improvements to the Stadium . . . as [the City] and [Tufton] shall have deemed necessary during the Initial Term.? That is, the City will be reimbursed over the course of the renewal term (through annual payments) for what it expended on ?necessary? repairs and improvements during the Initial Term, reduced by the average 0 3705.46888.014.03 City of Aberdeen Attn: Patrick L. McGrady, Mayor Attn: Randy Robertson, City Manager October 3, 2018 Page 4 revenue received over the last ?ve years of the Initial Term from identi?ed categories, such as admission and amusement taxes. The City creatively disagrees as to how and when this annual fee should be calculated and has taken the position that if the City refuses to agree upon an annual rent number it could block Tufton?s renewal right. We demand that the City con?rm in writing that Tufton may unilaterally exercise its renewal right, followed by a determination of the annual fee. If there exists in 2022 any disagreement as to the cost of the necessary repairs and improvements undertaken by the City during the Initial Term or the calculation of the annual fee (in accordance with the formula set forth in Section 3.02), Tufton would be willing to submit those speci?c factual questions to binding arbitration to an independent accountant. Tufton?s attorneys request that I state that this letter is without prejudice to any of our rights, powers, privileges, remedies, and defenses, now existing or hereafter arising, all of which are hereby expressly reserved. This letter (and any discussions we have had or may have about the above requested actions) is not, and shall not be deemed to be a waiver of or a consent to any default or noncompliance, now existing or hereafter arising under the Concession Agreement. Again, thank you for your prompt attention to these matters. I truly hope that we can reach a mutually acceptable resolution, but given the current circumstances need to hear from you by the close of business on Tuesday, October 9, 2018. Very truly yours, TUFTON PROFESSIONAL BASEBALL LLC By: (a Calvin E. Ripkea/J/ru?resident and CEO cc: Members of the City Council of City of Aberdeen Frederick C. Sussman, Esq, City Attorney William E. Carlson, Esq. and Paul Mark Sandler, Esq., Counsel to Tufton Baseball 013705.46838.0l4.03 City of Aberdeen Attn: Patn'ck L. McGrady, Mayor Attn: Randy Robertson, City Manager October 3, 2018 Page 5 ATTACHMENT 1 Copy of Gig?Prepared Capital Project List RIPKEN STADIUM MASTER PROJECT LIST FY 2017?2025 Year PROJECT DESCRIPTION Discipline Protect Project Cost Type (Sl' 1 25 Handrail Supports . Conzrete Structural Health/Safety 1,000,000.00 2 1 Freeze protect pipes at entry MEP Coerat.on/Itraintenance 150,000 2 8 Insulate Exterlor Heat Traced Prpes [Beyond Main Entrr} MEP 5 29,250 2 16 Sprintler Air Compressor for Posmve Drainage MEP Cperauonirtramtenanm 3 6,500 2 42 Repair rool Ieal. Architect. Health/Safety 3,000 00 2 48 Repair Stadium Seat Architecr Hearth/Safety 5 80000.00 2 11 Rescue Lot lighting MEF Oceratron/Marntenance 5 75.000 3 5 Add VRF for Press 80: Area anratros/Marnterance 5 65.000 3 7 Replace or Pan Enericr Lowers MEF C-oeration/Mamtenarn 5 39,000 3 22 ADA Acce55ibility Site/Civil Coeration/h?airtenance 5 45,000.00 3 34 Repair Displaced Soil Perimeter Wall Structural 10,500.00 3 36 Insulate Floor of club Laval Architect Fan Experience 5 155,000.00 3 44 Install store ceiling insulation Architect. Coeralronlh?iaintenance 18,000.00 3 50 Insatll heated bullhead for pipes MEP Cneral?on/l?namtehahce 30,000.00 3 45 Insulate Atrium Area Architect 42,000.00 4 12 Add Destratiliciation fans In Kitchens MEP C:eration/Main:enance 5 20,000 4 27 Reapir Dumpster Access Concrete Structural (Duration/Maintenance 5 3,000.00 4 37 Install metal panel soft'it at concourse Architect seratian/Mamtenan:e 165,000 00 4 38 Install bulkheads and so?rt main entry Architect Cperattan/Maintenan:e 55,000.00 5 2 Add Infrared Heat - Club level MEF Operatsoii/Mair-tenance 120,000 5 20 Improve Warning Track Drainage Site/civil Fan 5 4000000 5 21 Pave Maintenance road Site/(Nil Operation/Maintenance 110,000.00 5 28 Repair concrete at Northeast Perimeter Wall corners Structural Caeration/Maintenarce 5 7.50000 5 9 Reparr First Base Handtcap Ramp - Isolation lomt Structural Cceratior/trainzenarce 5 2,500.00 5 30 Repair Third Base Srde Handicap Ramp - Isolation Joint tructural 5 2,500.00 5 31 Repair Storage Shed slab cracks Structural Operation/Marmara 5 1,030.00 5 49 Reaprr Condensate pump servmg heat pump MEP Oceratior/h?larnlenarce 5 2,030.00 5 32 Reparr Crab Shack Concrete Structural 5 6,000.00 5 33 how Concourse Concrete mssing Sealant: and cruel: Structural Operation/hhinlenarce 5 8,600.00 5 35 Interior CMU wall cracks (adjacent to elevator) Structural Operation/hurricane 5 1,000.00 5 46 Repair sealants between Concourse and Burldings Architect. Operation/I?Jair?lenarce 20,000.00 5 47 Replace locler room carpet Fan Experience 5 10,000.00 6 '4 Add Demand Control Ventilation MEF Operation/turmeriarce 5 7,500 6 6 Install Ducted Return System Operation/l-laintenaree 5 95,000 6 51 Insatll stairwell signs MEP Ocerar-cn/Maintenarce 5 1.000 6 24 Remediate Chronic wet soil - 3rd base-side Exterior Operatiori/Mamtenai-ce 25,000.00 6 26 Repair Elevated Picnic Area trust at Ines. ventilationl Architect 11,000.00 6 43 Improve Ventilation under wood decl Architect Operation/Maintenance 40,000 00 7 9 Repalr Cold BGI Condensate Pipe MEP Operation/Maintenance 5 1,000 7 10 IT Room and Cooling (monitor temps first) MEF 5 105,000 8 13 Install Above Floor Grease Traps MEF 5 22,500 8 14 Install Food Court Destratilicatron Fans MEF 5 18,000 8 23 Enhance Landscaping 3rd Base Exterior Wall Site/civil Fan Experience 5 35,000.00 9 15 Regal! PVC Srte Pupe MEF 5 14.500 9 17 Install LED upgrades in stadium MEF Fan Elpcrience 250,000 9 18 Upgrade Parling Lot lights to LED MEF Cperaticn/Mainterarce 125,000 9 40 Install roof ladder access Architect. 40,000.00 9 ?1 Concrete wall coping and sealing Architect. 5 15,000.00 10 3 Install Water Meter for Irrigation MEFD 5 3.750 10 19 Add Bras System MEF Fan Experience 5 45,000 10 39 Replace Epo-y ?oor paint in locler rooms Architect iteration/Ivantararm 5 35,000 00 TOTAL 10 year Cost (2016 Dollars] ?lm Cost are based on 2016 dollars and include design, bid package and construction costs 0 1 37014688801403 5 City of Aberdeen Attn: Patrick L. McGrady, Mayor Attn: Randy Robertson, City Manager October 3, 2018 Page 6 ATTACHMENT 2 sir?,3. L1 ?fth {All 2. 4 - A 335311111211; ADA Compliant Ramps and Walks Should have $191,500 The City needs to modify and/or replace any sidewalk handicap been (including ramps that are not compliant with ADA code, including the ramp completed also Project located on the ?rst base side of Ripken Stadium, as identi?ed in before nos. 2, 3, 4, the 2017 City Report. June 15, and 8) - The City needs to rectify, repair, remove, and/or replace the 2018 sidewalk areas that are heaving and spalling (including the area identi?ed in 2017 City Report), regardless of whether the sidewalks are part of an ADA accessible route. - The City needs to remove and replace the non-compliant handicap sidewalk ramps with ADA compliant concrete ramps. Joint Repairs between Slab and Wall Should have See - The City needs to address the separation between the concrete been Project 1 slabs and the CMU walls and retaining wall as identi?ed in 2017 completed (above) City Report. before - The City needs to have the joints professionally cleaned and June 15, adequate isolation materials shall be placed in the joints. As 2018 recommended by 2017 City Report, the slabs should be raised to original grade where they have settled. Cracks and Spalling at Wall Corners Should have See - The City needs to have the areas showing cracks/spalling at the been Project 1 comers of the concrete walls identi?ed in the 2017 City Report completed (above) demolished to expose the sound concrete. The exposed concrete before and reinforcing steel surfaces should be cleaned and a bonding June 15, agent applied. Additionally, a one-component, self-consolidating 2018 concrete mix should be applied to achieve the original dimensions of the wall construction, as recommended by the 2017 City Report Report. Concrete Slab Cracks and Isolation Joint Sealing. Should have See - The City needs to rout the concrete slab cracks and a ?exible been Project 1 sealant material should be used to seal the cracks, as completed (above) recommended by the 2017 City Report. before June 15, 2018 Elevated Picnic Area Storage. Should be $50,000 - The City needs to modify the Elevated Picnic Area Storage completed the third base-side, elevated picnic area identi?ed in the 2017 City by Report) to reduce the amount of moisture entering the structure March 31, and to increase the ventilation of the space to remove the 2019 moisture. Displaced Soil Anchor and Bearing Plate. Should be $10,000 - The City needs to replace the displaced soil anchor along the completed northeast perimeter wall, as recommended by the 2017 City by Report March 31, 2019 013705.46888.0l4.03 City of Aberdeen Attn: Patrick L. McGrady, Mayor Attn: Randy Robertson, City Manager October 3, 2018 Page 7 Interior Walls. Should be . The City needs to clean and seal the isolated locations of cracks completed along the face shell and mortar joints at the second level on the by ?rst base side of Ripken Stadium (adjacent to the elevator), as March 31, recommended by the 2017 City Report. 2019 8 Concrete Wall Coping. Should be - The City needs to rake out, repoint, and seal the walls around the completed See ?at roof areas that have a precast concrete c0ping that caps the by Project 1 wall, as recommended by the 2017 City Report March 31, (above) 2019 9 Exhaust Fans. Should be $3,000 - In order to protect the roof system, the City needs to upgrade the completed existing exhaust fans in order to minimize grease from damaging by the rubber roof, as recommended by the 2017 City Report. March 31, 2019 10 Exterior Wall Louvers. Should be $10,000 The City needs to upgrade the exterior wall louvers to prevent completed rain from penetrating into the interior spaces, as recommended by by the 2017 City Report. March 31, 2019 1 Stormwater Management Facilities. Should be UNKNOWN - The City should have the phragmites and sediment removed completed from the Storm Water Management Facility, as recommended by by the 2017 City Report, and perform all necessary, appropriate, or March 31, required maintenance. 2019 12 Warning Track Drainage. Should be $40,000 - The City should regrade the area identi?ed in the 2017 City completed Report and listed on the 2016 Duf?eld Report/City FY 2016-2026 by Project List (Project 20) along the out?eld wall in the right- March 31, center?eld area of Ripken Stadium, in order to minimize the 2019 ponding that occurs during signi?cant rainfall events, as (or recommended by the 2017 City Report. undertake as part of 2019-2020 ?eld replacement) 13 Unpaved Maintenance Road. Should be $110,000 - The City should pave this road (as was originally planned when completed the Stadium was built). by March 31, 2019 013705.46888.014.03 City of Aberdeen Attn: Patrick L. McGrady, Mayor Attn: Randy Robertson, City Manager October 3, 2018 Page 8 iv - 7 ?507 Relamping Field Lighting System Before the - The City should perform a complete LED relamping of the ?eld 2019 Season (or less, if lighting system (as recommended by the 2016 Gould Evans City is able Associates Facility Report and as required by Minor League to acquire Baseball. acceptable retro?t replacements for ballasts and bulbs) 15 Reimbursement for Cost of 2017 Safety Netting Replacement. $14,284.62 - The City must reimburse Tufton for the $14,284.62 cost that Tufton incurred to replace the safety netting, which was installed as an ?emergency? measure under Section 5.03 as required by Minor League Baseball. 16 Replacement of Audio System. Before the $150,000 - Two of the audio system?s amps are considered a ?re risk and 2019 Season are kept off and the entire system, after seventeen years, does not perform up to acceptable standards and ADA requirements. The City should replace the audio system. 17 Replacement of Playing Surface. Immediately $250,000 0 The 17 year?old playing surface, which is a critical part of the after the (TM: 2006 Stadium, is well beyond its anticipated life and requires 2019 season Stadium replacement. (In 2006, the Ripken Stadium Management Board Capital Assessment of Capital Projects stated that the ?eld would need to Projects be replaced by 2016. The City should replace the playing ?eld. study had estimated $155,000) 013705.46888.014.03