Vous êtes sur la page 1sur 118

E-FILED

Harford Circuit Court


10/10/2018 3:59 PM

TUFTON PROFESSIONAL BASEBALL LLC *


Ripken Stadium * IN THE CIRCUIT COURT
873 Long Drive * FOR HARFORD COUNTY
Aberdeen, Maryland 21001 * MARYLAND
*
* C-12-CV-18-000731
Plaintiff, * Civil Case No. _________
*
vs. *
*
CITY OF ABERDEEN, MARYLAND *
A Municipal Corporation *
60 North Parke Street *
Aberdeen, Maryland 21001 *
*
SERVE ON: *
The City Manager *
Randy Robertson *
60 North Parke Street *
Aberdeen, Maryland 21001, and *
*
The City Attorney *
Frederick C. Sussman, Esq. *
Council Baradel *
125 West Street, Fourth Floor *
Annapolis, Maryland 21401 *
*
Defendant. *
*

COMPLAINT FOR BREACH OF CONTRACT, ANTICIPATORY


BREACH OF CONTRACT, DECLARATORY JUDGMENT, SPECIFIC
PERFORMANCE, AND INJUNCTIVE RELIEF

Plaintiff Tufton Professional Baseball LLC (“Tufton”), by its undersigned attorneys, sues

the City of Aberdeen, Maryland, a municipal corporation (the “City” or “Aberdeen”), seeking

validation of a contract between the parties that the City has rejected without any justification, and

states as follows:
PRELIMINARY STATEMENT

The case is about protection of a simple principle: contracts are meant to be honored – a

deal is a deal whether between two businesses or a business and a local government. While elected

officials and governmental administrations change from time to time, contracts stand the test of

time. And, for good reason. The law does not allow – nor should it – for the enforcement of

contracts to be subjected to the political whims of subsequent elected officials or administrations.

Local governments are held to their contractual obligations just like private citizens. Otherwise,

the private sector could not rely on the enforcement of governmental contracts and, in turn, many

services provided by the government would come to a grinding halt. Reliability and predictability

are at the bedrock of every contract and that should be the case here. Tufton is requesting that the

Mayor and City Council live up to an agreement that they signed almost two decades ago – at the

time enthusiastically – to develop and operate a state-of-the-art minor league stadium and sports

complex. Unfortunately, after repeated attempts to resolve these matters with the City were

unsuccessful, Tufton is compelled to bring this action to enforce its contractual rights.

INTRODUCTION

1. Over eighteen (18) years ago, Tufton and the City began a private-public

partnership through which a professional minor league baseball stadium (Ripken Stadium) was

constructed in Aberdeen on real property owned by the City. Cal Ripken Jr. and Billy Ripken,

owners of the Aberdeen IronBirds (indirectly through an entity controlled by them), invested over

$6 million into the construction of Ripken Stadium – over 1/3 of the budgeted cost. The Ripkens,

who were born and raised in Aberdeen, envisioned the Stadium as an asset to the local area,

bringing business and tourists to the City as well as serving as a community gathering place. The

City was an indispensable partner in accomplishing these goals.

2
2. To that end, on December 7, 2000, the City and Tufton entered into the Concession

Agreement (hereinafter the “Concession Agreement” or “Agreement”), which is the subject of this

case, pursuant to which Tufton operates the IronBirds, a professional minor league baseball team,

at Ripken Stadium. The Stadium is owned by the City and, subject to Tufton’s “baseball events”

and other event rights, the City is permitted to utilize the Stadium for defined “City Events” and

“Community Activities.” As agreed in the Concession Agreement, the City is responsible for

undertaking and paying for capital maintenance and capital improvements for the Stadium, while

Tufton bears that responsibility for routine minor maintenance. For many years, Tufton and the

City worked collaboratively and generally fulfilled their contractual obligations. Tufton has gone

above and beyond its contractual duties and has taken actions to support the City’s interests,

including lobbying for state bond funding for Stadium capital maintenance and a hotel tax so that

Aberdeen could benefit from the hotel visitors attracted by Ripken Stadium and other Ripken

enterprises. The City has received over $2.2 million from the hotel tax alone.

3. In recent years and after a change in the mayoral administration, the current Mayor

and the City Council unilaterally decided that they no longer liked the Concession Agreement, and

publicized that they would not honor their contractual duties, as a way to reduce the City’s agreed

upon financial obligations. In furtherance of that position, the City has refused to honor its agreed

responsibility to commence and pay for seriously needed capital maintenance and capital

improvements for the Stadium and has taken positions on the interpretation of the Agreement

regarding its obligations that contradict the express terms and purpose of the Agreement. The

City’s conduct is aimed at frustrating Tufton’s rights under the Agreement in order to coerce

Tufton into renegotiating the Concession Agreement on terms the Mayor and City Council view

as more favorable to them, or to terminate the relationship all together. For instance, the City has

3
(i) claimed it is not responsible for any “baseball” related capital maintenance or improvements

for its own baseball Stadium despite having undertaken such projects in the past without objection;

(ii) re-characterized projects that the City previously represented as its capital maintenance

obligations as now the responsibility of Tufton; (iii) refused to timely perform capital maintenance

projects the City has recognized are needed and budgeted for in prior fiscal years; and (iv) acted

unnecessarily difficult in undertaking the minimal projects the City has actually agreed to perform.

These City Projects (as defined herein) are important to maintaining a structurally sound,

functioning, and safe Stadium for the citizens of Aberdeen and all the other Stadium visitors who

contribute so much to Aberdeen’s economy.

4. In addition to creating disputes surrounding its capital maintenance obligations, the

City has invented other issues in its continued effort to force Tufton’s hand. For instance, in direct

contravention of the unambiguous language in the Concession Agreement, the City has asserted

that it can “block” Tufton’s right to renew the Concession Agreement for another 20-year term by

refusing to agree upon an annual fee. The City has also refused to acknowledge that it is “deemed

to have recouped its investment” by trying to redefine or limit the meaning of previously agreed

broad contractual language in a manner that suits the City’s present disposition.

5. Representing the pinnacle of its tactics, the Mayor and City Council tried to use

other agreements to force Tufton into a new arrangement. In prior years, Tufton managed the

“City Events” under the Concession Agreement pursuant to license agreements. The City declined

to extend its licensing agreement with Tufton because, among other reasons, Tufton was unwilling

to re-negotiate the existing terms of the Concession Agreement.

6. The City’s conduct has made operating Ripken Stadium unbearably difficult and

left Tufton with long overdue and impending capital maintenance and uncertainty about the future.

4
The City’s refusal to perform capital maintenance is jeopardizing the quality and safety of the

Stadium –for baseball, City Events, and Community Activities. The Mayor’s and the City

Council’s tactics need to stop.

7. To avoid formal litigation and out of respect for the City, Tufton agreed to mediate

these disputes with the City on September 20, 2018. Despite Tufton’s good faith efforts, the

mediation was unsuccessful.

8. With the 2019 season fast approaching, Tufton has been left with no choice but to

commence this lawsuit and protect its rights under the Concession Agreement.

PARTIES, JURISDICTION, AND VENUE

9. Plaintiff Tufton Professional Baseball LLC is a Maryland limited liability company

with its principal place of business in Aberdeen, Maryland. Plaintiff is a party to the Concession

Agreement.

10. Defendant City of Aberdeen is a municipal corporation organized and existing

under the Constitution and the laws of the State of Maryland that has its principal offices at 60

North Parke Street, Aberdeen Maryland. Defendant is authorized to be sued under its Maryland

Charter and Md. Code Cts. & Jud. Proc. § 5-5A-01. Defendant is party to the Concession

Agreement.

11. The City is primarily governed through a City Council that is made up of the Mayor

and four City Councilmembers. The present Mayor is Patrick McGrady and the present City

Councilmembers are Steven Goodin, Sandra Landbeck, Tim Lindecamp, and Melvin Taylor

12. This Court has personal jurisdiction over the City under Md. Code Ann., Cts. &

Jud. Proc. § 6-102(a) because the City is Maryland municipal corporation.

5
13. Venue is proper in this court pursuant to Md. Code Ann., Cts. & Jud. Proc. § 6-

201(a) because the City maintains its principal place of business in Harford County.

FACTS COMMON TO ALL COUNTS

14. In the late 1990s, Tufton, the City, Harford County, and the State of Maryland

embarked upon a collaboration to develop and construct a professional minor league baseball

stadium in Aberdeen. The Ripkens initiated this collaboration as a means to give back to their

hometown and create a lasting community area.

15. Pursuant to this plan, Tufton, Maryland, Harford County, and Aberdeen would fund

the stadium construction, budgeted at approximately $18 million. Aberdeen would own the

physical stadium and real property and Tufton would essentially lease the stadium from the City

to operate a professional minor league baseball team.

16. On December 7, 2000, the Maryland Stadium Authority, Harford County,

Aberdeen, and Tufton entered into a Funding Agreement with respect to financing the

development and construction of the stadium. The Ripkens invested over $6 million into the

construction of the stadium, a rare act for an owner of a minor league baseball team. The City

contributed approximately $4 million to the project, financed through the sale of tax-exempt

municipal construction bonds.

17. On December 7, 2000, Tufton and the City executed the Concession Agreement, a

copy of which is attached hereto as Exhibit A. The Concession Agreement governs Tufton’s and

the City’s rights and responsibilities as to the “Stadium” and “Site”, including use, operation,

maintenance, and improvements. Subject to Tufton’s right to renew for an additional 20-year term,

the Concession Agreement expires on December 31, 2022.

6
18. In 2002, the Stadium (named Ripken Stadium) opened its gates. Ripken Stadium

is the home of the IronBirds, a professional minor league baseball team. The IronBirds are a Class

A affiliate of the Baltimore Orioles and play in the New York-Penn League. The IronBirds

baseball season spans from June to September.

19. Per the terms of the Concession Agreement, Tufton uses Ripken Stadium primarily

for the IronBirds, while the City has access to the Stadium to conduct “City Events” and

“Community Activities, as defined therein.

The Terms and Operation of the Concession Agreement

A. The City Is Responsible for Capital Maintenance; Tufton Is Responsible for Minor
Maintenance

20. The “Stadium” and “Site” are owned by the City. Sections 5.01 and 5.02 of the

Concession Agreement divide responsibility for the maintenance and care of the Stadium and Site

between Tufton and the City.

21. Under § 5.01, Tufton is responsible for “year-round, Non-Capital Maintenance.”

Non-Capital Maintenance is defined as “all work . . . . reasonably necessary for cleaning and

routine upkeep of any property, structures, surfaces, facilities, fixtures, equipment or furnishings,

or any other component of the Site, in order to preserve such items in their existing condition,

ordinary wear and tear expected” (referred to herein as “Minor Maintenance” or “§ 5.01

Obligations”). Non-Capital Maintenance is intended to cover “work of a routine, regular and

generally predictable nature…”

22. Under § 5.02, the City is responsible for the more encompassing “capital

maintenance of the Stadium and Site.” The City’s “capital maintenance” obligations include but

are not limited to “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

7
electrical) and capital improvements when needed or required to keep the Site, including the

Stadium, in compliance with applicable laws, rules or regulations” (referred to herein as “Capital

Maintenance” or “§ 5.02 Obligations”). These “capital improvements and major maintenance

replacements shall be performed by the City at its expense.”

23. Capital Maintenance (including capital improvements) is common terminology

used in stadium concession agreements as well as commercial leases. At the time of the

Concession Agreement, Tufton and the City intended Capital Maintenance (including capital

improvements) to carry the meaning generally afforded in the industry.

24. As an example, cutting the grass on the playing field at Ripken Stadium is a Minor

Maintenance performed and paid for by Tufton. The replacement of the playing field (which has

a finite life span) would be a Major Maintenance performed and paid for by the City.

25. In 2006, the Ripken Stadium Management Board commissioned CPTM Sport

Enterprises LLC to execute a facility assessment of Ripken Stadium to develop a deferred

maintenance strategy for the City’s § 5.02 Obligations. CPTM produced a report in August 2006

(the “Stadium Board Capital Projects Report”). Among other things, the Stadium Board Capital

Projects Report included as a Capital Maintenance project the replacement of the playing field of

the Stadium, to be done by 2016. The Stadium Board Capital Projects Report also advised that

the concourse walkway along the first base line between the upper and lower levels of the Stadium

was settling and needed to be raised and that such Capital Maintenance project needed to be

completed in 2007, the year following that report. The City has failed to commence and complete

either of the aforesaid Capital Maintenance projects.

26. In May 2014, the City paid for the replacement of the outfield wall mats for the

Stadium as a Capital Maintenance.

8
27. In 2014 and 2017, the City received $450K and $500K, respectively, in Maryland

state bond grants in order to conduct Capital Maintenance on the Stadium. The City used the funds

received from the bond grants to complete certain Capital Maintenance projects, such as replacing

the handrails in Ripken Stadium and performing work on the parking lot. Tufton lobbied on behalf

of the City with the State of Maryland for the state bond grants.

28. Tufton, through the Ripkens, lobbied in the State of Maryland and Harford County

for a hotel tax that would permit the City to benefit from the hotel visitors attracted by, inter alia,

Ripken Stadium and utilize that additional revenue for purposes of the City’s Capital Maintenance

obligations. As a result of the lobbying efforts, the State of Maryland and Harford County

approved a hotel tax, a portion of which is remitted to the City. The City has generated

approximately $2.2M in revenue from the hotel tax since March 1, 2015.

29. Prior to 2016, the City has generally fulfilled certain of its § 5.02 Obligations and

maintained a professional working relationship with Tufton.

B. The Concession Agreement Allocates Use of the Stadium and Site Between Tufton
and the City; When the City Is Deemed to Recoup Its Investment that Use Primarily
Shifts to Tufton

30. Under the Concession Agreement, Tufton has the exclusive right to operate the

Stadium and Site for the IronBirds. For non-baseball events, the use of the Stadium is allocated

between Tufton and the City. The allocation first favors the City and then shifts to Tufton when

the City is “deemed to have recouped its initial investment” in Ripken Stadium under § 4.05 of the

Concession Agreement (the “Recoupment Date”). The Recoupment Date occurs when the

aggregate amount received by the City from defined “Sources” equals the debt service on $3

million payable over 20 years (the “Debt Service Amount”).

9
31. Section 4.05 of the Concession Agreement defines “Sources” as

(i) sales proceeds in excess of $85,000 per acre from the sale of the
approximate 54± acres which are adjacent to either the Site or the
land for the Ripken Academy (which is adjacent to the Site up to
$1,000,000.00), (ii) admission and amusement taxes from use of the
Stadium or Site; (iii) parking revenue from parking on Site; (iv)
exterior signage revenue, (v) profit from City Events, (vi)
concession revenue, and (vii) any other funds received by the City
which the City would not receive unless the Stadium were located
in the Site.

32. Prior to the Recoupment Date, Tufton has use of the Site for its baseball events and

up to 15 days for non-baseball events. Subject to those rights, the City has use of the Site for “City

Events” for which the City can generally keep the fees earned from users of the Site during such

times. After the Recoupment Date, the City Events decrease to no more than 15 days annually and

Tufton has year-round use of the Site subject to the 15 days for City Events. Before and after the

Recoupment Date, the City is permitted to use the Site for “Community Events.”

33. Until 2018, the City licensed the right to hold “City Events” in Ripken Stadium to

Tufton pursuant to several successive licensing agreements. Under these licensing arrangements,

Tufton oversaw the City Events and paid the City either a percentage of the gross revenue or an

annual flat fee. Between 2002 and 2017, Tufton paid the City $650K under these licensing

arrangements.

34. In 2017, the City declined to extend its licensing agreement with Tufton for the City

Events after Tufton refused to renegotiate material provisions of the Concession Agreement. The

City entered into a contract with a third-party provider (Huntley Sports Group, LLC). The City’s

agreement with Huntley Sports Group, LLC is expressly subject to Tufton’s rights under the

Concession Agreement.

10
35. In 2017 the Recoupment Date occurred and Tufton subsequently provided the City

with notice thereof. However, as an accommodation to the City, Tufton held off exercising its

post-Recoupment Date rights to resolve differences with the City that ultimately proved

unproductive. Thus, Tufton recently advised the City that because the Recoupment Date has

occurred, Tufton will exercise its post-Recoupment Date rights under the Concession Agreement.

C. Tufton Has a Right to Renew the Concession Agreement for Another 20-Year Term

36. The Concession Agreement, unless renewed, terminates on December 31, 2022,

after 20 years of Ripken Stadium being in operation (the “Initial Term”).

37. Pursuant to § 3.02, Tufton holds the right to renew the Concession Agreement for

an additional 20 year term, upon written notice to the City 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.

38. Upon renewal, the Concession Agreement remains the same, except the City gains

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.”

The Mayor and the City Council Refuse to Perform Needed Capital Maintenance on the
Stadium, Disavow the City’s §5.02 Obligations, and Attempt to Shift the City’s Financial
Obligations to Tufton, All in Breach of the Concession Agreement

39. In November 2015, Patrick McGrady was elected as Mayor of Aberdeen by 50

votes. Unless reelected, Mayor McGrady’s term ends in November 2019.

40. Over the last three (3) years, Mayor McGrady, his administration, and the City

Council have taken increasingly aggressive steps to frustrate Tufton’s rights under the Concession

Agreement; threaten and bully Tufton into either changing the Concession Agreement or buying

11
Ripken Stadium; and disclaim the City’s longstanding obligation to perform Capital Maintenance

on Ripken Stadium under the Concession Agreement. The City’s conduct under the influence of

Mayor McGrady has forced this litigation so that Tufton can protect its rights and ensure Ripken

Stadium remains the safe, first-class facility that has brought so much economic benefit to

Aberdeen.

41. In 2016, the City engaged Duffield Associates, Inc. (“Duffield”) to prepare a

Capital Improvement Program Report to summarize the property conditions and recommend

Capital Maintenance (including capital improvements) for Ripken Stadium and the Site. In July

2016, Duffield issued its report (the “2016 Duffield Report”).

42. Based upon the 2016 Duffield Report, Duffield created a 2016 necessary Capital

Maintenance project list entitled Ripken Stadium Master Project List FY 2017-2026 (the “FY

2017-2026 City Project List”), a copy of which was appended to the report. The 2016 Duffield

Report and the 2017-2026 City Project List contained a 10-year plan for the completion of

approximately 51 projects, with a cost of approximately $3.2M (in 2016 dollars) to the City.

43. In 2016, the City provided the 2016 Duffield Report and the 2017-2026 City Project

List to Tufton.

44. By providing the 2016 Duffield Report and the 2017-2026 City Project List to

Tufton, the City acknowledged, represented, and agreed that the projects listed therein were the

City’s § 5.02 Obligations.

45. In the year following issuance of the 2016 Duffield Report and FY 2017-2026 City

Project List, Tufton and the City began negotiating an extension under the licensing arrangement

pursuant to which Tufton had been managing City Events. That licensing agreement was set to

12
expire on December 31, 2017. During 2016, Tufton paid the City the agreed upon license fee of

$67,500 and in 2017 Tufton paid the City the agreed upon license fee of $95,000.

46. The City engaged (and paid) SMG World Wide Entertainment & Venue

Management Corporation (“SMG”) to negotiate a new license agreement with Tufton for 2018

and beyond. SMG’s negotiations were hostile. In one of the first sessions, SMG’s lead negotiator

presented Tufton with a proposal and stated “We strongly encourage you to take this deal because

the Mayor has a nuclear weapon he wants to throw your way if you don’t.”

47. After the City dismissed SMG, negotiations continued on the licensing front.

However, the Mayor and the City Council demanded that as part of any extension of the licensing

agreement the City’s previously agreed financial responsibility for Capital Maintenance under the

Concession Agreement be changed to shift obligations from the City to Tufton.

48. When Tufton was not receptive to the City’s strong-arm tactics, the City, on June

21, 2017, sent a letter to Tufton. In that letter, the City called the stadium an “aging facility”, but

in the same breath acknowledged that it was attempting to shift its long anticipated financial

obligations to Tufton simply because it did not want to pay the amounts needed for Capital

Maintenance.

49. Despite the Mayor’s and City Council’s conduct and threats, Tufton made all

reasonable efforts to move forward with the City. In August 2017, Tufton made a proposal to the

City for (i) extending the license agreement until 2022, under which Tufton would pay license fees

to the City from 2019 to 2022 totaling $650K that would be contributed to the City’s stadium fund

to assist with funding Capital Maintenance and (ii) the City and Tufton would commit to certain

meetings and planning sessions to address Capital Maintenance and Minor Maintenance for

Ripken Stadium. In a later proposal, Tufton even offered to refer differences on the City’s Capital

13
Maintenance obligations to binding arbitration in order to reach agreement on a 2018-2022

licensing agreement. The City ultimately rejected these proposals. Mayor McGrady wanted more.

50. Around the same time, Mayor McGrady, on behalf of the City, made numerous

public statements chastising Tufton for not accepting the City’s attempts to shift its Capital

Maintenance obligations to Tufton, berating the Concession Agreement as unfair to the City, and

advertising that the City will not let the Concession Agreement influence its finances. In a

November 2017 news article, Mayor McGrady is quoted as stating that the City is “‘on the hook’

for all capital repairs costs, which he called ‘an unlimited liability that we are not willing to

continue.’”

51. The City, through Mayor McGrady, has also made highly misleading public

statements inflating the City’s costs under the Concession Agreement and disregarding the

economic benefit of the IronBirds.

52. In October 2017, the City began advertising that it was seeking an “interested party”

to purchase Ripken Stadium. Upon information and belief, there was no legitimate third-party

buyer. A third party buyer would not have the benefits conferred upon the City that include: (i)

no real estate taxes for the Site; (ii) revenue from admission and amusement taxes on tickets to

baseball games; and (iii) revenue from hotel taxes, largely generated by hotel guests who come to

Aberdeen for Ripken Stadium or the adjacent Ripken Experience.

53. While the Mayor and the City were publicly disavowing the City’s contractual

obligations under the Concession Agreement and disparaging Tufton and the Ripkens, Tufton was

pleading with the City to undertake needed Capital Maintenance. During this period the City

precluded Tufton from booking any events for the 2018 season, while at the same time the Mayor

complained of alleged financial burdens for the City’s previously agreed Capital Maintenance

14
obligations. Tufton was forced by the City to turn away appreciable revenue that would have

directly benefitted the City.

54. By the end of October, it became clear no agreement would be reached with the

City on the licensing agreement extension. Negotiations failed largely because Tufton stood by

its rights under the Concession Agreement. In February 2018, the City ultimately executed an

agreement with Huntley to manage the “City Events” expressly subject to Tufton’s rights under

the Concession Agreement, including the Recoupment Date. Huntley has booked few City Events

at the Stadium.

55. In November 2017, the City issued a Capital Improvements and Major Maintenance

Report (the “2017 City Report”) prepared by the City Engineer after a claimed visual inspection

of the Stadium. Upon information and belief, the City did not visually inspect the Stadium for

purposes of the 2017 City Report. The 2017 City Report re-stated portions of the 2016 Duffield

Report, even using the same photographs.

56. The self-stated purpose of the 2017 City Report was to “summarize and identify

improvements that would be covered under City responsibilities (§5.02) of the Concession

Agreement.” The 2017 City Report identified 12 items of “concern” for the City with costs totaling

over $400K and six items of “concern” for Tufton. All of the items listed in the 2017 City Report

were included in the 2016 Duffield Report and FY 2017-2026 City Project List as Capital

Maintenance. All of the items the City now listed as Tufton’s concern were previously represented

by the City to be Capital Maintenance in the 2016 Duffield Report and FY 2017-2026 City Project

List.

57. Tufton continued to request that the City undertake numerous needed Capital

Maintenance projects – including those contained in the City’s 2017 City Report - largely to no

15
avail. Echoing the Mayor’s public statements about the Concession Agreement, the City took the

new and outrageous position that its § 5.02 Obligations did not include any “baseball” related

Capital Maintenance. The City’s position is contrary to the Agreement and its prior course of

performance and is designed to hamper Tufton’s rights under the Concession Agreement.

58. To date, the City has commenced and completed one project from the City’s 2017

City Report: the Rewire Parking Lot Project. The City expended a little over $10K on this project

despite budgeting significantly more. The limited cost of the project was the result of Tufton’s

efforts to secure rebates from BGE Smart Energy Programming that provided light fixtures at no

cost to the City. While performing the Rewire Parking Lot Project, the City refused to perform

any other needed Capital Maintenance on grounds that the Rewire Parking Lot Project could

potentially consume the $250K apportionment made in the City’s Fiscal Year 2017-2018 Budget.

Yet, the City did not begin any other project until June 2018, and only at Tufton’s continual

requests, and long after completion of the Rewire Parking Lot Project with a cost of $10K.

59. The Mayor and the City Council decided that they no longer liked the terms of the

Concession Agreement, did not want to spend money on the Stadium, and did not intend to comply

with its § 5.02 Obligations. The City engaged and continues to engage in a purposeful course of

conduct designed to frustrate Tufton’s rights under the Concession Agreement and force Tufton

into making a new deal for the Stadium that shifts financial obligations from the City to Tufton.

In April 2018, Tufton Identifies Overdue and Upcoming Needed Capital Maintenance that
the City Has Failed or Refused to Undertake in Breach of the Concession Agreement

60. On April 19, 2018, Tufton sent a formal letter to the City voicing its concern

regarding the City’s refusal to comply with § 5.02 and identifying 17 Capital Maintenance projects

that were either past due, needed to be completed before the 2019 baseball season, or had been

performed by Tufton and were due for reimbursement (collectively the “City Projects”). The bulk

16
of the 17 City Projects and the requested action were identified by the City in the 2017 City Report.

Those City Projects and the timing are described in the following Project List:

Project
Project Description
No.
CITY PROJECTS THAT SHOULD HAVE BEEN COMPLETED
BEFORE JUNE 15, 2018
1. ADA Compliant Ramps and Walks.
• The City needs to modify and/or replace any sidewalk handicap ramps that are not
compliant with ADA code, including the ramp located on the first base side of Ripken
Stadium, as identified in the 2017 City Report.

• The City needs to rectify, repair, remove, and/or replace the sidewalk areas that are
heaving and spalling (including the area identified 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.

2. Joint Repairs between Slab and Wall.


• The City needs to address the separation between the concrete slabs and the CMU walls
and retaining wall as identified in 2017 City Report.

• The City needs to have the joints professionally cleaned and adequate isolation
materials shall be placed in the joints. As recommended by 2017 City Report, the slabs
should be raised to original grade where they have settled.

3. Cracks and Spalling at Wall Corners.


• The City needs to have the areas showing cracks/spalling at the corners of the concrete
walls identified in the 2017 City Report demolished to expose the sound concrete. The
exposed concrete and reinforcing steel surfaces should be cleaned and a bonding agent
applied. Additionally, a one-component, self-consolidating concrete mix should be
applied to achieve the original dimensions of the wall construction, as recommended by
the 2017 City Report.

4. Concrete Slab Cracks and Isolation Joint Sealing.


• The City needs to rout the concrete slab cracks and a flexible sealant material should
be used to seal the cracks, as recommended by the 2017 City Report.

17
Project
Project Description
No.
CITY PROJECTS THAT SHOULD BE COMPLETED
BY MARCH 31, 2019
5. Elevated Picnic Area Storage.
• The City needs to modify the Elevated Picnic Area Storage (i.e., the third base-side,
elevated picnic area identified in the 2017 City Report) to reduce the amount of moisture
entering the structure and to increase the ventilation of the space to remove the moisture.

6. Displaced Soil Anchor and Bearing Plate.


• The City needs to replace the displaced soil anchor along the northeast perimeter wall,
as recommended by the 2017 City Report.

7. Interior Walls.
• The City needs to clean and seal the isolated locations of cracks along the face shell
and mortar joints at the second level on the first base side of Ripken Stadium (adjacent
to the elevator), as recommended by the 2017 City Report.

8. Concrete Wall Coping.


• The City needs to rake out, repoint, and seal the walls around the flat roof areas that
have a precast concrete coping that caps the wall, as recommended by the 2017 City
Report.

9. Exhaust Fans.
• In order to protect the roof system, the City needs to upgrade the existing exhaust fans
in order to minimize grease from damaging the rubber roof, as recommended by the 2017
City Report.

10. Exterior Wall Louvers.


• The City needs to upgrade the exterior wall louvers to prevent rain from penetrating
into the interior spaces, as recommended by the 2017 City Report.

11. Warning Track Drainage.


• The City should regrade the area identified in the 2017 City Report along the outfield
wall in the right-centerfield area of Ripken Stadium, in order to minimize the ponding
that occurs during significant rainfall events, as recommended by the 2017 City Report.

12. Unpaved Maintenance Road.


• The City should pave this road.

18
Project
Project Description
No.
CITY PROJECTS THAT SHOULD BE COMPLETED
BEFORE THE 2019 BASEBALL SEASON
13. Relamping Field Lighting System.
• The City should perform a complete relamping of the field lighting system as
recommended by the 2016 Gould Evans Associates Facility Report and as required by
Minor League Baseball.

14. Replacement of Audio System.


• Two of the audio system’s amps are considered a fire risk and 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.

CITY PROJECT THAT SHOULD BE COMMENCED AND COMPLETED


AFTER THE 2019 BASEBALL SEASON
15. Replacement of Playing Surface.
• The 17 year-old playing surface, which is a critical part of the Stadium, is well beyond
its anticipated life and requires replacement. The City should replace the playing field.

OTHER CITY PROJECTS


16. Stormwater Management Facilities.
• The City should have the phragmites and sediment removed from the Storm Water
Management Facility, as recommended by the 2017 City Report, and perform all
necessary, appropriate, or required maintenance.

17. Reimbursement for Cost of 2017 Safety Netting Replacement.


• The City must reimburse Tufton for the $14,284.62 cost that Tufton incurred to replace
the safety netting, as required by Minor League Baseball.

A. The City Projects Are Capital Maintenance Under § 5.02 of the Concession
Agreement, Contrary to the City’s Present Claims

61. The City Projects identified above are § 5.02 Obligations of the City under the

Concession Agreement.

62. The City disputes that all or some of the City Projects constitute Capital

Maintenance, even though the City identified Projects 1-10 on the Project List in its 2017 City

Report as Capital Maintenance. Further, certain of City Projects 11-17 have been previously

identified as Capital Maintenance in other City sponsored reports.

19
63. The City disputes that City Projects 13, 14, 15, and 17 are § 5.02 Obligations of the

City because those projects are related to “baseball.” There is no baseball exception to the City’s

Capital Maintenance obligations. The City has performed baseball related Capital Maintenance in

the past, as required under the Concession Agreement. The City’s “baseball exception” is a bad

faith tactic employed to frustrate Tufton’s rights under the Concession Agreement.

B. The City Has Failed to Commence and Complete City Projects 1-4 in Breach of the
Concession Agreement

64. As reflected in the above chart, City Projects 1-4 should have been completed

before June 15, 2018. The City has failed or refused to commence and timely complete City

Projects 1-4, despite requests by Tufton. The City’s failure to commence and complete City

Projects 1-4 has created potential safety concerns. City Projects 1- 4 involve a variety of concrete

projects, including projects that address structural concerns for the Stadium.

65. The City’s failure to commence and timely complete City Projects 1-4 is

exacerbating the existing issues and requiring Tufton to perform additional Minor Maintenance to

temporarily remedy these issues.

66. The City had budgeted for certain of City Projects 1-4 in its Fiscal Year 2017-2018

budget. The City expended approximately $10K from the budgeted amount of $250K on its

Capital Maintenance obligations in Fiscal Year 2017-2018 for the Rewire Parking Lot Project.

The City has failed to account for the remaining budgeted amount.

67. To the extent the City has discretion in the timing for undertaking City Projects 1-

4, the City has exercised that discretion in bad faith and in an effort to frustrate Tufton’s rights

under the Concession Agreement.

20
C. Pursuant to the Concession Agreement, City Projects 5-14 Should Be Completed By
March 31, 2019 or Before the 2019 Baseball Season; the City Refuses to Commence
Work on These Projects in a Timely Fashion Knowing that Time Is of the Essence

68. City Projects 5-14 should be commenced and completed by the City either by

March 31, 2019 or before the 2019 baseball season. Failure to complete these City Projects before

the 2019 baseball season poses potential safety concerns for visitors to the Stadium and baseball

players.

69. The City knows that time is of the essence for City Projects 5-14.

70. City Project 13 relates to relamping the field lighting system. Presently, 24 of 120

field lights are out and non-functioning. Without proper field lighting, evening events at Ripken

Stadium could pose a safety hazard to visitors and players. Remedying the failed field lighting

system is required for Tufton to be in compliance with applicable Minor League Baseball rules

and regulations. In order for City Project 13 to be completed before the 2019 baseball system, it

must be commenced by January 1, 2019.

71. City Project 14 relates to the Stadium’s audio system. Two of the audio system’s

amplifiers are considered a fire hazard and not used. The entire system, after 17 years of use,

performs incredibly poorly, does not function according to reasonable standards, and could pose a

safety risk in the event an emergency message would need to be broadcast. The entire audio system

does not comply with other applicable laws, rules, and regulations, including the Americans with

Disabilities Act. In order for City Project 14 to be completed before the 2019 baseball system, it

must be commenced by January 1, 2019.

72. City Project 11 relates to the warning track damage. The City should regrade along

the outfield wall to provide adequate draining and avoid ponding along the outfield wall during

21
rainfall. The City has refused to perform this project and attempted to shift its Capital Maintenance

obligations to Tufton. This project should be completed by March 31, 2019.

73. City Project 12 relates to a gravel maintenance road that is a physical connection

road and used as part of operation of the Site. The City should pave this road. The City has refused

to pave the maintenance road and attempted to shift its Capital Maintenance obligations to Tufton.

If the City does not pave this road, Tufton may be forced to perform extra Minor Maintenance in

order to render the road functioning and usable. This project should be completed by March 31,

2019.

74. City Projects 5-10 are other needed Capital Maintenance projects that should be

completed by March 31, 2019.

75. The City has refused to commence and complete City Projects 5-14 in the

timeframe requested by Tufton and required under the Concession Agreement.

76. To the extent the City has discretion in the timing of these City Projects, the City is

exercising that discretion in bad faith and in an effort to frustrate Tufton’s rights under the

Concession Agreement.

D. Pursuant to the Concession Agreement, City Project 15 (Replacement of Playing


Surface) Should Be Commenced Immediately Following the 2019 Baseball Season
and the City Has Refused to Do So

77. City Project 15 should be commenced and completed immediately after the 2019

baseball season. City Project 15 relates to replacement of the playing surface.

78. Ripken Stadium’s playing surface is 17-years old and a critical part of the Stadium.

The playing surface is beyond its anticipated life. The 2006 Stadium Board Capital Projects Report

estimated the playing field would need replacement by 2016.

22
79. The City has purposefully delayed undertaking City Project 15 because it does not

want to expend the funds necessary for the project.

80. Given the circumstances involved in replacing the playing field and the City’s

purposeful delay in beginning this project, it is impossible for Project 15 to be completed before

the 2019 baseball season. As a consequence of the City’s delay in beginning Project 15, Tufton

has been and will be forced to expend money to temporarily remedy the playing field to ensure it

is safe for visitors and baseball players.

81. The City has refused to commence and complete City Project 15 in the timeframe

requested by Tufton under the Concession Agreement.

82. To the extent the City has discretion in the timing of City Project 15, the City is

exercising that discretion in bad faith and in an effort to frustrate Tufton’s rights under the

Concession Agreement.

E. City Project 16, the Maintenance of the Stormwater Management Facility, Is Capital
Maintenance and the City Previously Agreed to Maintain that Facility

83. City Project 16 concerns the storm water management (“SWM”) facility on the

Site. This facility collects water runoff through underground storm drains.

84. In its 2017 City Report, the City identified Project 16 as a Minor Maintenance

obligation of Tufton. However, City Project 16 is a Capital Maintenance Project.

85. The City previously represented and agreed to maintain the SWM facility.

86. The SWM facility has been maintained by the City’s Department of Public Works

since its construction.

87. Tufton has no obligation to maintain the SWM facility.

23
F. The City Has Failed to Reimburse Tufton for City Project 17 in Breach of the
Concession Agreement

88. Tufton performed City Project 17 (replacing safety netting) as an emergency action,

required by Minor League Baseball rules and regulations, and necessary to protect the immediate

safety of attendees at baseball games. Tufton expended $14,284.62 on City Project 17.

89. Tufton timely notified the City that it would order and have installed the safety

netting and invoiced the City for its direct costs. The City refused to reimburse Tufton for the

replacement of the safety netting because the City claims it fell within the City’s self-created

“baseball exception” to its § 5.02 Obligations.

90. Tufton installed the safety netting replacement as an emergency measure in

accordance with § 5.02 of the Concession Agreement.

91. Tufton requested reimbursement from the City for City Project 17. The City has

refused to reimburse Tufton in breach of the Concession Agreement.

G. The City Previously Identified Other Capital Maintenance Projects Under the
Concession Agreement But Now Disagrees With Its Own Analysis, Claiming the
Projects are Non-Capital Maintenance

92. The FY 2017-2026 City Project List identifies other Capital Maintenance

obligations of the City in addition to the City Projects that will require the City’s undertaking in

the near future. The City has expressly taken the position that all or some of those projects are

outside of its § 5.02 Obligations. These projects are Capital Maintenance.

Under Section 3.02 of the Concession Agreement, Tufton Has the Right to Renew the
Agreement For Another 20-Year Term, But the City, Ignoring Section 3.02, Claims No
Such Right Exists

93. Section 3.02 of the Concession Agreement provides that:

. . . the City grants to [Tufton] an option to renew this Concession Agreement for
an additional twenty (20) year term subject to the same terms and conditions of this
Concession Agreement except for the right of the City to impose an additional

24
yearly fee to fund such repairs and improvements to the Stadium together with
appurtenances thereto as it and the Franchisor shall have deemed necessary during
the Initial Term by notifying the City of its intent to exercise said option . . . Such
additional fee shall not exceed the yearly amount required to finance such repairs
and improvements over a twenty year term . . . less the average net receipts by the
City over the last five (5) years of the Initial Term.

94. In connection with the Mayor’s and the City Council’s attempts to force Tufton to

renegotiate the Concession Agreement, the City took the position that (i) the additional annual fee

is calculated based upon a projection of the City’s own Capital Maintenance obligations for the

20-year renewal term and (ii) Tufton cannot exercise its renewal right unless and until the City

agrees to this improper annual additional fee, including the projection of the City’s Capital

Maintenance obligations.

95. Tufton disputes the City’s construction of the Concession Agreement. The

additional annual fee is calculated based upon the Capital Maintenance obligations performed by

the City during the Initial Term and there is no requirement or condition that Tufton and the City

agree on the annual additional fee before Tufton may exercise its renewal right.

96. The City’s position has frustrated the certainty of Tufton’s express renewal right

agreed to in the Concession Agreement.

97. The City has threatened to utilize its “agreement condition” to block Tufton’s

renewal of the Concession Agreement.

The City Denies that the Recoupment Date Has Occurred and Refuses to Comply with
Section 4.05 of the Concession Agreement

98. Under the Concession Agreement, when the Recoupment Date occurs, the right to

use the Stadium and the Site for non-baseball events generally reverts from the City to Tufton.

Upon the Recoupment Date, the City Events decrease to 15 days per year, with the remainder of

the Site availability belonging to Tufton.

25
99. Section 4.05 of the Concession Agreement provides that the Recoupment Date

occurs when “the aggregate amount received by the City from and after the Commencement Date

from Sources . . . is equal to the debt service on $3,000,000 payable over 20 years . . .” Sources

are in turn defined as: “(i) sales proceeds in excess of $85,000 per acre from the sale of the

approximate 54± acres . . . (which is adjacent to the Site up to $1,000,000.00), (ii) admission and

amusement taxes . . . ; (iii) parking revenue . . .; (v) profit from City Events, (vi) concession

revenue, and (vii) any other funds received by the City which the City would not receive unless

the Stadium were located in the Site.”

100. To date, the aggregate amount received by the City from and after the

Commencement Date from Sources totals approximately $4,635,004 made up of the following:

SOURCE TOTAL
Land Sale Proceeds under § 4.05(i) from the City’s 2005 sale of a parcel $347,062
of real property for $2.1M to New Town Commercial Enterprises LLC

Admission and Amusement Taxes under § 4.05(ii) $2,645,446

Parking revenue (§ 4.05(iii)); profit from City Events (§ 4.05(v)); and $682,129
concession revenue (§ 4.05(vi))

Any other funds received by the City which the City would not receive $960,367
unless the Stadium were located in the Site under § 4.05(vii):
• State Bond funds provided to the City in 2014 and 2017 in order
for the City to conduct Capital Maintenance to Ripken Stadium,
$450K and $500K, respectively;
• Hotel Tax received by the City that is directly attributable to
guests of the IronBirds (the “Hotel Tax”) ($10,367)

GRAND TOTAL $4,635,004

101. The debt service amount as defined in Section 4.05 is $4,485,415. Therefore, to

date the amount received by the City from “Sources, exceeds the defined debt service amount by

over $149,000.

26
102. Tufton provided the City with notice of the above calculation demonstrating the

Recoupment Date has occurred in 2017.

103. The City disputes that (i) the above City’s 2005 land sale was the approximate 54±

acres referenced above or; (ii) the State Bond funds and Stadium-driven Hotel Tax are “any other

funds received by the City which the City would not receive unless the Stadium were located in

the Site.” By extension, the City disputes that the Recoupment Date has occurred.

104. Plaintiff will state further facts as necessary below.

COUNT 1
(Breach of Contract and Implied Duty of Good Faith and Fair Dealing for Failure to
Perform City Projects)

105. Plaintiff incorporates the allegations contained in the preceding paragraphs 1

through 104 as if fully set forth herein.

106. The City entered into the Concession Agreement with Tufton on December 7, 2000.

The Concession Agreement is a valid, binding and enforceable contract supported by adequate

consideration.

107. Implicit in the Concession Agreement, is a covenant of good faith and fair dealing

in the course of contract performance. Among other things, this covenant encompasses any

promise or undertaking which a reasonable person in the position of a promisee (i.e. the City)

would understand were included in its agreement and it prohibits either party from acting in a

manner which would have the effect of destroying or injuring the right the other party to receive

the fruits or other benefits of the contract. Further, even where a contract vests a party with

discretion, the duty of good faith and fair dealing requires such a party to exercise that discretion

reasonably and with a proper motive, and not arbitrarily, capriciously or in a manner inconsistent

with the reasonable expectation of the parties.

27
108. Under the Concession Agreement, the City agreed to undertake and fund Capital

Maintenance for Ripken Stadium and the Site.

109. The City materially breached the Concession Agreement when it rejected that the

City Projects identified in this Complaint were § 5.02 Obligations of the City.

110. The City materially breached the Concession Agreement by refusing and failing to

commence and timely complete City Projects 1-4. City Projects 1-4 are overdue and should have

been commenced and completed on or around June 2018.

111. The City materially breached the Concession Agreement by refusing to reimburse

Tufton for the amount expended on City Project 17, replacement of the safety netting.

112. The City has also violated its duty of good faith and fair dealing required in this

Concession Agreement, including but not limited to:

(a) Exercising any discretion that the City has in the timing for undertaking

City Projects in bad faith and in an effort to frustrate Tufton’s rights under

the Concession Agreement;

(b) Denying the City Projects are Capital Maintenance in order to force Tufton

to re-negotiate the Concession Agreement; and

(c) Refusing to perform Capital Maintenance in order to force Tufton to expend

additional resources and funds to remedy temporarily such issues.

113. Tufton has suffered direct and consequential losses and damages as a result of the

City’s material breaches of the Concession Agreement. Tufton is also entitled to specific

performance of the Concession Agreement for performance of the City Projects.

WHEREFORE, Plaintiff Tufton Professional Baseball LLC, respectfully demands

judgment against Defendant City of Aberdeen for compensatory and consequential damages in an

28
amount in excess of seventy-five thousand dollars ($75,000), with pre-and post-judgment interest

and costs.

COUNT 2
(Anticipatory Breach of Contract for Refusal to Undertake City Projects)

114. Plaintiff incorporates the allegations contained in the preceding paragraphs 1

through 104 as if fully set forth herein.

115. The City entered into the Concession Agreement with Tufton on December 7, 2000.

The Concession Agreement is a valid, binding and enforceable contract supported by adequate

consideration.

116. Under the Concession Agreement, the City agreed to undertake and fund Capital

Maintenance for Ripken Stadium and the Site.

117. Under the Concession Agreement, City Projects 5-14 should be commenced and

completed by either March 31, 2019 or before the 2019 baseball season. City Project 15 should be

commenced and completed immediately after the 2019 baseball season.

118. The City has definitely and specifically rejected its § 5.02 Obligations for City

Projects 5-14 and 15. The City has either disclaimed that those Projects are § 5.02 Obligations or

unconditionally refused to complete those City Projects in the timeframe requested by Tufton and

required by the Concession Agreement.

119. If City Projects 5-14 are not commenced by January 1, 2019, those projects will not

be able to be completed until after the conclusion of the 2019 baseball season. These City Projects

are needed before the 2019 baseball season to protect the integrity of the Stadium and ensure the

safety of its visitors and baseball players.

29
120. In the event January 1, 2019 comes and the City has not commended City Projects

5-14, Tufton reserves the right to amend this Complaint to add additional claims, including a claim

for breach of contract.

121. At the time of the City’s anticipatory breach, Tufton had performed the terms of

the Concession Agreement in the manner specified and was ready, willing, and able to perform

under the Concession Agreement.

122. The City’s failure and refusal to commence and complete City Projects 5-14 and

15 in the time requested by Tufton and as required under the Concession Agreement has damaged

Tufton by (i) threatening Tufton’s ability to commence its 2019 baseball season and (ii) requiring

Tufton to expend resources and funds to temporarily remedy the issues created.

WHEREFORE, Plaintiff Tufton Professional Baseball LLC, respectfully demands

judgment against Defendant City of Aberdeen for compensatory and consequential damages in an

amount in excess of seventy-five thousand dollars ($75,000), with pre-and post-judgment interest

and costs.

COUNT 3
(Declaratory Judgment: City Projects, Recoupment Date, Renewal Right)

123. Plaintiff incorporates the allegations contained in the preceding paragraphs 1

through 104 as if fully set forth herein.

124. This Count seeks declaratory judgement pursuant to the Maryland Uniform

Declaratory Judgments Act, Md. Cts. And Jud. Proc. §§ 3-401 et seq., for the purpose of

determining a question of actual controversy between the parties as more fully set forth herein.

125. The questions to be determined arise out of the construction of the Concession

Agreement, including (i) the City’s responsibilities for Capital Maintenance under § 5.02 of the

Concession Agreement; (ii) Tufton’s renewal right under § 3.02 of the Concession Agreement;

30
and (iii) the calculation of “Sources” under § 4.05 of the Concession Agreement for purposes of

calculating whether the Recoupment Date has occurred because the total “Sources” exceeds the

City’s Debt Service Amount.

126. Tufton maintains that the City Projects and any additional projects listed on the FY

2017-2026 City Project List are § 5.02 Obligations of the City. Tufton maintains that City Projects

1-4 are overdue and should have been completed in June 2018; City Projects 5-12 should be

commenced and completed by March 31, 2019; City Project 13-14 should be commenced and

completed before the 2019 baseball season; City Project 15 should be commenced and completed

immediately after the 2019 baseball season; and City Project 16 and the SWM facility are the

responsibility of the City. The City maintains that the City Projects are not its obligation § 5.02

of the Concession Agreement and/or should not have been (or do not need to be) commenced and

completed in the timeframe insisted by Tufton.

127. Next, the Initial Term of the Concession Agreement terminates on December 31,

2022. Section 3.02 of the Concession Agreement provides Tufton with a right to renew the

Concession Agreement for another 20-year term. During the renewal term, the terms of the

Concession Agreement remain the same except the City has the right to impose an additional

annual fee on Tufton calculated under § 3.02. Tufton maintains that (i) its renewal right provided

in § 3.02 of the Concession Agreement is not subject to any condition that Tufton and the City

must first reach an agreement as to the calculation of the additional annual fee during the renewal

term before Tufton may exercise its renewal right and (ii) the additional annual fee provided by

§ 3.02 of the Concession Agreement is calculated based upon an amount the City expended on its

§ 5.02 Obligations during the Initial Term and not an estimate of the City’s future § 5.02

Obligations during the renewal term. The City persists that Tufton’s § 3.02 renewal right is subject

31
to a condition that an agreement first be reached between the City and Tufton as to the calculation

of the additional annual fee for the renewal term and that additional annual fee is based upon the

City’s future § 5.02 Obligations during the renewal term.

128. Lastly, Under § 4.05 of the Concession Agreement, the Recoupment Date is

calculated by comparing whether the total of several identified “Sources” exceeds the City’s Debt

Service Amount. Tufton maintains that (i) the City’s 2005 sale of a parcel of real property for

$2.1M to New Town Commercial Enterprises LLC constitutes a “Source” under § 4.05(i) of the

Concession Agreement in the amount of $347,062; (ii) the City’s receipt of State Bond funds in

2014 and 2017 in order for the City to conduct Capital Maintenance to Ripken Stadium constitute

a “Source” under § 4.05(vii) in the amount of $450K and $500K, respectively; (iii) the City’s

receipt of Hotel Tax under § 123-68 of the Harford County Code and Aberdeen Ordinance 17-0-

05 that is directly attributable to guests of the IronBirds that stay at hotels within the City of

Aberdeen constitutes a “Source” under § 4.05(vii) in the amount of not less than $10,367; (iv)

based upon the aforesaid Sources, the Recoupment Date has occurred; and (v) Tufton is entitled

to exercise any and all rights afforded to it under the Concession Agreement triggered upon the

occurrence of the Recoupment Date. The City persists that the aforesaid land sale, state bond

funds, and hotel tax received by the City do not constitute “Sources” so that the Recoupment date

has not occurred.

129. There exists actual controversies of a practicable issue between Tufton and the City

within the jurisdiction of this Court involving the rights and liabilities of the parties under the

Concession Agreement, which controversies may be determined by judgment of this Court.

32
130. Declaratory relief is appropriate because (a) it will serve to terminate the

controversies that exist between the City and Tufton under the Concession Agreement and (b)

resolve actual controversies that exists between the City and Tufton regarding the same.

131. WHEREFORE, Plaintiff Tufton Professional Baseball LLC, respectfully demands

that this Court (a) determine and adjudicate (i) the City’s responsibilities for Capital Maintenance

under § 5.02 of the Concession Agreement; (ii) Tufton’s renewal right under § 3.02 of the

Concession Agreement; and (iii) the calculation of “Sources” under § 4.05 of the Concession

Agreement for purposes of calculating whether the Recoupment Date has occurred because the

total “Sources” exceeds the City’s Debt Service Amount; (b) find and declare that Plaintiff’s

construction and interpretation of the Concession Agreement with respect thereto is as averred

herein; (c) award Plaintiff costs of these proceedings; and (d) grant Plaintiff such other and further

relief as justice may require.

COUNT 4
(Specific Performance for City Projects)

132. Plaintiff incorporates the allegations contained in the preceding paragraphs 1

through 104 as if fully set forth herein.

133. The City entered into the Concession Agreement with Tufton on December 7, 2000.

The Concession Agreement constitutes a valid, binding and enforceable contract supported by

adequate consideration.

134. Under the Concession Agreement, the City agreed to undertake and fund Capital

Maintenance for Ripken Stadium and the Site.

135. The City materially breached the Concession Agreement when it disclaimed that

the City Projects identified in this Complaint were § 5.02 Obligations of the City.

33
136. The City materially breached and/or anticipatorily breached the Concession

Agreement by refusing and failing to commence and timely complete the City Projects. City

Projects 1-4 are overdue and should have been undertaken and completed in or around June 2018.

The City has refused to commence and complete City Projects 5-14 and 15 by March 31, 2019,

before the 2019 baseball season, or immediately after the 2019 baseball season.

137. At all times relevant hereto, Tufton was ready, willing and able to perform under

the terms of the Concession Agreement.

138. Tufton has no adequate remedy at law.

WHEREFORE, Plaintiff Tufton Professional Baseball LLC demands judgment against

Defendant City of Aberdeen that the Concession Agreement dated December 7, 2000, between the

Parties be specifically enforced, and the Defendant be ordered to commence and complete the City

Projects identified herein within the times specified herein, to wit (a) commence and complete City

Projects 1-4 before the 2019 baseball season; (b) commence and complete City Projects 5-12

before March 31, 2019; (c) commence and complete City Project 13-14 before the 2019 baseball

season; (d) commence City Project 15 immediately after the 2019 baseball reason and complete

that project before the 2020 baseball season; and grant such other relief as the Court deems proper.

COUNT 5
(Affirmative Preliminary and Permanent Injunction for City Projects)

139. Plaintiff incorporates the allegations contained in the preceding paragraphs 1

through 104 as if fully set forth herein.

140. The City entered into the Concession Agreement with Tufton on December 7, 2000.

The Concession Agreement constitutes a valid, binding and enforceable contract supported by

adequate consideration.

34
141. Under the Concession Agreement, the City agreed to undertake and fund Capital

Maintenance for Ripken Stadium and the Site.

142. The City materially breached the Concession Agreement when it disclaimed that

the City Projects identified in this Complaint were § 5.02 Obligations of the City.

143. The City materially breached and/or anticipatorily breached the Concession

Agreement by refusing and failing to commence and timely complete the City Projects. City

Projects 1-4 are overdue and should have been undertaken and completed on or around June 2018.

The City has refused to commence and complete City Projects 5-14 by March 31, 2019 or before

the 2019 baseball season. The City has refused to commenced and complete City Project 15 after

the completion of the 2019 baseball season.

144. Tufton has made demands on the City to commence and timely complete the City

Projects. The City has refused.

145. The City’s conduct constitutes a material breach and/or anticipatory breach of the

Concession Agreement.

146. If City Projects 1-4 and 5-14 are not commenced by January 1, 2019, those projects

will not be able to be completed until after the conclusion of the 2019 baseball season. If City

Project 15 is not commenced immediately after the 2019 baseball season, the project will not be

completed before the 2020 baseball season. These City Projects are needed in this timeframe to

protect the integrity of the Stadium and the safety of its visitors and baseball players.

147. There is a strong likelihood that Tufton will succeed on the merits of its claims.

148. Unless the City is ordered by this Court to commence and complete City Projects

1-4 and 5-14 before the 2019 baseball season, Tufton will suffer immediate, substantial, and

irreparable harm.

35
149. Unless the City is ordered by this Court to commence and complete City Project 15

immediately following the 2019 baseball season, Tufton will suffer immediate, substantial, and

irreparable harm.

150. The benefits to the Tufton in obtaining affirmative injunctive relief are equal to or

outweigh the potential harm which the City would incur if this Court grants the requested relief.

151. The public interest is best served by granting affirmative injunctive relief.

WHEREFORE, Plaintiff Tufton Professional Baseball, LLC demands preliminary and

permeant affirmative injunctive relief against Defendant City of Aberdeen that the Concession

Agreement dated December 7, 2000, be specifically enforced, and the Defendant be ordered to

commence and complete the City Projects identified herein within the times specified herein, to

wit (a) commence and complete City Projects 1-4 before the 2019 baseball season; (b) commence

and complete City Projects 5-12 before March 31, 2019; (c) commence and complete City Project

13-14 before the 2019 baseball season; (d) commence City Project 15 immediately following the

2019 baseball reason and complete that project before the 2020 baseball season; and grant such

other relief as the Court deems proper.

Dated: October 10, 2018 /s/ Paul Mark Sandler


Paul Mark Sandler, CPF 7201010182
Joel I. Sher, CPF 7811010312
Anastasia McCusker, CPF 1012140013
Eric R. Harlan, CPF 9412140038
SHAPIRO SHER GUINOT & SANDLER
250 W. Pratt Street, Suite 2000
Baltimore, Maryland 21201
Tel: (410) 385-4277
Fax: (410) 539 7611
Email: pms@shapirosher.com
jis@shapirosher.com
alm@shapirosher.com
erh@shapirosher.com
Attorneys for Plaintiff Tufton Professional Baseball
LLC

36
C-12-CV-18-000731 E-FILED
Harford Circuit Court
10/10/2018 3:59 PM

IN THE CIRCUIT COURT FOR Ø¿®º±®¼ ݱ«²¬§


(City or County)

CIVIL - NON-DOMESTIC CASE INFORMATION REPORT


DIRECTIONS
Plaintiff: This Information Report must be completed and attached to the complaint filed with the
Clerk of Court unless your case is exempted from the requirement by the Chief Judge of the Court of
Appeals pursuant to Rule 2-111(a).
Defendant: You must file an Information Report as required by Rule 2-323(h).
THIS INFORMATION REPORT CANNOT BE ACCEPTED AS A PLEADING
FORM FILED BY: è PLAINTIFF DEFENDANT CASE NUMBER
(Clerk to insert)
CASE NAME: Ì«º¬±² Ю±º»--·±²¿´ Þ¿-»¾¿´´ ÔÔÝ vs. Ý·¬§ ±º ß¾»®¼»»²ô Ó¿®§´¿²¼
Plaintiff Defendant
PARTY'S NAME: Ì«º¬±² Ю±º»--·±²¿´ Þ¿-»¾¿´´ ÔÔÝ PHONE: -»» ¿¬¬±®²»§ °¸±²»
PARTY'S ADDRESS: η°µ»² ͬ¿¼·«³ô èéí Ô±²¹ Ü®·ª»ô ß¾»®¼»»²ô ÓÜ îïððï
PARTY'S E-MAIL: Í»» ¾»´±© ¿¬¬±®²»§ »ó³¿·´
If represented by an attorney:
PARTY'S ATTORNEY'S NAME: п«´ Ó¿®µ Í¿²¼´»®ô Û-¯ò PHONE: ìïðóíèëóìîéé
PARTY'S ATTORNEY'S ADDRESS:îëð Éò Ю¿¬¬ ͬ®»»¬ Í«·¬» îðððô Þ¿´¬·³±®»ô ÓÜ îïîðï
PARTY'S ATTORNEY'S E-MAIL: °³-à-¸¿°·®±-¸»®ò½±³
JURY DEMAND? Yes è No
RELATED CASE PENDING? Yes è No If yes, Case #(s), if known:
ANTICIPATED LENGTH OF TRIAL?: hours í days
PLEADING TYPE
New Case: è Original Administrative Appeal Appeal
Existing Case: Post-Judgment Amendment
If filing in an existing case, skip Case Category/ Subcategory section - go to Relief section.
IF NEW CASE: CASE CATEGORY/SUBCATEGORY (Check one box.)
TORTS Government PUBLIC LAW Constructive Trust
Asbestos Insurance Attorney Grievance Contempt
Assault and Battery Product Liability
Business and Commercial PROPERTY Bond Forfeiture Remission Deposition Notice
Conspiracy Civil Rights Dist Ct Mtn Appeal
Conversion Adverse Possession County/Mncpl Code/Ord Financial
Defamation Breach of Lease Election Law Grand Jury/Petit Jury
Detinue Eminent Domain/Condemn. Miscellaneous
False Arrest/Imprisonment Distress/Distrain
Fraud Environment Perpetuate Testimony/Evidence
Ejectment Error Coram Nobis Prod. of Documents Req.
Lead Paint - DOB of Forcible Entry/Detainer
Youngest Plt: Foreclosure Habeas Corpus Receivership
Mandamus Sentence Transfer
Loss of Consortium Commercial Set Aside Deed
Malicious Prosecution Residential Prisoner Rights
Special Adm. - Atty
Malpractice-Medical Currency or Vehicle Public Info. Act Records Subpoena Issue/Quash
Malpractice-Professional Deed of Trust Quarantine/Isolation Trust Established
Misrepresentation Land Installments Writ of Certiorari Trustee Substitution/Removal
Motor Tort Lien Witness Appearance-Compel
Mortgage EMPLOYMENT
Negligence PEACE ORDER
Nuisance Right of Redemption ADA
Peace Order
Premises Liability Statement Condo Conspiracy
Forfeiture of Property / EEO/HR EQUITY
Product Liability
Specific Performance Personal Item FLSA Declaratory Judgment
Toxic Tort Fraudulent Conveyance FMLA Equitable Relief
Trespass Landlord-Tenant Workers' Compensation Injunctive Relief
Wrongful Death Lis Pendens Wrongful Termination Mandamus
CONTRACT Mechanic's Lien OTHER
Asbestos Ownership INDEPENDENT
PROCEEDINGS Accounting
è Breach Partition/Sale in Lieu Friendly Suit
Business and Commercial Quiet Title Assumption of Jurisdiction Grantor in Possession
Confessed Judgment Rent Escrow
(Cont'd) Return of Seized Property Authorized Sale Maryland Insurance Administration
Right of Redemption Attorney Appointment Miscellaneous
Construction Specific Transaction
Debt Tenant Holding Over Body Attachment Issuance
Fraud Commission Issuance Structured Settlements

CC-DCM-002 (Rev. 04/2017) Page 1 of 3


IF NEW OR EXISTING CASE: RELIEF (Check All that Apply)
Abatement Earnings Withholding Judgment-Interest Return of Property
Administrative Action Enrollment Judgment-Summary Sale of Property
Appointment of Receiver Expungement Liability è Specific Performance
Arbitration Findings of Fact Oral Examination Writ-Error Coram Nobis
Asset Determination Foreclosure Order Writ-Execution
Attachment b/f Judgment è Injunction Ownership of Property Writ-Garnish Property
Cease & Desist Order Judgment-Affidavit Partition of Property Writ-Garnish Wages
Condemn Bldg Judgment-Attorney Fees Peace Order Writ-Habeas Corpus
Contempt Judgment-Confessed Possession Writ-Mandamus
è Court Costs/Fees Judgment-Consent Production of Records Writ-Possession
è Damages-Compensatory è Judgment-Declaratory Quarantine/Isolation Order
Damages-Punitive Judgment-Default Reinstatement of Employment

If you indicated Liability above, mark one of the following. This information is not an admission and
may not be used for any purpose other than Track Assignment.
Liability is conceded. Liability is not conceded, but is not seriously in dispute. Liability is seriously in dispute.

MONETARY DAMAGES (Do not include Attorney's Fees, Interest, or Court Costs)

Under $10,000 $10,000 - $30,000 $30,000 - $100,000 è Over $100,000

Medical Bills $ Wage Loss $ Property Damages $


ALTERNATIVE DISPUTE RESOLUTION INFORMATION

Is this case appropriate for referral to an ADR process under Md. Rule 17-101? (Check all that apply)
A. Mediation Yes è No C. Settlement Conference Yes è No
B. Arbitration Yes è No D. Neutral Evaluation Yes è No

SPECIAL REQUIREMENTS
If a Spoken Language Interpreter is needed, check here and attach form CC-DC-041
If you require an accommodation for a disability under the Americans with Disabilities Act, check
here and attach form CC-DC-049
ESTIMATED LENGTH OF TRIAL
With the exception of Baltimore County and Baltimore City, please fill in the estimated LENGTH OF
TRIAL. (Case will be tracked accordingly)
1/2 day of trial or less è 3 days of trial time
1 day of trial time More than 3 days of trial time
2 days of trial time

BUSINESS AND TECHNOLOGY CASE MANAGEMENT PROGRAM


For all jurisdictions, if Business and Technology track designation under Md. Rule 16-308 is requested,
attach a duplicate copy of complaint and check one of the tracks below.

Expedited- Trial within 7 months of Standard - Trial within 18 months of


Defendant's response Defendant's response

EMERGENCY RELIEF REQUESTED

CC-DCM-002 (Rev. 04/2017) Page 2 of 3


COMPLEX SCIENCE AND/OR TECHNOLOGICAL CASE
MANAGEMENT PROGRAM (ASTAR)

FOR PURPOSES OF POSSIBLE SPECIAL ASSIGNMENT TO ASTAR RESOURCES JUDGES under


Md. Rule 16-302, attach a duplicate copy of complaint and check whether assignment to an ASTAR is requested.

Expedited - Trial within 7 months of Standard - Trial within 18 months of


Defendant's response Defendant's response
IF YOU ARE FILING YOUR COMPLAINT IN BALTIMORE CITY, OR BALTIMORE COUNTY,
PLEASE FILL OUT THE APPROPRIATE BOX BELOW.
CIRCUIT COURT FOR BALTIMORE CITY (CHECK ONLY ONE)

Expedited Trial 60 to 120 days from notice. Non-jury matters.


Civil-Short Trial 210 days from first answer.
Civil-Standard Trial 360 days from first answer.
Custom Scheduling order entered by individual judge.
Asbestos Special scheduling order.
Lead Paint Fill in: Birth Date of youngest plaintiff .
Tax Sale Foreclosures Special scheduling order.
Mortgage Foreclosures No scheduling order.

CIRCUIT COURT FOR BALTIMORE COUNTY

Expedited Attachment Before Judgment, Declaratory Judgment (Simple),


(Trial Date-90 days) Administrative Appeals, District Court Appeals and Jury Trial Prayers,
Guardianship, Injunction, Mandamus.

Standard Condemnation, Confessed Judgments (Vacated), Contract, Employment


(Trial Date-240 days) Related Cases, Fraud and Misrepresentation, International Tort, Motor Tort,
Other Personal Injury, Workers' Compensation Cases.

Extended Standard Asbestos, Lender Liability, Professional Malpractice, Serious Motor Tort or
(Trial Date-345 days) Personal Injury Cases (medical expenses and wage loss of $100,000, expert
and out-of-state witnesses (parties), and trial of five or more days), State
Insolvency.

Complex Class Actions, Designated Toxic Tort, Major Construction Contracts, Major
(Trial Date-450 days) Product Liabilities, Other Complex Cases.

ѽ¬±¾»® ïðô îðïè ñ-ñ п«´ Ó¿®µ Í¿²¼´»®


Date Signature of Counsel / Party
îëð É»-¬ Ю¿¬¬ ͬ®»»¬ô Í«·¬» îððð
Address
п«´ Ó¿®µ Í¿²¼´»®ô Û-¯«·®»
Printed Name
Þ¿´¬·³±®» ÓÜ îïîðï
City State Zip Code

CC-DCM-002 (Rev. 04/2017) Page 3 of 3


E-FILED
Harford Circuit Court
10/10/2018 3:59 PM
C-12-CV-18-000731

Exhibit 1
CONCESSION AGREEMENT

BY AND BETWEEN

THE CITY OF ABERDEEN, MARYLAND

AND
TUFTON PROFESSIONAL BASEBALL LLC
FOR

RIPKEN STADIUM

07jp25 00.doc/46704.004
TABLE OF CONTENTS

I. SITE AND STADIUM CONSTRUCTION ............................................... l

Section 1.01 Site ....................................................................................

Section 1.02 Design and Construction ..................................................

II. ADMINISTRATIVE CONTROL AND OVERVIEW ............................ 2

Section 2.01 Administrative Control .................................................... 2

III. TERM ....................................................................................................... 2

Section 3.01 Initial Term ...................................................................... 2


Section 3.02 Renewal Options .............................................................. 3

IV. USE ..........................................................................................................


3

Section 4.01 City Use ............................................................................

Section 4.02 Franchisor Use ..................................................................

Section 4.03 Team Schedule ................................................................ Lh->#UJUJ

Section 4.04 Rain Dates .......................................................................

Section 4.05 Fee Schedules ..................................................................

V. DUTIES AND OBLIGATIONS OF THE FRANCHISOR AND CITY ..


U]

Section 5.01 Maintenance .....................................................................

Section 5.02 Capital Improvements and Maj or Maintenance ..............


Section 5.03 Maintenance Plan .............................................................
Section 5.04 Personnel ..........................................................................

Section 5.05 Quality of Services ...........................................................

Section 5.06 Extent of Service


OOQQVQONQQQUI

.............................................................

Section 5.07 Equipment ........................................................................

Section 5.08 Continuous Operation ......................................................

Section 5.09 Tickets ..............................................................................

Section 5.10 Security ............................................................................

o7jp2500.doc/46704.004
VI. CONCESSIONS ......................................................................................
8

Section 6.01 Food, Beverage, Merchandise and Souvenirs .................


Section 6.02 Alcoholic Beverages ........................................................ 00

Section 6.03 Skyboxes and Club Boxes ...............................................

VII. PARKING ..............................................................................................

Section 7.01 Parking ..........................................................................

VIII. ADVERTISING ‘

.................... ..............................................................

Section 8.01 General ...........................................................................

Section 8.02 Exterior Signage ............................................................. 10


Section 8.03 Stadium Name ................................................................ 10

IX. TAXES, ASSESSMENTS AND AMUSEMENT TAX ....................... 10

Section 9.01 Definition ....................................................................... 10


Section 9.02 Payment .......................................................................... 11
Section 9.03 Remedies ........................................................................ 11
Section 9.04 Amusement, Admission and Sales Taxes ...................... 11

X. UNUSABILITY ...................................................................................... 11

Section 10.01 Unusability .................................................................... 11

XI. ASSIGNMENT AND SUBLETTING ................................................... 11

Section 11.01 ........................................................................................ 11

XII. NO RELOCATION .............................................................................. 12

Section 12.01 No Relocation .............................................................. 12


Section 12.02 Fixtures Remain ........................................................... 12

XIII. ADDITIONAL ALTERATIONS ........................................................ 12

Section 13.01 Alterations .................................................................... 12

07jp2500.doc/46704.004
XIV. ENCUMBRANCES ............................................................................ 12

Section 14.01 Encumbrances ..............................................................


12

XV. COMPLIANCE WITH REGULATIONS, AGREEMENTS,


EASEMENTS ....................................................................................... 13

Section 15.01 Regulations .................................................................. 13

XVI. TITLE ..................................................................................................


l3

Section 16.01 Title .............................................................................. l3

XVII. INSURANCE AND HOLD HARMLESS ............................................ 13

Section 17.01 General ........................................................................ 13


Section 17.02 Insurance ..................................................................... 14
Section 17.03 Cost of Insurance .......................................................... 15

XVIII. CERTIFICATION 0F GOOD STANDING ................................... 15

Section 18.01 Certification ................................................................ 15

XIX. DEFAULT ....................................................................................... 15

Section 19.01 Default ......................................................................... 15

XX. NOTICES ............................................................................................. 15

Section 20.01 Notice: ...........................................................................


15

XXI. CONDEMNATION ........................................................................... 16

Section 21.01 Condemnation ............................................................. 16

XXII. MISCELLANEOUS ......................................................................... 16

Section 22.01 General ........................................................................ 16


Section 22.02 Force Majeure ............................................................. 17
Section 22.03 Anti-Discrirnination ..................................................... 17
Section 22.04 Waiver of Jury Trial .................................................... 17
Section 22.05 Specific Performance .................................................. 17
Section 22.06 Title and Condition of Property .................................. 17
Section 22.07 Ripken Stadium Authority ........................................... 17

EXHIBITS ........................................................................................

07jp25 00.doc/46704.004
'“t

CONCESSION AGREEMENT

THIS CONCESSION
Ddfw‘kaaj 2000 by and between the
AGREEMENT (“Agreement”) made and entered into this
CITY OF ABERDEEN, MARYLAND existing under and by
day of M
virtue of the laws of the State of Maryland, hereinafter referred to as the “City”, and
TUFTON
PROFESSIONAL BASEBALL LLC, a limited
liability company, duly existing under and
by virtue
0f the laws of the State of Maryland, hereinafter referred to as the “Franchisor”.

WHEREAS: and the Franchisor desire to provide for the design, construction,
the City
operation, and maintenance of a professional minor league baseball stadium and
all improvements
and appuxtenances in the City of Aberdeen to be known as “RIPKEN STADIUM”
(hereinafter
referred to as 9‘Stadium”), and, subject to the conditions set forth herein, which also will be available
for use by the community to the greatest extent practical, and

WHEREAS: the Franchisor intends to be the owner and holder of a professional minor
league baseball team (the “Team”); and

WHEREAS: the City owns the land upon which the Stadium will be built, and therefore will
have title to the Stadium; and

WHEREAS: the Franchisor desires to undertake certain maintenance and use the Stadium
such that the Team shall play all home regular season, exhibition, and post season games in the
Stadium; and

WHEREAS: the City in its capacity as the provider of public park land and recreation
facilities for the citizens of Aberdeen has deemed it in the best interest 0f the public and
citizenry
to promote community economic development and professional baseball and
recreational activities,
to enter into this Agreement With the Franchisor; and

WHEREAS: the parties hereto desire t0 enter into this Agreement and warrant unto the other
that they have the authority to do so and covenant and agree as follows:

I. SITE AND STADIUM CONSTRUCTION

Section 1.01.
SITE. The City does hereby grants unto the Franchisor a concession, subject
to the further
terms hereof with respect to the City’s maintenance obligations, to maintain and use
the Stadium (together with appurtenances thereto, including, parking lots, private
roads, private
driveways and other components of the Site, as hereinafter defined) t0 be located in the City of
Aberdeen, Maryland, on the property more fully described on Exhibit “A,” hereto (the Stadium and
other improvements located or to be located thereon are collectively referred to as the “Site”), dun'ng
the times and for the purposes hereinafier set forth, and subject to the conditions and
restrictions set
forth herein.

Section 1.02. DESIGN AND CONSTRUCTION. The design ofthe Stadium was performed
by Design Exchange Architects, Inc. (the “Architect”), Polly Drummond Park, Bldg. #3, Suite 3205,

o7jp25oo.doc/457o4.oo4
Newark, Delaware 19711 which design was approved by the City and the Franchisor. Bids for
construction of the Stadium were received on April 25, 2000. The low bidder
was Baltimore
Contractors, LLC(“BC”), 711 S. Central Avenue, Baltimore, Maryland 21202.
BC will be
responsible for all construction to meet all requirements for professional minor league
baseball play
and in accordance with all applicable laws, rules and regulations, except that the Franchisor
shall be
responsible for that portion referred to as the TPB Improvements,
as defined in that certain Funding
Agreement, by and among, inir m,the City and Franchisor of even date herewith. The City shall
cause to be prepared detailed design drawings, construction drawings and
specifications for the
Stadium (hereinafter referred to as the “Plans and Specifications”)
by the Architect who is
experienced in similar minor league stadia. The Architect selected, and the Plans and
Specifications,
shall be subject to approval by the Franchisor. The Franchisor’s scope of
approval with respect to
the Plans and Specifications shall be limited to the design parameters used to
prepare the existing
bid documents. The responsibilities of the City and the Franchisor regarding
design, construction
and fimding and other related matters are subject to the approval of the Franchisor, which
approval
shallnot be unreasonably withheld or delayed. Subsequent to such approval, neither the Architect
nor the Plans and Specifications shall be materially altered or modified without the
consent of
Franchisor.

It shall be the responsibility of the City to assure the construction


of the Stadium in
accordance with the approved Plans and Specifications and in accordance with all applicable
codes,
laws, rules and regulations. The Stadium shall be completed within the time periods for
various
phases of the construction as set forth in all grading, building and other permits. The and
City
Franchisor agree to cooperate to the greatest extent practicable to permit use and occupancy 0f
the
Stadium by Franchisor, including, but not limited to, playing of games by the Team prior to full
completion of the Stadium.

Funding for construction of the Stadium and other related matters are set forth in a certain
Funding Agreement dated Decatur 7 loco among the City, Franchisor, Harford County and the
,

Maryland Stadium Authority (the “FA”). A copy of said FA is attached hereto as Exhibit “B” and
is incorporated herein by this reference.

II. ADMINISTRATIVE CONTROL AND OVERVIEW

Section 2.01. ADMINISTRATIVE CONTROL. The City shall exercise overall


administrative overview and control of the Site, consistent with the rights and privileges granted to
all parties herein. Subj ect to the rights of the Franchisor as set forth herein, the
City shall have year-
round access to the Site.

III. TERM

Section 3.01. INITIAL TERM. The Term of this Agreement shall be from the date
Initial
ofthe issuance of the use and occupancy permit (“Commencement Date”), and shall terminate on
the twentieth (20th) anniversary of the end of the calendar year in which the Commencement Date
occurred (“Termination Date”). The Commencement Date and the Termination Date shall be set
forth in a separate amendment once such dates are determined.

07jp2500.doc/46704.004
Section 3.02. RENEWAL OPTIONS. Provided that the Franchisor shall not
be in default
of any provision hereof at the expiration of the then current term, the City grants
to the Franchisor
an option to renew this Concession Agreement for an additional twenty year term (20) subject to the
same terms and conditions ofthis Concession Agreement except for the right of the
City to impose
an additional yearly fee to fund such repairs and improvements to the Stadium
together with
appurtenances thereto as it and the Franchisor shall have deemed necessary during the
Initial Term
by notifying the City of its intent to exercise said option, in writing at least one hundred twenty
(120)
days prior to the expiration of the then current Term. Such additional fee shall not exceed
the yearly
amount required to finance such repairs and improvements over a twenty year term
an (at interest
rate based on the lowest interest rate available t0 the City at the date of the election of the option to
renew) less the average net receipts by the City over the last five (5) years of the Initial Term fiom
(i) Admission and Amusement taxes; temporary advertising revenue from City Events; (iii)
(ii)
revenue fiom exterior signage; and, (iv) revenues from concessions, concession stands and facilities
payable t0 the City. If at all possible, so long as it does not conflict with the sound
management and
operation of a professional minor league baseball stadium, nor conflict m'th Franchisor
Events, the
City shall be entitled to hold two City Events during each of the months oprril through
September
on a Friday or Saturday.

IV. USE

Section 4.01. CITY USE. The City shall have use of the Site, for any purpose approved
by
the Franchisor consistent with the sound management and operation of a
professional minor league
baseball stadium and by the terms of this Agreement. Each such use is referred to herein
as permitted
as a “City Event.” Such use shall be exercised for days not specifically granted to the Franchisor
for Franchisor Events as approved by the City in accordance with this Agreement.
City use shall not
conflict with any Franchisor Event (as defined below) scheduled for the Site, or prevent
the next
scheduled Franchisor Event at the Site. City use shall not disrupt or damage the Site
beyond routine
maintenance requirements, however, if damaged by City use or by persons or parties
whose use is
authorized by the City, the City shall promptly restore the Site to its original condition
at City
expense. The City will be responsible for scheduling all days of use for all parties
other than
Franchisor Events. After the City has recouped its initial investment in the Stadium in
accordance
with the provisions of Section 4.05 hereof, no more than fifieen (15) days shall be allocated
for City
Events. If at all possible, so long as it does not conflict with the sound management and
operation
of a professional minor league baseball stadium, nor conflict with Franchisor Events, the
City shall
be entitled to hold two City Events during each of the months of April through September
on a
Friday or Saturday. Such fifteen (15) days shall not include City Events for a Community
Activity
as defined in Section 4.05 hereof. Both Franchisor and the City acknowledge that Community
Activities are important to the well-being of the City and its residents. Franchisor shall make
reasonable efforts to permit Community Activities so long as they are consistent with the sound
management and, do not conflict with, operation of a professional minor league baseball stadium.

Section 4.02. FRANCHISOR USE. The City and the Franchisor agree that it is their mutual
desire to provide for the maximum use of the Site by the community, consistent with the
sound
management and operation of a professional minor league baseball stadium. The City grants to the

o7jp2500.doc/46704.oo4
Franchisor the exclusive use of the Site for the purpose of playing and exhibiting
professional
baseball, including all regularly scheduled games (pursuant t0 the Team Schedule
referred to in
Section 4.03 hereof), practices, exhibition games, post-season games under the control
of the
Franchisor and activities specifically related thereto and such other events as
may be held by
Franchisor during the days refen'ed to in Section 4.03 hereof (“Franchisor Events”). No
other users,
0r preparation for such users, shall unreasonably interfere with the Franchisor’s use
of the Site. It
is agreed that all regularly scheduled home games, all exhibition games, and all home play-off games
of the Team that are under the control of Franchisor shall be played
at the Site. The Franchisor shall
also be allowed to use the Site at times during the term of this Agreement, for purposes of
all

providing Clubhouses for the Franchisor and other teams using the Site, offices for administration
and management, ticket booths, parking area, concession stands, batting cages with protective
screening, scoreboards and such other related improvements and amenities. It is agreed that the
offices for administration and management shall be used and occupied by the Franchisor on a year-
round, exclusive basis. Franchisor shall have year—round access to the Site, subject to the rights of
and in common with the City and other pennirted users ofthe facility. The Franchisor shall have no
other right to use the Site, except for those specific events scheduled for Franchisor’s
use. The term
“Baseball Season” is defined as the period beginning March 15 and continuing through
the later of
September 30th of each calendar year or the last date of any playoff game in said year, if the Team
isa participant in such playoffs.

Section 4.03. TEAM SCHEDULE. Prior to the initial operation of the Stadium and,
thereafter, on or before March lst of each year, the Franchisor shall provide to the City
a final
schedule of all dates and times of officially scheduled professional baseball games of the Team to
be played at the Site for the ensuing twelve (12) month period. Franchisor will use reasonable
efforts
t0 provide the City with a tentative schedule of anticipated scheduled games, as aforesaid, on or
before December 31 of each year. Prior to the City recouping its investment in the Stadium in
accordance with the provisions of Section 4.05 hereof, Franchisor may, in addition t0 the foregoing
Team Schedule, reserve from time to time up to fifteen (15) days for events to be conducted
by the
Franchisor each year of the Term of this Agreement as additional Franchjsor Events. The City agrees
to use reasonable efforts to accommodate such Franchisor requests, it being recognized
and agreed,
however, that City Events shall have priority in scheduling over all but Franchisor’s Team Schedule.
The City Authority (as hereinafter have n0 obligation to approve any such Franchisor
defined) shall
requests that would, in the Authority’s reasonable discretion, interfere with the scheduling of a
City
Event. Afier the City has recouped its investment in the Stadium in accordance with the provisions
of Section 4.05 hereof, the Franchisor shall have year—round use of the Site subject to the use thereof
for City Events and Community Activities. After the City has recouped its investment in the Stadium
in accordance with Section 4.05 hereof, for each use of the Site (including the Stadium) which is (x)
not a use for professional minor league baseball nor (y) one ofthe fifteen (15) days which Franchisor
could use the Site pn'or to such recoupment of the City’s investment, the Franchisor shall
pay, in
addition to any applicable admission and amusement taxes, a user fee to the City equal to twenty
cents ($.20) per each paid attendee at such Franchisor Event.

Section 4.04. RAIN DATES. agreed that any replay of any rained-out or postponed
It is

games of the Franchisor will not be scheduled during any regularly scheduled City Events. The
Franchisor and the City shall consult with each other in an effort to re-schedule rained out or

07jp2500.doc/46704.004
postponed games, but it is recognized that games ofthe Team will be given priority to the greatest
extent reasonably possible over unscheduled City Events.

Section 4.05. FEE SCHEDULES. The City may establish a schedule of


rental fees and
such fees for users of the Site other than the Franchisor for Franchisor Events
retain
until the time
when the City has recouped its initial investment in the Stadium. After the City has recouped
its
investment in the Stadium, the City’s use shall diminish pursuant to Section 4.01 t0
initial
n0 more
than fifieen (15) days which use the City shall continue to schedule and the
City shall continue t0
retainany associated fees. Except vw'th regard to these fifteen (15) days for City Events, after the
City has recouped its initial investment in the Stadium, all decisions regarding rental
fees and
parking charges shall be made by Franchisor and all such revenue shall be retained
by Franchisor.
Prior t0 the City recouping its initial investment in the Stadium, the amount of
any such fees shall
be and absolute discretion of the City, and shall specifically permit the City to allow use
at the sole

of the Site by amateur teams and non—profit entities for no fee or for a nominal fee.
The City may
also establish a schedule of entry fees to be charged to patrons attending
City Events, and have final
determination of fees charged by any users other than the Franchisor. For
City Events of a
community, charitable and/or civic nature that are non-profit, or which produce only a nominal profit
for the City and the community, charity or civic organization holding, sponsoring or benefiting
by
the event (hereinafier a “Community “Community Activities”), Franchisor shall be
Activity” or
responsible for operation and maintenance of the Site with no cost to the
City, except as provided
in Section 5.10. For all City Events that are not a Community Activity, either
the City will provide
all necessary operation and maintenance services therefore, and pay the costs and expenses
thereof,
or, if the City so requests, the Franchisor will provide such operation and maintenance
services. In
the latter case, the City will promptly reimburse the Franchisor for the actual costs
and expenses t0
the Franchisor for operation and maintenance associated with such event,
plus a reasonable
management fee, not to exceed fifieen per cent (15%) of such actual costs and expenses,
to the
Franchisor to be agreed upon between the City and Franchisor on a case
by case basis before the
event is held. For purposes of this Agreement, the City shall be deemed to have recouped
its initial
investment in the Stadium such time as the aggregate amount received by the City from and after
at
the Commencement Date from Sources (as hereinafter defined) is equal to the
debt service on
$3,000,000 payable over 2O years at the weighted average interest rate incurred by the
City with
respect to the financing of the Stadium. Sources shall include the following:
(i) sales proceeds in
excess 0f $85,000 per acre from the sale of the approximate 54d: acres which are adjacent
to either
the Site or the land for the Ripken Academy (which is adjacent t0 the Site up to
$1,000,000.00), (ii)
admission and amusement taxes from use of the Stadium or Site; (iii) parking revenue fiom parking
on the Site; (iv) exterior signage revenue, (v) profit from City Events, (vi) concession
revenue, and
(vii) any other funds received by the City which the City would not receive unless the Stadium were
located in the Site.

V. DUTIES AND OBLIGATIONS OF THE FRANCHISOR AND CITY

Section 5.01. MAINTENANCE. The Franchisor shall be responsible for the year-round,
routine, Non-Capital Maintenance including all repair obligations for operations of the Site as fm'ther
described herein. Non-Capital Maintenance means all work (including all labor, supplies, materials,
equipment and cost of electricity, gas, water and sewer services) reasonably necessary for the

07jp2500.doc/46704.004
cleaning and routine upkeep of any property, structures, surfaces, facilities,
fixtures, equipment or
furnishings, or any other component 0f the Site, in order t0 preserve such items
in their existing
condition, ordinary wear and tear excepted. By way of illustration, and
without limiting the
generality of the foregoing, Non—Capital Maintenance shall include:
(i) preventative or periodic
maintenance procedures for equipment, fixtures or systems; (ii) periodic testing of
building systems,
such as mechanical, card-key security, fire alarm and sound systems; (iii) ongoing
trash removal;
(iv) regular maintenance procedures for HVAC, plumbing, mechanical, electrical,
structural systems
and field irrigation and drainage system, such as periodic cleaning, lubrication, and
changing ofair
filters; (v) touch-up painting; (vi) cleaning prior to, during and following all
Franchisor Events, City
Events and City authorized user events; and (vii) any other work 0f a routine, regular and
generally
predictable nature that reasonably necessary in order to keep the Site, in good order and condition.
is

The Franchisor shall provide all the above referenced services in this Section year round, for
the uses
0f the Site approved by the Franchisor, whether such uses are by the Franchisor, the
City or others.
Such services shall be provided for all users at no cost other than as provided for herein
(see, for
example, Section 4.05 hereof). Notwithstanding the foregoing, the City shall
pay for the cost of
operating the field lights, if used, for other than Franchisor Events.

Section 5.02. CAPITAL IMPROVEMENTS AND MAJOR MAINTENANCE. The City


shall be responsible for the capital maintenance ofthe Stadium and Site, including, but not
limited
to, the repair or replacement of all structures, systems (including mechanical,
electrical and those
related t0 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. Such capital improvements and maj or maintenance
replacement
shall be performed by the City at its expense. The City shall inspect the facility on an
annual basis
to determine the timing and extent of such work required. The City shall coordinate its capital
improvements with the Franchisor. Should the Franchisor be required to perform emergency actions
that would ordinarily be the responsibility of the City, the Franchjsor shall take
the required
emergency action, notify the City within twenty-four (24) hours followed by a written description
ofthe problem within five (5) business days, and invoice the City for costs reasonably incurred
by
the Franchisor, which costs shall be paid by the City within thirty (30) days of receipt of such wn'tten
notice.

Section 5.03. MAINTENANCE PLAN. The Franchisor shall prepare and submit a
maintenance program to the City, for its approval, which shall not be unreasonably withheld, on an
annual basis which will outline the scheduled maintenance and repairs to be performed theby
Franchisor for each year during the Term.

Section 5.04. PERSONNEL. A11 personnel engaged or employed by the Franchisor in the
performance of its duties and obligation hereunder, including, but not limited to, all security guards
and maintenance personnel, shall be considered as employees or contractors of the Franchisor and
shall in no event be construed as being representatives, agents, contractors or
employees of the City.

Section 5.05. QUALITY OF SERVICES. The operating and maintenance services to be


performed by the Franchisor under Section 5.01 hereof, shall be consistent with the quality of such
services provided in other comparable first class facilities of this type. Should the quality of services

07jp2500.doc/467o4.oo4
rendered by the Franchisor at any time during the Tenn fall below
the quality set forth above, and
be unacceptable to the City in its reasonable discretion, then the
City shall provide written notice
thereof to the Franchisor and the Franchisor shall have thirty
(30) days from the receipt of such
notice to improve the quality of such services, or remedy such other
default, or to begin diligently
to effect a cure during such period if such default cannot be
cured within such thirty (3 O) day period.
In the case of an emergency, the City shall have the right to take
any and all immediate corrective
action without notice to Franchisor. In the event the Franchisor is
in default of this provision with
regard to the quality of services and the Franchisor fails to remedy
such default within thirty (30)
days 0f its receipt of written notice from the City, 0r to begin diligently to effect
a cure during such
period if such default cannot be cured within such thirty
(30) day period, in addition to all other
rights hereunder and at law, the City reserves the right,
subsequent to the passage of said thirty (30)
day period (subject to the language in the preceding sentence regarding an
emergency), to undertake
corrective action and invoice the Franchisor for the costs reasonably
incurred by the City in taking
such corrective action, which costs shall be paid by the Franchisor within
thirty (3 0) days of receipt
0f such invoice.

Section 5.06. EXTENT OF SERVICE. The operating and maintenance


services t0 be
provided by the Franchisor hereunder shall apply to the entire Site, including
but not limited to the
playing field, seating area, buildings (including all mechanical, heating and
air conditioning and
lighting equipment therein and all fences surrounding the Stadium
and on the Site and the exterior
walls ofthe Stadium building), all parking areas and all other enclosed
or fenced areas of the Site,
but shall not include the maintenance of any public roads or rights
ofway on the Site

Section 5.07. EQUIPMENT. To the extent that equipment purchased as


part of the initial
Stadium construction shall not be sufficient, the Franchisor shall use its own
equipment to perform
the operating and maintenance services described herein.
Any equipment stored on the Site shall be
stored inconspicuously in such place and manner as reasonably designated by the City and at the risk
of the Franchisor.

Section 5.08. CONTINUOUS OPERATION. The Franchisor covenants


to continuously
operate and maintain the Site during the dates and times provided in the Team
Schedule (as defined
in Section 4.03 hereof) and at such other times as the Site is scheduled
for use by other users as may
be permitted by the terms 0f this Agreement. Franchisor further covenants
to maintain the Team in
a professional minor league, during the Term 0f this Agreement. Failure of
the Franchisor to file a
Team Schedule as required under the provisions of Section 4.03 hereof shall constitute an Event of
Default hereunder if not cured within ten (10) days afier written notice of default
by the City to the
Franchisor.

Section 5.09. TICKETS. The Franchisor shall, in each year of the Term, provide
the City
with up to one hundred (100) tickets, including handicapped accessible seating, without
cost, for
every exhibition, home and play-off game scheduled at the Stadium upon notification
to the
Franchisor seventy—two hours in advance of each game, or, if the team is scheduled to play a visiting
team on consecutive dates (“Series”), up one hundred (100) tickets for all games in the Series. In
to
the event that the City needs tickets in advance of seventy-two hours (72) notice 0r requests block
seats greater than twenty—five (25) seats, the Franchisor shall use its best
efforts to accommodate
07jp2500.doc/46704.004
such request, provided it receives at least three
(3) weeks advance notice. In all other cases,
Franchisor shall use best efforts to provide tickets in blocks of at least twenty-flve
its
(25) seats. The
City shall return any tickets they do not plan to use within twenty-four
(24) hours before any game
or event. All tickets provided to the City pursuant to this Section
5.09 shall be distributed by the
City, free of charge, to youth groups, handicapped groups, senior
citizen groups, charitable
organizations, civic organization, or other similar groups or
organizations, so as to promote
attendance by persons who might otherwise be unable to attend baseball
games at the Stadium. In
no event shall tickets so provided to the City be sold or subjected to a
charge or fee by the City, or
distributed other than as set forth in this Section 5.09. In addition to
the tickets described above, the
Franchisor shall, in each year of the Term, provide the City with ten
(1 0) passes allowing admission
t0 all Franchisor Events at no charge. There shall be no
restrictions on the City’s use of such passes.

Section 5.10. SECURITY. The Franchisor shall provide security services for events held
by the Franchisor at the Site. The City shall provide security services for Events other
than
Franchisor Events.

VI. CONCESSIONS

Section 6.01. FOOD, BEVERAGE, MERCHANDISE AND SOUVENIRS. The City


hereby grants to the Franchjsor the exclusive privilege to operate all food and
beverage concessions
and to sell all merchandise and souvenirs at the Stadium during Franchisor
Events. The Franchisor
shall receive the revenue fiom such concessions and such sales of merchandise and souvenirs. Upon
fifteen (1 5)days advance notice, including an estimation of the anticipated attendance,
the
Franchisor shall provide all food and beverage stands and facilities for
City Events. In the event that
the Franchisor is the concessionaire for any City Event, twenty-five
percent (25%) of all gross
revenue generated from Franchisor’s operation of concessions, concession
stands and facilities
during City Events shall be remitted to the City. The Franchisor shall
provide the City with its share
of the concessions generated by City Events within thirty
(30) days of the event, along with a
statement of gross receipts for the fees collected. The City has the right to
review and audit all books
of the Franchisor relating to concessions for City Events. Such records
shall be made available for
audit within five working days of a request for inspection ofrecords.
The Franchisor shall keep such
books and records in accordance with generally acceptable accounting principles.
If there is a dispute
as to compensation due the City, the City shall retain the services
of an independent auditing firm
at the City’s expense, whose findings shall govern. The
auditing firm so selected shall be subject t0
the prior approval of the Franchisor, which approval shall not be
unreasonably withheld. The City
shall have the right t0 require reasonable additional internal or
accounting controls based on audit
findings. The City or other approved users retain the right of merchandise
sales and all revenue
generated therefrom at all events other than Franchisor’s Events, except for
revenue received fiom
sales ofmerchandise containing the name or logo of the Team, which
revenue shall be retained by
the Franchisor. In the event that the City shall not request the Franchisor
to provide concession
services for any City Events, then the City or others employed
by the City may provide such
concession services, but neither the City nor others employed by the City shall be
entitled to use the
concession stands or facilities normally used by Franchisor for Franchisor Events.

o7jpzsoo.doc/467o4.004
Section 6.02. ALCOHOLIC BEVERAGES. The Fr‘anchisor herein agrees that no alcoholic
beverages will be sold, used or distributed on the premises herein leased
unless and until the proper
permits and licenses have been obtained. The City agrees to obtain
or to assist the Franchisor in
obtaining, as may be required by applicable law and regulation, such
permits and licenses, provided,
however that the City shall not be required to expend any monies for such
permits and licenses and
will be reimbursed by Franchisor therefore.

SKYBOXES
Section 6.03. AND
CLUB BOXES. The Franchisor shall have the sole and
exclusive right to operate and to grant use and occupancy rights to
third parties in and to all
Skyboxes and Club Boxes (collectively, the “B0xes”) that axe built as a part of the
Stadium, on such
terms and for such fees or “rentals” as Franchisor may determine. The
Franchisor shall be entitled
to receive and retain all fees, rentals or other income derived from such Boxes. The
City agrees not
to impose any Admission and Amusements Taxes on the revenue charged for the
Boxes. The City,
upon request, shall agree to recognize the rights of third parties to whom the
Franchisor shall have
granted use and occupancy rights to the Boxes, and shall agree not to
disturb the exercise of such
use and occupancy rights so long as the user is not in default under
the terms of the agreement
between the Franchisor and user granting such rights. Such rights shall
include, but not be limited
to, the use of Boxes for all events at the Stadimn at no additional
cost to the user.

Franchisor agrees to provide City with copies of all such third party agreements each Baseball
Season during the Term.

VII. PARKING

Section 7.01. PARKING. Subject to the provisions of Section 4.05, the City reserves to
itself the exclusive right to operate all parking at the Site afier the second year of the
Initial Term
until the City recoups itsinvestment in the Stadium so that the Sources are sufficient to cover the
City’s debt service 0n $3,000,000.00. The parking fee charges will not exceed the amount resulting
from dividing the yearly debt service excess of anticipated sources other than parking fees) by
(in
the product resulting fiom multiplying the average cars parked for a stadium Franchisor Event during
the previous year by the number of scheduled games to be played at the Stadium, multiplying this
sum by 1.15 and increasing the product to the next whole dollar. For example, if the annual
debt
service exceeds receipts by $80,000.00, the average number ofcars parked
at a Franchisor Event was
1,500 and 80 games are scheduled, the parking fee would be $1 .00 per car; provided,
however, that
the parking fee shall never exceed $2.00 unless approved
by Franchisor. The City agrees that there
shall be r10 fee charged for parking for the Franchisor’s Events except upon the Franchisor’s written
request of the same to the City, which approval shall not be unreasonably withheld or delayed. The
City reserves the right to determine whether or not a parking fee should be charged for
City Events
and’shall determine the amount to be charged, and shall receive the revenue
generated from any
parking fees.

VIII. ADVERTISING

Section 8.01. GENERAL. Franchisor shall have and hereby given sole and exclusive
is
billboard advertising privileges on the interior and exterior of the Stadium which advertising shall

07jp2500.doc/46704.004
remain in place and be undisturbed during City Events and all revenue derived
therefrom shall be
paid to the Franchisor. The Franchisor shall have and is hereby given exclusive
advertising privileges
for Franchisor Events, including, but not limited to, billboard and program advertising and all
revenues derived therefrom shall be paid to the Franchisor. The City shall have advertising
privileges
for City Events, which advertising shall be temporary in nature, and all
revenues derived therefiom
shallbe paid to the City or its designee. The City shall have use of the electronic scoreboard
for City
Events, and all revenues derived therefrom shall be paid to the City. Amateur teams
and semi-
professional teams and other users shall have the rightand privilege of printing programs and have
advertising privileges for same and
revenue derived therefrom. The City shall have the non-
all
exclusive right to time for public service announcements, at no charge, upon the
agreement of the
Franchisor, which agreement shall not be unreasonably withheld, on electronic scoreboard
that may
be installed in the Stadium, provided that such announcements are limited to no more
than threc (3)
per Franchisor Event. In the event that the Franchisor shall vacate the premises
for any reason
whatsoever, the Franchisor will fully restore the area of the signage to the reasonable satisfaction
of
the City. A11 plans and specifications for such restoration of the Site must be
submitted to the City
for its approval. In the event that the Franchisor
is caused to vacate the Site by virtue of a default on
the part of the City under this Agreement, then the cost of restoration of the
signage area shall be
borne by the City. The City shall not make, display or cause to be made or displayed
without the
consent of the Franchisor any announcement or sign which contains a message the
subject 0r
presentation ofwhich is of the same general nature of any message or display used by the Franchisor
or those in privity of contract with Franchisor.

Section 8.02. EXTERIOR SIGNAGE. Exterior signage includes all infonnational and
directional signage erected off the Site. The City and Franchisor acknowledge the importance of
exterior signage identifying the Stadium and its scheduled events. The City and Franchisor agree to
use their best efforts to cooperate in obtaining such signage in conformance with applicable
signage
regulations, including, but not limited to, signage visible from Interstate 95 and Route 22.
The City
shallsubmit to the Franchisor for review and comment all directional and informational exterior
signage to be erected. The Franchisor has the right to determine the wording of
information
regarding Franchisor Events. All income derived from exterior signage shall be the
property of the
City except such income from signage associated with the naming rights in Section 8.03.

Section 8.03. STADIUM NAME. City and Franchisor agree that the name of the Stadium
shall be “Ripken Stadium”, until and unless such name shall be changed by mutual consent.
Notwithstanding the foregoing, Franchjsor shall have the right to promote and advertise a secondary
name in association with its Team operation (for example: “XYZ Field at Ripkcn Stadium” or
“Ripken Stadium at XYZ Park”) and to receive and retain any income derived therefrom.

IX. TAXES. ASSESSMENTS AND AMUSEMENT TAX

Section 9.01. DEFINITION. “Applicable Taxes” mean all (i) taxes and assessments
shall
on the imposed by the City pursuant to its powers under Article 23A of the Annotated Code of
Site

Maryland, (ii) front foot benefit charges for water, sewer and other utilities assessed and levied
against the Stadium, improvements and Site imposed by the City pursuant to powers under
its
Article 23A of the Annotated Code of Maryland, and (iii) assessments for improvements of the

o7jpzsoo.doc/46704.oo4

1 0
operation and maintenance of the Stadium, and improvements which are levied
by any public
authority.

PAYMENT. The City shall pay and be responsible for all Applicable Taxes
Section 9.02.
that are due and payable during the Term of this Agreement, or thereafter if incmred during the
Term
of this Agreement exdept those taxes imposed upon the Stadium pursuant to Section
6-102(e) of the
Tax-Property Article of the Annotated Code of Maryland and as amended from time to time
which
be the responsibility of the Franchisor. In no event, however, shall the City be liable
shall
for the
payment of amusement, admission and sales taxes that are the responsibility of Franchisor under
Section 9.04 hereof, or for income taxes due on revenue received by the Franchisor as a
result 0f
operations at Franchisor Events.

Section 9.03. REMEDIES. The City shall have the ability to pursue in its name such
administrative and judicial remedies as may be necessary to contest and appeal the amount of any
Applicable Taxes, assessments, or related valuation, and to pay under protest
any billing of
Applicable Taxes all or part of which are to be borne by the City.

Section 9.04. AMUSEMENT TAXES, ADMISSION AND SALES TAXES. The


Franchisor shall be responsible for the collection and remittance of all amusement and admission
and
sales taxes and any other taxes (not included within the definition of Applicable
Taxes) resulting
from Franchisor Events, as may be required by applicable law. City agrees that there shall be no
admission or amusement tax on either (i) Boxes that may be built as a part 0f the Stadium, or
(ii)
additional admissions or amusement taxes on free or discounted tickets offered
by the Franchisor.
City agrees that there shall be no admission or amusement tax on free or discounted tickets offered
by the Franchisor.

X. UNUSABILITY

Section 10.0 1. UNUSABILITY. In the event that the Site would be rendered unusable
through fire, acts of nature or any other cause then the City shall not be responsible for furnishing
any facilities or additional facilities for the Franchisor to use. In the event of loss or damage t0 the
Site, the City shall act promptly to fully restore the premises to the original condition to the extent
0f the proceeds available fiom the insurance policy set forth in Section XVI, hereof, which proceeds
shall inure to the City for such purpose.

XI. ASSIGNMENT AND SUBLETTING

Section 11.01. Except as otherwise allowed and provided herein, the Franchisor shall not
assign this Agreement or any part thereof or sublet any portion of the Site, and shall not pennit same
to be done by the voluntary act of said Franchisor, by judicial process, judgment or decree, operation
0f law voluntary or involuntary bankruptcy. Notwithstanding the above, if Franchisor is merged with
another entity, such transfer by operation 0f law shall not be treated as an assignment for purposes
of this Agreement.

o7jp2500.doc/46704.004

1 1
Notwithstanding the foregoing, the Franchisor shall have the right with the
prior written
approval of the City, which shall not be unreasonably withheld, to assign
this Agreement to a new
corporation, partnership or other legal entity that will hold the league franchise
of the baseball team
that will use the Site, provided that (1) the assignee assumes all the
obligations of the Franchisor
hereunder, and (2) Franchisor remains secondarily liable under this Agreement.

XII. NO RELOCATION
Section 12.01. NO RELOCATION. During the Term of this Agreement, other than as set
forth herein, the Franchisor will not permit the relocation of the
Team, or permit the Team’s home
games under Franchisor’s control in any season to be played in any location other than the
Stadium
without the prior consent of the City, which consent shall not be unreasonably withheld
or delayed
(except in the event of a temporary relocation if the Team is deprived ofthe use
of the Stadium to
such a degree that the playing of baseball in the Stadium is rendered
impractical) unless a
comparable replacement team determined by the City in its reasonable discretion) is obtained.
(as
The City shall not permit the relocation of the Team from Aberdeen, Maryland except when the
Site
is unusable pursuant to Section 10.01. The Franchisor shall not
permit any sale, assignment or
transfer of the Team unless (i) the assignee is required to assume all of the obligations of the
Franchisor under this Agreement and (ii) the Franchiser remains secondarily liable under this
Agreement.

FIXTURES REMAIN. If the Franchisor vacates the Site without cause, the
Section 12.02.
concession equipment, scoreboard and sound equipment shall be deemed fixtures and shall
remain
the property ofthe City.

XIII. ADDITIONAL ALTERATIONS

Section 13 .01. ALTERATIONS. (a) Upon completion of the Stadium and Site
improvements, the Franchisor shall not make any changes or alterations to the Site nor construct any
additional structures without the written consent ofthe City,
which consent shall not be unreasonably
withheld or delayed. In the event that the Franchisor has requested and received approval
to make
modifications in the playing field and/or any appurtenances necessary for the use thereof, the same
shall be done at the sole expense of the Franchisor.

(b) Upon completion of the Stadium andSite improvements, the City shall not
make any changes or alterations to the Site nor construct any additional structures which changes
or alterations affect the Franchisor’s Events without the written consent of the
Franchisor, which
consent shall not be unreasonably withheld or delayed. In the event that the City has requested
and
received approval to make modifications in the playing field and/or any appurtenances necessary for
use thereof, the same shall be done at the sole expense of the City.

XIV. ENCUMBRANCES

ENCUMBRANCES. A11 buildings or permanent fixtures that may be placed


Section 14.01.
within said Stadium or on the Site either by virtue of this initial Agreement or in the future shall be

o7jp2500.doc/46704.004

12
and become the property ofthe City, free and clear and discharged from
any liens, encumbrances,
mortgages, claims, rights, title or interest of the Franchisor or any other person,
firm, organizations
or corporations. Franchisor shall not subordinate the Land or Stadium for collateral for loans.

XV. COMPLIANCE WITH REGULATIONS. AGREEMENTS. EASEMENTS

Section 15.01. REGULATIONS. The City agrees herein to comply with all applicable acts,
statutes, ordinances,and administrative regulations of whatsoever nature or kind whether federal,
state, county or City that apply directly ornindirectly to the use of
and operations at the Site,
including, without limitation, the Americans with Disabilities Act.

The Franchisor shall obtain and maintain at its sole expense all permits and licenses of
whatsoever nature or kind that may be necessary for the use of the Site by Franchisor.
Copies of said
permits and licenses shall be furnished to the City.

XVI. TITLE

Section 16.01. TITLE. It is agreed that at all times during the term of this
Agreement, title
to the Site shallremain with the City. Franchisor shall have no right, title or interest in or to
any
portion of the Site except as expressly set forth in this Agreement.

XVII. INSURANCE AND HOLD HARMLESS

Section 17.01. GENERAL. (a) The Franchisor agrees that it shall indemnify the
City and
hold harmless the City against any and all fines, suits, claims, demands, expenses, action
losses,
alleged losses, or liabilities of whatsoever nature made against 0r incuxred
by the City either directly
or indirectly, either in law or equity, paid, suffered 0r incurred as a result of the
acts, activities,
omissions or negligence of the Franchisor, its agents, servants, contractors,
and employees,
concessionaires due to the operation and use of the Site by the Franchisor, its agents, servants,
contractors, employees, and concessionaires. This includes, but is not limited to: liabilities related
to or arising from the Franchjsor’s use, transportation, discharge or release of hazardous substances
onto the Site, and liabilities resulting fiom the sale or distribution of any product
by the Franchisor,
itsemployees, agents, contractors or concessionaires, and any other claims arising from the
obligations and activities of the Franchisor, its employees, agents, contractors or concessionaires
under 0r pursuant t0 this Agreement;

(b) The City agrees that it indemnify the Franchisor and hold harmless the
shall
Franchisor against any and all fines, suits, claims, demands, expenses, action losses, alleged losses,
or liabilities of whatsoever nature made against or incurred by the Franchisor either directly or
indirectly, either in law or equity, paid, suffered or incurred as a result of the acts, activities,
omissions or negligence of the City, its agents, servants, contractors, employees,
and concessionaires
due to the operation and use of the Site by the City, its agents, servants, contractors, employees, and
concessionaires. This includes, but is not limited to: any conflicts in scheduling for the
Site,
liabilities resulting from the sale or distribution of any product by the City, its employees, agents,

o7jp2500.doc/467o4.oo4

13
contractors or concessionaires, and any other claims arising fiom the obligations and activities 0f
the City, its employees, agents, contractors or concessionaires under or pursuant to this
Agreement.

Section 17.02. INSURANCE. (a) It is fimher agreed that the Franchisor shall obtain a
Commercial General Liability Policy of Insurance which will adequately and
sufficiently protect the
City and Franchisor, their agents, representatives and servants from losses
arising directly or
indirectly fiom the Franchisor’s use of the Site including the access roads and any overflow parking
as provided herein. The City and the Franchisor shall be named on the insurance certificates as
insured parties. The Commercial General Liability Policy of Insurance shall
include the following
coverage including deductibles: (i) commercial general liability, THREE MILLION DOLLARS

($3,000,000) per occurrence, including fire, products/completed operations, broad form


contractual
liability, broad form property damage liability and XCU, Earthquake and Catastrophe coverage; (ii)
FIVE THOUSAND DOLLARS ($5,000) for medical payments per each occurrence; (iii) Follow
Along Excess Policy, TEN MILLION DOLLARS ($10,000,000) total aggregate; (iv) Workers’
Compensation TWO HUNDRED
(statutory) plus employers liability, with AND
no less than FIFTY
THOUSAND DOLLARS ($250,000) per injury or illness and FIVE HUNDRED THOUSAND
DOLLARS ($500,000) per occurrence. In the event that at any time the City shall determine that
such coverage, including deductibles, is inadequate, then City may require additional coverage
within its reasonable discretion. This clause is in no wayintended to limit the liability of the
Franchisor or the City under this clause and its hold harmless provisions running towards the City
or the Franchisor, but only to be considered as a guideline for minimum amounts of insurance that
is

shall be carried in the amounts required herein.

(b) Fire insurance and broad form extended coverage in an amount equal to full
replacement cost shall be contained within the Commercial General Liability Insurance
Policy, said
insurance as maintained by the Franchisor and City, and shall include the following clauses
to which
the insurance carrier(s) or self—insurance program shall: (i) waive all rights of subrogation against
the other party with respect to losses payable under such policies; and,
(ii) agree that such policies
shall not be invalidated should the insured waive in writing prior to loss
any or all right of recovery
against any party for losses covered by such policies. Any insurance coverage herein provided for
shall be held in trust by the insurance carrier for the benefit of the Franchisor and the
City, as their
respective interests may appear, and all sums thereunder shall also be held and disbursed by the
insurance carrier for the purpose of paying the cost of repairing or rebuilding the
Stadium and
Improvements. The City shall have the option of self-insurance, however, the City shall not exercise
said option without the Franchisor’s prior consent, which consent shall not be unreasonably
withheld.

Prior to the issuance of the use and occupancy permit, the certificate of insurance
verifying
the existence of the insurance coverage required in the above paragraphs shall be made
available to
all Such insurance shall carry an A rating from Best’s Key Rating Guide or BBB from
parties.
Stande and Poor’s Insurance Solvency Review, as confirmed by a Dunn & Bradstreet analysis or
the self-assurance program of the City.

o7jpzsoo.doc/46704.004

14
All insurance coverage shall be written and required to protect the
City and the Franchisor
with regard to this Agreement and/or ownership ofthe Site, and the operation
and maintenance of
the Stadium and improvements.

Section 17.03. COST OF INSURANCE.


It is acknowledged and agreed
by the Franchisor
and the City that the cost of the aforementioned insurance policy shall be paid
in the following
manner, Fifty Percent (50%) by the City and Fifty Percent (50%) by the Franchisor.

XVIII. CERTIFICATION OF GOOD STANDING

Section 18.0 1. CERTIFICATION. The Franchisor agrees and warrants unto the City that it
is a Maryland limited liability company, duly authorized to do business in the State of Maryland and
in good standing.

XIX. DEFAULT

Section 19.01. DEFAULT. It is hereby agreed and understood that if


any default is made in
the payment of any monies due the City as herein agreed and the Franchisor shall not cure such
default within ten (10) days of written notice by the City, or if a default or violation
be made in
performance of any of the covenants entered into herein on the part of the Franchisor, and if the
Franchisor shall not cure such default within thirty (30) days after written notice thereof
by the City,
or fail t0 begin diligently to effect a cure during such period if such default cannot be
cured within
such thirty (30) day period, or if the Franchisor should abandon the Site, this Agreement,
at the
option 0f the City, shall fully cease and terminate. Regardless of the remedies which the
City may
take in the case of default, the City, its agents 0r attorneys, shall have the absolute right
to (i) re—enter
said premises and assume and take possession of the same, (ii) terminate this
Agreement, and (iii)
cure any such default. The monies expended by City in connection herewith shall be due from the
Franchisor, with interest at the rate oftwelve percent (12%) per annum, upon demand from the
City.
The said Franchisor hereby waives the services of any notice of intention to re-enter, notice to
terminate tenancy or notice t0 quit or demand for possession.

In the event of such default, the City does not waive any rights contained in this
Agreement by virtue of re-entering said premises or curing any default by the Franchisor.

)QC. NOTICES

Section 20.01. NOTICES. In the event that any notices are required, same shall be
adequately given in writing, and personally delivered 0r mailed by registered 01' certified mail to the
parties at their respective addresses as follows: (or such other address as either
party shall designate
by written notice to the other party.)

07jp2500.doc/467o4.oo4

1 5
City:

City of Aberdeen
ATTN: Peter A. Dacey
City Hall
3 W. Bel Air Avenue
Aberdeen, MD 21001

Franchisor:

TUFTON PROFESSIONAL BASEBALL LLC


ATTN: Ira Rainess
10801 Tony Drive, Suite A
Lutherville, MD 2 1 093

With a copy to:

Lonnie M. Ritzer, Esquire


Shapiro Sher & Guinot
36 South Charles Street, 20‘” Floor
Baltimore, MD 21201

XXI. CONDEMNATION

.0 1. CONDEMNATION. In the event that all or a portion ofthe Site


Section 21 is condemned
by any governmental authority such that the Site is unusable for the purposes set forth in this
Agreement, this Agreement shall automatically terminate as of the date of such condemnation event.

XXII. MISCELLANEOUS

Section 22.01. GENERAL. (a) A11 references made, andall nouns and pronouns used herein
shall be construed in the singular or plural, and in such gender as the sense and circumstances
require.

(b) The paragraph headings contained in this Agreement are for convenience and
reference only, and are not intended to define or limit the scope of any provisions of this Agreement.

(c) This Agreement shall be binding upon the palties hereto, their successors or
assigns, and shall be construed and interpreted in accordance with the laws ofthe State of
Maryland.
Time is of the essence of this Agreement.

(d) This Agreement constitutes the final, complete, and exclusive written
expression of the intent of the parties, and supersedes all previous verbal and written
communications, representations, agreements, promises or statements. N0 amendment, modification

07jp25004doc/46704.oo4

16
or alteration ofthis Agreement shall be binding unless in writing, dated subsequent to the date hereof
and duly executed by the parties herein.

(e) If any one or more of the provisions contained in this Agreement shall for
any
reasons be held to be invalid, illegal or unenforceable in any respect, the Agreement
shall be
construed as if such invalid, illegal or unenforceable provision were not contained herein.

Section 22.02. FORCE MAJEURE. The Franchisor and City agree


that with respect t0 any
services t0 be provided or actions t0 be taken by any party in connection with this Agreement, the
party required to furnish or perform the same shall in no event be liable for failure to do so when
prevented by an act of God, flood, storm, explosion, fire, insmrection, riot, strike, order or regulation
of or by any governmental or regulatory authority or because of war or other emergency (collectively
referred to hereinafter as “Force
Majeure Events”). The time within which such services or actions
shallbe performed or rendered shall be extended for a period of time equivalent to the delay caused
by such Force Majeure Event. The provisions of this Section 21 .02 shall not apply to any payment
obligation.

Section 22.03. ANTI-DISCRIMINATION. The Franchisor shall not discriminate in any


manner on the basis of age, handicap, gender, mce, color, creed 0r national origin with respect to
any
applicant, employee or contractor, and conform in all respects to the pertinent provisions of
shall
federal, state or local laws, ordinances, rules and regulations of employment practices. The
Franchisor further agrees that in sewing the public, its employees and contractors, shall not, on the
grounds of gender, race, creed, color, handicap, age or national origin, discriminate or permit
discrimination or refuse to serve a person or group of persons in any manner prohibited by federal,
state, or local l'aws, rules, ordinances and regulations.

Section 22.04. WAIVEROF JURY TRIAL. Each party hereto waives its right to a trial by
jury in any dispute or proceeding between the parties arising fiom this Agreement.

Section 22.05. SPECIFIC PERFORMANCE. The City and the Franchisor, respectively, shall
have the right to seek the specific performance of this Agreement and to enjoin the City and
Franchisor from Violating the provisions thereof.

Section 22.06. TITLE AND CONDITION OF PROPERTY. The Stadium and improvements
shall be owned by the City. Unless expressly set forth herein, the Franchisor shall have no right, title
or interest in any part of the Si'te.

Section 22.07. RIPKEN STADIUM AUTHORITY. The City shall create an authority to be
known as the Ripken Stadium Authority (the “Authority”). Tufton Enterprises LLC, an affiliate of
the Franchisor, shall have the right to appoint 2 members to the Authority.

o7jp2500.doc/46704.004

17
IN WITNESS WHEREOF, the panics hereto have executed this Agreement the day and year
first above written and
do hereby warrant each unto the other that the person affixing his signature
hereto was duly authorized as a corporate officer to execute same on behalfof each
party.

WITNESS AND ATTEST: TUFTON PROFESSIONAL


BASEBALL LLC

Ira Rainess
Authorized Person

WITNESS AND ATTEST CITY OF ABERDEEN

/ / Douglas K. Wilson, Mayor

AS TO CORPORATE SEAL:

o7jp2500,doc/46704.oo4

18
EXHlBlT A
r [r SITE DESCRLPTION
(DONCESSION AGREEMENT)

EXHIBIT A

Property Description

BEING all that lot of ground situate, lying and being in Harford County, State of
Maryland, and more particularly described as follows, that is to say:

BEGINNING for the same at a point in and distant 189.11 feet from the beginning of the

twenty-sixth or North 75° 08’ 21 West 618.00 foot line of a deed from Inez Long,
Susanna Long Liberty and Clarence D. Long, III, to Bosworth Management,
Inc., dated
January 22, 1997 and recorded among the Land Records of Harford County, Maryland in
Liber 24-81, Folio 0991, said point also being in the northerly outline of a
parcel of land
conveyed by and described in a deed fiom John L. Blair and Margaret Blair, his wife, to
the StateRoads Commission of Maryland, dated May 22, 1962 and recorded among the
aforesaid Land Records in Liber 594, Page 119, thence leaving the last
mentioned parcel
and the aforesaid twenty-sixth line and running for a new line of division through
the
land described in the first mentioned deed,

"
1. North 25° 56' 27 East 713.49 feet to a point and to intersect the future
southerly right of way line ofLong Drive, thence binding thereon and
continuing to run for new lines of division through the land described in
the first mentioned deed, three courses, viz:

By a non-tangent curve t0 the lefi with a radius of 507.00 feet and an arc
length of 88.36 feet, said curve being subtended by a chord bearing South
83° 42' 16” East 88.25 feet, to a point oftangency,


South 88° 41 50” East 726.92 feet to a point of curvature, and

By a tangent curve to the lefl with a radius of 70.00 feet and an arc length
of 40.25 feet, said curve being subtended by a chord bearing North 74°
49' 45 ” East 39.70 feet, thence leaving the said
future right ofway and
continuing to run for new lines of division through the land described in
the first mentioned deed, three courses, viz:


South 88° 41 50” East 216.70 feet,

South 52° 27' 40” East 61.34 feet, and


South 88° 41 50" East 456.46
feet to a point and to intersect the
seventeenth line of the first mentioned deed and t0 intersect the westerly
outline of a parcel of land conveyed by and described in a deed from
Robert A. Kenny and Charles T. Kenney to the State Roads Commission
of Maryland, dated February 15, 1963 and recorded among the aforesaid
Land Records in Liber 613, Page 509, thence binding on part of the said
westerly outline and on the remainder of the said seventeenth line,


South 07° 06 14” West 396.06 feet to a point and to intersect
the
northerly right of way line of the Northeastern Expressway, 1-95, as
shown on Roads Commission Plat No. 14836, thence binding on the
State
said right of way as shown on the said plat and on SRC Plat Nos. 26243
and 26241, and binding on the eighteenth through twenty-fourth lines of
the first mentioned deed, seven courses, viz:

South 61° 12’ 16” West 677.16 feet to a concrete monument heretofore
planted,

South 63° 25 O6” West 250.50 feet to a concrete monument heretofore



10.

planted,

11. South 61° 12' 16" West 449.89 feet to a concrete monument heretofore
I

planted,

12. South 72° 37' 09” West 203.61 feet to a concrete monument heretofore
planted,


13. South 60° 54’ 53 West 29.97 feet to a concrete monument heretofore
planted,


14. South 62° 27’ 53 West 214.61 feet to a concrete monument heretofore
planted,

South 77° 45 57” West 41.97 feet to a point and to intersect the easterly

15.
right of way line of Coen Road and the easterly outline of a parcel of land
described in the secondly mentioned deed, thence leaving the said I-95
and binding on all of the twenty-fifth and part of the twenty-sixth lines of
the first mentioned deed and binding on all ofthe easterly and part of the
northerly outline of the secondly mentioned parcel, two courses, viz:

16. North 00° 49' 32" East 609.94 feet, and


17. North 75° 08’ 21 West 189.11 feet to the place of beginning.

CONTAINING 33.907 acres of land, more or less.

BEING part ofthe land conveyed by and described in a deed from Bosworth
Management, Inc. to The City ofAberdeen dated November 15, 1999, and recorded
among the Land Records of Harford County, Maryland in Liber 3 156, Folio 106.

E:\DamMBERDEEMSIadium.Ayecmens.Final.l l.00\CAIM‘wpd
EXHIBITS

EXHIBIT A Site Description

EXHIBIT B Copy of Funding Agreement

EXHIBIT C City Council Resolution for Ripken Stadium Authority

07jp2500‘doc/46704.004
EXHIBIT B
FUNDING AGREEMENT
( CONCESS ION AGREEMENT)
AGREEMENT
This Agreement (the “Agreement”) is made as of this jg?“— day of D ( <<mluir' ,

2000, by and among the Maryland Stadium Authority, a unit of the Executive Branch of the State

of Maryland (“MSA”), Harford County, Maryland (the “County”), the City of Aberdeen,

Maryland (the “City”), and Tufton Professional Baseball LLC (“TPB”) (being together known as

the “Parties” and individually as a “Pany”).

Explanatory Statement

The Parties desire to construct and operate a minor league baseball facility (the “Project”)

on certain property located in Aberdeen, Maryland, on the terms and conditions set forth below.

1. Relationship of the Parties.

(a) The Citv. The City has acquired, and will be and remain the owner of, a parcel of

property located in the City of Aberdeen, Maryland, consisting of approximately

30 acres, which is further described in Exhibit A to this Agreement (the

“Property”), upon which the Project will be constructed. The City will hold the

contract with the Contractor (which is contemplated to be Baltimore Contractors,

LLC) as defined in the General Conditions of the bid documents (sometimes

referred to as “G.C.”) and engage MSA as its agent to manage the construction of
the Project and the City shall participate in the funding for the Project in the

manner described in Section 2(b) of this Agreement. The City will also be

responsible for certain infrastructure improvements related to the Project, as

described in Exhibit B to this Agreement.

(b) M_S_A_. MSA will act as the City’s agent in coordinating and overseeing the

construction services for the Project in accordance with the bid construction

07jp2483.doc/46704‘004
documents for the Project dated March 6, 2000 (the “BD’s”), the further terms of

this Agreement and its Agreement with the City dated the \fi day of

Eggmher , 2000 (“Intergovernmental Agreement”), a copy of which is

attached hereto as Exhibit C. MSA shall not be responsible for overseeing the

construction and installation of certain items of furnishings and equipment

identified in the BD’s which are the responsibility 0f TPB, which items are

specifically described in Exhibit D to this Agreement.

(c) The Countv. The County will participate in the funding for the Project in the

manner described in Section 2(a) of this Agreement. The County hereby assigns

to the City its duties and responsibilities under the terms of the Ripken Stadium

Grant Agreement between the County and the State (a copy of which is attached

hereto as Exhibit E). The City further agrees to indemnify and hold harmless the

County, its oficers, agents and employees fiom and against any and all claims,

suits, actions, damages and liabilifies of any kind (collectively, “C1aims”) arising

out 0f the use of the Grant provided under this Agreement for the Project. The

County designates the City as its agent to administer the Ripken Stadium Grant,

Chapter 118, 1999 Laws of Maryland, and the Ripken Stadium and Youth

Baseball Academy Grant, Chapter 204, 2000 Laws of Maryland.

(d) m. TPB intends to be the owner of a minor league baseball team which is

intended to use the Project, and will enter into a separate agreement with the City

which will commit the team to play all of its regular season home games at the

Project. TPB shall provide funding for the Project as provided in Section 2(d) of

this Agreement. In addition, TPB shall be responsible for the construction and

07jp2483.d0c/46704.004
installation of the items specified in Exhibit D (the “TPB Improvements"). In

addition, Tufton Baseball Academy LLC, an affiliate of TPB, is involved with the

construction of the Ripken Youth Academy (“Academy”) on the site adjacent to

the Project.

2. Mg.
(a) mg. The current budget for the Project is $1 8,000,000, as itemized on Em
E to this Agreement (the “Budget”). Exhibit F also contains a projected Payment

(Use 0f Funds) and Funding (Source of Funds) schedule for the Project.

(b) The Citv. The City shall contribute $4,000,000 towaxd the cost of the Project;

$1,500,000 of which shall be for land acquisition (the “Land Acquisition”), and

$720,000 of which shall be for a portion of certain Infrastructure Improvements as

set forth in Exhibit B. The balance, $1,780,000, is hereinafter referred to as the

“City Contribution.” The City Contribution shall be funded as set forth in Section

2(f), below.

(c) The Countv and the State. The County shall contribute $2,000,000 toward the

costs of the Project (“County Contribution”). In addition, the State of Maryland

(“State”) is expected to appropriate $6,000,000 for costs of the Project over a

period of three years (“State Contribution”) and an additional $1,000,000 for the

Academy. Three million dollars has been appropriated for fiscal year 2001

pursuant to Chapter 204, 2000 Laws of Maryland for the Ripken Stadium. If all

expected funds are appropriated, the State Contribution would become available

as follows: $3,000,000 on July l, 2000 and $3,000,000 on July 1, 2001 and

$1,000,000 on July 1, 2002. The expected $1,000,000 for the Academy is to be

o7jp2483‘doc/46704004
used to pay for the costs to provide infrastructure adjacent to the Property, which

appropriation is expected t0 become available on July 1, 2002 (the “Academy

State Contribution”). The Parties understand that the State Contribution is subject

to appropriation by the State legislature in each of those years, and that there is no

guarantee that an appropriation will be made. The Parties also understand that no

portion of the State Contribution may be expended on the Project until the

County: (i) executes a grant agreement and certifies to the Board of Public Works

(“BPW”) that the required 50% matching funds have been received by the County

fiom the City for the Project and (ii) applies to the State Comptroller’s office for

payment. The City hereby states that the County has received the requisite

matching fund payment or will receive such payment so that the ordering of funds

in Section 2(t) shall be effective. The County shall comply with all BPW
requirements with respect to the receipt and expenditure of the State

Appropriation. The County and State Contributions for the Project shall be funded

as set forth in Section 2(1), below.

(d) m. Subject to the provisions of Section 4(c), TPB shall contribute $6,000,000

toward the cost of the Project, of which the agreed upon sum of $2,876,000 shall

be for certain TPB Improvements as set forth on Exhibit D. The balance,

$3,124,000, is hereinafter referred to as the “TPB Contribution,” which shall be

funded as set forth in Section 2(f), below.

(e) MSA. It is understood by the Parties that MSA has no funds legally available for

the Project.

07jp2483.d0cl46704.004
(t) Funding of Contributions. The Parties shall provide funds in accordance with

the following formula to pay for the items as detailed on Exhibit F:

(1) First, the County’s initial $1,000,000 shall be utilized, then

(2) Second, the State FY2000 Contribution $3,000,000 shall be utilized, then

(3) Third, the City Contribution $1 ,780,000 shall be utilized, then

(4) Fourth, the County’s second $1,000,000 shall be utilized, then

(5) Fifth, the State FY2001 Contribution $3,000,000 shall be utilized, then

(6) the TPB Contribution $3,124,000 shall be utilized.

(g) Landscaping. If the Project costs exceed the Budget, the City, at its discretion,

shall delete landscaping from the scope of the Project.

(h) Programmatic Changes. In the event that any Party seeks changes to the BD’s

which cause the Project costs to exceed the Budget, without taking into account

any Project contingencies, such Party shall be fully responsible for such excess

costs.

(i) Claims. If, upon the completion of the Project, outstanding claims from

contractors cause the Project cost to exceed the Budget, the City shall be

responsible for such claims except those claims related to TPB Improvements or

those claims which are attributable to changes to the BD’s requested by TPB,

which shall be the responsibility of TPB.

3. Schedule.

The schedule for completion of the Project, the completion of the Infrastructure

Improvements and the completion of the TPB Improvements shall be agreed upon by the Parties

(and when agreed to shall be attached to this Agreement as Exhibit G-l. A preliminary schedule

07jp2483.doc146704.004
is attached as Exhibit G (the “Project Schedule”). The Parties shall work together cooperatively

in an effort to meet the Project Schedule. TPB shall be responsible for any costs incurred by the

City in connection with any request to accelerate the construction schedule (provided that TPB

shall not be responsible for any acceleration associated with any existing delay which has not

been caused by TPB) and/or provide for early occupancy or temporary use of the Stadium.

4. Duties of the Parties.

(a) mg. MSA shall provide the City with Project management services in

accordance with the Intergovernmental Agreement to assist the City in

coordinating and overseeing the preparation for and execution of construction

services for the Project (other than the TPB Improvements).

(b) C_itx. The City as Owner shall hold the contract with the Contractor as defined in

the General Conditions of the bid documents and shall be responsible for the

completion of all Infiastructure Improvements in accordance with the Project

Schedule at its expense. The City shall be responsible for the identification and

removal of all hazardous materials on the Property. It is understood and agreed by

the Parties that all remaining fimds at the completion ofthe Project, excepting any

excess or savings, as the case may be, regarding TPB Improvements, shall be used

to reduce the Parties respective contributions in the inverse order set forth in

Sections (t)(l)-(6).

(C) ILB_. TPB shall be responsible for the construction and installation of the TPB

Improvements in accordance with the Project Schedule at its expense. It is

understood and agreed by the Parties that in the event that the cost of such TPB

Improvements shall be greater or less than the agreed upon sum of $2,876,000,

07jp2483.docl46704.004
then TPB shall pay such excess, or receive such savings, as the case may be. TPB

acknowledges the importance of a professional minor league team to the financial

success of the Project and agrees to use its best efforts to arrange for a

professional minor league team to play its home games at the Stadium.

(d) Cofl. The County shall take all actions necessary to make available the State

Stadium Contribution and State Academy Contribution in accordance with

Section 2(c) of this Agreement, including the execution of a Grant Agreement and

the provision of all necessary cenifications to the State. The County further

acknowledges the importance 0f a Stadium Beer/Wine License to the financial

success of the Project and agrees to use its best efforts to support the issuance of

such a license to the City and/or TPB.

(e) Partv Regresentatives. Each of the City, County, MSA and TPB shall:

(i) Designate a representative who will be' available to assist when

appropriate, and who will have authority to make timely decisions

regarding the Project.

(ii) Have the specific roles and responsibilities with respect to the Project as

are described in Exhibit H to this Agreement.


4. Miscellaneous.

(a) Comgliance with Law. The Parties shall comply with all federal, State and local

laws, rules and regulations with respect to construction of the Project.

(b) Laws of Marvland. This Agreement shall be interpreted in accordance with the

laws ofthe State.

o7jp2483.doc/467o4.oo4
(c) Entire Agreement; Amendments. This Agreement and the Exhibits hereto

constitute the entire agreement among the Parties with respect to the construction

of the Project, and supercede all previous understandings, correspondence and

memoranda. This Agreement may only be amended by a written instrument

signed by all of the Parties.

(d) Expiration. This Agreement shall expire upon the City’s and TPB’s completion

of their respective responsibilities under this Agreement, which shall be the

issuance of the Final Use and Occupancy Permit for the Project.

(e) Rigken Youth Academv. The City, MSA and TPB shall coordinate the

construction of the Project with the construction of the Ripken Youth Academy,

which is planned to be constructed on land adjacent to the Property in order to

foster an orderly progression of construction activities and a cooperative

atmosphere at both construction sites.

This Agreement is executed by the Parties as ofthe day and year set forth above.

WITNESS: CITY OF ABERDEEN

“‘94.”; 1‘97,/[i By: WZ-Mééfi,mmz


HARFORD COUNTY

BVQ... ‘1‘- 24%».


[ GNATURES C : UED ON PAGE 9]

07jp2483.doc/46704.004
MARYLAND STADIUM AUTHORITY

By:

TUFTON PROFESSIONAL
BASEBALL LLC

Ira Rainess
Authorized Person

o7jp2433.doc/46704‘004
LIST OF EXHIBITS

Exhibit A Property Description

Exhibit B Description of Infrastructure Improvements

Exhibit C Intergovernmental Agreement

Exhibit D TPB Improvements

Exhibit E Stadium Grant Agreement

Exhibit F Project Budget

Exhibit G Project Schedule

Exhibit H Duties of Parties

o7jp24s3.doc/467o4.004
1...“---. - . -

PROPERTY DESCRIPTION
{
UNDING AGREEMENT)

EXHIBIT A

Property Description

BEING all that lot ofground situate, lying and being in Harford County, State of
Maryland, and more particularly described as follows, that is to say:

BEGINNING for the same


at a point in and distant 189.11 feet from the beginning of the
"
twenty-sixth or North 75° 08’ 21 West 618.00 foot line of a deed from Inez Long,
Susanna Long Liberty and Clarence D. Long, III, to Bosworth Management, Inc., dated
January 22, 1997 and recorded among the Land Records ofHarford County, Maryland in
Liber 2481, Folio 0991, said point also being in the northerly outline of a parcel ofland
conv'eyed by and described in a deed from John L. Blair and Margaret Blair, his wife, to
the State Roads Commission ofMaryland, dated May 22, 1962 and recorded among the
aforesaid Land Records in Liber 594, Page 119, thence leaving the last mentioned parcel
and the aforesaid twenty-sixth line and running for a new line of division through the land
described in the first mentioned deed,

1. North 25° 56' 27” East 713.49 feet to a point and to intersect the fiJture
southerly right of way line ofLong Dn've, thence binding thereon and
continuing to run for new lines of division through the land described in the

first mentioned deed, three courses, viz:

By a non—tangent curve to the lefi with a radius of 507.00 feet and an arc
length of 88.36 feet, said curve being subtended by a chord bearing South
83° 42' 16" East 88.25 feet, to a point oftangency,

South 88° 41' 50" East 726.92 feet to a point of curvature, and

By a tangent curve to the lefi with a radius of 70.00 feet and an arc length
of40.25 feet, said curve being subtended by a chord bearing North 74° 49’
4S” East 39.70 feet, thence leaving the said future right ofway and
continuing to run for new lines of division through the land described in the
first mentioned deed, three courses, viz:

South 88° 41' 50" East 216.70 feet,

South 52° 27' 40" Egst 61.34 feet, and

'
South 88° 41 50” East 456.46 feet to a point and to intersect the
seventeenth line of the first mentioned deed and to intersect the westerly
outline of a parcel of land conveyed by and described in a deed from
Robert A. Kenny and Charles T. Kenney to the State Roads Commission of
Maryland, dated February 15, 1963 and recorded among the aforesaid
Land Records in Liber 613, Page 509, thence binding on part of the said
westerly outline and on the remainder of the said seventeenth line,
1'

ect the
South 07° 06' l4” West 396.06 feet to a point and to inters
northerly right of way line ofthe Northeastern Expre
ssway, 1-95, as shown

on State Roads Commission Plat No. 14836, thence binding on


the said

n'ght y as shown on the said plat and on SRC Plat Nos. 26243 and
ofwa
ofthe
26241, and binding on the eighteenth through twenty~fourth
lines

first mentioned deed, seven courses, viz:

South 61° 12' 16" West 677. l6 feet to a concrete monument heretofore

planted,

10. South 63° 25' 06" West 250.50 feet to a concrete monument heretofore

planted,

11. South 61° 12’ 16" West 449.89 feet to a concrete monument heretofore
planted,

12. South 72° 37' O9” West 203.61 feet to a concrete monument heretofore
planted,


13. South 60° 54' 53 West 29.97 feet to a concrete monument hercgofore

planted,


14. South 62° 27’ 53 West 214.61 feet to a concrete monument heretofore

planted,

intersect the easterly


15. South 77° 45’ 57" West 41.97 feet to a point and to
outline of a parcel of land
right of way line of Coen Road and the easterly

described in the secondly mentioned deed, thence leaving the said [-95 and
of the
binding on of the twenty-fifih and part of the twenty-sixth lines
all
and part of the
first mentioned deed and binding on all of the
easterly

oned , two courses, viz:


northerly outline of the secondly menti
parcel

16. Nonh 00° 49' 32" East 609.94 feet, and

"
17. North 75° 08' 2] West 189. 11 feet to the place ofbeginning.

CONTAINING 33.907 acres of land, more or less.

BEING part of the land conveyed


bhy
and described in a deed from Bosworth
Management, Inc. to The City of Aberdeen dated Nove
mber 15, 1999, and recorded
Folio 106.
among the Land Records of Harford County, Maryland in Liber 3156.

E.\Dauv\BERDEE.\'\SudIum Amer“: FimM LM‘FA'A Ivd


EXHIBIT B
(
DES," OF INFRASTRUCTURE
‘IP. IMP.
x

(FUNDING AGREEMENT)

EXHIBIT B

Infrastructure Improvements

WATER SYSTEM FACILITIES - Construction Cost Estimate


- Modifications to existing HEAT Center booster station
(in conjunction with MdTA) 6,000

o 4,250 feet of 12-inch water main 170,000


- Route 22 crossing, 60 feet jack and bore 24,000
0 Engineering at 12% 24.000

SUBTOTAL 224,000

- Contingencies at 15% 33,600

TOTAL 257,600

Stadium Project Portion $85,008

WASTEWATER SYSTEM FACILITIES - Construction Cost Estimate


- 1-95 crossing, 355 LF, jack and bore 142,000
- 8-inch sanitary, 2200 LF fiom I-95 to proposed SPS 66,000
- Additional depth approximately 1,000 LF 10,000
- Ripken SPS, 2 pumps with VFDs, built—in-place
station with generator and enclosure 3 12,928
- lO-inch force main:
1900 LF in road 114,000
1600 LF in unimproved area 64,000
- 12-inch gravity sewer: 1600 LF
1600 LF 80,000
- Rte. 22 crossing, 120 LF jack and bore 42,000
- 12 manholes 24,000
' Connections to existing sewer 12,000
-
Engineering at 12% 116,880

SUBTOTAL 983,808
- Contingencies at 10% 109,088

TOTAL 1,092,896

Stadium Project Portion $360,655


ROADS - Construction Cost Estimate

Stadium Project Portion $274,337

Water System Facilities - Stadium Project Portion $ 85,008

Wastewater System Facilities - Stadium Project Portion 360,655

Roads - Stadium Project Portion 274,337

$720,000

E:\DaumBERDEEMSudium Amwm Bmpd


z“
EXHIBIT C

INTERGOVERNMENTAL AGREEMENT

This Memorandum 0f Agreement ("Memorandum") is made this l


(lay of

N0 l/Em fl E g 2000, by and between the City ofAberdeen ("Aberdeen") and the Maryland
.

Stadium Authority ("MSA"), being together known as the Parties.

WHEREAS, Aberdeen desires to construct a 5,500 seat, Class A, Minor League Baseball
Stadium. with 2,000 parking spaces, on a 3O acre site (the "Project");

WH EREAS. Aberdeen desires to engage MSA to manage construction and serve us


Abcrdcen's I‘cpresentutive during construction 0f the Project and MSA desires to undertake said
responsibilities:

WHEREAS, Ihe Parties desire t0 enter into this Memorandum for the purpose of setting
forth their relationship and responsibilities with respect to completion 0f design 21nd the

construction 0f the Proj ect; and

NOW, THEREFORE, Aberdeen and MSA agree as follows:

RELATIONSHIP OF THE PARTIES

(a) Aberdeen. Aberdeen will be responsible for all costs in connection with the

design and construction of the Project, it being understood that MSA does not
have any funds available for the Project.
(b) MSA. MSA will serve as Aberdeen’s representative during construction of the
Proj ect.

[\J
COMPENSATION

(11) MSA. Aberdeen shall pay MSA $100,000 during construction of the Project.
which be paid in equal monthly installments 0f $8,333.33, 0n the first day of
shall

each month, as an agreed payment for reimbursement of its expenses, which


reimbursement shall cover an allocable portion of the costs of the salaries of its
Project Dix'ector/Manager and support staff including fiscal services, and all out-

of—pocket expenses incurred by MSA in connection with the Project.


(h) Construction Manager. Aberdeen shall engage the services of Heery International
to act as construction manager for the project at a cost currently estimated at
$168,520 in accordance with the attached proposal dated July 17, 2000. The
agreement between Aberdeen and the construction manager shall provide that it

coordinate its work through MSA. Likewise, MSA agrees to supervise and
otherwise coordinate its work with the construction manager in accordance with
its responsibilities under section 4.(a) below.
3. OBJECTIVES

(21) The have prepared u schematic design, design development documents


Pzn'lies ,

bid documents and preliminary cost estimates for the entirety ofthe Project.

(h) The Parties acknowledge and agree that the updated project budget, which is
attached hereto 21s Exhibit A. is based upon the bid documents and includes all 0f
lhe following:

(i) Construction Manager fees;


(ii) Total projected cost of Construction;
(iii) Necessary and appropriate parking related to the Project;

(iv) Pedestrian access, landscaping and site preparation;


(v) Authorization/permits from Aberdeen 21nd others as
required;
(vi) MSA reimbursement; and
(vii) Contingency of not less than 5% of the total cost of items ii

through v above.

(C) Tufton Professional Baseball LLC will hold certain contracts relating to the
Project. as set forth in the agreement entered into between Aberdem , Harford
County, Tufton Professional Baseball LLC and MSA dated {a/flLQ . MSA
shall not have any role in, or be responsible for, any of the work perfonned by the

contractors hired by Tufion Professional Baseball LLC.

4. DUTIES OF THE PARTIES

(a) MSA shall:


(x) Review and comment 0n proposals and agreements for consultants and
other design team members as required for the Project;
(ii) Attend weekly construction meetings and owner meetings as required;
(iii) Assist in the establishment 0f the master construction schedule;
(iv) Oversee preparation of schedule by A/E and General Contractor;
(v) Oversee development of budget by A/E and General Contractor;
(vi) Be part 0f the bid process, including bid openings, evaluating proposals,
bids and shop drawings, making recommendations for contract awards;

(vii) Monitor all construction costs;


(viii) Recommend contractor payment request;
(ix) Recommend change order requests;
(x) Conduct site visits as required to monitor contractor work quality and
compliance with the project documents;
(xi) Monitor the flow of all project paperwork and documentation;
(xii) Complete Project closeout duties, including: project budget final repon,
confimmtion of as-built documentation, assist with warranty enforcement.
assist in the coordination of move-in with the post construction owner‘s

representative, confirm contract closeout of all disciplines;

(xiii) Attempt to settle all construction claims;


(xiv) Engage a testing service to test soils, concrete and steel;

(XV) Provide other resources to Aberdeen based on MSA’s experience on other


projects.

(h) Aberdeen shall:

(i) Designate an Owner‘s Representative with authority Io make timeiy


decisions regarding the Project and to coordinate Aberdeen activities and
actions as the Project progresses;
(ii) Select, hire and manage Architect/Engineer (A/E);
(iii) Select, hire and manage General Contractor;
(iv) Select, hire and manage all consultants;
(V) Select, hire and manage Construction Manager;
(vi) Manage design and pre-construction services;
(vii) Manage community relations;
(viii) Manage fire marshal design review;
(iX) Obtain all necessary pennits and approvals, including all planning and
zoning approvals;
(X) Review and approve all change orders;
(xi) Acquire good and marketable title to all properties necessary for Project
and obtain and provide surveys and title work as needed;
(xii) Attend weekly construction meetings and owner meetings as required;
(xiii) Review quanerly status reports on budget. schedule, MBE, etc.;
(xiv) Review and approve all construction bids;
(XV) Coordinate all financing and program changes with Harford County and
Tufton Professional Baseball LLC;
(xvi) Issue notice(s) to proceed to contractors when all funds are available;
(xvii) Make timely payments on all MSA approved payment requests;
(xviii) Be responsible for the detection and removal of all hazardous materials;
and
(xix) Be responsible for payment of all construction claims.

The Parties shall:

(i) Work cooperatively, using a "team" approach, with respect to the


development of the Project and with respect to the approval of all elements
of the design an preliminary cost estimates. and pre-construction and
construction services;
(ii) Use their best efforts to maintain the cost of the Project within the updated
project budget; and
(iii) Work cooperatively to complete the design. preliminary cost estimates,
pre-construction and construction services of the Project pursuant to a
upon by Aberdeen, MSA, Harford
timetable to be mutually agreed
County, Tufion Professional Baseball LLC. the Architect/Engineer and the
Construction Manager
5. INDEMNIFICATION

Aberdeen agrees [o indemnify. defend with Counsel and hold harmless MSA, its officials,
members, agents and employees from und against any and all claims, suits. actions, damages and
liabilities ofuny kind arising out oflhe Project.

AGREED: AGREED:

By:

Title:

Date:
M
CITY OF ABERDEEN

Doughs
Mayor

NPVflflfl
S.
A.W%
Wilson

Z}, Z000
MARYLA D STADIUM AUTHORITY

By:

Title:

Date:
f

lechard
I

IL/I/DD
W
/M/\
Slosson
Executive Director
'4
EMIBIT D
1|:
i-
TPB IMPROVEMENTS
(FUNDING AGREEMENT)

EXHIBIT D

TPB Improvements

Page 1 of 2

1) Kitchen Equipment TPB will purchase, deliver, install and hook-up all kitchen
equipment (rough-ins to be provided by others). This
contractor will coordinate its work with the G.C_

2) Scoreboard TPB will purchase, deliver and installthe scoreboards


(support structure, electrical power and conduit to press
box for controls to be provided by others). This contractor
will coordinate its work with the G.C.

3) Signage TPB will purchase, deliver and install all signage. This
contractor will coordinate its work with the G.C.

4) PA & Video TPB will purchase, deliver and install all public
announcement and video equipment. This contractor will
coordinate its work with the G.C,
5) Furniture, Fixtures
And Equipment TPB will purchase, deliver and install all furniture, fixture
and equipment required to operate the stadium. This
contractor will coordinate its work with the G.C.

6) Telecommunications TPB will purchase, deliver and install all stadium


telecommunication systems. This contractor will coordinate

its work with the G.C.

7) Seating TPB will purchase, deliver and install all stadium seating.
This contractor will coordinate its work with the G.C.

8) Field TPB will purchase, deliver and install the playing field and
appurtenant equipment. This contractor will coordinate its

work with the G.C.


M.

EXHIBIT D

TPB Improvements

Page 2 of2

9) Haul Road TPB pay for the construction of the haul road for construction
will

access from Gilbert Road to Stadium site at the beginning of


construction and maintain the haul road dun'ng the construcxion
phase.

(1) All plumbing and electrical rough-ins to kitchen equipment to be provided


by G.C.

(2) Scoreboard structure, electrical power and conduit to press box for

control to be provided by G.C.

Electrical power to be provided by G.C. to all equipment fumished by


(3)
TPB.
f

EXHIBIT E
STADIUM GRANT AGREEMENT
(FUNDING AGREEMENT)
STA TE 0F .M-lR YLAND
CA PITAL PR OJECTS GRANT A GREEJIENT

THIS AGREENENT (“Agreement”) is entered into this day of . by and


between the State of Maryland (“State"), acting through the Board ofPublic Worm
(“BPW”) and Count)"

Executive and County Council oanrford County: 220 South Main Street. Bel Air. Maryland 21014:
5 2 '6 0 0 0 9 5 9
(“Grantee"), whose federal taxpayer identification number is

Recitals

A. Grantee has requested grant assismnce from the State and compleied the Capimi Projects Grant
Application.

B. The General Assembly has authorized this gram provided that Grantee expands the money only
for the purposes outlined below.

THEREFORE. the State and Grantee agree a5 follows:

I. Purpose: Grantee may use gram funds for the following purpose only: To
assist in the design and consu'uction of a minor league stadium (Ripken

Stadium) and youth baseball training academy in Aberdeen. Maryland


(“Project"). (See Chapter 204 of the 2000 Laws ("Enabling Act"), a copy of
which is attached as Exhibit 1.)

Ex) Grant: After the BPW approves this Agreement, the State shall periodically

provide to, or on behalf of. Grame: funds (the "Gmnt") not to exceed the
lesser of: Three Million Dollars ($3,000,000) or the amount of Grantee's
matching fund, if such matching fund is required by the Enabling Act.

bl Matchina Fund: Grantee must provide and expend a matching fimd according

to the requirements - if any - of the Enabling Act.

Disbursement ofGranr: Subject to the availability of funds. the BPW may


periodically authorize payment to, or on behalf of, Grantee funds in an amount
not m exceed the Grant amount.
I

. f
Lxmmmom'
. . .
.

. Use: Any request to the BPW for disbu. ,mem of Grant funds
or any expenditure of Grant funds by the Grantee that is no: consisrent with. or
is not specifically and directly related to. the purposes described in Section l or

with the terms of this Agecmem may. in sole discration of the BPW or its

designee, be disapproved.

Panem Procedure: The Stare shall make payment to or on behalf of Grantee


in accordance with the Comptroller of the Treasury's Policy and Procedure for
Capital Grant and Loan Payments (a copy ofwhich is attached as Exhibit 2),
and such other terms and conditions as the BPW. in its 5016 discretion. may
impose.

Term afGram .4 a-reemem: This Agreement shall remain in full force and
efi'ecr so long as any State general obligation bonds issued. sold and delivered
for the purpose of providing funds forthis Grant, remain outstanding, or for
such longer period a the parties may mutually agrea.
Reports: Grantee shall submit reports in a form acceptable to the State:

(a) In accordance with § 7-402 of the State Financ: and


Procurement Article, of the Annotated Code of Maryland. on
or before September l after the close of any fiscal year in
which Grantee received funds under this Ageement, a report.
verified by an officer of Grante:, of all expenditures of Grant
funds made pursuant to this Ageemem. This reportmust
include documentation that Grantee has expended the Gran:
funds only for the purposes stated in Section 1. The report
mun contain an itemized smement that fully and accurately
accounts for how the Grant was spent.

(b) Such other reports or information Sure may from time to


as the
time require, including, when required by the BPW, an annual
audit report certified by an independent certified public
accountant.

(c) All repons mus: be delivered to Director, General Accounting


Division, Ofi‘xc: of the Comptroller of the Treasury, Room
200, Louis L. Goldstein Treasury Building, Annapoiis,
Maryland 21401.

Inspection and Retention Grantee shall permit any duly authorized


of" Records:

reprcsenmrive of the Sm: to inspect and audit all records and documents of
Grantee relating to this Grant. Grams: shall retain such records for at least
three years after the termination of this Ageemem.

10. Default: A default is Grantee‘s breach of any of the covenants. agreements, or


certifications contained in this Agumem.

[J
t‘

H. Remedies Ua'.. Damn.-

(a) Upon the occfirrcncc of any default, the State. as the BPW in

its sole discretion may determine, may require Grantee to:

(i) repay the Gram. in whole or in pan:

(ii) recoup the amount of the Gram already paid


from funds due the Grantee from any other
current or future State gmm or loan
or any
other funds. otherwise due and owing Grantee:

(iii‘) withhold further payments under this


Agreement: or

(iv) terminate this Agreement.

(b) In addition to the rightsand remedies contained in this


agrc:mem. the Stat: may at any time proceed to protect and
enforce all rights available to it. All rights and remedies
survive the termination of this Ageemcm.

Disposition ofPranem: The Grantee may not sell, lease. exchange, give

away, or otherwise or dispose of any interest in the real or personal


msfer
property acquired with Grant funds unless the BPW
gives prior written

consent. This includes u-ansfer or diSposition to a successor on


the merger,

dissolution.or other terminaxion of the existencc of the Grantee.


The Grantee
shall give the notice at lust sixty (60) calendar days befor: any
BPW written
proposed msfer or disposition. If the BPW
permits transfer or disposition.
the proceeds
Granite may be required to repay the State that percentage of
property all as determined
allocable to the Gram that was used to acquire the H
by the BPW in its sole discretion.

with Grant funds


Insurance: For any itcm of real or persanal progeny acquired
Dollars ($5,000) or
that has an original fair market value ofFive Thousand
Grame: shall, a: its own expense, and for the reasonable useful life
more. the
extended coverage
of that item. obtain and maintain all risk or fire and
insurance or such similar insurance cavemge as may
be appropriate for the full
valuc of the item, or in amounts as may be commercially
remanable under the
circumstanccs from time to time. Each such policy shall:

(a) name the Stare as an additional loss payee thereunder:

with
(b) by terms. be considered primary and non-contributory
its

rESpect to any other insurance (if any) provided by


the State;

(c) by itsterms. be canceinble only on at lens: thirty (30) days


prior written notice to the Grantee and the BPW;
and

lo)
be iSSucd by a reputable insurer authorized to is$_ such policy
(d)
in Maryland.

on request. provide the BPW or ixs designec


with
The Grantc: shall,

satisfactory evidence of its compiiance with Lhis


requirement. Proceeds of
the BPW. in its sole
insurance required by this paragraph may be applied as
the real or persona) property
discretion, shall determine. toward replacement of
the Scare. Provided the
or toward the partial or tom! repayment of the Gran: to
sole discretion
Grantee has adequate financial resources, as determined in the
ty.
of the BPW or its desigee, the Grantee may self-insure the proper

defend.
l4. Indemnification: The Grantee shall be responsible for, and shall
its officers. agents, and
indemnify, and hold harmless the State of Maryland,
ly negligent, from
employees. whether or no: the Stale be deemed contributori
all suits. actions. liability. or claim of liability (inciu
ding reasonable hnomeys'
'

fees) arising out of

(a) the Project including its consu'uction;

Grantee's use, occupancy. conduct, operation. or management


(b)
ofthe Project;

act or omission of
(c) any negligent. intentionally (onions, or other
ts,
the Grantee or any of its agcnts, conuaczors, servan
es in connection
employees, subtenams, liccnsees, or invita
with the Project; and

e to any property
(d) any injury to or death of any person or damag
of the Projecz
occurring in. on, or as a direct or indirecx result
therewith.
or any ofthe Grame=‘s activities in connection

Reaisrratinn: The Grantee is a (charitable )


(religion )
15.
ary of Stare in accordance.
organization registered with the Maryland Secret
mions and Association
with the Business Regulation Article and/or the Corpo
Code of Maryl and. and it is in good
Article (as appropriate) of the Annotated
ng and ha filed all of its requirtd reports with
the Maxyizmd Secretary of
standi
State. (If not applicable, check here x ).

[6. Erma! Emalovment Onaommirv: Tlv. 3mm: ages:

any manner against an Emplo


yee or
(a) Not to discriminate in
color. religion.
applicant for employment because of race.
or
creed. age. sex.mania! siatus. national origin. ancestry.
nature and extent so
physical or mental handicap unrelated
in

as reasonable to preclude the performanc


: of such

employment;

contained in subsection
(b) To include a provision similar to that
contract
(:1), above. in any contra
ct under this Grant except a
or raw matenals: 1nd
for standard commercial supplies

4
i I

(c) To pm. and to cause contractors to past m consp .ous plncgs

available to employees and applicants for employment. notices


setting fonh the substance of this clause.

17. Drug and Alcohol Pnlicv: Grantee certifies that it shall make a good faith

effort Io eliminate illegal drug use and alcohol and drug abuse from its

workplace during [he term of this Agcemem. Specifically, Grantee shail:

(a) Prohibit the uniawfu! manufacture. distribution. dispensation.


possession. or use of drugs in its workplace;

(b) Prohibit employees from working under the influenc: of


its

alcohol or drugs

(c) Not hire or assign to work on an activity funded in whole or


part with State funds. anyone whom it knows, or in the
exercise of due diligence should know, currently abuses
alcohol or drugs and is not actively engaged in a bona fide
rehabilitation program;

(d) Promptly inform the appropriate law enforcement agency of


every drug related crime that occurs in iLs workplace if it or its
employee has observed the violation or otherwise has rcliable
information that a violation has occurrcd: and

(e) Notify employecs that drugs and alcohol abuse are banned in
the workplace, impose sanctions on employees who abuse
drugs and alcohol in the workplace. and institute steps to
maintain a drug and alcohol free workplace.

18. Compliance with onlz'cable Law: The Grantee hereby represents and warrants
that:

(a) It is qualified to do business in the State of Maryland 21nd that


it will rake such action as, from time to time hereafter. may be
necessaxy to remain so qualified;

(b) not in arrears with respect Io the payment of any monies


It is

due and owing the State of Maryland, or any department or


unit thereof, including but not limited to the payment of taxes
and employee benefim, and that it shall not become so in
arrears during the term of this Grant:

(c) [I comply with all federal. State. and local laws.


shall

regulations, and ordinances applicable to its activities and


obligations under this Gum: and

It shall obtain. a1 its expense, all licenses. permits. insurance,


(d)
and governmental approvals. if my, necsssary to the

performance of its obligmions under this Gran!-

S
,
_
. f .

Non-Debarme. _ Nexther the Grantee nor or any of Its o: :rs. directors. or


19.
or
any 0f its employees directly involved in obtaining or performing grants
contracts with public bodies has:

(a) Been convicted ofbribery, attempted bribery. or conspiracy to


bribe in vioiaxion or Maryland law; or of the law of any
other state or federai law;

(b) Been conviczed under of any offense


state or federal stature
enumerated in § 16-203 ofthc State Finance and Procurement
Article of the Annotated Code of Maryland: or

(c) Been found civilly liableunder a State or federal antitrust


statute as provided in § 16-203 of the Stare Finance and
Procurement Article of the Annomted Code of Maryland.

Non-Collusion: Neither the Grantee nor or any of its officers. directors, or any
of its employees directly involved in obtaining or performing grants or
contracts with public bodies has:

(a) Agreed, conspired, connived, or colluded to produce a.


deceptive show of competition in obtaining or performing this
Grant.

(b) In any manner, directly or indirectly, entered into any


agement of any kind to fix the bid price or price proposal of
any bidder or ofieror or of any competitor, or otherwise taken
any action in remain: of frcc competitive bidding in
connection with this Grunt.

21. Financial Disclosure: The Grantee and the Grantee will comply
is aware of,

with, the provisions of Section 13-221 of the Stale Finance and Procurement
Article of the Annotated Code ofMaryland, which require that every business
that enters into contacts, leases, or other agements with the State of
Maryland or agencies during a calendar year under which the business is to
its

receive in the aggegat: $100,000 or more shall, within 3O days of the time
when the aggcgate value of the cunmcts, leases or other ageemcms reaches
$1 00,000, file with the Secretary of State ofMaryland camin specified
information to include disclosure of beneficial ownership of the business.

Political Cannibutiom: The Grantee and the Grantee'will comply


i5 aware of.

with. Article 33. Sections 14-101 through 14-104 of the Annotated Code of
Mawiand. which requires that evéry person that enters into contracts, lenses, or
other agreements with the State of Maryland. including its agencies or a
political subdivision of the State, during a calendar year in which the person
rcc:ives in the aggcgate $100,000 or more shall fiie with the State
Adminisumive Board of Election Laws a statement disclosing contributions in

excess of $500 made during the reporting period to a candidate for elective
office in any primary or general eiection.
I?

No Contingen! Fees" The Grantee has not employed ox".cmincd any person,
partnership. corporation. or other entity, other than a bonn fide emploxe: or
agent working for the Grantee. to solicit or secure the Grant. and that the
Grantee has not paid or agreed to pay any person, partnership. corporation.
or other entity, other than n boua fide employee or agent, any fee or any
other consideration contingent on the making of the Grant.

24. No Lobbvincr Fees: In accordance with § 7-221 OfIhe 3mm Fina“: and
Procurement Article of the Annotated Code of Maryland. the Grantee certifies
that no State money has been paid or promised to any legislative agent. lawyer.
or lobbyist for any service to obtain the legislation establishing or
appropriating funds for the Gram.

Non-hirr'no ofState Emolovees: No employee of the State of Maryland or any


unit thereof, whose duties as such employee include matters relating to or

afiecting the subject mmer of this Grant, shall, while so employed, become or
be an employee of the Grantee.

Amendment: The Agreement may be amended only in a writing executed by


the parties.

Assicmment: Grantee may not assig this Agreement without the prior written
approval of the BPW. When so approved, this Agreement shall bind the
Grantee's successors and assigns.

Exhibits: The following documents are incorporated by reference and made a

pan of this Ageemem:

Exhibit 1 - Chapter 204, 2000 Laws of Maryland


Exhibit 2 - Comptroller of the Treasury: Policy and Procedure for
Capital Grant and Loan Payments
Exhibit 3 - Department of General Services: Policy and Procedure
for Loan Projects

Entire A geemems This Agecmcnt, including the Exhibis, represents the

complete and final understanding ofthe parties. No other understanding or

representations, oral or written, regarding the subject matter of this Agreement,


shall be deemed to exist or to bind the parties at the time of execution.

Man-Iana’ Law- The laws of Maryland shall govern the interpretation and
enforcement of this Agreement.
i
l I

our hands and seals, all as of the date first above written.
WITNESS

WITNESS:
l'déég
T.ma; ML,
Co
Name: John J. O'Neill Jr.

Tide; Director of Administration

WITNESS: STATEOFMARYLAND
BOARD OF PUBLIC WORKS

By:
Sheila McDonald
Executive Secretary

Approved as to form and legal


sufficiency for the Star: of Maxyiand,
Steven Vanderbosch
Assismm Attorney General
as of June 12. 2000
EXHIBIT F

Project Budget

07jp2483.doc/46704.004
EXHIBIT F
PROJECT BUDGET
(FUNDING AGREEMENT)

EXHIBIT F
Compo nents ofthc Budget

Co unty City of
Aberdeen

1.78M m —
L
.720M

mm — —
— m
—m m
Exhibit F
Ripken Sladium Gc Draw Schedule

A a c D E F G H I J K
I i
z

1
" ’ A“ """" "
LW W‘* "WW
ZMM _" ”m —' 7 iii W
i,fi_,_ “WM. __ ' '
__7,, f W7, ,_ W w "m “" _' _" " "
;_ _!1_'_EN_I. _L Estimate Budga‘ W
w
I
i __ u A Dec-oo Jan-M |
Feh-o1 q
Marvoi Apr-m |
May-o1 Jun-n1
22 v_ggggtolal s 10,985.00!) s 416.762 s 216.762 _s_ 216,762xLfi1229262 Mgfljggggflgmj.g29,262‘s _1.§93,957
[

14 Anemates+_Adjustmenq s 732.300 49520.00 s 43,520 s 45.320 s 48.820 s 43.320 :5 4a.azn s 43.320


\
15 Contingencyfli s 625341 741549.33 s 41,99 s 41.649 s 41.649 s 41.649 :5 41.§59_ s 41.649
16 CMIMSAIA/E Fees s 311.960 20,797.33 s 20.797 s 20,797Is 20,797 s ____20_797 1 20,797 s 20,797
"‘
17 Misc _ sf 250.com 250110000 fl 7 ' IV
""""' 77W K w 777777 r ""
1a RexainagePaid _ u
Total s 12,904,109. s 175.029 s 326,029 s 328.029 s 1,340,529 s 1.34o.§29 s 1.34o.§;9_§ 1.714.624
Retainage 77.803 s 32.503 s 32,303 s 134.053 s 134.053 s 134.053 s §§J§j
______ Running Total s 700.226 s 995.451 s 1.290.677 s 2,497,153 s 3,703,529 s 4310,1114 §_ 6.538.997
'
75% _ '_'
_cny ___ s 1.73—0.600.oo_ " 7 ,___V_
's
CountyFY99-oo 1,000,000.00 s 700,226 s 4.549 __ ___
County FYo1-02 s 1.000.000.00
sxate FY0134“ s 3,000,000.00 s 290,377 s 1,206,478 s 1,205,475 s
51am FYo1-02 s 3.000.000.00
TBP s 3,124,000.00
Bridge Loan S 758,997
Total 812.904.000.00 s 700.228 s 295.226 s 295.226 s 1.206.476 s 1.206.476 s 1.206.476 s 1.628.893

S 700.226 S 995.451 S 1.290.877 S 2.497.153 s 3,703,629 S 4.910.104 S 6.538.997

MSA 12/04/00
Exhibit F
Ripken Sladium GC Draw Schedule

W Tonal
243g; §__ 24950037 _
Ԥ_10.985.ooo
I ‘

48.320 s I
45,9291 7 _ __ s 732,300‘
411149 ,__.L649. fl__l.§_fl_719 ;,,
.
20797“ 7 _ __ 3 “1&9; M,
s 250.000
"1?““917'984' .

_
911 629195 757 91 1 904000:
31 460 1 038
1 1 1 731 324 015 5 12,904 S 904000:

'

000
000
DOD

124 001

MSA 12/04/00
EXHIBIT G .

Project Schedule

o7jpz483‘dou467o4oo4
_

Es
bz
a z
o m m
P z
E o
mn
E g
K B@
”, E2
B52
E 9
:
EAI llDl 1 n
i
DUTIES 0F PARTIES
z: ‘EUNDING AGREEMENT)

Ripken Stadium
EXHIBIT H
Roles and Responsibilities
l of 3
SCHEDULE

NO. ITEM MSA CITY COUNTY TPB


I PROJECT DEFINITION& INITIATION
A DEVELOP PROGRAM
1. Program Develop

B ESTABLISH TIMETABLE
1. Timetable for Design & Cost Estimate Assist Oversee Assist in
Preparation in Preparation,
cooperation with Review &
A/E & CM Approve
C ESTABLISH BUDGET
1. Schematic Design & Cost Estimate Assist Oversee Assist in
Development by Preparation,
A/E & CM Review &
Approve
D CONTRACTUAL RELATIONSHIPS
1. Architect/Engineer Assist SelecL Hire & Participation
Manage in Selection
& Approve
2. Construction Manager Assist Select, Hire & Participate
Manage in Selection
& Approve

NO. ITEM MSA CITY COUNTY TPB


II DESIGN ADMINISTRATION
1. Design and Pre-Construction Services Assist Mananre Monitor
2. Communitv Relations Support Manage
3. Fire Marshal Design Review Assist Manaoe
4. Permits Obtain
5. A/E & CM Change Orders Prepare & Approve
Submit
Ripken Stadium
EXHIBIT H
Roles and Responsibilities
2 of 3
SCHEDULE

N0 ITEM MSA CITY COUNTY TPB


III PROPERTY ACQUISITION
1. Pr0perty Acquisition Acquire
2. Planning and Zoning approvals Obtain
3. Surveys Obtain and
Provide
4. Title Work Obtain
5 Hazardous Materials Identify and
Remove

NO ITEM MSA CITY COUNTY TPB


IV CONSTRUCTION ADMINISTRATION
l. Consultants and or Contractor Assist Manage Monitor
2. Periodic construction progress meeting and Manage Attend Attend as
additional owners meetings, if necessary required
3. A/E Contact Assist Manage
4. Provide quarterly status reports on budget, Provide for Review Review Review
schedule. APB. etc. G.C.
5. Major changes — changes that will impact the Prepare and Review and Review Review
Program or exceed the contingency recommend Approve
change order
6. Budget overruns — changes that exceed Prepare and Review and Review Review
contingency recommend Approve
Chan 2e order
7. Claims Assist Resolve and Resolve
assume liability and
for GC portion assume
liability

for 'I'PB
portion.
Ripken Stadium
EXHIBIT H
Roles and Responsibilities
3 of 3
SCHEDULE

NO. ITEM MSA CITY COUNTY TPB


V INFRASTRUCTURE IMPROVEMENTS
I. Water Facilities Design, bid and
construct
2. Sewerage Facilities Design, bid and
consu'uct
3. Gilbert Road Design, bid and
construct
4. Entrance Road Design, bid and
consuuct

NO. ITEM MSA CITY COUNTY TPB


VI APB IMPROVEMENTS
1. Improvements per Exhibit D Review Review Review Contract
privately for
construction
and
installation

2. Provide Reports quarterly on status Review Review Review Provide

fmsayjs/gary/abmm/exhibit G
EXHIBIT C
C‘TY COUNCIL RESOLUTION
(L JNCESSION AGREEMENT)

CHAPTER 1 1
RIPKEN STADIUM AUTHORITY

§ 11-1. Definitions.

Authority. The term “authority" shall mean the Ripken Stadium Authority, a body politic and
corporate and an instrumentality of the city.

Bonds. The term “bonds” shall mean and include revenue and lease bonds, mortgages,
certificates of participation or other evidence of indebtedness or obligations which the authority
is authorized to issue pursuant to this section.

City. The term “city” shall mean, the body politic and corporate of the State of Maryland
known as the City of Aberdeen, Maryland.

City Council. The term “City Council” shall mean the City Council of the City of Aberdeen.
Maryland.

Construction. The term “construction” shall mean and include acquisition and construction,
and the term “to construct” shall mean and include to acquire and to construct, all in such
manner as may be deemed desirable.

Cost of the stadium, cost offacilz'ty. The term “cost of the stadium" or “cost of the facility"
shall mean and include the cost of all land, property, rights, easements and franchises deemed

necessary for the construction and establishment of The Ripken Stadium, the cost of all labor,
materials,machinery and equipment, financing charges, interest prior to and during construction
and for one year after completion of construction, cost of engineering, architectural, financial
and financing and legal services, plans, specifications, surveys, estimates of cost and of
revenues, other expenses necessary or incident to determining the feasibility or practicability of
such construction, administrative expenses and such other expenses as may be necessary or
incident to the financing herein authorized and the construction and establishment of The Ripken
Stadium.

County. The term “county” shall mean the body politic and corporate of the State of Maryland
known as Harford County, Maryland.

Equipment, furnishings. The terms “equipment” and “furnishings” shall mean and include any
equipment and furnishings whatsoever as may be deemed desirable and required for the use and
occupancy of The Ripken Stadium, and the term “to equip” or “to furnish” shall mean and
include the installation of such equipment and furnishings.

Federal agency. The term “federal agency” shall mean and include the United States of
America, the President of the United States of American, and any department of, or corporation,
agency or instrumentality heretofore or hereafter created, designated or established by the United
States of America.

Improvement. The term “improvement” shall mean and include extension, enlargement and
improvement, and the term “to improve" shall mean and include to extend, to enlarge and to
improve, all in such manner as may be deemed desirable.

Mayor. The term “mayor” shall mean the Mayor of the City of Aberdeen, Maryland.

Person. The “person” shall mean and include natural persons, firms, associations, corporations,
business trusts, partnerships and public bodies.

Project. The term “project” shall mean any structure, facility or undenaking or any

combination thereof of a similar class or character which the authority is authorized to construct,
improve, equip, filmish, maintain, acquire or operate under the provisions of this section.

Revenues. The term “revenues” shall include but not be limited to Admission and Amusement
Taxes received by the City from all of the gross receipts generated from the use of and services
provided at the stadium.

Ripken Stadium. The term “Ripken Stadium” shall mean the stadium and stadium facilities

constructed or to be constructed at the 33.907 acre site conveyed to the City by deed dated
November 15, 1999, and recorded among the Land Records of Harford County in Liber 3156,
folio 106.

Stadium. The term “stadium” shall mean the Ripken Stadium.

Stadium facilities. The term “stadium facilities” shall mean and include the Ripken stadium
and adjacent land owned by the city, structures, buildings, water lines, sewer lines, utility and
communication lines and conduits, roads and parking lots which may be established,

constructed, erected, acquired, owned or leased, maintained and operated by the authority. Any
such facilities may include such space for general rental purposes as the authority may in its

discretion deem to be necessary or appropriate.

State. The term “state” shall mean the State ofMaryland.

- Public Purpose
§ 11-2. Authority

(a) The Authority shall be organized and operated fbr public purposes.

(b) It ishereby found, determined and declared that the activities to be undertaken by
the Authority hereunder are in all respects for the benefit of the inhabitants of the
city and is a public purpose and the Authority will be performing an essential
government function on behalf 0f the city in the exercise of the powers
hereinafter set forth.
i

(c) No part of the net earnings of the Authority may insure to the benefit of any
private person 01' entity.

Upon dissolution of the Authority, all right, title and interest to all assets of the
(d)
Authority shall vest in the City and all such assets shall become the property of

the city.

§ 11—3. Authority
- Creation; appointment, composition and terms; vacancies.

There hereby created a body corporate and politic to be known as the “Ripken Stadium
is

Authority,” which shall be deemed an instrumentality of the City and a public


corporation. The authority shall consist of five (5) members, three (3) of which shall be
appointed by the Mayor and City Council and the remaining two (2) shall be appointed
by LLC. The two (2) members appointed by C. Tufion Enterprises
C. Tufton Enterprises
LLC shall serve in such manner so that the term of one such member shall expire on
April l, 2003and the term of the second such member shall expire on April 1, 2004. The
three (3) members appointed by the Mayor and City Council shall serve in such manner
that the term of the first such such member shall expire on April 1, 2005, the term of
second such member shall expire on April
1, 2006 and member
the term of the third such

shall expire on April 1, 2007. Their successors shall be appointed for terms of three (3)

years from the date of expiration of their respective terms of office, except that any
person appointed to a vacancy of the five (5) appointed positions shall serve only
fill for

the unexpired term, and any such member of the authority shall be eligible for

reappointment.

delegation of powers.
§ 11—4. Same—Officers; quorum; compensation;

The Mayor with of the City Council, shall name one member, so appointed,
the consent
as chairman of the authority and shall name with the consent of the City Council, from
time to time, all successor chairmen of the authority as vacancies in that office shall
occur. The members of the authority shall elect a secretary and a treasurer who may or
may not be members of the authority. Three members of the authority shall constitute a
quorum. No vacancy in the authority shall impair the right of a quorum to exercise all of
the rights or perform all of the duties of the authority. The members of the authority
shall notbe entitled to compensation for their services, but they shall be reimbursed for
actual expenses necessarily incurred in the performance of their duties; provided,
however, that such reimbursement shall be made solely from funds received by the
authority under the provisions of this section. The authority may delegate to one or more
of its members, or to its officers, agents and employees, such powers and duties as it may
deem proper.

§ 11-5. Authority
- Powers generally; conditional powers.

(a) The authority is created for the purpose of managing, maintaining and operating
the Ripken Stadium.
(b) The authority is hereby granted and shall have and may exercise the following
rights and powers without prior approval from the Mayor and City Council:

(1) To have perpetual existence as a corporation;

(2) To sue and be sued, implead and be impleaded, complain and defend in all

courts;

(3) To adopt, use and alter at will a corporate seal;

(4) To make bylaws for the management and regulation of its affairs;

(C) The authority may be granted and may exercise the following rights and powers
only with the prior consent of and direction from the Mayor and City Council:

(l) To acquire, purchase, hold and use any property, real, personal or mixed,
tangible or intangible, or any interest necessary or desirable for carrying out the
purposes of the authority, and (without limitation of the foregoing) to lease as
lessee any property, real, personal or mixed, or any interest therein, for a term not
exceeding ninety-nine (99) years at a nominal rental or such annual rental as may
be determined; to lease any property to the state or the city, or to any person at
any time any property, real, personal or mixed, tangible or intangible, or any
any time acquired by the authority, whether wholly or partially
interest therein, at

completed; and to sell, transfer and convey to the state or to the city, or to any
political subdivision thereof, or to any person any property, real, personal or

mixed, tangible or intangible, or any interest therein, at any time acquired by the
authority; provided further, that no such sale, transfer, or conveyance shall be
made to any person other than the city until such sale, transfer or conveyance is
first offered to the city for its acceptance or rejection.

(2) To improve, equip, fumish, maintain, repair and operate the stadium;

(3) T0 appoint officers, attorneys, accountants, agents, employees and


servants; to prescn‘be their duties and fix their compensation;

(4) fix, charge and collect rates, rentals and other charges for the use of the
To
stadium or for services rendered by the authority, at reasonable rates, to be
determined by it, for the purpose of providing for the payment of the expenses
incurred by the city and the authority for the construction, improvement, repair,
equipping, fumishing, maintenance and operation of the stadium the payment of
the principal of and interest on its or the city’ s bonds and obligations required to
meet such expenses, and to fulfill the terms and provisions of any agreements
made with the purchasers or holders of any such bonds and obligations.

(5) To borrow money and issue revenue and/or lease bonds or other evidence
g’

of indebtedness or obligations and to secure the payment of such bonds, or any


part thereof, by pledge or indenture of trust of all or any part of its revenues,
rentals, receipts and funds available from any source whatsoever, all as may be
provided in the resolution authorizing the issuance of such bonds, which
resolution shall be taken as a part of the contract with the holders of such bonds,
and to make such agreements with the purchasers or holders of such bonds or
with others in connection with any such bonds whether issued or to be issugd, as
the authority shall deem advisable, and in general to provide for the security for
said bonds and the rights of the holders thereof;

(6) To make of every name and nature, and to execute


contracts all

instruments necessary or convenient for the carrying on of its business;

(7) Without limitation of the foregoing, to borrow money and accept grants
from, and to enter into contracts, leases or other transactions with, any federal
agency;

(8) To pledge, hypothecate, or otherwise encumber all or any of the revenues

or receipts of the authority as security for all or any of the obligations of the
authority;

(9) To do all acts and things necessary or convenient to carry out the powers
granted to it by this section;

(10) To enteragreements with any public body providing for the


into
construction or reconstruction of highways, bridges, water and sewerage facilities
by the authority if such agreements are necessary under such terms and conditions
as may be desirable;

(11) To convey to the city all of its rights, title and interest in and to the

stadium or stadium bonds or revenue refunding bonds issued


facilities if the

pursuant to the terms of this chapter for the purpose of providing the funds for the
cost the stadium shall have been paid and retired;

Except as otherwise provided by law, he stadium is to be improved by the


if

authority, no plans or specifications therefor shall be presented for quotations


or

bids until such plans and specifications shall have been submitted to and approved

by the Director 0f Public Works ofthe city.

Same - Power fix and revise rafes, rentals, etc.; sinking fund.


§ 11-6. to

(a) The authority hereby authorized and empowered to revise from time to
is

time rates, rentals and charges for the use of the stadium, and to impose, charge
and collect the same, and with any person, partnership, association or
to contract

corporation desiring the use of the stadium, either in whole or in part, and to fix
é.

1.

the terms, conditions and rates of charges for such use, subject to the rights of
others to maintain and use the stadium.

(b) Such rates, rentals or charges shall be so fixed and adjusted as to provide a fund
to pay:

(1) The City’s cost of managing, maintaining and operating the stadium from
which such rates, rentals and charges arc received, including reserves for
replacement, depreciation and any improvements and extensions of the stadium.

(2) The principal of the bonds issued to provide the funds for the acquisition,
construction, improvement, equipping, maintaining, operating or furnishing the
stadium and the interest thereon as the same shall become due and payable, and
reserves for such purposes.

(C) Such rates, rentals or charges shall not be subject to supervision 0r regulation by
any state, county or municipal commission, board, bureau or agency.

(d) The rates, rentals or charges, and all other revenues derived by the authority in the

operation of the stadium except such part thereof as may be required to pay the

cost of maintaining, repairing and operating the stadium or to provide such


reserves as may be called for in the resolution authorizing the issuance of the
bonds or the trust indenture, shall be set aside atsuch regular intervals as may be
provided in such resolution or such trust indenture, in a sinking fund which is

hereby pledged to, and charged with the payment of:

(1) The interest upon the bonds issued to provide funds for the acquisition,
construction, improvement, equipping, fumishing, maintaining or operating the
stadium, as such interest shall fall due;

(2) The principal of such bonds as the same shall fall due;

(3) The necessary fiscal agency charges for paying such principal and interest;

and

(4) Any premium upon such bonds retired by call or purchase as herein
provided.

The use and disposition of.s_uch sinking fimd shall be subject to such regulations
as may be provided in the resolution authorizing the issuance of such bonds, or in

the trust indenture, but,except as may otherwise be provided in such resolution or


trust indenture, such sinking fund shall be a fimd for the benefit of all such bonds
without distinction or priority of one over another. Subject to the provisions of
the resolution authorizing the issuance of such bonds or of the trust indenture, any
moneys in such sinking fund in excess of an amount equal to two (2) years’
i

interest on such bonds then outstanding may be applied to the purchase or


all

redemption of such bonds. All bonds so purchased or redeemed shall forthwith


be cancelled.

-
§ 11.7. Issuance of bonds, certificates and other evidence of indebtedness Generally.

(a) Generally. If granted the power and authority by the Mayor and City Council
pursuant to §1 1-5.(c), the authon'ty shall at one time or fi'om time to time provide

by resolution for the issuance of negotiable bonds, certificates or other evidence


of indebtedness for the purpose of paying all or any pan of the cost or purchase
price of the stadium or facilities. The resolution authorizing the issuance of such
bonds, certificates or other evidence of indebtedness under the provisions of this
chapter or the trust indenture hereinafier provided for, shall state either the
estimated cost or purchase price of the stadium or stadium facilities or the then
existing debt due on the stadium or facilities from bonds, certificates or other
evidence of indebtedness under the provisions of this chapter, and bonds,
certificates or other evidence of indebtedness shall be issued in such amount or
amounts.

(b) Payment ofprincipal and interest. The principal and interest of such bonds shall
be payable from revenues, rentals, receipts and funds available for any source
whatsoever received by the authority and no tax, excise, or special assessment
(other than permitted under the terms of this chapter) shall be levied for the
payment of such principal and interest.

Fees, rents, and revenues received fi'om the use of the stadium
charges
constructed from the proceeds of the bonds issued or to retire existing debt under
the provisions of this chapter shall be used or appropriated for the payment of
interest or principal of such bonds; provided, however, that prior to and during

construction and for one year after the completion of the construction of the
stadium for which bonds have been issued hereunder, the interest on such bonds
may be paid out of the proceeds realized from the sale of such bonds; and
provided further, that revenues, rentals, receipts and funds from other sources
available to the authority may be used and appropriated for the payment of
interest on and principal of such bonds.

(e) Rate of interest; maturity, denominations; execution. The bonds shall be dated,
shall bear interest at such rate or rates as shall be determined by the authority;

payable semiannually and shall mature at such time or times, not exceeding thirty
years from their date or dates, as may be determined by the authority. The bonds
of each issue may be made redeemable before maturity at the option of the
authority at such price or prices and under terms and conditions as may be fixed
by the authority prior to the issuance of the bonds. The authority shall determine
the form of the bonds, including any interest coupons to be attached thereto, and
shall fix the denomination or denominations of the bonds and the place or places
f

of payment of principal and interest any hank or trust company


which may be at

within or without the state. The payment of principal and interest of the bonds
hereby authorized may be made in any lawful medium. The authority shall
determine the manner of executing the bonds which may be by facsimile
Signature of its chairman, and the manner of executing the interest coupons
attached thereto which also may be by facsimile sigmure of its chairman; the
official seal of the authority shall be affixed to the bonds and they shall be
attested by its secretary. In case any officer whose signature or a facsimile of

whose signature shall appear on any bonds or coupons shall cease to be such
officer before the delivery of such bonds, such signature or such facsimile shall
nevertheless be valid and sufi'lcient for all purposes the same as if he had
remained in office until such delivery.

(d) Negotiability‘ A11 bonds, certificates or other evidence of indebtedness issued


under the provisions of this section shall have and are hereby declared to have to
all qualities and incidents of negotiable instruments under the negotiable

instruments law of this state.

(e) Form of issuance; registration. The bonds hereby authon'zed may be issued in

coupon or in registered form, or both, as the authority may determine, and


provision may be made for the registration of any coupon bonds as to principal
alone and also as to both principal and interest, and for the reconversion into
coupon bonds of any bonds registered as to both principal and interest.

Sale. The authority maysuch bonds in such manner, either at public or private
sell

sale, and for such price, as it may determine to be for the best interests
of the
authority. None of the provisions of sections 9 to 11, inclusive, of Article 31
of

the Annotated Code of Maryland, 1957, and any amendments thereto shall apply
" ‘v

the provisions of this section.


-

to the bonds issued under

Disposition ofproceeds. The proceeds of the bonds of each issue shall be used
(g)
payment of the cost of the stadium or stadium equipment for which
solely for the
such bonds have been issued, and shall be distributed in such manner and under
such restrictions, if any, as the authority may provide in the resolution authorizing

the issuance of such bonds or in the trust agreement hereinafier mentioned


securing the same. Ifthe proceeds of the bonds of any issue, by error of estimates
or otherwise, shall be less than such cost, additional bonds may in like manner be
issued to provide the amount of such deficit, and, unless otherwise provided in the
resolution authorizing the. issuance of such bonds or in the trust agreement
securing the same shall be deemed to be of the same issue and shall be entitled to
payment from the same fund without preference or priority of the bonds first
issued. If the proceeds of the bonds of any issue shall exceed the cost of the
stadium or stadium facilities for which the same shall have been issued, the
surplus shall be deposited into the sinking fund hereinafier provided for the
payment of principal of and interest on the bonds.
f

Interim receipts oftemporary bonds; replacement bonds. Prior to the preparation


(h)
of definitive bonds, the authority may, under like restrictions, issue interim
receipts or temporary bonds, with or without coupons, to be exchanged for
definitive bonds when such bonds have been executed and are available for
delivery. The authority may also provide, by resolution, for the replacement of
any bonds which shall become mutilated, destroyed or lost.

(i) Issuance without referendum. The bonds, cenificates or other evidence of


indebtedness, authorized to be issued under this section may be issued without an
election referendum or any other proceedings or the happening of any other
conditions or things than those proceedings, conditions or things which are
specified and required by this section.

(i) Refunding bonds. The authority is hereby authorized to provide by resolution for
the issuance of its revenue refunding bonds for the purpose of refunding any
bonds then outstanding and issued under the provisions of this chapter. The
issuance of such revenue refunding bonds, the maturities and other details thereof,
the rights of the holders thereof, and the duties of the authority in respect of the
same, shall be governed by the provisions of this section insofar as they may be
applicable.

(k) Single issuance with combined purpose. The authority is further authorized to
provide by resolution for the issuance of a single issue of its bonds for the
combined purposes of:

(1) Paying the of any improvement, extension,


cost enlargement or
reconstruction of the stadium and stadium facilities; and

(2) Refunding its bonds which shall (heretofore have been issue‘d forthe
purpose of providing fimds for the cost of the stadium and stadium facilities
which shall then be outstanding and which shall then have matured or be subject
to redemption or can be acquired for retirement.

§ 11-8. Same — Contents of resolution authorizing issuance.

Any resolution or resolutions authorizing the issuance of any bonds under §11-7 may
contain provisions which shall be part of the contract with the holders thereof and which
may relate to the following:

The pledging of the full faiifi and credit of the authority (but not the city) for such
(a)
obligations;

(b) The construction, improvement, operation, extension, enlargement, equipping,


fumishing, maintenance and repair of the stadium and the stadium facilities and
the duties of the authority with reference thereto;
(C) The terms and provisions of the bonds;

(d) Any limitations on the purposes to which the proceeds of the bonds then or
thereafter to be issued, or of any loan or grant by the United States may be
applied;

(6) The of rentals and other charges for the use of the stadium or for the services
rate
rendered by the authority, including limitations upon the power of the authority to
modify any leases or other agreements pursuant to which any rentals or other

charges are payable;

(f) The setting aside of reserves or sinking funds and the regulation and disposition
thereof;

(g) The limitations on the issuance of additional bonds;

(h) The terms and provisions of any deed of trust or indenture securing the bonds or
under which the same may be used; and

(i) Any other or additional agreements with holders of the bonds.

§ 11-9. Same - Credit of city, etc., not pledged.

The bonds, certificates or other evidence of indebtedness issued under the provisions of
§1 1-7 shall not be deemed to constitute a debt of the city or a
pledge of the faith and
credit of the city, but such bonds, certificates or other evidence of indebtedness shall be

payable solely from the funds of the authority provided from revenues of the stadium.
All such bonds shall contain a statement on their face to the effect that the City of
Aberdeen is not obligated to pay such bonds or the interest thereon. The insurance of
bonds or other evidence of indebtedness under the provisions of this chapter shall not

directly, indirectly or contingently obligate or empower the city to levy or pledge any

form of taxation whatever therefor or to make any appropriation for their payment.

§1 1-10. Same - Rights and remedies of bondholders generally.

(a) Pursuant to §1 1-7, the rights and the remedies, conferred upon or granted to the
bondholders, shall be in addition to and not'in limitation of any rights and
remedies lawfully granted t9 such bondholders by the resolution or resolutions
providing for the issuance of bonds, or by any deed of trust, indenture or other
agreement under which the same may be issued. In the event that the authority
shall default in the payment of principal of or interest 0n any of the bonds after
said principal or interest shall become due, whether at maturity 0r upon call for

redemption, and such default shall continue for a period of thirty (30) days, or in
the event that the authority shall fail or refuse to comply with the provisions of
l.”

this chapter, or shall default inany agreement made with the holders of the bonds,
the holders of twenty-five (25) percent in the aggregate principal
amount of the
bonds then outstanding, by instrument or instruments filed in the office of the
clerk of the circuit court for the county, and proved or acknowledged in the
same
manner as a deed to be recorded, may (except as such right may be limited under
the provisions of any indenture or other agreement as aforesaid)
deed of trust,

appoint a trustee to represent the bondholders for the purposes herein provided.
Such trustee and any trustee under any deed of trust, indenture or other agreement
may, and, upon written request of the holders of twenty-five (25) percent (or such
other percentage as may be specified in any deed of trust, indenture or other
agreement aforesaid) in principal amount of the bonds then outstanding, shall in
his or its own name:

(1) By mandamus or other suit, action or proceeding at law or in equity


enforce of the bondholders, including the right to require the authority to
all rights

collect rates, rentals and other charges, adequate to carry out any arrangements as
to or pledge of the revenues or receipts of the authority, and to require the
authority to carry out any other agreements with or for the benefit of the
bondholders, and to perform its and their duties under this chapter;

(2) Bring suit upon the bonds;

in equity, require the authority to account as if it were the


(3) By action or suit
trustee of an express trust for the bondholders;

(4) By action or suit in equity, enjoin any acts or things which may be
unlawful or in violation of the rights of the bondholders;

(5) By bonds due and payable,


notice in writing to the authority, declare all
and if all defaults be made good, then with the consent of the holders of twenty-
five (25) percent (or such other percentage as may be specified in any deed of
trust, indenture or other agreement aforesaid) ofthe principal
amount of the bonds
then outstanding, to annul such declaration and its consequences.

(b) Any whether appointed as aforesaid or acting under a deed of trust,


trustee,
indenture or other agreement and whether or not all bonds have been declared due
and payable, shall be entitled as of right to the appointment of a receiver who may
(to the same extent that the authority itself could
so do) enter and take possession
of the of the authority, 0r any parts thereof, the revenues, rentals or
facilities

receipts from which are or may be applicable to the payment of the bonds so
in

default, and operate and maintain the same and collect and receive all rentals
and
other revenues thereafter arising therefrom in the same manner as the authority
might do, and shall deposit all such moneys in a separate account, and apply the
same such manner as the court shall direct. In any suit, action or proceeding by
in

the trustees, the fees, counsel fees and expenses of the trustee and of the receiver,
if any, and and disbursements allowed by the court, shall be a first charge
all costs

on any revenues and receipts derived from the facilities of the authority, the
revenues or receipts from which are or may be applicable to the payment of the
bonds so in default. Such trustee shall, in addition to the foregoing, have and
possess all of the powers necessary or appropriate for the exercise of any
functions specifically set forth herein or incident to the general representation of
the bondholders in the enforcement and protection of their rights.

(c) In addition to all other rights and all other remedies, any holder of bonds of the
authority shall have the right by mandamus or other suit, action or proceeding at
law or enforce his rights against the authority, including the right to
in equity to
require the authority of collecting fees, rentals and other charges adequate to carry
out any agreement as to or pledge of such fees, rentals or other charges, or
income, revenues and receipts and to require the authority to carry out any of its
covenants and agreements with the bondholders, and to perform its and their
duties under this chapter; provided, however, that nothing in this section or any
other section of this chapter shall authorize any receiver appointed pursuant to
this chapter, for thepurpose of operating and maintaining the stadium, to sell,
assign, mortgage or otherwise dispose of, any of the assets of whatever kind and
character belonging to the authority. It is the intention of this chapter to limit the
powers of such receiver to the operation and maintenance of the facilities of the
authority as the coun shall direct, and no holder of bonds of the authority, nor any
trustee, shall ever have the right in any suit, action or proceedings at law or in
equity to compel a receiver, nor.shall any receiver ever be authorized, or any
court be empowered to direct the receiver, to sell, assign, mongage or otherwise

dispose of any assets of whatever kind or character belonging to the authority.

§ 11-11. Same- Bondholder’s lien.

All moneys received from any bonds issued and sold under the provisions of §1 1-7
shall be applied solely for the purpose for which the bonds shall be authorized or to the

sinking fund created for the payment of such bonds, and are hereby declared to be trust
funds for such purposes or such sinking fund, as the case may be, and there shall be and
there hereby created and granted a lien upon such moneys until so applied in favor of
is

the holders of such bonds or the trustee hereinafter provided for in respect to such bonds.

§ 11-12. Trust indentures.

If granted the power and authority by the Mayor and City Council pursuant to §1 1-5.(c),

the authority shall secure any of indebtedness issued


bonds, certificates or other evidence
to provide funds for the purchase, acquisition, construction or improvement of the
stadium and stadium facilities by a tmst indenture by and between the authority and a
corporate trustee, which may be any trust company of bank having the powers of a trust
company within or outside the state. At any one may, in its discretion,
time, the authority

be a party to one or more of such trust indentures, ifbonds have been issued to finance
f,

more than a single project as defined in this chapter. Such trust indenturc or indentures

may pledge revenues to be received from stadium and stadium facilities but
or assign all

shall not convey or mortgage the stadium or stadium facilities to further secure any
bonds, certificates or other evidences of indebtedness issued to provide funds for the
purchase, acquisition, construction or improvement of the stadium. Either the resolution
providing for the issuance ofbonds or such trust indenture or indentures may contain
such provisions for protecting and enforcing the n'ghts and remedies of the bondholders
as may be reasonable and proper, not in violation of law, including covenants setting
forth the duties of the authority in relation to the construction, acquisition, improvement,
maintenance, operation, repair and insurance 0f the stadium and the custody,
installation,
safeguarding and application of all moneys, and may provide that the stadium shall be
constructed and paid for under the supervision and approval of consulting engineers and
architects employed or designated by the authority and satisfactory to the tustee
appointed as provided herein, and if none, the original purchasers of the bonds issued
hereunder. Such trust indentures may further provide that the security given by
contractors and by any depository of the proceeds of the bonds or revenues of the
stadium or other moneys pertaining thereto, be satisfactory to the Uustee appointed as
provided herein, and if none, the original purchasers of the bonds. It shall be lawful for
any bank or trust company incorporated under the laws ofthis state to act as depository
of the proceeds of the bonds or revenues. Such resolution or such trust indentures may
set forth the rights and remedies of the bondholders and of the trustee, and may restrict
the individual right of action of bondholders and of the trustee, and may restrict the
individual right of action ofbondholders as is customary in trust indentures securing

bonds and debentures of corporations. All expenses incurred in carrying out such trust
indenture may be treated as a part of the cost of maintenance, operation and repair of the
stadium.

§ 11-13. Powers of city.

The City is hereby authorized and empowered through its proper officials:

To convey to the authority its title to any lands, streets, alleys, buildings, facilities
(a)
or other public places upon payment of the reasonable value of such
to the city

properties, such value to be determined by the authority and by the city such
payment to be in cash or in bonds of the authority at par; provided, that all public
utility facilities, whether publicly or privately owned or operated, occupying such

lands, streets, alleys or public places shall first have been removed or relocated at

the authority’s expense;

(b) To any rates, rentals, fees, or charges now being or


assign to the authority
hereafter received by it, such assignment to be made for the purpose of providing
additional security for any bonds to be issued under this chapter or for such other
purposes as may be agreed to between the authority and the city; and

(c) To assign to the authority those powers and duties set forth in §1 1-5.(c); and
{r

(d) To advance to the authority from the general funds of the city sums to be used by
the authority solely to defray expenses for investigations, engineering and
architectural studies, opinions and compensation of employees and counsel which
may be incurred prior to the sale of its bonds; provided, however, that such
advances shall be repaid out of.the first proceeds of the sale 0f bonds by the
authority following any such advance.

§ 11-14. Limited Assignment of Admissions and Amusement Tax.

If granted the power and authority by Mayor and City Council pursuant to §1 1-5.(c),
the
the City shall assign all of the Admission and Amusement Taxes received by the City
from use of the stadium and services provided at the stadium pursuant to Article III,
Chapter 125 of the Code of the City of Aberdeen, Maryland until all bonds and other
evidence of indebtedness issued for the purpose of paying all or any part of the cost or
purchase price of the stadium’and stadium facilities have been retired or satisfied.

§ 11-15. Disposition and audit of funds.

Unless otherwise provided in the resolution authorizing any issue of bonds under this
chapter, or unless otherwise provided by the indenture of trust which secures such bonds,
all moneys received by the authority fiom whatever source
derived, shall be paid to the

treasurer of the authority. Such moneys shall be deposited in the first instance by the
treasurer in one or more banks or trust companies in one or more special accounts, and
each of such special accounts to the extent the same is not insured shall be continuously
secured by a pledge of the direct obligations of the United States of America, of the state
or of the county, having an aggregate market value, exclusive of accrued interest, at
all

times at least equal to the balance on deposit in such account. Such securities shall either
be deposited with the treasurer, or be held by a trustee or agent satisfactory to the
for such
authority. All banks and trust companies are authorized to give such security
deposits. The moneys accounts shall be paid out on the warrant or other order of
in said

the chairman of the authority, or such other person or persons as the authority may
authorize to execute such warrants or orders. The authority shall have an annual
examination of its books, accounts and records by a certified public accountant. A copy
of such audit shall be delivered to the city and to such other persons named to receive
such audit in the resolution which authorized the issuance of the bonds or in the trust
indenture which secures them. A concise financial statement of the authority shall be

published annually, in a neWSpaper of general circulatibn in the county and city. If such
application is not made by the authority, the city shall publish such statement at the
expense of the authority. If the authority fails to make such audit, then the treasurer of
the city may be designated and empowered by the city, from time to time to examine, at
the expense of the authority, the accounts and books of the authority, including
its

receipts. disbursements, contracts, leases, sinking funds, investments and any


other

matters relating to finances, operation and affairs. The solicitor of the city shall have
its

the right to examine the books, accounts and records of the authority.
(r

§11-16. Construction, etc., contracts.

If granted the power and authority by the Mayor and City Council pursuant to §1 1-5.(c),
the authority may make rules and regulations for the submission of bids and the
construction, equipping, furnishing and improvement of the stadium and stadium
facilities. No contract shall be entered into for construction, equipping, furnishing or
improvement of the stadium and stadium facilities, or portion thereof, or for the purchase
of materials, unless the contractor shall give an undertaking with a sufficient surety or
sureties approved by the authority, and in an amount fixed by the authority, for the
faithfill performance of the contact; and such contract shall be accompanied by an
additional bond for the protection of those to furnish labor and material. A11 construction
contracts shall provide, among other things, that the person or corporation entering into
such contract with the authority will pay for all materials fumished and services rendered
for the performance of the contract, and that any person or corporation furnishing such
materials or rendering such services may maintain an action to recover for the same
against the obligor in the undertaking as though such person or corporation was named
therein, provided the action is brought within three years afier the cause of action
accrued. Nothing in this section shall be construed to limit the power of the authority to
construct the stadium, or portion thereof, or any addition, betterment or extension thereto,
directed by the officers, agents and employees of the authority, or by agreement with the

federal and state governments or any agency or department of either. Subject to the

aforesaid, the authority may (but without intending by this provision to limit any powers
of such authority) enter into and carry out such contracts, or establish or comply with
such rules and regulations concerning labor and materials and other related matters in
connection with the stadium, or portion thereof as the authority may deem desirable, or
as may be requested by any federal or state agency that may assist in the financing of
such stadium or any part thereof.

‘ "
§11-17. Tax exemptions.

It is hereby found, determined and declared that the establishment of the stadium under
the provisions of this chapter is in all respects for the benefit of the inhabitants of the
city, county and of the state, and is a public purpose, and that
the city and the authority

will be performing an essential gOvemmental function in the exercise of the powers

conferred by this chapter, and the authority shall not be required to pay any taxes or
assessments upon any facility or any part thereof or upon its activities in the operation
and maintenance of any facility or upon any revenues therefrom, and the stadium and the
bonds of the authority, the interest thereon and any gain realized from the sale or
exchange thereof shall be and remain forever exempt from all state, municipal and local
taxation.

methods.
§ 11-18. Provisions of title provides alternative

The provisions of this chapter shall be deemed to provide an additional and alternative
method for the doing of the things authorized hereby and shall be regarded as
supplemental and additional to the powers confcrred by the Maryland Constitution,
Article 23A of the Maryland Code and other laws and shall not be regarded
as in

derogation of any powers now existing, and such provisions shall be liberally construed

to effect the purposes thereof.

E:\DnmAEERDEEMSudium Amznmkipkm Stadium Ciq mdswuddomvpd Fm 29. 2000

Centres d'intérêt liés