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2010-493
AMENDMENT NUMBER 10 TO LEASE BY AND BETWEEN
CITY OF JACKSONVILLE AND JACKSONVILLE JAGUARS, LTD.
This Amendment Number 10 to Lease (the "Amendment") is made effective the __ day of
_____,2010 (the "Effective Date"), between CITY OF JACKSONVILLE, a Florida municipal
corporation and political subdivision of the State of Florida, whose principal address is 117 West Duval
Street, Suite 400, Jacksonville, Florida 32202, Attn: Mayor (the "City") and JACKSONVILLE
JAGUARS, LTD., a Florida limited partnership, whose principal address is One Stadium Place,
Jacksonville, Florida 32202, and whose FEIN # is 59-3095655 ("JJL").
RECITALS
WHEREAS, the City is the owner of that certain facility currently known as "Jacksonville
Municipal Stadium" (pending completion of a naming rights agreement, herein defined as the "Stadium");
and
WHEREAS, the City has leased the Stadium to JJL for its operation of the Jacksonville Jaguars
NFL football team, pursuant to the terms and conditions set forth in that certain lease, as amended from
time to time, as more particularly described in Exhibit A (the "Lease"); and
WHEREAS, under Section 12A of the Initial Lease the City has obligations to provide for the
maintenance and upkeep of the Stadium; and
WHEREAS, pursuant to Section 111.136, Ordinance Code (the "Ordinance"), the City has
created the Sports Complex Capital Maintenance Enterprise Fund (the "Capital Maintenance Fund") to
provide funding to extend, enlarge, remodel, repair, improve, or maintain the Stadium, the Arena, and the
Baseball Grounds;
WHEREAS, the Ordinance provides that taxes on "transient rentals" authorized by s. 212.0305,
Florida Statutes, and s. 764.1 04(a)(3), Ordinance Code, are to be deposited into the Capital Maintenance
Fund (the "Deposited Funds");
WHEREAS, the City and JJL desire to amend the Lease reflect the agreed-upon efficient
procedures by which the Deposited Funds can be utilized.
NOW, THEREFORE, in consideration of the mutual promises herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged by each party, the City
and JJL agree as follows:
I. Recitals and Definitions. The above recitals are true and correct and are incorporated herein by
this reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in the
Lease.
2. Capital Maintenance Fund. The City and JJL acknowledge that the City has established the
Capital Maintenance Fund and dedicated the Deposited Funds to the Capital Maintenance Fund, to be
used exclusively for the purposes set forth in the Ordinance.
3. Procedures for Approving Expenditure of Capital Maintenance Fund. The City and JJL agree
that the procedures below will govern the process for obtaining approval of authorized projects and of
expenditure of the Deposited Funds. The parties understand and agree that JJL may advance its funds for
Second Revised Exhibit 1
Amd #10 to Lease btwn COJ & JJL
August 9, 2010 - Finance
Page 1 of 8
2010-493
the costs for purchase and performance of capital, repair and maintenance projects at the Stadium, and
receive reimbursement from the City from lawfully available funds within the Deposited Funds, so long
as the parties comply with the provisions set forth in this Amendment. Once such procedures have been
followed and the stated approvals granted, the expenditure of the Deposited Funds shall be deemed to
have been approved for all purposes.
A. Creation and Approval of Five Year Capital Improvement Plan. No later than January 31
each year, the manager of the Stadium designated under Section 9 of the Initial Lease (the
"Manager") shall prepare and submit a Five Year Sports Complex Capital Maintenance
Improvement Plan for the ensuing five (5) budget years that commences on October I of the
following fiscal year (the "CIP"). The Manager will recommend the priority of projects and the
project scope in the CIP, taking into consideration the highest priority being assigned to life
safety and code compliance projects. The Manager may recommend amendments to the CIP
during any fiscal year to address any changes necessary arising from then-emerging
circumstances. The CIP shall be submitted for approval to the City through the Executive
Director of the Jacksonville Economic Development Commission (the "JEDC") for approval in
the forthcoming City budget unless earlier approved; provided however, that Exhibit B hereto
shall serve as the first Five Year Sports Complex Capital Maintenance Improvement Plan. Once
approved by JEDC, the expenditure of the Deposited Funds for any projects contained in the CIP
shall have been conclusively authorized by all necessary City action, subject to the remaining
provisions ofthis Amendment.
B. Procurement Procedures. In expending the approved funds, the procedures set forth in
this subsection shall be followed. Ordinance 2010-493-E approving this Amendment, and certain
provisions of the Lease, each provide a waiver to Chapter 126, Ordinance Code, for certain
procurements, and the City, JJL, and the Manager wish to assure that all of the procurements
made under this Amendment are done in a manner to maintain strong control, transparency, and
review over the procurement process in accordance with best practices and policies of the City.
Accordingly, the City, JJL, and Manager agree to the following procedures for procurements,
(whether such procurements are made by the Manager or by JJL), for which reimbursement will
be made, according to the procurement procedures dated April 29, 2009 and placed "on file" with
the City's Legislative Services Division (the "Procurement Policy"). The parties understand and
agree that the Procurement Policy may be amended from time to time by the City and the
Manager, and any such amendment also shall be placed "on file" with the Legislative Services
Division. To the extent necessary to effectuate the provisions of this Amendment, the City
hereby waives compliance with the terms of Chapter 126, Ordinance Code, for procurements
made in compliance with this Amendment.
C. Advance of Funds by JJL. After the CIP has been approved by the City, JJL, at its sole
option, may elect to advance the funds for a specific approved Stadium project or projects from
the CIP. Such JJL election shall be in writing delivered to the Manager and to the Executive
Director of the JEDC, and shall constitute a commitment by JJL to advance the funds to pay the
approved costs of the specific approved project(s). JJL advanced funding shall be limited to 70%
of the convention development tax of the 2011-2012 fiscal year city budget beginning in fiscal
year 2011-2012. However, for fiscal year 2010-2011, the $2,470,695 requested in this agreement
shall be considered as part of the amount available for advanced funding, limited to 80% for
fiscal year 2010-2011. After confirming that JJL's election applies to approved project(s) within
the then-CIP, the Executive Director of the JEDC shall authorize the Manager to proceed with the
specified project(s) in accordance with the Procurement Policy, and JJL shall advance the funds
for payment of the project. The Executive Director of the JEDC shall provide written notice to
Second Revised Exhibit 1
Amd #10 to Lease btwn COJ & JJL
August 9, 2010 - Finance
Page 2 of 8
2010-493
aI1 Council Members of each project for which advance funding has been approved for JJL
pursuant to the provisions of Amendment' 10 within 3 business days. The JEDC Executive
Director shaI1 not approve the proposed ClP or any advance fund project by JJL prior to the
expiration of 30 days from the publication to the Council. Subject to the limitation set forth in
subsection D below, JJL shall be reimbursed foI1owing receipt by the Capital Maintenance Fund
of funds from the next fiscal year sufficient for reimbursement through coI1ection of tax funds
imposed and coI1ected in accordance with Chapter 764, Ordinance Code. Each fiscal year cycle
of reimbursements shall occur no more frequently than twice per year (on or about April 30 and
on or about September 30). The City, JJL, and the Manager may enter into any memorandum of
understanding reasonably required to implement this Amendment, so long as any such
understanding is fuI1y compliant with this Amendment and the Procurement Policy.
D. Limitation of JJL Advances: Risk of Nonpayment. Notwithstanding anything to the
contrary in this Amendment, the City retains the right to spend any unobligated Deposited Funds
each fiscal year in compliance with the Capital Maintenance Fund requirements established by
the Ordinance (it being understood that the City's obligation to reimburse JJL for its advanced
funding for eligible ClP projects pursuant to this Amendment does not carry over beyond the
then-one fiscal year collection of Deposited Funds applicable to such JJL project). And further
notwithstanding anything to the contrary in this Amendment, the requirement of the City or the
Manager to reimburse JJL for its advances pursuant to this Amendment are expressly subject to,
and expressly limited by, the then-availability of funds (generated in the applicable fiscal year) in
the Deposited Funds.
E. FY 2009-20 I0 Projects. The parties have approved certain projects for point-of-sale
system upgrade and digital menu boards, replay systems, and electronic signs, in an aggregate
amount not to exceed $2,470,695.50 (the "Project"). These projects are hereby approved for
payment by the City with the Deposited Funds as part of fiscal year 20 I0-20 II 80% maximum
authorization, subject, however, to the limitations and provisions of sections 3.C and 3.D. above;
with the first payment made for the Project being from first available revenues in fiscal year
2010-2011, and to be made, subject to available funds, on or about April 20, 2011 and on or
about September 30, 2011.
4. Representatives. AI1 inquiries, requests, instructions, authorizations and other communications
with respect to the matters covered by this Amendment wiI1 be made to and by the City's Representative
or JJL's Representative, as the case may be. Nothing in this Paragraph shaI1 be deemed to preclude the
City Representative and the JJL Representative from including or delegating responsibility for matters set
forth in this Amendment to financial, legal, or other advisors.
5. Further Assurances. The parties agree to cooperate and deliver any further documents or perform
any additional acts to accomplish the agreements set forth herein.
6. MisceI1aneous. JJL and City, and the person(s) signing this Amendment on each party's behalf
represent and warrant to the other party that JJL and the City each has full right and authority to execute
and perform its obligations under the Lease as amended hereby, and that such person(s) are duly
authorized to execute this Amendment on each party's behalf without further consent or approval by
anyone. This Amendment and its approving ordinance is the entire agreement of the parties regarding
modifications of the Lease provided herein, supersedes aI1 prior agreements and understandings regarding
such subject matter, may be modified only by a writing executed by the party against whom the
modification is sought to be enforced, and shall bind and benefit the parties and their respective heirs,
Second Revised Exhibit 1
Amd #10 to Lease btwn COJ & JJL
August 9, 2010 - Finance
Page 3 of 8
2010-493
legal representatives, successors and assigns. All other tenus of the Lease remain unchanged and in full
force and effect and are hereby ratified and confinued as of this Amendment date.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 10 to Lease as of the
date set forth above.
JACKSONVILLE JAGUARS, LTD., a
Florida limited partnership
By: TDJ Football, Ltd., a Florida limited
partnership, its general partner
ATTEST:
By: DAR Group Investments, Inc.,
a Florida corporation, its
general partner
By: _
By: _
By: _
1. Wayne Weaver, President
ATTEST: CITY OF JACKSONVILLE, a Florida
municipal corporation
By _ By: _
Neill W. McArthur, Jr.
Corporation Secretary
John Peyton, Mayor
Form Approved:
Office of General Counsel
By:
-----,-----,----::----------
In accordance with the Ordinance Code, of the City of Jacksonville, I do hereby certify that there
is an unexpended, unencumbered, and unimpounded balance in the appropriation sufficient to cover the
foregoing agreement; and that provision has been made for the payment of monies provided therein to be
paid.
Director of Finance
City Contract Number: _
Second Revised Exhibit 1
Amd #10 to Lease btwn COJ & JJL
August 9, 2010 - Finance
Page 4 of B
2010-493
EXHIBIT A
THE LEASE
That certain Lease By and Between The City of Jacksonville, Florida and Touchdown
Jacksonville, Ltd. dated September 7, 1993 (the "Initial Lease"); as amended by Amendment No.1 to
Lease By and Between City of Jacksonville, Florida and Jacksonville Jaguars, Ltd., dated 1995; as further
amended by that certain Amendment No.2 to Lease By and Between City of Jacksonville, Florida and
Jacksonville Jaguars, Ltd. Dated July 30, 1996; as further amended by that certain Amendment No.3 to
Lease By and Between City of Jacksonville and Jacksonville Jaguars, Ltd. dated March II, 1997; as
further amended by that certain Amendment Number 4 to Lease By and Between City of Jacksonville,
Florida and Jacksonville Jaguars, Ltd., dated June 11, 1997; as further amended by that certain
Amendment Number 5 to Lease By and Between City of Jacksonville, Florida and Jacksonville Jaguars,
Ltd., dated September 6, 2002 ("Amendment No.5"); as further amended by that certain Amendment
Number 6 to Lease By and Between City of Jacksonville, Florida and Jacksonville Jaguars, Ltd., dated
June 26, 2003 ("Amendment No.6"); as further amended by that certain Amendment Number 7 to Lease
By and Between City of Jacksonville, Florida and Jacksonville Jaguars, Ltd., dated May 27, 2004; and as
further amended by that certain Amendment Number 8 to Lease By and Between City of Jacksonville,
Florida and Jacksonville Jaguars, Ltd., dated January 31, 2006; and as further amended by that certain
Amendment Number 9 to Lease By and Between City of Jacksonville, Florida and Jacksonville Jaguars,
Ltd., dated April 7, 2009 (collectively, the "Lease").
G:\SHARED\LEGIS.CC\2010\sub\2010-493 Finance 2nd Rev exh 1 Amd 10 vS.doc
5
Second Revised Exhibit 1
Amd #10 to Lease btwn COJ & JJL
August 9, 2010 - Finance
Page 5 of 8
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