RESOLUTION 17-52 EXHIBIT ''B" AGREEMENT FOR CONSTRUCTION AND RENOVATION I Ir- AGREEMENT FOR THE CONSTRUCTION AND RENOVATION OF THE DUNEDIN SPRING TRAINING FACILITIES This Agreement for the Construction and Renovation of the Dunedin Spring Training Facilities (the "Agreement") is executed as of November 2, 2017, by and between the City of Dunedin, Florida (the "City"), a municipal corporation of the State of Florida and Rogers Blue Jays Baseball Partnership, a general partnership under the Jaws of the Province of Ontario (the "Club"). WITNESSETH WHEREAS, the City is the owner of certain lands that are generally known as the Dunedin Stadium I Grant Field lands and more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (the "Grant Field Lands), as well as a ballpark and certain other facilities, buildings and other improvements located on those lands (collectively, the "Grant Field Facilities"); and WHEREAS, the City is the owner of certain lands that are generally known as the Englebert Recreational Complex and the Vanech Recreational Complex and more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (collectively, the "Complex Lands"), as well as certain facilities, buildings and other improvements located on those lands (collectively, the "Complex Facilities"). For the purposes of this Agreement, the Grant Field Facilities and the Complex Facilities will together be referred to as the "Dunedin Facilities"; and WHEREAS, the Club owns and operates the Major League Baseball Club known as the Toronto Blue Jays® (the "Major League Team") and has been using portions of the Dunedin Facilities, pursuant to a license agreement with the City, as amended from time to time, as the Club's Spring Training and player development facilities and for other year-round Club uses, including use for the Club's Florida State League for an "A" level Minor League baseball team (the "Minor League Team"); and WHEREAS, the State of Florida (the "State") offers a certification process and funding for improvements to certified retained spring training facilities pursuant to Section 288.11631, Florida Statues (the "State Contribution"); and WHEREAS, Pinellas County, Florida (the "County") is making available to the City additional funding in the net amount of $41,700,000 through a distribution of tourist development tax revenues for the payment of a portion of the cost of construction, renovation and expansion of the Dunedin Facilities (the "County Contribution"); and WHEREAS, the City has agreed to contribute $5,663,000 toward the construction, renovation and expansion of the Dunedin Facilities, and to license certain additional real property, comprising a portion of the City's Vanech Recreational Complex, as additional property on which parts of the expanded Dunedin Facilities will be located (the "City Contribution"); and WHEREAS, the Club has agreed to contribute net project fund monies in the amount of $20,000,000 (the "Club Contribution"), which funds are to be provided through the issuance by the City of its debt obligations supported by annual capital contributions by the Club for twenty (25) years; and WHEREAS, the City Contribution, the Club Contribution, the County Contribution and the State Contribution will be used to pay the cost of improvements, renovations and expansions of the Dunedin Facilities; and WHEREAS, the City Contribution, the Club Conttibution and the County Conttibution in the aggregate amount of $67,300,000 will provide approximately 83% of the estimated $81,044,191 cost of the construction, expansion and renovations of the Dunedin Facilities; and WHEREAS, the City has agreed to apply to the State for certification of the Dunedin Facilities as a retained spting training facility and for the State Contribution to supplement the funds made available by the City, the County and the Club to pay a portion of the cost of the improvements, renovations and expansions of the Dunedin Facilities (as described herein, the "Dunedin Facilities Improvements"); and i WHEREAS, the City and the Club mutually desire to set forth in this Agreement their agreement as to the scope of the Dunedin Facilities Improvements, the anticipated costs of the Dunedin Facilities Improvements, the sources of funding for the cost of the Dunedin Facilities Improvements; and generally how the design and construction of the Dunedin Facilities Improvements will be procured and undertaken by the City and the Club. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, the City and the Club hereby mutually agree as follows: 1. RECITALS. The Recitals set forth at the beginning of this agreement are hereby incorporated herein by reference as if fully set forth herein. 2. DUNEDIN FACILITIES IMPROVEMENTS. The City and the Club agree that the scope of the Dunedin Facilities Improvements are set forth in Exhibit "B" attached hereto and incorporated herein by reference (the "Scope"). Said Scope is subject to final design and approval by the City and the Club. Without limiting the foregoing, the Dunedin Facilities Improvements are intended to include the following: (a) designing and constructing a ballpark whose architecture suits and reflects the host community and the team, allowing that ballpark to become a destination that is as unique and memorable as the other Spring Training ballparks in Flotida and Atizona; (b) increasing ballpark capacity from its current capacity of approximately 5,500 to 8,500; (c) introducing more shaded viewing areas and alternative seating/standing room at the ballpark; (d) significantly improving fan amenities at the ballpark, such as redesigned building entry and circulation, and updates to merchandise and food concession locations; (e) adding baseball fields and other outdoor amenities at the Complex Facilities; (f) constructing a new, larger training building at the Complex Facilities, which will pennit all Major and Minor league training to occur at a single site, with only games played at the Grant Field Facilities site; and (g) creating a training facility and environment for use by the Club that is more in line with that available to other professional baseball organizations. 3. DUNEDIN FACILITIES IMPROVEMENTS BUDGET. The City and the Club agree that the overall total budget for the Scope of work associated with the design and construction of the Dunedin Facilities Improvements will be $81,044,191 (the "Project Budget"). The costs are generally described in Exhibit "C" attached hereto and incorporated herein by reference. The Club and the City shall work in good faith to manage the costs for the design and construction of the Dunedin Facilities Improvements Page 2 of36 within the Scope and Project Budget. Unless otherwise mutually agreed, the Club shall be solely responsible for said costs within the Scope that exceed the Project Budget. In addition, the Club shall have the right to request or require expenditures outside the Scope and in excess of the Project Budget, however, unless otherwise mutually agreed, the Club shall be solely responsible for such expenditures outside the Scope and in excess of the Project Budget. 4. SOURCES OF FUNDING. The City and the Club anticipate that there will be four (4) sources of funding for the Project Budget (the "Funding Sources"), consisting of the City Contribution, the Club Contribution, the County Contribution, and the State Contribution. The City shall utilize all funds received from the Funding Sources in order to cover the Project Budget. In the event the City receives all funds from the four (4) Funding Sources but is not able to fund the $81,044,191 Project Budget because of a shortfall, the City and the Club agree that the Scope of the Dunedin Facilities Improvements will, unless the parties agree to increase their respective contributions to the amount needed to overcome any such shortfall, be adjusted by mutual agreement to utilize the total amount of funding received from the Funding Sources to construct the Dunedin Facilities Improvements. 5. DESIGN AND CONSTRUCTION PROCESS. The City, as the owner of the Dunedin Facilities, will undertake a public procurement process as required by the Consultant Competitive Negotiation Act, Section 287.055, Florida Statutes (20 17), to procure the services of architects, engineers, general contractors and related professional services. The Club shall have a material role in said public procurement process and shall serve on the selection committee with the City. To facilitate and implement this process, the City and the Club will act in good faith to enter into a development agreement as an expansion of the general tenns stated herein, pursuant to which the relative roles and responsibilities of both the City and the Club will be set forth, as well as to specify the services each of the Club and the City will provide in the procurement, design and construction phases of the Dunedin Facilities Improvements (the "Development Agreement"). As set forth in the Development Agreement, following the procurement process, the City will enter into the final agreements with the engineers, architects, general contractors and related professional service providers necessary for the design and construction of the Dunedin Facilities Improvements. The City shall be solely responsible to contract for, oversee, and cause the completion of the Dunedin Facilities Improvements subject to and in accordance with the tenns and conditions of the Development Agreement. 6. NATURE OF AGREEMENT; TERMINATION. This Agreement is intended to generally outline the tenns, conditions, rights and responsibilities of the City and the Club concerning the development and construction of the Dunedin Facilities Improvements. This Agreement shall tenninate and have no fmther force and effect upon the City and the Club entering into the Development Agreement. [Signatures on following pages] Page 3 of36 IN WITNESS WHEREOF, the City and the Club have caused this Agreement to be executed by the appropriate officials and the necessary seal affixed thereto as of the day and year first above written.