EXHIBIT 10.14
-------------
STADIUM LEASE AGREEMENT
-----------------------
STADIUM LEASE AGREEMENT (this "Agreement"), entered into as of this 25th day
of February, 1998, by and between MILLENNIUM SPORTS MANAGEMENT, INC., a New
Jersey corporation having offices at Xxxx' Corner, U.S. Highway 206 and Xxxxxx
Xxxxx 000, X.X. Xxx 000, Xxxxxxx, Xxx Xxxxxx 00000-0000 ("Lessor"), and LADIES
LEAGUE BASEBALL, a California corporation having offices at 000 Xxxx Xxxxxxxx,
Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx 00000 ("Lessee").
W I T N E S S E T H:
-------------------
WHEREAS, Lessor owns and operates a 4,300-seat capacity baseball stadium known
as Skylands Park, located in Augusta, New Jersey; and
WHEREAS, Lessee owns and operates a professional women's baseball league known
as Ladies League Baseball, and desires to expand the operations of such league
to the Eastern United States; and
WHEREAS, Lessee will establish the Team (as such term is hereinafter defined),
and desires to utilize the Stadium (as such term is hereinafter defined) for all
home games of the Team during the Term (as such term is hereinafter defined);
and
WHEREAS, Lessor and Lessee are ready, willing and able to enter into an
agreement for Lessee's use of the Stadium on the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set
forth herein, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS.
-----------
As used in this Agreement, the following capitalized terms have the following
meanings:
(a) Alcoholic Concessions. "Alcoholic Concessions" means any and all
---------------------
beer and/or other alcoholic beverages which may be offered for sale at the
Stadium.
(b) Baseball Days. "Baseball Days" has the meaning ascribed thereto
-------------
in Section 5(a) below.
1
(c) Cardinals. "Cardinals" means the New Jersey Cardinals minor
---------
league professional baseball team in the New York-Penn League, or any other
replacement baseball team which constitutes the primary tenant of the Stadium at
the time in question.
(d) Concessions. "Concessions" means, collectively, Alcoholic
-----------
Concessions and Non-Alcoholic Concessions.
(e) League. "League" means the Ladies League Baseball professional
------
women's baseball league owned and operated by Lessee.
(f) Lessee's Souvenirs. "Lessee's Souvenirs" means scorecards,
------------------
posters, yearbooks, publications, catalogs, programs, media guides, flags,
symbols, pennants, toys, clothing and all other such merchandise of similar type
known generally as novelty or souvenir items which, in each case, bear the logo
of or are directly related to the League or any member teams thereof (including
but not limited to the Team).
(g) Lessor's Souvenirs. "Lessor's Souvenirs" means scorecards,
------------------
posters, yearbooks, publications, catalogs, programs, media guides, flags,
symbols, pennants, toys, clothing and all other such merchandise of similar type
known generally as novelty or souvenir items, other than items constituting
----- ----
Lessee's Souvenirs.
(h) Non-Alcoholic Concessions. "Non-Alcoholic Concessions" means all
-------------------------
food, soft drinks and other similar or related goods and services (other than
alcoholic beverages) which may be offered for sale at the Stadium on Baseball
Days; provided, however, that "Non-Alcoholic Concessions" shall not include any
-------- ------- ---
sales or revenues from skyboxes in Skylands Park or from the recreational
facility, sporting goods store, exhibition hall and other facilities excluded
from the definition of the "Stadium."
(i) Plaza Avails. "Plaza Avails" means those _________ (__)
------------
advertising avails on the plaza (entrance) level of the Stadium designated by
Lessor from year to year for Lessee's use during the Term. Lessor shall have
the right to designate, in advance of the commencement of each year during the
Term, those specific advertising avails which shall constitute the Plaza Avails
during such year of the Term.
(j) Souvenirs. "Souvenirs" means, collectively, Lessee's Souvenirs
---------
and Lessor's Souvenirs.
(k) Stadium. "Stadium" means the baseball stadium known as Skylands
-------
Park, and any successor stadium at the same location known by the same, similar
or different name, together with all parking areas, grass fields, fixtures,
equipment, additions, alterations, improvements, appurtenances and the like
located thereon or related thereto, located generally at the intersection of
U.S. Route 206, New Jersey Route 15, and Sussex County Route 565, all in
Frankford Township, Sussex County, New Jersey; provided, however, that the
-------- -------
"Stadium" shall not include any of the skyboxes in Skylands Park or any of the
---
ancillary buildings or facilities within the complex in which the Stadium is
located, including but not limited to the recreational
2
facility, the sporting goods store, the exhibition hall, and the clubhouse and
administrative building in such complex.
(l) Team. "Team" means the New Jersey franchise in the League, or
----
such other member Team in the League as Lessee may designate, in advance of each
year during the Term, to be the Team during such year of the Term.
(m) Term. "Term" means the Team's 1998, 1999 and 2000 baseball
----
seasons, running from approximately July 1 through approximately September 25 in
each such year. When used in this Agreement, any reference to a year in the
Term refers to such July 1 to September 25 period during the subject calendar
year.
2. TERM. Subject to prior termination in accordance with Section 3 below,
----
the term of this Agreement shall be for (and shall be limited to) the Baseball
Days during the Term, except that Lessee's right to utilize the administrative
office contemplated by Section 5(c) below shall be effective during all normal
business hours of each day during each year in the Term. In the event that any
Team home game is required to be rescheduled due to inclement weather or other
conditions beyond the control of Lessee, or in the event that the Team requires
the Stadium for a home playoff game, then Lessee shall consult with Lessor with
respect to scheduling an alternate date for such cancelled game or scheduling
such home playoff game (as the case may be), and the parties shall cooperate in
good faith to accommodate any such required scheduling; provided, however, that
-------- -------
Lessee recognizes the priority which Lessor is required to accord to the
Cardinals with respect to the Cardinals' home games.
3. TERMINATION.
------------
(a) This Agreement may be terminated:
(i) at the option of Lessor, in the event that Lessee shall fail to
perform any material obligation of Lessee under this Agreement, and such non-
performance shall continue uncured for fifteen (15) days after written notice
thereof to Lessee;
(ii) at the option of Lessee, in the event that Lessor shall fail to
perform any material obligation of Lessor under this Agreement, and such non-
performance shall continue uncured for fifteen (15) days after written notice
thereof to Lessor; or
(iii) at the option of either party, in the event that any material
portion of the Stadium shall be condemned or taken by the exercise of the right
of eminent domain.
(b) Termination of this Agreement (whether upon scheduled expiration,
pursuant to this Section 3, or otherwise) shall be without prejudice to (i) any
all outstanding obligations of the parties accrued hereunder through the
effective date of termination, and (ii) any claims for damages arising out of
the event or cause constituting the basis for such termination.
3
4. RENT.
----
(a) In consideration of the use of the Stadium hereunder, Lessee shall
pay rent to Lessor for each Baseball Day (including any playoff game(s) pursuant
to Section 2 above) at the rate of $1,300 per Baseball Day. Except as otherwise
provided in Section 4(d) below, a doubleheader (i.e., two Team games scheduled
for a single calendar day) shall be treated as two Baseball Days, for which a
separate rental shall be payable for each.
(b) It is contemplated that the Team will play thirty-two (32)
regulation length home games (exclusive of playoff games) during each year of
the Term, resulting in aggregate rent therefor in each year of $41,600
(exclusive of any playoff games). Such annual rent shall be payable (i) as to
the first $20,800 thereof, on or before April 1 of each year during the Term,
and (ii) as to the remaining $20,800 thereof, on or before August 1 of each year
of the Term. In the event that Lessee shall require the use of the Stadium for
Team playoff games, then the rent for each such game pursuant to Section 4(a)
above shall be paid by Lessee to Lessor not less than one (1) business day prior
to the commencement of the Baseball Day on which such playoff game is to be
played. In the event that any rent shall be in arrears at any time, Lessor
shall have the right to offset such outstanding arrearage against the amount of
any payments then or thereafter due and payable pursuant to Section 14 below.
(c) In the event that any Team home game is suspended on a Baseball
Day, Lessor shall not charge Lessee an additional rental fee for the completion
of such suspended game if such suspended game is continued and completed
immediately before or after the regularly scheduled Team home game on a day that
is otherwise a scheduled Baseball Day hereunder. In the event that Lessee
wishes to continue a suspended game on a day that is not otherwise a scheduled
Baseball Day hereunder, the parties shall negotiate in good faith an additional
rental fee that takes into consideration the fee previously paid for that
portion of the suspended game that has already been played, and the additional
costs to Lessor of operating the Stadium on the additional date. Lessee
acknowledges that the availability of the Stadium on non-Baseball Days may be
constrained by prior commitments to the Cardinals and/or other events at the
Stadium.
(d) Lessee shall have the right, in its reasonable discretion, to
postpone games on account of inclement weather, and Lessor shall have the right,
in its reasonable discretion, to determine that the playing field in the Stadium
is or will be rendered unsafe or unplayable (or that the use of the playing
field under prevailing conditions will cause unreasonable damage to such field);
and in any such instance, any Team home game then scheduled shall be postponed.
In the event that any Team home game is postponed due to inclement weather or
other such cause beyond the control of Lessee, Lessee may reschedule such
postponed game as part of a doubleheader on an otherwise scheduled Baseball Day
hereunder (in which event no additional rental shall be payable by Lessee and no
refund of rent shall be payable by Lessor), or Lessee may reschedule such
postponed game for another available date during the subject year of the Term
(subject to availability of the Stadium in each instance). Lessee acknowledges
that the availability of the Stadium on non-Baseball Days may be constrained by
prior commitments to the Cardinals and/or other events at the Stadium.
4
5. LICENSE TO USE.
--------------
(a) In consideration of the rent and other amounts to be received by
Lessor hereunder, Lessor shall permit Lessee to use the Stadium during the Term
for the purpose of the Team playing its regular season home baseball games and
post-season playoff (if any) baseball games (subject to Section 2 above). Such
use shall include the exclusive use, on game days, of the visitor's
clubhouse/locker room (which shall be shared by the Team and the visiting team
for each game). It is understood and agreed that the hours of use of the
Stadium by Lessee for such purposes shall commence no earlier than three (3)
hours prior to the regularly scheduled game time (with all games to be scheduled
to commence at or about 7:00 p.m. local time on all days other than Sundays, and
at or about 1:00 p.m. local time on Sundays, or at such other times as shall be
mutually agreeable to Lessor and Lessee) and shall end no later than one (1)
hour after the actual completion of such game (each, a "Baseball Day"). In the
event that Lessee shall desire to use the Stadium for practice sessions or
otherwise (other than on game days, when Lessee shall have priority use thereof
as set forth herein), it shall discuss in good faith with Lessor the terms and
conditions therefor including, but not limited to, the payment of a separate
rental fee for such uses.
(b) Lessee acknowledges that Lessor is contractually required to
accord scheduling priority to the Cardinals, and that Lessee will be required to
schedule Team games for days (i) on which the Cardinals are not scheduled to
utilize the Stadium, and (ii) which are not one of three (3) open dates reserved
for the Cardinals in each season. In order to assist Lessee in planning the
scheduling of Team games, Lessor shall, promptly after same becomes available,
provide Lessee with a schedule of Cardinals home games for each year during the
Term, and, provided that Lessee submits its scheduling request to Lessor
promptly after receipt of such Cardinals home schedule, Lessor shall accord
priority to Lessee's request over any requested dates of any other tenant or
prospective tenant (exclusive of the Cardinals).
(c) In addition to the use of the Stadium as contemplated by Section
5(a) above, Lessor shall, throughout the Term, provide to Lessee, without
additional charge, the use of a small administrative office (to be designated by
Lessor from year to year) to be used by Lessee for administrative purposes
during normal business hours. Lessee shall be responsible for garbage disposal
and other such services relating to such administrative office, and shall vacate
such office ( leaving same in substantially the condition delivered at the
beginning of the subject year) at the conclusion of each year of the Term.
Lessor shall not be required to provide any utilities to such administrative
office other than electricity to the extent provided by the local power company,
and if Lessee utilizes any other utilities on Lessor's account, Lessee shall
reimburse Lessor for the cost thereof on demand.
6. EXCLUSIVITY. During the term of this Agreement, Lessor shall not lease
-----------
or license the use of the Stadium to any professional women's baseball or
softball league other than Lessee, without Lessee's prior written consent in
each instance. Unless this Agreement shall have been terminated pursuant to
Sections 3(a)(ii) or 3(a)(iii) above, in the event that Lessor shall desire to
license or lease the Stadium to another professional women's baseball or
softball league for all or
5
a material portion of the first baseball season following the expiration of this
Agreement or any subsequent agreement entered into between Lessor and Lessee
pursuant to this Section 6, Lessor shall provide Lessee with a 15-day right of
first refusal to enter into a lease agreement for the Stadium on the same terms
and conditions as the lease proposed to be entered into with such other
professional women's baseball or softball league.
7. MAINTENANCE. Lessor shall, at its expense, do any and all prep work,
-----------
maintenance and cleaning necessary in order that the Stadium (including, without
limitation, the playing field, visitors' clubhouse and locker room, and
spectator areas) shall be in a condition, on Baseball Days, for the practicing,
playing and viewing of baseball that is consistent with the conditions then
prevailing at similarly situated baseball facilities; provided, however, that to
-------- -------
the extent that any maintenance or repairs of Lessor's property are required by
reason of the negligence or misconduct of Lessee or the Team, the cost of such
maintenance or repair shall be chargeable to Lessee and shall be paid by Lessee
to Lessor on demand. In addition, except to the extent that any such clean-up
shall be caused by the negligence or misconduct of Lessee or the Team, Lessor
shall be responsible for the clean-up of the Stadium upon the conclusion of each
Baseball Day.
8. GAME PERSONNEL. Lessee shall provide and pay for any and all ushers,
--------------
ticket takers, ticket sellers, bat and ball boys and girls, PA announcer,
scoreboard operator, concession and Souvenir hawkers, and any and all other
personnel as are necessary to accommodate the public at the Stadium during the
period when Team games are in progress and for appropriate periods before and
afterwards, all in accordance with standards consistent with those then
prevailing at similarly situated baseball facilities.
9. SECURITY. During each Baseball Day, Lessee shall provide and pay for
--------
any and all security personnel necessary to maintain the Stadium, and Lessor's
other property accessible from the Stadium, in a safe and secure condition. Such
personnel shall be sufficient in number to provide a reasonable level of safety
to all spectators and the security of the Stadium and Lessor's other property.
Lessor shall have the right of approval of any security service or personnel
hired by Lessee hereunder, which approval shall not be unreasonably withheld or
delayed.
10. MEDICAL PERSONNEL. During each Baseball Day, Lessee shall provide and
-----------------
pay for appropriate paramedic personnel to be present at the Stadium.
11. PARKING; TRAFFIC CONTROL.
------------------------
(a) Lessor shall have sole control of the parking of motor vehicles at
all of the parking areas adjacent to the Stadium, and shall provide sufficient
numbers of traffic control personnel to adequately direct traffic in the parking
lots and in the vicinity of the Stadium both during and for a reasonable period
of time before and after Team home games at the Stadium. Lessor shall at all
times have the sole and absolute discretion to determine whether or not to
charge fees for parking at Team games, and to determine (subject to the approval
of Lessee, which approval shall not be unreasonably withheld or delayed) the
amount of any such fee; provided, however, that Lessee hereby confirms its
-------- -------
approval, for Team games, of (i) the $3.00 per vehicle charge proposed by Lessor
for the 1998 baseball season, and (ii) any other level of
6
parking fees that may be charged by Lessor from time to time for Cardinals
games. Any and all parking fees shall belong to Lessor.
(b) In the event that Lessor shall determine at any time to cease
charging a parking fee for all or a majority of the events at the Stadium, and
shall instead request that Lessee increase ticket prices to Team games by an
amount reasonably calculated to compensate for the loss of income from parking
revenues, then Lessee shall, during the next full year and any subsequent years
during the Term, effect such increase in ticket prices for Team games; and
within twenty-five (25) days after the close of each calendar month, Lessee
shall (i) provide a written report to Lessor of all incremental amounts so
collected from Team ticket sales, and (ii) pay to Lessor the full amount of all
such incremental collections during such calendar month. Once Lessee has
established any increased ticket price with respect to any year pursuant to this
Section 11(b), Lessor shall not, until the next subsequent year in the Term,
impose any parking fees for parking at Team games.
12. UTILITIES. During each Baseball Day, Lessor shall, at its expense,
---------
furnish all water, gas, electricity (including all playing field floodlights),
and sanitation services, required in connection with the normal use of the
Stadium.
13. TICKET SALES AND ADMISSIONS.
---------------------------
(a) Lessee shall determine the price of, charge and retain any and all
of the revenues from admissions to the Stadium for Team games. Lessee shall be
responsible for, and shall pay when due, all related taxes.
(b) In order to assist Lessee with respect to ticket sales for Team
games, Lessor shall assist Lessee in facilitating arrangements between the
Cardinals and Lessee for the sale of tickets for Team games from the Stadium
ticket office during the normal hours of operation of such ticket office.
Lessee acknowledges that the ticket office is currently operated under the
control of the Cardinals and that any arrangement for the sale of Team tickets
from the Stadium ticket office shall be solely between the Cardinals and Lessee;
and Lessor shall have no responsibility or liability in respect thereof.
14. CONCESSIONS. Lessor and/or its concessionaire(s) shall be entitled to
-----------
provide all Concessions at the Stadium throughout the Term, and to receive and
retain any and all revenues therefrom, provided that Lessor shall, within
twenty-five (25) days after the close of each calendar month during the Term,
(a) provide a written report to Lessee of all Concession revenues during Team
home games at the Stadium during such calendar month, and (b) pay to Lessee an
amount equal to twenty-five (25%) percent of all Concession receipts collected
during Team home games at the Stadium during such calendar month. Lessee
acknowledges that Lessor is not legally permitted to share revenues from
Alcoholic Concessions, and the foregoing payments by Lessor to Lessee are not
intended to constitute a sharing of revenues from Alcoholic Concessions;
nonetheless, in the event that it is legally determined that the formula
payments under this Section 14 constitute a sharing of revenues from Alcoholic
Concessions, Lessor and Lessee shall negotiate in good faith an alternate system
of payments whereby Lessee will receive,
7
as nearly as possible, the amounts that it would otherwise have received but for
the unenforceability of the formula provided herein. Anything elsewhere
contained in this Section 14 to the contrary notwithstanding, to the extent that
Lessor shall not receive its share of gross receipts from its concessionaire(s)
in respect of Baseball Days, Lessor's obligation to remit payments to Lessee
hereunder shall be correspondingly reduced until such time as Lessor receives
payment from its concessionaire(s).
15. SOUVENIRS.
---------
(a) During each Baseball Day, Lessee shall have the exclusive right to
sell Lessee's Souvenirs at sales tables or booths or by hawkers located within
the Stadium; provided, however, that nothing herein contained shall be deemed to
-------- -------
restrict or impair in any manner the operation of or goods offered and sold in
the sporting goods store operated by Lessor (including any successor or
assignee) adjacent to the Stadium premises. Lessor shall permit Lessee the use
of reasonable space within the Stadium premises at which to set up sales tables
or booths for the sale of Lessee's Souvenirs. Lessee shall be responsible for
supplying, and shall be entitled to any and all revenues derived from, the sale
of Lessee's Souvenirs. In no event and under no circumstances shall Lessee sell
any Souvenirs other then Lessee's Souvenirs in or about the Stadium.
(b) In the event that Lessee shall request Lessor to sell any of
Lessee's Souvenirs in the sporting goods store described in Section 15(a) above,
and Lessor agrees to do so in its sole and absolute discretion, then (i) such
Lessee's Souvenirs shall be consigned by Lessee to such sporting good store for
sale at such prices as shall be designated by Lessee, (ii) all risk of loss in
respect of such Lessee's Souvenirs shall remain with Lessee while such Lessee's
Souvenirs are on consignment, and (iii) Lessor shall be entitled to retain, out
of the proceeds of sales of such Lessee's Souvenirs, a commission equal to 25%
of such sale proceeds (with the remaining 75% of such sale proceeds in any month
to be remitted to Lessee within twenty-five (25) days after the close of such
calendar month).
16. PLAZA AVAILS.
------------
(a) During the Term, Lessee shall have the right to sell advertising
on the Plaza Avails (as same are constituted from time to time), and shall be
entitled to any and all revenues therefrom. Lessee shall be responsible for
maintaining such Plaza Avails during the Term (including substituting or
replacing advertising in accordance with its agreements with advertisers), and
shall promptly remove all such advertising upon the conclusion of the Term. In
no event and under no circumstances shall Lessee enter into any commitment for
advertising on any Plaza Avails for any period extending beyond the Term.
8
(b) Anything contained in Section 16(a) above to the contrary
notwithstanding, Lessee shall, prior to soliciting any sponsor or commitment
with respect to advertising on any of the Plaza Avails, discuss with Lessor the
identity and business of the proposed advertiser and the nature of the proposed
advertising; and if, in Lessor's reasonable judgment, any such advertising shall
conflict with any contracts or other commitments with respect to any other
advertising in or about the Stadium, Lessor shall have the right to direct
Lessee not to solicit or enter into the proposed advertising commitment.
17. BROADCAST RIGHTS. Lessor shall provide and maintain suitable radio,
----------------
television, and press facilities at the Stadium. During the Term, Lessee shall
have the exclusive right to contract and arrange for all radio and television
broadcast rights for the Team's game day activities at the Stadium, and to
retain any and all revenues therefrom. Other then providing the facilities
within the Stadium from which broadcasts may be made, Lessor shall have no
liability or obligation hereunder with respect any broadcasting of Team games;
and without limitation of the foregoing, Lessee shall be solely responsible for
all signal feeds, line charges, broadcast connections, network fees and other
costs and expenses relating to any broadcast of Team games.
18. ALTERATIONS. Lessee shall not make any alterations, changes or
-----------
improvements to the Stadium, and shall not suffer or permit any mechanic's or
materialmen's lien to be placed on the Stadium or the underlying land by reason
of any action taken by or at the behest of Lessee. Lessor shall at all times
have the right to make alterations and/or changes to the Stadium and related
facilities, so long as the Stadium remains usable for the conduct of the Team's
home games in accordance with the standards provided herein.
19. INSURANCE. Throughout the Term, (a) Lessor shall maintain
---------
comprehensive general liability and property and casualty insurance in such
amounts as Lessor may determine from time to time, and (b) Lessee shall maintain
comprehensive public liability and indemnity insurance in an amount not less
than $1,000,000 in the aggregate, which policy or policies shall name Lessor as
an additional insured and shall not be cancelable as to Lessor without thirty
(30) days' prior written notice to Lessor. Lessee shall provide a certificate
or certificates of such insurance to Lessor at any time and from time to time
upon request therefor.
20. COMPLIANCE WITH LAW. Each party hereby agrees to comply with all
-------------------
laws, ordinances, rules or regulations of any federal, state, county, city or
other governmental authority in connection with the exercise of the rights and
performance of the obligations hereunder. Lessor shall comply with all laws,
ordinances, rules or regulations applicable to maintaining the Stadium
facilities. Lessee shall comply with all laws, ordinances, rules or regulations
applicable to its use and occupancy of the Stadium facilities.
21. REPRESENTATIONS AND WARRANTIES.
------------------------------
(a) Lessor hereby represents and warrants that:
(i) it has all necessary rights, licenses and authorizations to
carry out the terms of this Agreement;
9
(ii) it has full power and authority to enter into this Agreement and
to make and perform its covenants, representations and undertakings contained
herein; and
(iii) the individual who has signed this Agreement on behalf of
Lessor has been duly authorized to do so.
(b) Lessee hereby represents and warrants that:
(i) it has all the necessary rights, licenses, and authorizations
to carry out the terms of this Agreement;
(ii) it has full power and authority to enter into this Agreement and
to make and perform its covenants, representations and undertakings contained
herein; and
(iii) the individual who has signed this Agreement on behalf of
Lessee has been duly authorized to do so.
22. INDEMNIFICATION. Each party shall defend, indemnify and hold harmless
---------------
the other party and its officers, directors, employees and agents from and
against any and all costs, claims, damages, losses, liabilities and expenses
(including but not limited to reasonable attorneys' fees) arising out of or
related to any breach or non-performance by the indemnifying party of any of its
obligations under this Agreement.
23. FORCE MAJEURE. Neither party shall be liable to the other because of
-------------
any failure to perform under this Agreement to the extent that such failure is
caused by fire, earthquake, flood or any other acts of God, governmental
regulations or restrictions, governmental taking, vandalism, strike, labor
stoppage or any other cause or condition, whether similar or dissimilar to any
of the foregoing, beyond the reasonable control of such party. If Lessor fails
or refuses to rehabilitate or rebuild the Stadium to usable condition within a
reasonable time after damage or destruction by any event of the type described
in this Section 23, then Lessee may terminate this Agreement, without any
penalty or damages whatsoever, by giving fifteen (15) days' written notice to
Lessor. Any termination under this Section 23 shall be without prejudice to the
outstanding obligations of the parties accrued hereunder prior to the effective
date of termination.
24. EMINENT DOMAIN. In the event of any governmental taking of the
--------------
Stadium or any portion thereof, or of the land (or any portion thereof) on which
the Stadium is situated, any and all condemnation awards and other proceeds
therefrom shall, as between Lessor and Lessee, be the sole property of Lessor.
25. RELATIONSHIP OF PARTIES. Nothing herein contained shall be deemed to
-----------------------
create any relationship of joint venturers, partners, principal and agent, or
otherwise as between the parties. Neither party shall have any right, or shall
purport in any manner, to create any obligation on behalf of the other party.
10
26. NOTICES. Any notices, requests, demands or other communications
-------
required or permitted under this Agreement shall be in writing and shall be
deemed to have been given when delivered personally, one (1) day after being
deposited with a recognized overnight courier service with all charges prepaid
or billed to the sender, or three (3) days after being mailed by certified mail,
return receipt requested, addressed to the party being notified at the address
of such party first set forth above, or at such other address as such party may
hereafter have designated by notice; provided, however, that any notice of
-------- -------
change of address shall not be effective until its receipt by the party to be
charged therewith.
27. GENERAL.
-------
(a) Neither this Agreement nor any of the terms or conditions hereof
may be waived, amended or modified except by means of a written instrument duly
executed by the party to be charged therewith. Any waiver or amendment shall
only be applicable in the specific instance, and shall not constitute or be
construed as a waiver or amendment in any other or subsequent instance. No
failure or delay on the part of either party in respect of any enforcement of
obligations hereunder shall in any manner affect such party's right to seek or
effect enforcement at any other time or in respect of any other required
performance.
(b) Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the express prior written consent of the
other party.
(c) The captions and paragraph headings used in this Agreement are for
convenience of reference only, and shall not affect the construction or
interpretation of this Agreement or any of the provisions hereof.
(d) This Agreement, and all matters or disputes relating to the
validity, construction, performance or enforcement hereof, shall be governed by
and construed in accordance with the laws of the State of New Jersey.
(e) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Neither party may assign any of its rights or obligations hereunder
without the prior written consent of the party (which consent may be withheld in
such party's sole and absolute discretion).
(f) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original hereof, but all of which
together shall constitute one and the same instrument.
(g) In the event of any dispute under or arising out of this
Agreement, the prevailing party in such dispute shall be entitled to recover
from the non-prevailing party or parties, in addition to any damages and/or
other relief that may be awarded, its reasonable costs and expenses (including
reasonable attorneys' fees) incurred in connection with prosecuting or defending
the subject dispute.
11
(h) This Agreement constitutes the sole and entire agreement and
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior discussions, agreements and understandings of every kind
and nature between them as to such subject matter.
(i) This Agreement is intended for the sole and exclusive benefit of
the parties hereto and their respective successors and permitted assigns, and no
other person or entity shall have any right to rely on this Agreement or to
claim or derive any benefit herefrom absent the express written consent of the
party to be charged with such reliance or benefit.
(j) If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall thereupon be deemed modified only
to the extent necessary to render same valid, or not applicable to given
circumstances, or excised from this Agreement, as the situation may require; and
this Agreement shall be construed and enforced as if such provision had been
included herein as so modified in scope or application, or had not been included
herein, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the date first set forth above.
MILLENNIUM SPORTS MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Print Name: Xxxxx X. Xxxxxx
------------------
Title: President
-----------------------
LADIES LEAGUE BASEBALL
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Print Name: Xxxxxxx X. Xxxxxx
--------------------
Title: President
------------
12