HomeMy WebLinkAboutContract # : C-6368-1 - CHICAGO WHITE SOX; LA DODGERS; CONTRIBUTION ASSIGNMENT AGREEMENT - Execution Date: 11/28/2008 ■ ■
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Contract # Date Purge Date
6368-1 11/28/2008
Name(s)
CHICAGO WHITE SOX LTD (CONTRIBUTION + ASSIGNMENT AGREEMENT)
LOS ANGELES DODGERS LLC
CAMELBACK SPRING TRAINING LLC
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Job # Job # Job #
Resolution # Resolution # Resolution #
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RD (12-18-08)
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CITY CLERK
ORIGINAL C-6368-1
11/28/2008
CONTRIBUTION AND ASSIGNMENT AGREEMENT
THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT (this "Agreement"),
dated as of November, 2008, is by and among Chicago White Sox, Ltd., an Illinois limited
partnership (the "White Sox"), Los Angeles Dodgers LLC, a Delaware limited liability company
(the "Dodgers" and along with the White Sox, each, a "Transferor" and collectively, the
"Transferors"), and Camelback Spring Training LLC, a Delaware limited liability company (the
"Transferee").
RECITAL
A. The Transferors, along with the City of Glendale, a municipal corporation of the
State of Arizona (the "City"), are party to that certain Facility Development Agreement (the
"FDA") and that certain Facility Use Agreement(the "FUA"), each dated as of November 2, 2007.
B. The Transferors formed the Transferee under the provisions of the Delaware Limited
Liability Company Act and now desire to assign and transfer to the Transferee, as a contribution to
the capital of Transferee, all of their right, title and interest in and to the FDA and the FUA in
exchange for equity interests in the Transferee as contemplated by Section 3.2(a) of the Limited
Liability Company Agreement of Transferee, dated as of the date hereof(the "LLC Agreement"),
and the Transferee desires to accept such right, title and interest and to assume the liabilities of the
Transferors relating thereto in exchange for equity interests, all upon the terms and conditions set
forth herein.
AGREEMENT
In consideration of the premises and the mutual representations, warranties and covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
ARTICLE I
THE TRANSACTION
1.1. Transfer of Contract Rights. The Transferors hereby assign, grant, transfer, sell and
deliver to the Transferee, and the Transferee hereby accepts from the Transferors, as a contribution
to the capital of the Transferee, all of the Transferors' right, title and interest in, to and under the
FDA and the FUA (the "Contributed Rights"). In consideration therefor, the Transferee shall
issue to each Transferor an equity interest in the Transferee consisting of Units (as defined in the
LLC Agreement) on the terms and conditions set forth in the LLC Agreement, which shall be
credited as fully paid on the books and records of the Transferee.
1.2. Assumption of Liabilities. The Transferee hereby assumes and agrees to perform in
accordance with, and be bound by, all of the covenants, terms and obligations of the Transferors set
forth in the FDA and the FUA (the"Assumed Liabilities").
1.3 Further Assurances. Each Transferor hereby covenants and agrees that, upon the
request of the Transferee, it shall do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, all such further acts, assignments, transfers, deeds,
assurances and instruments as the Transferee may reasonably request, to assign and transfer the
Contributed Rights to the Transferee, to assure to the Transferee the continued possession, control
and enjoyment of the Contributed Rights and otherwise to effectuate this Agreement. The
Transferee hereby covenants and agrees that, upon the request of a Transferor, it shall do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such
further acts, assignments, transfers, assurances and instruments as the Transferor may reasonably
request, to ensure the assumption of the Assumed Liabilities by the Transferee and otherwise to
effectuate this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF TRANSFERORS
Each Transferor hereby represents and warrants to the Transferee as follows:
2.1. Authority. Such Transferor has the right, power and authority to execute and deliver
this Agreement and to transfer the Contributed Rights and Assumed Liabilities being transferred by
such Transferor hereunder.
2.2. Validity. This Agreement has been duly executed and delivered by such Transferor
and constitutes the valid,binding and enforceable obligation of such Transferor.
2.3. Title to Contributed Rights. Each Transferor owns all right, title and interest in and
to all of the Contributed Rights to be transferred by Transferor. Upon the consummation of the
transactions contemplated by this Agreement, such Transferor will have conveyed and Transferee
will be vested with all right, title and interest in and to the Contributed Rights.
2.4 Agreement will not Breach any Contract. The execution and delivery of this
Agreement and the performance of the obligations imposed hereunder by such Transferor will not
result in a breach by such Transferor of any of the terms or provisions of, or constitute a default
under, its partnership agreement, limited liability company agreement or operating agreement, as
applicable, League Documents (as defined in the LLC Agreement) or any indenture, mortgage, deed
of trust or other contract, agreement or instrument to which such Transferor is a party or by which
such Transferor or any of its properties are bound, or result in a violation of any order, decree or
judgment of any court or governmental agency having jurisdiction over such Transferor or its
properties, and no consent or authorization by any party is required in connection with the execution
and delivery of this Agreement by such Transferor or the performance by such Transferor of its
obligations hereunder, except for those that have already been, or are simultaneously herewith being
obtained. Notwithstanding the foregoing, to the extent the consent of a third party that has not been
obtained is required in connection with the execution and delivery of this Agreement by such
Transferor or the performance by such Transferor of its obligations hereunder, such Transferor shall
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cooperate with the Transferee to establish arrangements that provide Transferee with the benefits,
risks and burdens contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF TRANSFEREE
The Transferee hereby represents and warrants to the Transferors:
3.1. Authority. The Transferee has the right, power and authority to execute and deliver
this Agreement and to carry out the transactions contemplated hereby.
3.2. Validity. This Agreement has been duly executed and delivered by the Transferee
and constitutes the valid,binding and enforceable obligation of the Transferee.
3.3 Agreement will not Breach any Contract. The execution and delivery of this
Agreement and the performance of the obligations imposed hereunder by the Transferee will not
result in a breach by the Transferee of any of the terms or provisions of, or constitute a default
under, its limited liability company agreement, League Documents or any indenture, mortgage,
deed of trust or other contract, agreement or instrument to which the Transferee is a party or by
which the Transferee or any of its properties are bound, or result in a violation of any order, decree
or judgment of any court or governmental agency having jurisdiction over the Transferee or its
properties, and no consent or authorization by any party is required in connection with the execution
and delivery of this Agreement by the Transferee or the performance by the Transferee of its
obligations hereunder, except for those that have already been, or are simultaneously herewith being
obtained. Notwithstanding the foregoing, to the extent the consent of a third party that has not been
obtained is required in connection with the execution and delivery of this Agreement by the
Transferee or the performance by the Transferee of its obligations hereunder, the Transferee shall
cooperate with the Transferors to establish arrangements that provide the Transferors with the
benefits,risks and burdens contemplated hereby.
ARTICLE IV
GENERAL PROVISIONS
4.1. Amendments and Waiver. No amendment, waiver or consent with respect to any
provision of this Agreement shall in any event be effective, unless the same shall be in writing and
signed by the parties hereto, and then such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
4.2. Survival. All representations, warranties, covenants and agreements contained in
this Agreement shall survive the date hereof indefinitely.
4.3. Successors and Assigns. This Agreement shall bind and inure to the benefit of the
parties named herein and their respective successors and assigns.
4.4. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona,without regard to principles of conflicts of law thereof
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4.5. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute one and the same
instrument. This Agreement may be executed and delivered by facsimile or .pdf signature, which
signature shall be deemed to be an original.
4.7 Entire Agreement. This Agreement and the LLC Agreement set forth the entire
agreement and understanding between the parties, and supersede any prior agreement or
understanding,whether oral or written,relating to the subject matter of this Agreement.
[Remainder of Page Intentionally Left Blank.
Signature Page Follows.]
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IN WITNESS WHEREOF, each of the parties has caused this Contribution and
Assignment Agreement to be executed on its behalf as of the date first written above.
Transferors:
CHI ft
�.OITfESI I/ LTD.
By: GG
Nam:./s,A .Boys
Title: /i° $ �il/t/4ti hilly #J/,eam
LOS ANGELES DODGERS LLC
By:
Name:
Transferee:
CAMELBACK SPRING TRAINING LLC
By:
Name:
Title:
The undersigned hereby (i) consents, including for purposes of Article 10 of the FUA and Section
12.1 of the FUA, to the assignment and assumption of the Contract Rights and Assumed Liabilities
reflected herein as of the date first written above, subject to the execution and delivery by the
Transferors of the Guaranty Agreement being entered into with the undersigned and Western Loop
101 Public Facilities Corporation in connection herewith and (ii) acknowledges that all notices
delivered pursuant to the FDA or the FUA to the Transferee after such assignment and assumption
shall be delivered to the Transferee at 10710 W. Camelback Road, Phoenix, Arizona 85037.
CITY OF GLENDALE Approved as to form:
���eetal
Y). f J
By:
Name: Ed Beasley // - f
Title: City Manager Craig iniall
City Attorney
60668656
IN WITNESS WHEREOF, each of the parties has caused this Contribution and
Assignment Agreement to be executed on its behalf as of the date first written above.
Transferors:
CHICAGO WHITE SOX, LTD.
By:
Name:
Title:
^LOS ANGELES DODGERS LLC
Name: Frank H MrCnnrt. Jr
Transferee:
CAMELBACK SPRING TRAINING LLC
By:
Name:
Title:
The undersigned hereby (i) consents, including for purposes of Article 10 of the FUA and Section
12.1 of the FUA, to the assignment and assumption of the Contract Rights and Assumed Liabilities
reflected herein as of the date first written above, subject to the execution and delivery by the
Transferors of the Guaranty Agreement being entered into with the undersigned and Western Loop
101 Public Facilities Corporation in connection herewith and (ii) acknowledges that all notices
delivered pursuant to the FDA or the FUA to the Transferee after such assignment and assumption
shall be delivered to the Transferee at 10710 W. Camelback Road, Phoenix, Arizona 85037.
CITY OF GLENDALE
By:
Name:
Title:
60668656
IN WITNESS WHEREOF, each of the parties has caused this Contribution and
Assignment Agreement to be executed on its behalf as of the date first written above.
Transferors:
CHICAGO WHITE SOX, LTD.
By:
Name:
Title:
LOS ANGELES DODGERS LLC
By:
Name:
Transferee:
CAMEL s AC SPRING RAINING LLC
By:
LI £ .I %
Nam-:
Title: art
The undersigned hereby (i) consents, including for purposes of Article 10 of the FUA and Section
12.1 of the FUA, to the assignment and assumption of the Contract Rights and Assumed Liabilities
reflected herein as of the date first written above, subject to the execution and delivery by the
Transferors of the Guaranty Agreement being entered into with the undersigned and Western Loop
101 Public Facilities Corporation in connection herewith and (ii) acknowledges that all notices
delivered pursuant to the FDA or the FUA to the Transferee after such assignment and assumption
shall be delivered to the Transferee at 10710 W. Camelback Road, Phoenix, Arizona 85037.
CITY OF GLENDALE
By:
Name:
Title:
60668656