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HomeMy WebLinkAboutContract # : C-6368-1 - CHICAGO WHITE SOX; LA DODGERS; CONTRIBUTION ASSIGNMENT AGREEMENT - Execution Date: 11/28/2008 ■ ■ 42748 9281 City 's Office Contract Indexing Form GLENt 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 Location Job # Job # Job # Resolution # Resolution # Resolution # Index Sy RD (12-18-08) Scanned By Mcrofilmed By ■ ■ 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 2 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 3 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.] 4 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