Contract # : C-6368-2 - CHICAGO WHITE SOX; LA DODGERS; GUARANTY AGREEMENT - Execution Date: 11/28/2008 42748 9300
City 's office
Contract Indexing Form GLEN ?
Contract # Date Purge Date
6368-2 11/28/2008
Name(s)
CHICAGO WHITE SOX LTD (GUARANTY AGREEMENT)
LOS ANGELES DODGERS LLC
WESTERN LOOP 101 PUBLIC FACILITIES CORPORATION
Location
Job # Job # Job #
Resolution # Resolution # Resolution #
Index By
RD (12-18-08)
Scanned By
Mcrofilmed By
■ ■
CITY CLERK
ORIGINAL 1�2g 2008
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT is made as of the G`I day of November, 2008,by and between the CHICAGO
WHITE Sox, LTD., an Illinois limited partnership, and Los ANGELES DODGERS LLC, a Delaware limited liability
company (each,individually, a "Team," and,collectively, the "Teams"), and CITY OF GLENDALE,an Arizona municipal
corporation ("Glendale"),and WESTERN LOOP 101 PUBLIC FACILITIES CORPORATION,an Arizona non-profit municipal
property corporation(also known as a 63-20 corporation) ("Western Loop").
RECITALS
A. Glendale and the Teams have entered into a Facility Development Agreement, which was filed with the
Glendale City Clerk as Document No. C-6261 on November 2,2007 ("FDA"), for the purpose of establishing
the agreement among the parties as to the design, development and construction of the Glendale Spring
Training Facility(the"Facility")in Phoenix,Arizona for use by the Teams.
B. Glendale and the Teams have entered into a Facility Use Agreement,which was filed with the Glendale City
Clerk as Document No. C-6368 on November 2, 2007, for the purpose of establishing the agreement among
the parties as to the use,operation,and maintenance of the Facility("FUA").
C. Western Loop was created by Glendale to own,and is constructing,the Facility and Glendale has transferred,
or will transfer,its rights and interests in the FDA and FUA to Western Loop in accordance therewith.
D. The Teams have formed an entity, Camelback Spring Training L.L.C. ("Camelback"),under the provisions of
the Delaware Limited Liability Company Act and desire to assign and transfer to Camelback all of their rights
and interests in and to the FDA and the FUA.
E. The Teams desire to and do hereby guarantee full and complete performance of and payment by Camelback of
any obligation or liability that arises under the FDA and the FUA.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and representations and the mutual covenants and
conditions in this Agreement,the parties agree as follows:
1. Guaranty.
1.1 Performance. The Teams, jointly and severally with respect to collective obligations of the Teams
under the FDA and FUA, and severally, and not jointly, with respect to individual obligations of a
Team under the FDA and FUA,hereby unconditionally and irrevocably guarantee timely performance
of any and all obligations of Camelback to Glendale or Western Loop under the FDA and the FUA.
1.2 Payment. The Teams,jointly and severally with respect to payments that are collective obligations of
the Teams under the FDA and FUA,and severally,and not jointly,with respect to payments that are
individual obligations of a Team under the FDA and FUA, hereby unconditionally and irrevocably
guarantee timely payment of any and all amounts due from Camelback to Glendale or Western Loop
under the FDA and FUA.
1.3 Term. The obligation and liabilities of the Teams under this Guaranty are and will remain in full
force and effect during the term of the FDA and during the term of the FUA, including any
extensions thereto, and will be effective regardless of subsequent amendments to the FDA or the
FUA.
1.4 Nature of Obligations.
(A) The Teams' obligations hereunder are joint and several to the extent set forth in Section 1.1
or 1.2, unconditional, irrevocable, and continuing, and the Teams accept the full range of
risk that arises from or is encompassed within such a guaranty.
(B) The obligations of the Teams as set forth herein are binding upon the Teams and the Teams'
successors and assigns.
1
(C) The obligations of the Teams under this Guaranty shall not be discharged or impaired by the
acts, failure or omissions on the part of Glendale (other than defenses Camelback may have
against its failure to make a payment or perform an obligation under the FUA or FDA),
whether or not the Teams have notice or have agreed to such acts, failures, or omissions,
and which might otherwise have the effect of releasing the Teams from their obligation
under this Guaranty.
(D) The obligations of the Teams under this Guaranty shall not be discharged or impaired by
any of the following:
(1) Voluntary or involuntary liquidation,dissolution, sale,or other disposition of all or
substantially all of the assets of the Teams or Camelback;
(2) Marshaling of asset and liabilities,receivership,insolvency,bankruptcy, assignment
of the benefit of creditors,reorganization,arrangement,composition with creditors
or readjustments of any debt obligation, or other similar proceedings affecting the
Teams, Camelback, any affiliated entity of either of the Teams or Camelback, or
any of their respective assets;
(3) Any contest of the validity of this Guaranty in any proceeding relating to these
types of events;
(4) Any release, limitation, discharge, or cessation of all or any portion of the
obligations of the Teams under this Guaranty due to any statute,regulation,or rule
of law;or any invalidity or unenforceability in whole or in part of any provision of
the FDA or the FUA;
(5) Any defense, setoff, counterclaim, claim of recoupment, reduction, diminution,
discharge, or exoneration, or any other defense of any kind or nature, other than
defenses Camelback may have against its failure to make a payment or perform an
obligation under the FUA or FDA, that the Teams or Camelback may have or
assert with respect to this Guaranty, including, but not limited to, any defense of
incapacity or lack of authority of the Teams to enter into this Guaranty or to
perform or pay the liabilities and obligations contained herein, or based on any
omission, statute of limitations, failure of consideration, accord and satisfaction to
which the Teams are not a party, delay, or inadequacy of consideration or notice,
whether entire or partial, under this Guaranty or the existence of any defense to
enforcement hereof other than partial performance of the Teams or defenses
Camelback may have against its failure to make a payment or perform an obligation
under the FUA or FDA;
(6) Any failure or delay by Glendale or Westem Loop to exercise rights or remedies
against the Teams hereunder;or any agreement not to sue any party(other than the
Teams under this Guaranty); or Glendale or Western Loop's failure, refusal, to
delay in enforcing any provision of the FDA or the FUA or this Guaranty; or
Glendale or Western Loop's suspension of the right to enforce the FDA or the
FUA; or any transfer, waiver, subordination, compromise, extension, renewal,
discharge, exchange, substitution, reconveyance, abandonment, release, settlement,
amendment, or modification of or under the FDA or the FUA in accordance
therewith,whether made with or without the knowledge of consent of the Teams.
(E) Without limiting the terms or provisions of this Guaranty,it is understood and agreed that in
order to hold the Teams liable hereunder, there is no obligation whatsoever for Glendale or
Western Loop to secure, setoff, or otherwise recognize any payment or obligation of any
other person or entity.
(F) To the extent the Teams make any payment in order to fulfill an obligation of the FDA or
the FUA and such payment is invalidated, voided, dishonored, declared fraudulent or
preferential, set aside, or required to be repaid, in whole or in part, the Teams' obligation
2
with respect to that payment will be revived and continued in full force and effect as if such
payment had not been made.
(G) Glendale and Western Loop may, at their election, exercise any right or remedy they may
have against the Teams or any other person,without affecting or impairing in any way the
obligation or liability of the Teams hereinunder, except to the extent the Teams' obligation
or liability hereunder has been paid in full or otherwise satisfied as required by the provisions
of this Guaranty; and the Teams hereby waive any defense to the enforcement of this
Guaranty arising out of the absence, impairment, or loss of any tight of reimbursement,
contribution or subrogation or any other right of remedy of the Teams against another as a
result of Glendale or Western Loop's election.
(H) The Teams waive to the fullest extent permitted by law any defense arising as a result of
Glendale or Western Loop's election in any proceeding instituted under the United States
Bankruptcy Code of the application of§ 1111(b)(2) of the United States Bankruptcy Code
(as amended or superseded);any use of the cash collateral under§ 363 of the United States
Bankruptcy Code (as amended or superseded); any agreement or stipulation with respect to
the provision of adequate protection in any bankruptcy proceeding; any objection to or
defense arising as a result of bankruptcy,liquidation,or dissolution proceedings commenced
by or against Camelback, including any discharge of or bar to stay against collecting all or
any of the liability hereunder or under the FDA or the FUA.
(1) Teams waive with respect to this Guaranty,to the fullest extent permitted by law,any rights
under the provision of A.R.S. §§12-1641 et.seq.,44-142,47-3605,and the Arizona Rule of
Civil procedure,Rule 1 (0(as amended or superseded).
2. Additional Obligations of the Teams.
2.1 Contracts. The Teams will timely notify Glendale and Western Loop 101 of the assignment or
transfer to Camelback of any agreements other than the FDA and the FUA that have been made
between either of the Teams and Glendale or Western Loop or among both the Teams and Glendale
or Western Loop.
2.2 Insurance. Each Team will assure that any of such Team's insurance requirements of the FDA and
the FUA will be fulfilled by Camelback and will indemnify,hold harmless, and defend Glendale and
Western Loop for and against any liability accruing to Glendale or Western Loop as a result of the
failure to assure that the Camelback fulfills all of such Team's insurance requirements of the FDA and
the FUA.
2.3 Warranties and Representations. All of a Team's warranties and representations to Glendale
provided in the FDA and the FUA will be effective against Camelback and such Team will guarantee,
indemnify,hold harmless, and defend Glendale and Western Loop if any warranty or representation
of such Team in the FDA or FUA is found to be untrue or determined to be invalid.
3. Teams' Warranties and Representations. With respect to this Guaranty, each Team warrants and
represents that:
3.1 Such Team has the full right, power and authorization to enter into and perform this Guaranty and
the obligations and undertakings of such Team under this Guaranty, and the execution,delivery and
performance of this Guaranty by such Team, has been duly authorized and agreed to in compliance
with each of its organizational documents.
3.2 All consents and approvals necessary for the execution,delivery and performance of this Guaranty by
such Team have been obtained by such Team, and no further action needs to be taken by such Team
in connection with such execution,delivery and performance.
3.3 Such Team will execute and acknowledge,when appropriate, all documents and instruments and take
all actions necessary to implement,evidence,and enforce this Guaranty.
3.4 As of the date of this Guaranty, such Team knows of no litigation, proceeding or investigation
pending or threatened against or affecting it, which could have a material adverse affect on its
3
performance under this Guaranty, that has not been disclosed in writing to Glendale and Western
Loop. Furthermore,as of the date of this Guaranty, such Team is not in default or facing imminent
default with any lender of such Team.
3.5 This Guaranty (and each undertaking of such Team contained herein) constitutes a valid,binding and
enforceable obligation of such Team,enforceable against such Team according to its terms,except to
the extent limited by bankruptcy,insolvency and other laws of general application affecting creditors'
rights and by equitable principles,whether considered at law or in equity.
3.6 The execution, delivery and performance of this Guaranty by such Team is not prohibited by, and
does not conflict with,any other agreements,instruments,judgments or decrees to which such Team
is a party or to which it is otherwise subject.
4. Notices.
(A) Delivery of Notices. Except as otherwise required by law, any notice, demand or other
communication given hereunder, must be given in accordance with the notice provision of
the FUA,except that the addressee substituted for the Teams'address in the FUA will be:
Vice President—Facility
Camelback Spring Training L.L.C.
Camelback Ranch Baseball Glendale
10710 W. Camelback Road,Phoenix,Arizona 85037
(B) Waiver. The Teams waive any defense with respect to the lack or delay of any notice to the
Teams if any notice required by the FDA or the FUA to be given by Glendale or Western
Loop has been given to Camelback in accordance with the provisions of the FDA and the
FUA.
5. Miscellaneous Provisions.
5.1 Amendment. No change or addition is to be made to this Guaranty except by written amendment
executed by the parties and approved by the Glendale City Council.
5.2 Severability.
(A) The execution, delivery and performance of this Guaranty are in compliance with all
applicable laws; however, in the unlikely event that any provision of this Guaranty is
declared void or unenforceable (or is construed as requiring Glendale, Western Loop or a
Team to do any act in violation of any applicable laws, constitutional provision, law,
regulation, Glendale City Charter or Glendale ordinances), that provision will be excised
from this Guaranty without any further action of the parties and the remaining provisions of
this Guaranty will remain in full force and effect so long as this Guaranty as reformed, and
to the extent reasonably possible,provides essentially the same rights and benefits(economic
and otherwise) to,but do not increase the obligations of,the parties as if the severance and
reformation were not required.
(B) In the event of the severance of a provision and reformation of this Guaranty, the parties
will do all acts and to execute all amendments, instruments, and consents necessary to
accomplish and to give effect to the original intent and purposes of this Guaranty and to not
negatively impact any of the financial arrangements made hereunder and in reliance
hereupon; provided that such acts and documents do not increase the obligations of the
parties under this Guaranty.
5.3 Construction.
(A) The terms and provisions of this Guaranty will be interpreted and construed in accordance
with their usual and customary meanings.
(B) The parties waive the application of any rule of law which would otherwise be applicable in
connection with the interpretation and construction of this Guaranty that ambiguous or
4
•
•
conflicting terms or provisions contained in this Guaranty will be interpreted or construed
against the party who prepared the Guaranty.
5.4 Governing Law. This Guaranty will be governed by and construed and interpreted in accordance
with the laws of the State of Arizona notwithstanding any rules pertaining to conflicts of laws or any
decision to the contrary.
5.5 Time is of the Essence. Time is of the essence of this Guaranty and each provision hereof.
5.6 Attorneys' Fees and Costs. In the event of commencement of a legal action to enforce any
covenant or any of the parries' rights or remedies under this Guaranty, including any action for
declaratory or equitable relief, the prevailing party in that action will be entitled to reimbursement of
its reasonable attorneys' fees and court costs,including the costs of expert witnesses, transportation,
lodging and meal costs of the parties and witnesses, costs of transcript preparation and other
reasonable and necessary direct and incidental costs of such dispute.
5.7 Waivers. No waiver of any right will be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.
5.8 Integration. Except as expressly provided herein, this Guaranty constitutes the entire agreement
between the parties pertaining to the subject matter hereof and all prior and contemporaneous
agreements,representations,negotiations,practices,actions,and understandings of the parties,oral or
written,pertaining to the subject matter hereof are hereby superseded.
5.9 Assignment. This Guaranty may not be assigned except(i) to the same extent and in the same
manner as a party may assign its interest in the FDA or FUA in accordance therewith(including,
without limitation,a Team may assign its obligations hereunder to any party who,with the approval
of Major League Baseball,acquires such Team's franchise)or(ii)to any replacement Major League
Baseball team that,in accordance with the FUA,plays it home Spring Training games at the Facility.
Furthermore,to the extent the FUA is terminated or expires with respect to one Team but not the
other Team(e.g.,if the option to renew the term of the FUA is exercised for just one of the Teams),
such Team shall have no further obligations under this Guaranty with respect to any obligations or
liabilities of Camelback that arise after such termination or expiration of the FUA.
[Signatures continue on the followingpagel
5
IN WITNESS WHEREOF,the parties have caused this Guaranty to be duly executed on or as of the day and year first
above written.
CHI I • WIfITE SOX, 1/ P.,an Illinois limited partnership
By: 11 �" ; 4 (/V .l j� A
Name:.�/ e. . 4
Its: 71 f. SZLAfr /AT No 'my �gb6/;
STATE OF 4r'I'INUIS ) V
) ss.
County of COV&( )
The foregoing instrument was acknowledged before me this 30 day of &7v 6 R.. ,2008,by
3R-0 k--6 8U'/ee. , the LP, "- CIIIFF of the CHICAGO WHITE SOX, LTD., an Illinois Limited
Partnership. in K TG. 0 F-teat.
NotaryPu4c OFFICIAL SEAL
AL
My Commission Expires: NANCY Nie oftAay Public-State Wools
My Commission Expiate May 26,2012
LOS ANGELES DODGERS LLC,a Delaware limited liability company
By:
Name:
Its:
STATE OF
) ss.
County of
The foregoing instrument was acknowledged before me this day of ,2008,by
,the of the LOS ANGELES DODGERS LLQ a Delaware limited liability
company.
Notary Public
My Commission Expires:
[Signatures continue on the follouingpage]
6
IN WITNESS WHEREOF, the parties have caused this Guaranty to be duly executed on or as of the day and year first
above written.
CHICAGO WHITE SOX, LTD.,an Illinois limited partnership
By:
Name:
Its:
STATE OF
) ss.
County of )
The foregoing instrument was acknowledged before me this day of ,2008,by
, the _ of the CHICAGO WHILE SOX, LTD., an Illinois Limited
Partnership.
Notary Public
My Commission Expires:
LOS ANGELES DODGER Delaware limited liability company
By:
Name: Frank H. McCourt,Jr.
Its:Chairman of the Board and Chief Executive Officer
STATE OF CALIFORNIA)
) ss.
County of Los Angeles_)
On November 17, 2008, before me, Irma Duenas, personally appeared Frank H. McCourt,Jr.,who proved to
me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument
the person,or the entity upon behalf of which the person acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
-ant I [Signatures continue on the following page]
sr`
Commission•1n7704
•
Wary y,PSc cSseNu''.�'�,,r�
6
Accepted and Agreed to as ofthe date first written above:
CITY OF GLENDALE,
an Arizona munici al co oration Approved as to form:
By:
01.)
/�
Name: Ed Beasley
Its: City Manager Craig Tindall
City Attorney
WESTERN LOOP 101 PUBLIC FACILITIES CORPORATION,
an Arizona non-profit municipal property co�(r�pp000ration� /J .�
By: a,�n1JJJ��- ��� 1 i1.P-a-t .JJ
Name IQT Q /•C[i'1
Its: (.RFS/ eV
7