River Bats stadium contract by stcloudtimes

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									                          STADIUM RENTAL CONTRACT

        This agreement made and entered into this day of                , 2006 by and
between the CITY OF ST. CLOUD, a municipal corporation, hereinafter referred to as the
“City”, the ST. CLOUD RIVER BATS BASEBALL CLUB, INC., hereinafter referred to as the
“Team”, and the NORTHWOODS LEAGUE, INC., a Wisconsin corporation hereinafter referred
to as “League”.


       THAT WHEREAS, the Team desires to operate a baseball team in the City of St. Cloud
and for that purpose to lease baseball facilities known as Dick Putz Stadium at the St. Cloud
Municipal Athletic Complex (MAC) in the City of St. Cloud, hereinafter designated as
“Stadium”; and,

        WHEREAS, it is in the best financial interests of the MAC and also in the best interests
of the City to afford the citizens of the City an opportunity to attend and view baseball games;

        NOW, THEREFORE, in consideration of the premises and mutual covenants of the
parties hereto, it is agreed that the Team is granted the lease and privilege of occupying various
portions of the Stadium under the following terms and conditions:

1.     The City agrees to lease the Stadium to the Team for such dates and times as may be
       necessary and agreed upon. The Team will be granted limited priority on their necessary
       dates, subject to certain tournament dates reserved annually by the City.

2.     That the term of this Agreement shall be for five (5) years – 2007 through 2011 – subject
       to the following conditions and terms:

       A.)     Stadium rental will be billed and paid annually in two equal installments, the first
               installment due on or before August 1st of each year, and the second due on or
               before October 1st of each year.
       B.)     All terms/conditions of lease are met by the Team.
       C.)     All State, County and City Health Department requirements are met by the Team.
       D.)     The lease may be cancelled at any time by mutual consent of both parties.

3.     The Team shall have the rights to all tickets, novelties and programs sold at the Stadium
       during its games.

4.     The City shall operate and vend all food and beverage concession sales during all games
       at the Stadium. The Team shall be entitled to 35% of the concession receipts (after
       applicable sales tax have been deducted) for all sales on a per game (or doubleheader)
       basis provided that said receipts exceed $300. If receipts are less than $300 for any game
       (or doubleheader), the Team shall not be entitled to a split for that game (or

5.   Beginning with the 2007 season, and for each season during the term of this Agreement,
     Priority in scheduling of the Stadium will be given to the Team, without
     compromising the needs of the community, currently scheduled events, and the quality of
     events scheduled at Faber Field, the Ice Arena, and Golf Course. To accomplish this, on
     or before November 1, 2006, and on or before November 1st of each year during the term
     of this Agreement, the City will provide the Team with 47 evening dates for the each
     season. Of these dates, the City will make an effort to maximize the number of Thursday,
     Friday and Saturday evening dates. On or before January 1, 2007, and on or before
     January 1st of each year during the term of this Agreement, the Team will provide to the
     City its selection of 34 of the available dates for scheduling of the Team’s games. By
     agreement between the parties, and without interruption to other scheduled events,
     afternoon dates may be substituted for evening dates selected by the Team.

     The Team and the City shall jointly schedule times for tryouts and other special events by
     the Team. The City shall make a reasonable effort to accommodate the Team when such
     uses will not interfere with other events scheduled at Joe Faber Field, the Ice Arena, or
     the Golf Course, such permission will not unreasonably be withheld. On or before March
     15th of each year of this Agreement, the Team shall notify the City of it’s desire to
     schedule post-game fireworks for up to five scheduled games. The City will notify the
     Team within six (6) days whether stadium lights at Joe Faber Field will be extinguished
     beginning at 9:45 p.m. until 10:10 p.m. In the event that the lights at Joe Faber Field
     cannot be extinguished due to stadium use, the Team may proceed with fireworks in its
     own discretion.

     All special events, including concerts and fireworks displays, will be conducted in
     accordance with all applicable local ordinances, including, but not limited to the City’s
     noise ordinance.

6.   The Team shall have access to the home team locker room before, during, and after the
     game. The City will provide a dressing room for the visiting teams. All locker rooms
     will be under the City’s control during the remainder of the year. The Team is
     responsible for keeping the locker and dressing rooms clean and orderly when used.

7.   The City grants to the Team permission to use the playing field and spectator areas for
     the playing and viewing of baseball during the baseball season on such dates as may be
     agreed upon by the City and the Team. These dates are to be mutually agreed upon by
     the designated representative of the Team and the designated representative of Civic
     Facilities Director for the City of St. Cloud.

8.   The City reserves the exclusive right to sell and display various forms of advertising
     usually sold at baseball stadiums. The Team shall receive 40% of net advertising
     receipts. Net advertising receipts are defined as gross sales less sales commission, the
     capital cost of purchasing and erecting the advertising display, and the annual
     operation/maintenance/repair expense, if any. The Team will receive their share of
     advertising sales quarterly based on estimated annual advertising sales. The 4th quarter
     payment will be reconciled to reflect actual payment due the Team for the past year’s

      sales. In the case of partial payments by the advertiser, the Team will receive their pro-
      rata share of the actual payment.

9.    The Team shall have all radio and TV rights and privileges for their games played at the

10.   The Team is responsible to provide all staff necessary for game operations. These
      include, but are not limited to ushers, ticket takers, scorekeepers, public address
      announcers, bat persons, locker room attendants, trainers, umpires, and security. The
      City shall provide groundskeepers.

11.   The City is responsible to clean the Stadium and grounds following each game, with the
      following exception: the Team is responsible to clean the home team locker room,
      visiting team locker room, and ticket booths.

12.   The City shall keep the Stadium and the field in a state suitable for baseball. The parties
      agree that the time frame set forth in the attached Addendum I will be followed for all
      game/events covered by this contract. The parties may alter the addendum as becomes
      necessary by agreement without need to alter or renegotiate this contract.

13.   In the case that inclement weather and/or wet grounds inhibit and/or alter the order of
      events listed earlier, the parties agree that the provisions set forth in the attached
      Addendum II shall apply.

14.   The Team in return for the above considerations hereby agrees to pay the City $385.00
      per single game and $575.00 per double-header, plus any Extended Play Penalties set
      forth herein and/or Inclement Weather Provisions Fees as outlined in Addendum II for
      the 2007 season, plus any miscellaneous charges not outlined but mutually agreed upon
      prior to execution. In the years following the 2007 season, single season fees per game
      will not be increased more than $50.00 per season, or $200.00 per the term of this
      contract. The City will notify the Team of the per game fee for the upcoming season on
      or before the preceding December 1st.

      As outlined below, Extended Play Penalties and additional charges shall be assessed as
      and when applicable. In any case that a scheduled game exceeds the scheduled
      completion time, said game will be invoiced an additional Extended Play Penalty fee at
      the rate of $35.00 for each 15 minute increment in excess of the allotted 3 hour time
      frame. Delays or slowed action due to inclement weather, extra-inning games or general
      slow-play are liabilities the Team assumes. Starting delays or interruption that are
      avoidable and directly attributable to the Municipal Athletic Complex, its staff,
      management, or facility shall be grounds for waiver of penalty.

15.   In addition to the use of the Stadium as set forth herein, the Team shall be entitled to the
      use of certain storage areas located inside the Municipal Athletic Complex hockey arena.
      The specific areas set aside for use by the Team are depicted on the attached Addendum
      III. The Team will have the exclusive use of these storage areas during the time frames
      set forth on Addendum III on an annual basis. The rental fee set forth on Addendum III

      shall be paid by the Team together with the August 1st Stadium rent installment. The
      following terms and conditions shall apply to the Team’s use of the storage areas:
      a).     The Team shall be responsible for repairs to the storage areas, its equipment and
      appliances furnished by the City, except that the City agrees to pay the cost for all labor
      and material for repairs or replacement if the damage or malfunction to the storage areas
      or any other part of the building, is due to the acts or omissions of the City, its agents or
      employees. The City agrees to immediately pay the cost of the same upon presentation of
      the bill to the City by the Team. The Team shall immediately notify the City of any
      defective condition that comes to the Team's attention. The Team shall indemnify the
      City for any liability, loss or damage incurred by the City as a result of the Team's failure
      to notify the City of such defective condition. All damages including, but not limited to
      doors, locks, sprinkler pipes, light fixtures, etc., etc., by break-in or vandalism, etc., will
      be paid by the Team. The Team is prohibited from changing locks without authorization
      from the City. Should the Team need the locks changed for any reason, this can only be
      done by the City’s agent and the Team agrees to pay the cost of the locks/labor, due and
      payable when locks are changed. If said locks are changed, the City shall retain one key
      in case of an emergency and entrance into Storage Area is required.
      b).     The Team will leave the storage areas at the end of the term of this Agreement in
      as good condition as received, reasonable wear and tear excepted, and will not, without
      written permission of the City, make any alterations, additions or improvements
      (including painting and papering) to the storage areas
16.   The Team, its agents and employees will make no unlawful use of the Stadium during the
      term of the lease.

17.   The Team shall maintain in full force and effect during the Team’s use and/or occupancy
      of the facilities herein described, insurance based upon an occurrence from a licensed
      carrier in the State of Minnesota in the amounts set forth below covering property
      damage, independent contractors, and personal injury coverage. The Team shall furnish
      the City, prior to the Team’s use and occupancy of the facilities, with a certificate of
      insurance naming the City and its officers, employees, and agents as additional insureds
      and providing that the insurance evidenced thereby will not be cancelled prior to the
      termination of the lease or until the City shall have received a thirty (30) day advance
      written notice of such termination. Said insurance shall provide not less than the
      following limits of liability:
              $1,000,000 for any person in any one occurrence;
              $1,000,000 for any number of persons arising out of a single occurrence;
              $1,000,000 for any damage to or loss of property in any one occurrence.

18.   During the performance of this Agreement, the Team agrees that the Team will not
      discriminate against any patron or employee or applicant for employment because of
      race, religion, disability status, sex, sexual preference, national origin, color creed,
      marital status, or public assistance status.

19.   This Agreement may be cancelled by either of the parties hereto upon the failure of the
      other party to carry out its obligations under this agreement, without prejudice to its
      rights to recover damages, if legally recoverable, on account of such breach. In the event

      this agreement should be held to be invalid by any court of competent jurisdiction for any
      cause from operating under this agreement, then in any of such events, it is understood
      and agreed that there shall be no liability on the part of the City to the Team; nor shall
      there be any liability on the part of the Team to the City, provided however, that in such
      event the Team shall remain liable for all rental charges and liabilities accrued prior to
      such determination.

20.   The City may cancel this Agreement on thirty (30) days written notice for cause. Upon
      receipt of a Notice of Cancellation under this paragraph, the Team will settle all
      outstanding claims and liabilities for orders and subcontracts existing at the time of the
      Notice of Cancellation

21.   The parties hereto agree that they are acting as independent contractors and that nothing
      in this Agreement is intended to create, nor shall anything herein be construed or
      interpreted as creating a partnership, joint venture, or any such mutual relationship
      between the City and the Team and expressly agreed to herein, each party shall be
      responsible for its own separate debts, obligations, and other liabilities.

22.   The laws of the State of Minnesota shall apply and bind the parties in any and all
      questions arising hereunder, regardless of the jurisdiction in which any action or
      proceeding may be initiated or maintained. If any provision of this Agreement in any
      way violates or contravenes the laws of any applicable country, state, or municipality,
      such provisions shall be deemed not to be part of this Agreement and the remainder of
      this agreement shall remain in full force and effect. The invalidity or unenforceability of
      any provision of this Agreement shall in no way affect the validity and enforceability of
      any other provision hereof.

23.   Unless otherwise provided herein to the contrary, all notices required under this
      Agreement shall be deemed given when hand delivered or deposited in the United States
      mail, first class postage prepaid, addressed to the Civic Facilities Director on behalf of
      the City, at City Hall, 400 Second Street South, St. Cloud, MN 56301; to the St. Cloud
      River Bats Baseball Club, Inc. President, at 16256 Baywood Lane, Eden Praire, MN
      55346; and to the Northwoods League President, at 2900 – 4th Street SW, Rochester, MN

24.   No portion of this Agreement may be assigned or subcontracted by the Team to any other
      party without the prior written consent of the Civic Facilities Director, such consent shall
      not be unreasonably withheld, subject to the City’s conducting a due diligence credit and
      criminal history background investigation of the proposed new owner(s). In the event the
      Team shall be sold or otherwise transferred to a third party, following the approval by
      League and the City, the City shall approve of such assignment and release the Team
      from any further liability under this Agreement, it being further agreed and understood
      that such assignee shall thereafter be solely responsible for the covenants and obligations
      of this Agreement.

25.   In the event of the death or disability of Joel Sutherland, the sole shareholder and
      President of the Team, this lease, at the option of the Team and League may be
      terminated at the end of the then current season without any further liability to the City
      except for any previous rental charges and liabilities accrued prior to such death or

26.   This Agreement is made and entered into upon the following express covenants and
      conditions, all and everyone of which the Team hereby covenants and agrees with the
      City to keep and perform:

      A.)    All games/events rescheduled or added to the schedule (i.e. play-offs or all-star
             games) subsequent to the execution of this contract may be handled under
             separate cover but shall be subject to all provisions of this contract unless noted

      B.)    The City reserves all concession rights. No food or beverage may be brought
             onto the Stadium properties by any persons operating or attending said games.

      C.)    In case the Stadium, or any part thereof, shall be destroyed or damaged by fire or
             any other cause, or if any other casualty or unforeseen occurrence shall render the
             fulfillment of this contract by the City impossible, that the City shall not in any
             case be held liable or responsible for any damages caused thereby.

      D.)    In renting the Stadium to the Team, the City does not relinquish the right to
             control the management thereof, and to enforce all necessary and proper rules for
             the management and operation of the same.

      E.)    The Team agrees that every member connected with each Game/Event, shall
             abide by, confirm to and comply with all the laws of the United States and the
             State of Minnesota, and all the ordinances of the City of St. Cloud and the rules
             and regulations of the City for the government and management of said St. Cloud
             Municipal Athletic Complex, together with all rules and requirements of the
             police and fire departments of the City of St. Cloud and will not do, nor suffer to
             be done anything on the premises during the term of this lease, in violation of any
             such rules, laws or ordinances, and if the attention is called to such violation.

      F.)    The Team shall not injure, nor mar, nor in any manner deface the premises and
             shall not cause nor permit anything to be done whereby the premises shall be in
             any manner injured, marred or defaced, nor drive, or permit to be driven any nails,
             hooks, tacks or screws in any part of said building, nor make or allow to be made,
             any alterations of any kind therein.

      G.)    If the premises, or any portion of said building, during the term of this Agreement
             shall be damaged by the act, default or negligence of the Team, or of the Team’s
             agent, employee or employees, patrons, guests or any person admitted to the
             premises under Team guidelines, the Team will pay to the City upon demand,
             such sum as shall be necessary to restore said present conditions. The Team
             hereby assumes full responsibility for the character, acts and conduct of all
             persons admitted to said premises, or to any portion of said Stadium by the
             consent of the Team, or by or with the consent of the Team’s employees or any
             person acting for and on behalf of the Team.
        H.)    That in case said premises or Stadium shall become untenantable or unfit for use
               in whole or in part by the total or partial destruction of said premises or Stadium
               by fire or other casualty, and said City shall fail or refuse within thirty (30) days
               thereafter to agree in writing to restore the same within one hundred eighty (180)
               days, this lease may be terminated by the Team by notice in writing, and in case
               said City shall agree in writing to restore the same within said time, the rent to be
               paid hereunder pending such restoration shall be abated in proportion to the loss
               and impairment of the use of said premises, to be determined by agreement
               between the parties hereto.

        I.)    The City assumes no responsibility whatever for any property placed in the
               Stadium by the teams or patrons to such games or events, and the City is hereby
               released from any liability of any kind or nature for loss or damage to any
               property placed in the Stadium. The Team agrees that it will hold harmless and
               defend the City of St. Cloud from all claims, judgments, suits, charges, costs,
               damage and expense of any nature whatsoever that may accrue to persons or
               property on account of or arising by reason of the occupancy of said Stadium
               under this Agreement.

27.     Any material alteration, modification or variation to this Agreement shall be reduced to
        writing as an amendment and signed by the parties. Any alterations, modifications or
        variations deemed not to be material by agreement of the City and the Team shall not
        require written approval.

28.     It is understood and agreed that the entire agreement of the parties as contained here and
        that this contract supersedes all oral agreements and negotiations between the parties
        relating to this subject matter. All items referred to in this contract are incorporated or
        attached and deemed to be part of the contract.

        IN WITNESS WHEREOF, the parties have hereunto set their hands this _____ day of

________________, 2006.

CITY OF ST. CLOUD                                    ST. CLOUD RIVER BATS BASEBALL
                                                     CLUB, INC., a Minnesota corporation

Mayor                                                President

                                                     NORTHWOODS LEAGUE, INC., a
City Clerk                                           Wisconsin corporation


                                                 ADDENDUM I


On game days, the following order of events will apply, it being understood that rain or other
circumstances will occasionally cause delays.


TIME FRAME                                               ACTIVITY
165 minutes prior to scheduled game start time           Teams admitted to locker rooms. Staff admitted to
                                                         lobby and peripheral areas to set-up.
150 minutes prior to scheduled game start time (45       Home team admitted to batting tunnel
120 minutes prior to scheduled game start time           Groundskeepers begin baseball game field preparation
105 minutes prior to scheduled game start time (45       Visiting team admitted to batting tunnel
90 minutes prior to scheduled game start time            Teams admitted to Stadium, may begin warm-up in
60 minutes prior to scheduled game start time            Home team takes infield (10 minutes maximum infield)
50 minutes prior to scheduled game start time            Visiting team takes infield (10 minutes maximum
40 minutes prior to scheduled game start time            Infield dragged and home plate area dressed
15 minutes prior to scheduled game start time            Pre-game festivities / promotions
10 minutes prior to scheduled game start time            Coaches and Umpires Meetings
5 minutes prior to scheduled game start time             Team introductions, National Anthem, Home Team
                                                         takes the field

GAME START TIME                                          Game begins promptly as scheduled
180 minutes after scheduled game start time              9 Inning Game Completed

20 minutes after the completion of 1st game              2nd Game begins
380 minutes after the start of 1 st game                 Doubleheader completed for two 9 inning games

If a Team game is preceded by another game, team warm-ups shall be limited to 30 minutes.
The pre-game schedule shall then be resumed at 30 minutes prior to the start of the game with
the home team taking infield practice. There will be approximately 60 minutes between the end
of the preceding game and the start of the game. In all cases, infield practice is not allowed for
in the case of a second consecutive game.

                                      ADDENDUM II


A.   If the grounds require more than the standard two (2) hours of preparation (4 man hours),
     the Team may be billed for up to 105% of the additional expense for labor and materials,
     if any, to prepare the grounds. Work will not begin on wet fields without pre-approval of
     the Team. The charge for labor shall be per individual at the additional groundskeeper
     rate for each ½ hour increment of additional prep time required. In the event of
     inclement weather, the Team reserves the right to cancel the game(s) without penalty if
     done before game preparation has begun (2 ¼ hours prior to game time).

B.   The City reserves the right to suspend play, cancel games or restrict access to areas of the
     Athletic Complex if either a significant risk is present for the City, participants, patrons
     or the Municipal Athletic Complex staff, or if there is significant risk of damage to the
     Municipal Athletic Complex’s properties.

C.   If inclement weather strikes after pre-game field preparation has begun, but not within 45
     minutes of scheduled game start, the Team shall be billed:

     a)     105% per individual at the Additional Groundskeepers Rate per hour or Ancillary
            Personnel Rate per hour for each ½ hour increment of work completed if game is
            canceled; or

     b)     shall pay the Extended Play Penalty, if the game is resumed and exceeds the
            standard game time allotment.

D.   If inclement weather causes a delay or cancellation anytime within 45 minutes of the
     scheduled start through the completion of the 2nd inning, the Team shall be billed:

     a)     A Partial Game Rate of $200.00 if the game is cancelled; or

     b)     The Team Game Rate, plus the Extended Play Penalty if the game is resumed and
            exceeds the standard game time allotment.

E.   If inclement weather strikes causing a delay or cancellation anytime after the completion
     of the 2nd inning, the Team shall be billed:

     a)     The Team Game Rate whether the game is canceled or delayed; or

     b)     The Team Game Rate plus the Extended Play Penalty if the game is resumed and
            exceeds the standard game time allotment.


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