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HomeMy WebLinkAbout4553 Resolution – GESA Stadium Lease Assignment to DBH Tri-City, LLCResolution – GESA Stadium Lease Assignment - 1 RESOLUTION NO. 4553 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE AN ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT BETWEEN NORTHWEST BASEBALL VENTURES I, LLC, AND DBH TRI-CITY, LLC, FOR GESA STADIUM WHEREAS, the City of Pasco (City) entered into a Lease with Northwest Baseball Ventures I, LLC, (Tenant) for GESA Stadium, the “Premises”, in 2023 for an initial term of 10 years, plus one option 10-year term; and WHEREAS, the Lease included Section XVIII.D Other Provisions, which includes the provision for the Tenant to assign the Lease to the purchaser of the Team that has been approved by MLB PDL, and retained a management team with professional sports team management experience; and WHEREAS, the Tenant has sold the team to DBH Tri-City, LLC with approval of MBL PDL and is retaining a management team with professional sports team management experience; and WHEREAS, the Tenant and new owner DBH TRI-CITY, LLC have agreed to and signed an Assignment and Assumption of Lease Agreement; and WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined it is in the best interest of the City of Pasco to execute the Assignment and Assumption of Lease Agreement between Northwest Baseball Ventures I, LLC, DBH Tri- City, LLC, and the City to maintain MBL PDL presence at GESA Stadium. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the Assumption of Lease Agreement between Northwest Baseball Ventures I, LLC, DBH Tri-City, LLC, and the City of Pasco; a copy of which is attached hereto and incorporated herein by reference as Exhibit A. Be It Further Resolved that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to sign and execute said Lease Agreement on behalf of the City of Pasco; and to make minor substantive changes necessary to execute the Lease. Be It Further Resolved, that this Resolution shall take effect immediately. Resolution – GESA Stadium Lease Assignment - 2 PASSED by the City Council of the City of Pasco, Washington, on this 6th day of January, 2025. _____________________________ Pete Serrano Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, MMC Kerr Ferguson Law, PLLC City Clerk City Attorneys 1 US-DOCS\155669113.1 ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT This ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Agreement”), entered into as of December 16, 2024 (the “Effective Date”), is made by and between Northwest Baseball Ventures I, LLC, a Washington limited liability company (“Assignor”) and DBH Tri-City, LLC, a Delaware limited liability company (“Assignee”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Purchase Agreement (defined below). RECITALS WHEREAS, Assignor is the lessee under that certain Baseball Stadium Lease, dated December 18, 2023, by and between City of Pasco, a Washington municipal corporation, as landlord (“City”), and Assignor, as tenant (the “Lease”); WHEREAS, Assignor, certain affiliates of Assignor, Assignee and certain affiliates of Assignee have entered into that certain Asset Purchase Agreement, dated as of November 15, 2024 (the “Purchase Agreement”), pursuant to which Assignor has agreed to assign to Assignee all of Assignor’s right, title and interest in and to the Lease. NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and in the Purchase Agreement, and subject to and on the terms and conditions herein set forth and intending to be legally bound hereby, Assignor and Assignee agree as follows: AGREEMENT 1. Assignment. Assignor hereby grants, conveys, assigns and transfers to Assignee, all of Assignor’s right, title and interest in and to the Lease as of the Effective Date. 2. Approval by MLB PDL; Retention of Management Team. Pursuant to Section XVIII.D of the Lease, Assignor hereby warrants that it has received all necessary approvals from MLB PDL in connection with the transactions contemplated by the Purchase Agreement, including the assignment of the Lease from Assignor to Assignee. Pursuant to Section XVIII.D of the Lease, Assignee hereby warrants that it has retained a management team with prior experience managing a professional sports team to operate the Team (as such term is defined in the Lease). 3. Consent of City. Pursuant to Section XVIII.D of the Lease, City joins in the execution and delivery hereof to evidence its consent to the assignment of the Lease from Assignor to Assignee. 4. Acceptance and Assumption. Assignee hereby accepts and assumes all of Assignor’s right, title and interest in and to the Lease from and after the Effective Date. 5. Representations and Warranties. Each of Assignor and Assignee hereby represents and warrants that it has full power and authority to enter into this Agreement, and that no consents, other than City’s consent and any necessary MLB PDL approvals, are required to enter into this Agreement. 2 US-DOCS\155669113.1 6. Enforceability. The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of any other provision. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. 7. Governing Law. All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Washington without giving effect to any choice or conflict of Law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than the State of Washington. 8. Amendments. This Agreement may not be amended, supplemented or otherwise modified except (i) in a written instrument executed by each party hereto and (ii) upon the prior receipt of all necessary PDL Approvals. 9. Successors and Assigns. The rights and obligations of this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 10. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and each of their permitted successors and assigns, and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties hereto and such permitted successors and assigns, any legal or equitable rights hereunder. 11. Headings. The headings in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement. 12. Counterparts. This Agreement and any amendments hereto may be executed and delivered in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. This Agreement and any amendments hereto, to the extent signed and delivered by means of an electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining any party hereto’s intent or the effectiveness of such signature. No party hereto shall raise the use of electronic transmission in pdf to deliver a signature or the fact that any signature or document was transmitted or communicated electronically as a defense to the formatio n of a contract, and each such party hereto forever waives any such defense. 3 US-DOCS\155669113.1 13. Further Assurances. Each party hereto agrees that it will, at any time and from time to time, upon the written request of any other party, execute and deliver such further documents (in recordable form, if appropriate under the circumstances) and do such further acts and things, as the requesting party may reasonably request in order to effect the purposes of this Agreement. [Remainder of Page Intentionally Left Blank] [Assignor - Signature Page to Assignment and Assumption Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. ASSIGNOR: NORTHWEST BASEBALL VENTURES I, LLC, a Washington limited liability company By: Name: George H. Brett Title: Manager [Assignee - Signature Page to Assignment and Assumption Agreement] ASSIGNEE: DBH TRI-CITY, LLC By: ___________________________________ Name: Title: [City - Signature Page to Assignment and Assumption Agreement] CITY: CITY OF PASCO By: ___________________________________ Name: Title: