ORDINANCE NO. O98-1044
AN ORDINANCE APPROVING AN AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, ACTING BY AND THROUGH THE PARKS AND RECREATION BOARD, AS LESSOR, AND NASHVILLE SOUNDS BASEBALL CLUB, L.P., AS LESSEE, FOR THE LEASE OF PREMISES KNOWN AS GREER STADIUM.
The Metropolitan Government of Nashville and Davidson County ("Metro") has previously entered into a lease agreement with Nashville Sounds Baseball Club, L.P. ("Team"), which was approved by Ordinance No. 076-397, as amended; and
Metro has leased to Team certain real property more particularly described in the lease, as amended, for the purpose of operating a baseball stadium ("Stadium") to host AAA professional baseball in Davidson County, Tennessee; and
capital improvements in an amount not to exceed Two Million Dollars and 00/100 ($2,000,000.00) are needed for the Stadium, that include, without limitation, concession equipment, electrical upgrades, storm water drainage and roof repairs that are beneficial to Metro and Team; and
the previous lease has been amended numerous times and the parties concur that the previous lease is in need of being replaced by an amended and restated lease agreement that will memorialize the understanding of the parties and provide needed capital improvements to the Stadium:
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY:
SECTION 1.The amended and restated lease agreement between the the Metropolitan Government of Nashville and Davidson County and Nashville Sounds Baseball Club, L.P., which is attached hereto and incorporated by reference, is hereby approved and the Metropolitan County Mayor is authorized to execute the lease on behalf of the Metropolitan Government.
SECTION 2.Any further amendment to the lease between the Metropolitan Government and Nashville Sounds Baseball Club, L.P., must be approved by resolution of the Metropolitan Council that receives at least 21 affirmative votes.
section 3. This ordinance shall take effect from and after its passage, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.
Sponsored By: Julius Sloss
AMENDMENT NO. 1
BILL NO. 098-1044
I move to amend Ordinance No. 098-1044 as follows:
1. Pages 12 and 18 of the Amended and Restated Lease Agreement between the Metropolitan Government and Nashville Sounds Baseball Club, L.P., which is an attachment to Bill No. 098-1044, are substituted with pages 12 and 18 attached hereto.
insolvent, or shall file any petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any present or
future bankruptcy or other applicable law, or shall seek or consent to or acquiesce in the
appointment of any trustee, receiver or liquidator of Team or of all or any substantial
part of Team's property or its leasehold interest in the Premises, or shall make any
general assignment for the benefit of creditors, or shall admit in writing its inability to
pay its debts generally as they become due;
a court of competent jurisdiction shall enter an order, judgment or decree approving a
petition filed against Team seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or future
bankruptcy or other applicable law, or (b) any trustee, receiver or liquidator of Team or
of all or any substantial part of Team's property or its leasehold interest in the Premises
shall be appointed without the consent or acquiescence of Team; and such order,
judgment, decree or appointment shall remain un-vacated or un-stayed for an aggregate
of sixty (60) days (whether consecutive or nonconsecutive);
The rights and remedies of Metro provided in this Section 17 are non-exclusive and are
in addition to any other rights and remedies provided by, law or under this Lease. Team
is not relieved of its liability to Metro for damages sustained by virtue of a default of this
Lease. Metro reserves the right to cure any default without terminating this Lease and
seek reimbursement for such reasonable expenses from Team, with the understanding
that Metro is under no obligation to correct any such default. Metro's exercise of its
right to cure shall not act as a waiver of its right to terminate this Lease for default as
Notwithstanding any language in this Lease to the contrary, prior to the exercise of any
remedy under this Section 17, Metro shall (1) provide written notice of Team's default
to Mr. Larry L. Schmittou and Mr. Walter R- Nipper, Jr., who hold a security interest in
certain of Team's assets (collectively "Secured Creditors"); and (2) allow the Secured
Creditors thirty (30) days after receipt of such notice within which to cure Team's
default, provided that nothing contained herein shall impose any obligation on secured
Creditors to do so. Any notice to Secured Creditors required hereunder shall be deemed
given if sent via First Class U.S. Mail to the following addresses:
BY: Julius Sloss (c)
Termination for Team Bankruptcy. It
shall be grounds for Termination of this Lease upon the following: 0)
Should Team file
a voluntary petition in bankruptcy or be adjudicated a bankrupt or
Mr. Larry L. Schmittou 1917 Old Hickory Boulevard Brentwood, Tennessee 37027
Mr, Walter R. Nipper, Jr. 169 Eighth Avenue North Nashville, Tennessee 37203
SECTION 18. TERMINATION FOR CONVENIENCE - LIQUIDATED DAMAGES.
(a)Termination for Convenience. This Lease may be terminated for convenience (hereinafter "Termination for Convenience") by Team upon ninety (90) days written notice, delivered in a manner consistent with Section 21 herein;
right to terminate this Lease because of a material breach, being a continuing one.
Attornment. Team shall attorn to any party succeeding to Metro's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, ten-nination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such Attornment as such party may reasonably request, provided that Team's obligation to attorn is conditioned upon Metro's successor-in-mterest~s agreement 'in 'writing to be bound by Metro's obligations under this Lease and its execution of a non-disturbance agreement in favor of Team 'in a form satisfactory to Team.
(in)Entire Agreement. This Lease and the Exhibits hereto constitute the totality of the
agreement between the parties pertaining to the subject matter hereof, and
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties, and there are no warranties,
representations, or other agreements between the parties in connection with the
subject matter hereof except as set forth specifically herein.
Independent Covenants. METRO AND TEAM EXPRESSLY DISCLAIM ANY
IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR
TEAM'S INTENDED COMMERCIAL PURPOSE. IT IS FURTHER
EXPRESSLY AGREED AND UNDERSTOOD BY TEAM T14AT TEAM'S
OBLIGATION TO PAY RENT HEREUNDER IS AN INDEPENDENT
COVENANT, AND EXCEPT AS OTHERWISE - SET FORTH IN THIS
LEASE, METRO'S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS
OR RESPONSIBILITIES HEREUNDER SHALL NOT RESULT IN AN
ABATEMENT OR REDUCTION OF RENT, ENTITLE TEAM TO
WITHHOLD ANY RENT OR OTHERWISE AFFECT TEAM'S LIABILITY
FOR THE PAYMENT OF ALL RENT DUE HEREUNDER.
(o) Delivery of Premises. Notwithstanding any language to the contrary in this Lease,
Metro shall deliver the Premises free from all suits, complaints, reports, notice or
orders with respect to violations of any federal, state, municipal, or other
governmental laws and regulations.
(p) Team shall be entitled to sell beer on the Premises and *in the Stadium for professional baseball games, and shall be entitled to contract with such entities and
individuals as necessary for the purposes of procurement and service of beer.
Extension of Term. Provided Team shall not be in material default of any terms or conditions of this Lease, Team shall have the option to extend this Lease (hereafter the "Extended Term") commencing on January 1, 2008 and, unless sooner terminated as herein provided, ending on December 31, 2018, by giving Landlord written notice of its 'intention to do so at least one hundred eighty (180) days prior to the end of the 'initial Tenn. Team's