Modesto City Council
September 9, 2025

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MODESTO CITY COUNCIL
www.modestogov.com
AGENDA
City of Modesto

SPECIAL CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, September 09, 2025 at 5:30 PM*
*(The Special Meeting will commence immediately following the adjournment of the Regular City Council Meeting.)
Roll Call - Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
* Public Comment will only be in-person. Members of the public who wish to address the Council, by providing public comment, during the meeting must do so in-person in the Council Chambers.

As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation.
*Members of the public will be allowed to provide public comment through Zoom if a Councilmember is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Council meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
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"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.
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SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Councilmembers and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website https://www.modestogov.com/council-meetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA - 2 -
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In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

PUBLIC COMMENT PERIOD
Pursuant to State law, comments are limited to items on the Special Meeting Agenda. Public comments will be taken during each item and will be limited to three (3) minutes per speaker.

NEW BUSINESS

1. Consider approving an Agreement between the City of Modesto and Main Street Modesto, LLC to lease John Thurman Field for a five-year term beginning October 1, 2025, through September 30, 2030 with the option of one three-year extension. (Funding Source: General Fund)
Staff Recommendation:
 Resolution approving an Agreement between the City of Modesto and Main Street Modesto, LLC to lease John Thurman Field for a five-year term beginning October 1, 2025, through September 30, 2030, with the option of a three-year extension, and authorizing the City Manager, or his designee, to negotiate and execute the Agreement.

CED; Taranjot Khehra, 209-577-5239, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54956 on the bulletin board at Tenth Street Place on
at by
date time signature
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9/9/2025

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

September 9, 2025
Date: September 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Lease Agreement between the City of Modesto and Main Street Modesto, LLC for John Thurman Field
CONTACT: Taranjot Khehra, Business Analyst,
[email protected], 209-577-5239
DESCRIPTION:

Consider approving an Agreement between the City of Modesto and Main Street Modesto, LLC to lease John Thurman Field for a five-year term beginning October 1, 2025, through September 30, 2030 with the option of one three-year extension. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:

This action supports the City’s 2025-2026 Strategic Plan’s Area of Focus, specifically Goals E and G, by driving a vibrant and economically sustainable business climate within the City of Modesto and advancing a pro-growth economic development Strategy that focuses on downtown, sports, and entertainment, building Modesto as a regional destination.

BACKGROUND:

The City owns the property, stadium, and parking facilities that comprise John Thurman Field located at 601 Neece Drive. On February 27, 2024, by Resolution No. 2024-052, Council approved an agreement with The Baseball Club of Modesto, LLC to lease the John Thurman Field Facility through September 30, 2024.

Subsequently, on August 27, 2024, by Resolution No. 2024-308, Council approved the first amendment with The Baseball Club of Modesto, LLC to lease the John Thurman Field Facility through September 30, 2025.

Since this period of time, The Baseball Club of Modesto, LLC has sold the baseball franchise to another entity and the team will be moving. As a result, they have not pursued an additional lease extension with the City.

DISCUSSION:

In an effort to continue to keep baseball in Modesto, the City and the Pioneer League or Main Street Modesto, LLC (“Tenants) have held discussions about starting a team in Modesto and #1..
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City Council, September 9, 2025
Lease Agreement with between City and Main Street Modesto, LLC for The John Thurman Field

potentially leasing John Thurman Field. The City has negotiated with the Main Street Modesto, LLC (Pioneer League) for a potential Lease at John Thurman Field (“Facility” or “Property”).

During this period of time, Modesto City Schools (MCS) had also reached out to Modesto regarding use of the stadium. The City was also able to negotiate language in the proposed lease for Modesto City Schools to have use of the facility, subject to a final agreement between the City and MCS. At this time, the City has reached a proposal on the key terms of a lease with the Main Street Modesto, LLC outlined below:
 Term of Lease: October 1, 2025, though September 30, 2030.  Term Extension: Between April 1 and August 31, 2030, the Tenant may exercise an option to extend the term of the Lease for an additional three (3) years.  Rent: The Tenant shall pay to the City rent for the Property during the Initial Term in the amount of One Hundred Twenty Thousand Dollars ($120,000) per year. Annually on the anniversary of the Commencement Date, the amount of the Rent shall increase by four percent (4%).
 Utilities: The City shall obtain and be responsible for paying the cost and expense of the following utilities serving the Property: gas, electricity, water (for both irrigation and potable use), sewer, solid waste collection and trash removal, and telephone service.  Maintenance & Repairs: The Tenant shall be solely responsible for the maintenance of the playing field, as well as cleaning the ballpark, clubhouses, and parking lots. The City will remain responsible for maintaining and repairing all structural components of the Property, the irrigation system, and the landscaping outside of the stadium.  Parking: The Tenant shall have the right to operate and control the parking lot facilities contained within the Property for its home games and other authorized uses allowed under this Agreement. Tenant must provide written notice to the City before charging for the parking. If the tenant charges for parking, 25% of net revenue will be redmitted to the City.
 Naming Rights: In the event that the annual gross revenue received by the Tenant for the naming rights of the Property, or any facilities therein, (the “Naming Rights Revenue”) is less than $150,000 , the Tenant shall pay to the City 15% of the Naming Rights Revenue. If the Naming Right Revenue is more than $150,000, the Tenant shall pay to the City 20% of the Naming Rights Revenue.
 City Funded Tenant Improvements: The City shall promptly reimburse the Tenant for up to Nine Hundred and Fifty Thousand Dollars ($950,000) over the term of the lease for specified tenant improvements undertaken by the Tenant. Such improvements shall be limited to the installation of new outfield wall padding, safety nets, and drink rails for fans and players, as well as new flooring, tile, paint, fixtures, and other aesthetic #1..
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City Council, September 9, 2025
Lease Agreement with between City and Main Street Modesto, LLC for The John Thurman Field

improvements in the offices, clubhouses, bathrooms, seating bowl and any other facilities on the Property.
 City’s Use Rights: The Tenant and City understand and agree that City retains the right to use the Property for up to five (5) City events per year with no rental fee charged to the City.
 The Modesto City Schools Use: The District shall have the right to use the Property pursuant to a use agreement between the City and District. District may use the Property solely for high-school baseball games, and related activities, including full day events like tournaments, and for no other purpose without the prior written approval of the Tenant. The District will be responsible for repairing any damage caused by its use and all other costs related to its use of the Property. The District’s right to use the Property is dependent on the successful negotiation of a separate agreement between the City and District.
 Other Activities: When the Property is not in use for baseball games, Tenant may schedule other activities, including concerts, conventions, and other commercial events, subject to Tenant obtaining any required permits, licenses or approvals, including but not limited to Entertainment Permits, from the City for such events.

The City and Main Street Modesto, LLC are still finalizing all the details of the lease Agreement, including an inspection of the stadium and approval of the lease by the Pioneer League. The proposed resolution, if adopted, will authorize the City Manager to finalize the lease Agreement, subject to the negotiated terms identified above.

FISCAL IMPACT:

If approved, the annual rent shall be One Hundred Twenty Thousand Dollars ($120,000). The City will also receive sales tax and naming nights revenue, but those amounts cannot be estimated at this time. The City will be responsible for paying for all utility costs, structural maintenance and repairs, exterior landscaping, and up to Nine Hundred and Fifty Thousand Dollars ($950,000) worth of tenant improvements.

COMMITTEE RECOMMENDATION:

Due to the urgent nature of the action needed this item was taken directly to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement between the City of Modesto and Main Street Modesto, LLC to lease John Thurman Field for a five-year term beginning October 1, 2025, through September 30, 2030, with the option of a three-year extension, and authorizing the City Manager, or his designee, to negotiate and execute the Agreement.
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City Council, September 9, 2025
Lease Agreement with between City and Main Street Modesto, LLC for The John Thurman Field

Approved by:

Jessica Hill
Director of Community and Economic Development
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Agreement
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9/9/2025/CED/TKHEHRA/Item # 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF

MODESTO AND MAIN STREET MODESTO, LLC TO LEASE JOHN THURMAN FIELD FOR A FIVE-YEAR TERM BEGINNING OCTOBER 1, 2025, THROUGH SEPTEMBER 30, 2030 WITH THE OPTION OF ATHREE-YEAR EXTENSION,

AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

NEGOTIATE AND EXECUTE THE AGREEMENT
WHEREAS, the City is the owner of the property, stadium, and parking facilities that comprise John Thurman Field; and
WHEREAS, on February 27, 2024, by Resolution No. 2024-052, the Council approved an agreement with The Baseball Club of Modesto, LLC to lease the John Thurman Field Facility through September 30, 2024; and
WHEREAS, on August 27, 2024, by Resolution No. 2024-308, Council approved the First Amendment with The Baseball Club of Modesto, LLC to lease the John Thurman Field Facility through September 30, 2025; and
WHEREAS, since this period, The Baseball Club of Modesto, LLC has sold the baseball franchise to another entity and did not purse an additional lease extension with the City; and
WHEREAS, in an effort to continue to keep baseball in the City of Modesto, the City negotiated with the Main Street Modesto, LLC (“Tenant”) for a Lease at John Thurman Field for a five-year term beginning October 1, 2025, through September 30, 2030 with the option of one three-year extension; and
WHEREAS, this Agreement is to lease the John Thurman Field (“Facility” or “Property”) from October 1, 2025, through September 30, 2030; and WHEREAS, between April 1 and August 31, 2030, the Tenant may exercise an #1..
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option to extend the term of the Lease for an additional three (3) years; and WHEREAS, the Tenant shall pay to the City rent for the Property during the Initial Term in the amount of One Hundred Twenty Thousand Dollars ($120,000); and WHEREAS, annually on the anniversary of the Commencement Date, the amount of the Rent shall increase by four percent (4%); and
WHEREAS, the City shall obtain and be responsible for paying the cost and expense of the following utilities serving the Property: gas, electricity, water (for both irrigation and potable use), sewer, solid waste collection and trash removal, and telephone service; and
WHEREAS, the Tenant shall be solely responsible for the maintenance of the playing field, as well as cleaning the ballpark, clubhouses, and parking lots; and WHEREAS, the City will remain responsible for maintaining and repairing all structural components of the Property, the irrigation system, and the landscaping outside of the stadium; and
WHEREAS, the Tenant shall have the right to operate and control the parking lot facilities contained within the Property for its home games and other authorized uses allowed under this Agreement; and
WHEREAS, if the Tenant charges for parking, 25% of net revenue will be redmitted to the City; and
WHEREAS, in the event that the annual gross revenue received by the Tenant for the naming rights of the Property, or any facilities is less than $150,000, the Tenant shall pay to the City 15% of the Naming Rights Revenue; and
WHEREAS, if the Naming Right Revenue is more than $150,000, the Tenant #1..
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shall pay to the City 20% of the Naming Rights Revenue; and WHEREAS, the City shall promptly reimburse the Tenant for up to Nine Hundred and Fifty Thousand Dollars ($950,000) over the term of the lease for specified tenant improvements undertaken by the Tenant; and
WHEREAS, such improvements shall be limited to the installation of new outfield wall padding, safety nets, and drink rails for fans and players, as well as new flooring, tile, paint, fixtures, and other aesthetic improvements in the offices, clubhouses, bathrooms, seating bowl and any other facilities on the Property; and WHEREAS, the Tenant and City understand and agree that City retains the right to use the Property for up to five (5) City events per year with no rental fee charged to the City; and
WHEREAS, the District shall have the right to use the Property pursuant to a use agreement between the City and District. District may use the Property solely for highschool baseball games, and related activities, including full day events like tournaments, and for no other purpose without the prior written approval of the Tenant. The District will be responsible for repairing any damage caused by its use and all other costs related to its use of the Property. The District’s use will be subject to a separate agreement between the City and District; and
WHEREAS, when the Property is not in use for baseball games, Tenant may schedule other activities, including concerts, conventions, and other commercial events, subject to Tenant obtaining any required permits, licenses or approvals, including but not limited to Entertainment Permits, from the City for such events; and WHEREAS, the City and Main Street Modesto, LLC are still finalizing all of the #1..
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9/9/2025/CED/TKHEHRA/Item # 4 2025-XX
details of the new Lease Agreement, and the City Council desires to authorize the City Manager to finalize those details, subject to the negotiated terms described above.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement between the City of Modesto and Main Street Modesto, LLC to lease John Thurman Field for a five-year term beginning October 1, 2025, through September 30, 2030, with the option of a three-year extension.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to finalize the details of the agreement pursuant to the negotiated terms and execute the Agreement, in a form approved by the City Attorney. #1..
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9/9/2025/CED/TKHEHRA/Item # 5 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9th day of September 2025, by Councilmember _______, who moved its adoption, which motion being duly seconded by Councilmember _________ , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:_ ______

DIANE NAYARES-PEREZ,CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
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LEASE AGREEMENT
by and between the

CITY OF MODESTO
and

MAIN STREET MODESTO, LLC

JOHN THURMAN FIELD
SEPTEMBER, 2025
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1 .

This LEASE AGREEMENT (this “Lease” or this “Agreement”), dated as of ___________, 2025 (the “Effective Date”), is entered into by and between the City of Modesto, a municipal corporation (hereafter the “City” or the “Landlord”) and Main Street Modesto LLC, a limited liability company (the “Tenant”). Landlord and Tenant are hereafter collectively referred to as the “Parties.”

RECITALS
A. City is the owner of that certain real property and improvements commonly known as John Thurman Field, located at 601 Neece Drive, Modesto, CA 95351, as more particularly described in Exhibit A, attached hereto and incorporated herein (the “Property”).

B. The Property contains, among other things, a baseball stadium, related facilities, and a parking lot.

C. Tenant desires to use, operate, manage, and maintain the Property for the presentation of professional baseball games, as well as recreational activities, sporting events, concerts, and other events.

D. The Tenant desires to lease the Property from City, and City desires to lease the Property to the Tenant, subject to the terms and conditions contained herein.

E. Tenant has agreed to allow Modesto City Schools, a California public school district (the “District), to use the Property for scholastic athletic events as further described herein.

F. City believes this Agreement to be in the public interest and serves an important public purpose by affording City residents the opportunity to attend the Tenants’ Home Games and other events at an attractive, professionally managed venue maintained for the public’s recreation and amusement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Tenant hereby agree as of the Effective Date as follows.

ARTICLE I

DEMISE OF PROPERTY

1.1 Incorporation of RecitalsThe Parties acknowledge the truth of the Recitals set forth above, and all such Recitals are hereby incorporated into this Agreement.

1.2 Creation of Lease.

City hereby leases to Tenant, and Tenant hereby leases from City, the Property for the Term subject to the terms and conditions and for the purposes set forth in this Agreement. #1..
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ARTICLE II
TERM OF LEASE; RENT

2.1 Term.This term of this Agreement shall commence on October 1, 2026 (the “Commencement Date”) and end on September 30, 2030, unless sooner terminated as provided for herein (the “Initial Term”). Between July 1 and November 30, 2030, the Tenant may exercise an option to extend the term of the Lease for an additional three years (the “Extension Term”, together with the Initial Term, the “Term”). The City may terminate the Tenant’s option to extend the Term if at any time prior to January 31, 2030, the City notifies Tenant in writing that the City is terminating Tenant’s option to extend due to Tenant’s prior breach of this Agreement (unless such breach was timely cured to the satisfaction of the City).

The expiration of the Term or the sooner termination of this Agreement is referred to herein as the “Lease Termination.” Tenant shall have absolutely no right to holdover and retain possession of the Property after the Lease Termination, unless the Parties otherwise agree in writing.

2.2 Rent.
a. The Tenant shall pay to the City rent for the Property (“Rent”) during the Initial Term in the amount of One Hundred Twenty Thousand Dollars ($120,000) per year.

Rent is due and payable in three (3) equal installments of Forty Thousand Dollars ($40,000), on July 1, August 1, and September 30, at the address shown in Section

14.5.2 or such other place as the City may designate in writing. Annually on the anniversary of the Commencement Date, the amount of the Rent shall increase by four percent (4%). The Parties agree that the first Rent payment of Forty Thousand Dolars ($40,000) shall be due and payable on July 1, 2026. b. In the event Rent is not received by City within thirty (30) days of the date Rent is due, the outstanding amount of Rent owed to the City shall accrue interest at the Default Rate until such date as the delinquent Rent and any accrued interest are paid in full.
c. In the event a Force Majeure event prevents the Tenant from using the Property, City shall prorate the Rent based on the number of days of the Force Majeure event as a proportion of the total number of days in the year.. For the purposes of proration, eighty-five percent (85%) of the Rent shall be attributable Home Games, and fifteen percent (15%) of Rent shall be attributable to other days. For example only, if a Force Majeure event impacted all Home Games, but no other day, the Tenant would be responsible for 15% of the Rent.

2.3 In Game Revenue.

The Tenant shall retain all revenue generated from ticket sales, merchandise sales, concessions sales, suite rentals, in-game promotion, and sponsorship signage for its events at the Property.

2.4 Utilities.
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3 John Thurman Field Lease
City shall obtain and be responsible for paying the cost and expense of the following utilities serving the Property: gas, electricity, water (for both irrigation and potable use), sewer, solid waste collection and trash removal, and telephone service. City shall not be responsible for, and have no liability related to, any disruption in utility services unless related to the City’s failure to timely pay for such services.

2.5 Use of Property by District. The Parties mutually agree that, throughout the Term of the Lease, the District shall have the right to use the Property as a venue for conducting or hosting professional baseball games, exhibition games, playoff games, Spring Training and tryouts, and practices (“Home Games”), in addition to other Tenant-hosted events on the Property (“Tenant Events”) during the Term of this Agreement to the exclusion of all other parties, except the School District, which shall have priority to use the Property for its scheduled games in February, March, and April (“School Games”), and the City, which may use the Property for its own events (“City Events”), so long as such City Events do not conflict with a scheduled Home Game, Tenant Event, or School Game or District Event (as defined in Exhibit C). The District’s right to use the Property shall be pursuant to a use agreement between the City and District. Such use agreement shall comply with the provision of Exhibit C. Nothing in this Agreement prevents the District from paying the City any form of compensation pursuant to such us agreement. Notwithstanding anything else contained herein, the Tenant shall at all times hereunder have the sole and exclusive right to use and occupy the offices within the Property, the Box Office, concession stands and supply areas, Press Box, and the merchandise store (the “Exclusive Spaces”). The Tenant may operate its offices, Box Office, and merchandise store at the Property on a year-round basis.

2.6 Termination. The Parties may mutually agree in writing to terminate this Agreement at any time. In addition, the Agreement may be terminated pursuant to the provisions of Section 13.

2.7 Surrender of Premises. Upon expiration or sooner termination of this Agreement, Tenant shall immediately and forthwith surrender possession of the Property and all improvements and alterations to the City in as good a condition as when received, reasonable wear and tear and damage from casualty excepted. Tenant shall remove all of its personal property and perform all restoration made necessary by the removal of said personal property and by the removal of any alterations in accordance with the provisions of this Agreement prior to the end of the Term.

Tenant shall vacate the Property by the end of the Initial Term or Extended Term, as applicable.

For purposes of this section 2.7, any equipment, machinery, devices, or similar hardware installed by Tenant for baseball purposes, weight room equipment, training room equipment, hitting screens/nets, IT servers/computer and grounds equipment and any other furniture, furnishings or equipment purchased by Tenant that is not considered a permanent addition to the Property, shall be considered personal property which Tenant may remove at the end of the Term.

ARTICLE III

TAXES, ASSESSMENTS AND OTHER CHARGES

3.1 Impositions.Throughout the Term, the Tenant shall pay prior to delinquency, all applicable personal property taxes, possessory interest taxes, license and permit fees, sales, use or occupancy #1..
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4 John Thurman Field Lease
taxes, assessments whether general or special, ordinary or extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, imposed on the Tenant pertaining to the Tenant’s use of the Property or part thereof. Without limiting the foregoing, Tenant understands and agrees that this Agreement may create a possessory interest on which a possessory interest tax may be imposed. Tenant shall pay any such possessory interest tax without obligation to City. All of the foregoing are hereinafter referred to as “Impositions.” Notwithstanding any of the foregoing, the City agrees that at no time during the Term of this Agreement or during the Renewal Period shall it impose any sort of entrance tax or ticket tax on Tenant’s revenue. Any such city-imposed tax shall result in such tax payments being offset dollar for dollar against Tenant’s Rent. The Tenant shall remain subject to all generally applicable taxes, and nothing in this section shall limit the City’s ability to enact, increase or other change generally applicable taxes.

3.1.1 Installments.If by law any Imposition is payable, or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), the Tenant may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same respectively become due and before any fine or penalty may be added thereto for the nonpayment of any such installment and interest. Any Impositions relating to tax years that are only partially included in the Term of this Agreement shall be prorated between the Tenant and the City.

3.1.2 Evidence of Payment. Upon written request by the City, the Tenant shall furnish evidence of payment prior to delinquency of all Impositions payable by the Tenant.

3.2 Tenant Right to Contest.The Tenant shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending the Tenant’s covenant to pay any such Imposition at the time and in the manner required by law. Any such contest shall be conducted in accordance with and subject to the requirements of all Applicable Laws and otherwise in a manner that does not subject the City’s title to the Property or Property to foreclosure or forfeiture. Tenant shall be solely responsible for the payment of any and all late fees, fines, penalties, and interest incurred as a result of Tenant’s contest of any Imposition. The Tenant shall indemnify, defend, and hold the City and its elected and appointed officers, officials, employees, agents and representatives (all of the foregoing, collectively the “City Indemnitees”) harmless from and against all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) (all of the foregoing, collectively “Claims”) arising as a result of or in connection with any such contest brought by the Tenant regarding any Imposition imposed or charged by any government agency other than the City. During any contest of an Imposition, the Tenant shall (by payment of disputed sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting of the City’s title, reversion or other interest in the Property. Upon final determination of the amount or validity of any Imposition contested pursuant to this Section 3.2, the Tenant shall immediately pay such Imposition and all costs and expenses relating to such challenge.
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5 John Thurman Field Lease

3.3 Tenant Duty to File.The Tenant shall have the duty of making or filing any declaration, statement or report which may be necessary or advisable in connection with the determination, equalization, reduction or payment of any Imposition which is or which may become payable by the Tenant under the provisions of this Article III, and shall notify the City in writing upon making such filing, declaration, statement or report, and the City shall not be responsible for the contents of any such declaration, statement or report; provided however, the City shall cooperate with the Tenant in connection with the foregoing, including joinder in any application pertaining thereto to the extent required under Applicable Law, all at no cost to the City.

ARTICLE IV

ALTERATIONS AND NEW CONSTRUCTION

4.1 Construction of Improvements. During the Term of this Agreement, the Tenant shall not make any permanent change, permanent alteration or permanent addition to the Property (collectively, the “Improvements”), or replace any movable fixture or equipment, without the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed. Any movable fixture or equipment replaced by the Tenant shall be of at least equal quality and value, unless City consents in writing otherwise. Tenant shall obtain all necessary governmental permits, licenses, and approvals for the Improvements prior to commencing work and City shall use its reasonable best efforts to facilitate the granting of such governmental permits, licenses and approvals. Tenant shall construct and install all Improvements in accordance with all applicable federal, state, and local laws, ordinances, regulations and rules, including to the extent applicable the requirement to pay prevailing wages pursuant to Labor Code section 1720 et seq., in compliance with the requirements of Labor Code section 1770 et. seq. When directed by the City, Tenant shall be responsible for, at its sole cost and expense, removing any Improvement installed without the prior authorization of the City, and returning the Property to the condition it existed in prior to the installation of the Improvement.

4.2 No Right to Demolish. Notwithstanding any other provisions of this Agreement, Tenant shall have no right to demolish any permanent Improvement, once built, without prior written consent of City. Movable fixtures and equipment added to the Property by the Tenant will remain the property of the Tenant.

ARTICLE V

MANAGEMENT, USE AND OPERATION OF THE PROPERTY

5.1 Permitted Uses.

A. The Tenant may use the Property for the presentation of professional or semiprofessional, collegiate, or amateur baseball games, including without limitation, exhibition games, regular season games, practices, pre-season or Spring Training games, and playoff games (collectively, “Home Games”) and ancillary related uses.

B. When the Property is not in use for baseball games, Tenant may schedule other activities, including concerts, conventions, and other commercial events, subject to Tenant obtaining any required permits, licenses or approvals, including but not #1..
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limited to Entertainment Permits, from the City for such events. The Tenant shall pay the applicable fees for any permits or licenses obtained from the City.

C. The Tenant may launch fireworks from the Property immediately outside the ballpark at any time during events it is hosting. Tenant shall obtain all required permits and licenses, and pay all required fees, for such fireworks displays, and City shall not unreasonably delay, condition or withhold such permits (to the extent such permits are granted by the City). City shall use reasonable best efforts to assist Tenant, upon request, with requests for permits from the State Fire Marshall.

D. The Tenant shall not use or permit the Property to be used in whole or in part during the Term for any purpose other than as permitted pursuant to this Agreement without the City’s written consent. Tenant shall be responsible for providing, at its own cost and expense, all personnel necessary to carry out the permitted uses on the Property, including any reasonably necessary security.

E. Except during School Games, District Events, and City Events, Tenant shall, at all times, be solely responsible for operating and managing, and cause to be operated and managed, the Property in accordance with any required standards of performance applicable for the professional or semi-professional baseball games played at the Property.

F. City shall have no obligation or duty to provide Tenant or its players and personnel any equipment necessary to allow them to play baseball on the Property. Other than the City-Funded Tenant Improvements referenced in Section 5.10.3 of this Agreement, City shall have no obligation or duty provide team equipment, furniture, and facilities, other than the Property and all of its existing structures, to provide for efficient operation and functioning of the team and its business operations, including such equipment necessary for Tenant to perform its maintenance obligations hereunder.

5.2 Team Name.

The Tenant will hold a “Name the Team” contest for team that will play its home games at the Property, and will consult the City as it considers suggested Team names. The Tenant shall not select a name that might reasonably be considered to be immoral, deceptive, scandalous, derogatory, or obscene; or to injure, tarnish or damage the reputation and goodwill associated with the City (“City Standards”), as determined by the City in its sole discretion. Once the City determines that the team’s name complies with the City Standards, the City shall not have any ongoing right during the Term or any extension thereof to reconsider and/or change its determination that the team’s name meets the City Standards. The Mayor and other city officials will join the Tenant at a press conference for the announcement of the new team’s name.

5.3 Security & First Aid.
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The Tenant shall provide and pay for all necessary security, crowd control, and First Aid personnel within the ballpark for all Home Games and Tenant Events. All such services shall be provided by qualified individuals and firms, licensed to do business in California and within the City of Modesto. Prior to March 31, 2026, and from time to time as requested in writing by the City, the Tenant shall meet with the City to discuss appropriate staffing levels.

5.4 Parking.

A. Except as otherwise provided in this Agreement, Tenant shall have the right to operate and control the parking lot facilities contained within the Property for its home games and other authorized uses allowed under this Agreement.

B. The Tenant shall not charge for parking for any event at the Property. The Tenant may charge for parking at the Property with twenty-one (21) days’ prior written notice of the City, and the City shall be entitled to 25% of all net revenue from parking charges, unless otherwise agreed to by the Parties in writing. All parking receipts shall be secured, handled, and accounted for by Tenant.

C. During Home Games and Tenant Events, the staffing and operation of said parking facilities will be at Tenant's expense. Any request by the Tenant for on-duty City personnel, including police officers, to assist in managing parking operations shall be negotiated with the City separately from this Lease.

D. The City shall control and manage public parking on days when City Events are scheduled. The City shall require the District to manage public parking on days when School Games and District Events are scheduled.

The Tenant shall not be responsible for providing any traffic control outside of the Property. If the City, in its sole judgment, determines that traffic control is necessary, the City may provide such traffic control at its own expense.

5.5 Naming Rights.

A. Tenant shall have the sole right to market, sell or license the naming rights of the Property, or any facilities therein. The City shall actively assist the team in selling such rights, including helping the Tenant set up sales meetings with potential naming rights purchasers. Notwithstanding anything herein to the contrary, the Tenant may not select a stadium name that might reasonably be considered to be immoral, deceptive, scandalous, derogatory, or obscene; or to injure, tarnish or damage the reputation and goodwill associated with the City, as determined by the City in its sole reasonable discretion.

B. In the event that the annual gross revenue received by the Tenant for the naming rights of the Property, or any facilities therein, (the “Naming Rights Revenue”) is not more than $150,000, the Tenant shall pay to the City 15% of the Naming Rights Revenue. If the Naming Right Revenue is more than $150,000, the Tenant shall pay to the City 20% of the Naming Rights Revenue. As consideration for such payment, the City shall use its #1..
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best efforts to include the name of the Naming Rights purchaser on all City-owned wayfinding and directional signage.

C. No later than thirty (30) days after the end of each calendar year, the Tenant shall make a payment for the City’s share of Naming Rights Revenue which was generated during the preceding calendar year. Such payment shall be accompanied by a detailed accounting of such revenues, which shall include copies of invoices, contracts, and any other documents reasonably requested by the City to validate the Naming Rights Revenue.

D. Use of Property Name and Logo. The Parties agree to refer to the Property by the New Name for all events of any kind taking place at the Property. In any printed statement, including tickets related to any game or event occurring at the Property, the Parties agree to use the New Name and logo of the entity securing such Naming Rights.

E. No Conflict. The Parties agree not to print any advertisement on tickets for any game or event that conflicts with the major or material products or services advertised or offered for sale by the owner or licensee of the Property Naming Rights or Playing Field Naming Rights without the written permission of the purchaser(s) of such rights. Nor shall any Party engage a sponsor of any game or event at the Property which sells major or material products or services that conflicts with the major or material products or services advertised or offered for sale by the entity securing such Property Naming Rights or Playing Field Naming Rights without the written permission of the purchaser(s) of such rights

5.6 Advertising. Tenant shall have the right to sell, display and maintain advertising on the each side of the outfield fence facilities and scoreboard, first and third base coaching boxes, the Playing Field, concourse, batting cages, concession stands and on signs which may be attached by Tenant to the front and back of the bleachers and other areas within the Property, only. Tenant shall, at Tenants sole cost and expense, provide, maintain, repair and replace all advertising locations and advertising and shall retain all revenues collected from such sales. However, Tenant shall not sell, display or maintain any advertising for tobacco or marijuana products, services or businesses.

Tenant shall have the right to display its logos throughout the inside and outside of the Property.

This right shall include appearing on both Tenant signage and City signage, including wayfinding and directional signage, as well as signage anywhere on the scoreboard.

5.7 Alcohol Sales. Tenant shall be the exclusive holder of pouring rights at the Property, including all types of alcoholic beverages, and shall retain all revenues derived from the sale of alcoholic and non-alcoholic beverages. Tenant (or its designee) may serve alcoholic beverages at the Property in accordance with all appropriate licenses and pursuant to applicable laws and regulations. Tenant shall develop and implement an education program to educate and train Tenant's employees, contractors, vendors, and agents, including without limitation, parking lot attendants, vendors, ticket takers and security personnel, regarding the responsible consumption of beer and wine at events held at the Property. Tenant shall not permit the consumption of alcoholic beverages at the Property after the 7th inning of the last baseball game scheduled to be #1..
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played on any given date. At events other than baseball games, Tenant shall not permit the consumption of alcoholic beverages later than one half hour prior to the scheduled conclusion of the event.

5.8 Nondiscrimination.The Tenant herein covenants that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Property herein leased nor shall the Tenant himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the Property herein leased.

5.9 Easements; Reservation of Rights.The City reserves the right to locate and construct its own utilities and to grant nonexclusive easements across the Property and Property for utility and other purposes including the installation, maintenance, repair and replacement of utilities; provided that the exercise of such rights do not interfere with the Tenant’s use of the Property for the purposes set forth herein, or obstruct any sign or advertisement on the Property in any manner.

5.10 Maintenance and Inspection of the Property.

5.10.1 Maintenance.At the Tenant’s sole cost and expense throughout the Term, and except as expressly provided elsewhere herein, the Tenant shall, operate, maintain and manage the Property, including all improvements thereon (including all furnishings, fixtures and equipment), in reasonably good order and repair and in neat, clean sanitary and safe condition in compliance with all local, state and federal laws, statutes and regulations relating to the use, occupancy or operation of the Property. Upon the request of Tenant, the City shall use its best efforts to provide the Tenant with information about complying with all municipal and state laws, statutes, rules, and regulations. The Tenant shall promptly, at the Tenant’s own cost and expense, make all reasonably necessary non-Structural Repairs, including replacements or renewals when necessary, and all such repairs shall be at least equal in quality to the original work, reasonable wear and tear accepted. The Tenant shall keep and maintain all portions of the Property in a reasonably clean and orderly condition, free of accumulation of rubbish and graffiti (though City acknowledges herein its responsibility for obtaining prompt solid waste and trash collection services for the Pproperty), and keep the Property in condition not detrimental to the surrounding properties and free from hazards to the general public. Without limiting the foregoing, the Tenant shall be solely responsible for the maintenance of the playing field, as well as cleaning the ballpark, clubhouses, and parking lots. Either Party’s failure to maintain the Property in accordance with this Agreement shall, in the aggrieved Party’s discretion, be grounds for termination of this Agreement pursuant to Article XII.

The City will be responsible for any necessary rodents, critters, or vermin extermination services within the ballpark, as well as maintaining the landscaping, lawns, trees, mulch and any flower beds located on the Property and outside of the ballpark (including the removal of noxious weeds) (“Landscaping Maintenance”).
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5.10.2 Inspection.At any time during the Term, upon at least forty-eight (48) hours advance notice and during normal business hours (defined herein as 9am - 5pm PT), the City may conduct inspections of the Property to confirm that it is being properly maintained as required herein. Following its inspection, the City may deliver to the Tenant written notification of any portions of the Property which the City has determined are not being properly maintained, and the Tenant shall promptly prepare and deliver to the City the Tenant’s proposed plan for remedying the indicated deficiencies. The Tenant’s failure to deliver a remedial plan and to complete remedial work within a reasonable time (in no case less than 15 days) as determined by the City in its reasonable discretion shall be a default under this Agreement.

The failure of the City to inspect or to notify the Tenant of any deficiency shall not be a waiver of default or of the City’s right to enforce the Tenant’s maintenance and repair obligations.

5.10.3 City Funded Tenant Improvements.

A. The City shall promptly reimburse the Tenant for up to Nine Hundred and Fifty Thousand Dollars ($950,000) for specified tenant improvements undertaken by the Tenant. Such improvements shall be limited to the installation of new outfield wall padding, safety nets, and drink rails for fans and players, as well as new flooring, tile, paint, fixtures, and other aesthetic improvements in the offices, clubhouses, bathrooms, seating bowl and any other facilities on the Property. The City shall not provide reimbursement for any other improvements without the prior written authorization of the City Manager.

To obtain reimbursement from the City, Tenant shall submit an invoice to the City, along with a detailed accounting of the cost of the improvements undertaken, which shall include copies of invoices and any other documents reasonably requested by the City to validate the costs. The City shall be authorized to inspect any such improvements. City shall reimburse the Tenant for any undisputed invoice within forty-five (45) days.

B. If the Lease is terminated by Tenant due to Tenant’s breach before the end of the Term, the Tenant and/or Tenant’s parent company shall repay the tenant improvement funds as follows: $475,000 if the lease is terminated before September 30, 2026, $250,000 if the Lease is terminated before September 30, 2027, and $100,000 if the lease is terminated before September 30, 2028.

5.10.4 City’s Structural Maintenance Obligation. The City shall be responsible for maintaining, repairing, or replacing, the structural integrity of the buildings and permanent fixtures and other improvements that are a fixed part of the Property, including the irrigation system, foundations, walls, subflooring, ceilings, roof, perimeter fencing, window and door frames, (not including screens and panes), gutters and down spouts, light poles, grandstands, concession stands, concourse, all mechanical, electrical, and plumbing elements, including the HVAC system, dugouts, railings, kitchen and permanent appliances, walk-in coolers and freezers, the public address system and sound system, all pipes, wires, cables, fiber optics, and underground utilities, #1..
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the scoreboard and electronic videoboard, the Batter’s Eye, the seats and seating bowl, the irrigation and drainage systems, and backstop in a safe and non-hazardous condition (collectively, the “Structural Repairs”). Notwithstanding the foregoing, the Tenant shall, and hereby agrees, to reimburse City for City's total cost of repairs made necessary by the activities and operations of Tenant, Tenant's agents, employees, contractors or invitees, other than normal wear and tear caused by the permitted uses. Tenant shall notify City immediately if Tenant becomes aware that any such Structural Repairs are necessary. City shall have no obligation to perform any maintenance on the Property except as specified herein, and shall have no obligation to maintain or repair buildings and permanent fixtures and other improvements on the Property except as necessary to preserve the structural integrity thereof in a safe and non-hazardous condition. City’s maintenance described here shall be defined as the “General Maintenance”.

5.11 City’s Right to Perform Tenant Obligations.If following notice and the expiration of any applicable cure period as set forth in Section 13.2.1, the Tenant fails to perform its obligations to maintain the Property in accordance with the standards set forth in this Agreement, the City shall have the right, but not the obligation, to perform such work upon delivery of written notice to the Tenant, and the Tenant shall reimburse the City for all reasonable expenditures the City incurs in connection with such work together with interest thereon at the Default Rate specified in Article IX. The City’s election to undertake such obligation shall not operate as a waiver of any other right or remedy the City may have pursuant to this Agreement.

5.12 City Not Obligated to Perform Repairs.Excluding Structural Repairs, Landscaping Maintenance, General Maintenance and repairs resulting from School Games, District Events and City Events, the City shall not be obligated to make any repairs, alterations, additions, improvements or betterments to the Property during the term of this Agreement nor shall the City be obligated to maintain or operate the Property.

5.13 Compliance with Laws.Each Party shall, at its sole cost and expense, shall comply with all applicable state and federal laws and regulations, including without limitation, all applicable state and federal labor laws and standards, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., California Government Code Section 4450, et seq., California Government Code Section 11135, et seq., and the Unruh Civil Rights Act, California Civil Code Section 51, et seq.

Tenant shall comply with all City ordinances and regulations relating to noise, business hours, pertaining to the use, operation, and management of the Property, and the City shall not pass any law, statute or rule infringing on Tenant’s right to Quiet Enjoyment. (All of the foregoing state, federal and local laws, regulations and ordinances are referred in this Lease as the “Applicable Laws.”) The Tenant shall not itself use the Property for any unlawful purpose or perform, permit or suffer any act of omission or commission upon or about the Property which would result in a nuisance or a violation of law. The Tenant shall use its best efforts to not permit any permittees, licensees, guests or invitees to use the Property for any unlawful purpose or perform, permit or suffer any act of omission or commission upon or about the Property which would result in a nuisance or a violation of law.

5.14 Prevailing Wages. Tenant recognizes that maintenance, alterations and construction of Improvements may be a "public work" for the purposes of California Labor Code Sections 1720 #1..
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et seq., and agrees to pay the general prevailing rate of per diem wages for work of similar character in the Modesto area to the extent applicable. Tenant shall comply with all requirements regarding the payment of prevailing wages pursuant to California Labor Code Section 1771 et seq.

5.15 Tenant Right to Contest.The Tenant shall have the right to contest by appropriate proceedings, in the name of the Tenant, and without cost or expense to the City, the validity or application of any Applicable Law. If compliance with any Applicable Law may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge or liability against the Property or Tenant’s interest therein, and without subjecting the Tenant or the City to any liability, civil or criminal, for failure so to comply therewith, the Tenant may delay compliance therewith until the final determination of such proceeding. The Tenant shall indemnify, defend (with counsel approved by the City, which shall not be unreasonably withheld, delayed or conditioned), protect and hold the City Indemnitees harmless from and against all Claims arising in connection with any such contest brought by the Tenant. The foregoing indemnity obligation shall survive the expiration or earlier termination of this Agreement.

Notwithstanding anything contained herein, the Tenant’s indemnification obligations under this Section shall not apply to the extent that the Tenant is challenging a City law or regulation.

5.16 Civil Code section 1812.97 Warning. Tenant shall conspicuously post the following in each locker room on the Property: Warning: Use of steroids to increase strength or growth can cause serious health problems. Steroids can keep teenagers from growing to their full height; they can also cause heart disease, stroke, and damaged liver function. Men and women using steroids  may develop fertility problems, personality changes, and acne. Men can also experience premature balding and development of breast tissue. These health hazards are in addition to the civil and criminal penalties for unauthorized sale, use, or exchange of anabolic steroids.

5.17 City’s Use Rights. Tenant and City understand and agree that City retains the right to use the Property for up to five (5) City events per year with no rental fee charged to the City. Such events will be limited to City sponsored organizational not-for-profit events. City will agree to reimburse the Tenant for costs associated with operating the facility during the event and the Tenant retains all concession rights during the event. The City shall be responsible for providing, as it deems appropriate, security, clean-up, staffing, supplies, event management, and ticketing operations at City Events, District Events, and School Games. Following any such City Event, District Event, or School Game, the City shall return the Property to the Tenant in the same condition as it received it from Tenant and any damages caused by the City shall be repaired and returned to the condition it received the property from the Tenant within twentyfour (24) hours. If City fails to return the Property to the Tenant in the required condition, the Tenant may perform any necessary maintenance and repairs itself, and the City shall be responsible for promptly reimbursing Tenant for such costs.

Notwithstanding anything in this Agreement to the contrary, the City shall not permit any professional baseball, semi-professional, collegiate, or amateur (other than K-12 scholastic) league use of the Property, at any time, during the Term of this Agreement, without the prior written permission of the Tenant.
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5.18 Broadcasting, Telecasting, Webcasting and Live Streaming. Tenant shall have the right to broadcast, telecast, webcast and live stream its Home Games, activities and events via broadcast TV, cable TV, radio, and/or the Internet, and the Team (or its rights owner) shall bear all costs and receive and retain any and all revenues, if any, generated therefrom.

ARTICLE VI
CONDITION OF THE PROPERTY; ENVIRONMENTAL MATTERS

6.1 Condition of the Property.

6.1.1 AS-IS Condition.The Tenant will lease the Property in its “AS IS” condition as such condition exists as of the Commencement Date, without any warranties whatsoever regarding its condition except as specifically described in this Agreement, and with all faults and defects, if any, that may be located on, under, or around the Property, whether known or unknown whether known or unknown, suspected or unsuspected, actual or potential. Tenant had the opportunity to complete physical inspections of the Property and perform due diligence related to the lease of the Property, and has completed such inspections and due diligence as Tenant deems appropriate, in its sole and absolute discretion.

The City agrees, prior to the execution of this Agreement, to disclose to Tenant any known or reasonably suspected defects or deficiencies of the Property, including the existence or prior existence of any Hazardous Materials.

6.1.2 No Representations.The Tenant acknowledges that except as expressly set forth herein, the City makes no representations or warranties expressed or implied regarding the condition of the Property or the fitness or suitability thereof for the Tenant’s purposes, including but not limited to, the condition of the soil, its geology, topography, the presence or absence of fill, the presence or absence of Hazardous Materials, drainage, flood zone designation, or compliance with Hazardous Materials Laws, and no patent or latent defect or deficiency in the condition of the Property shall affect the rights of the Tenant or the City hereunder. The Tenant shall rely solely on its own independent knowledge of the Property and judgment as to all matters relating to the Property. The City shall disclose all known or reasonably suspected hazardous conditions and defects concerning the Property that may reasonably impact the Tenant’s intended use of the Property. The Tenant acknowledges and agrees that prior to the Effective Date it has made such investigations of the Property, including without limitation such inquiries of governmental agencies, soils testing, tests and inspections as Tenant deemed necessary to determine the condition of the Property, and has approved all such characteristics and conditions and shall lease the Property in its condition as of the Effective Date “AS-IS” “WHERE-IS” AND WITH ALL FAULTS.

6.2 Tenant’s Covenants.The Tenant hereby covenants and agrees that throughout the Term:
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(a) Tenant’s use and operation of the Property shall be in compliance with all Hazardous Materials Laws, and the Tenant shall not cause or permit the Property or any portion thereof to be in violation of any Hazardous Materials Laws. (b) Upon receiving knowledge of the same, the each party shall immediately advise the other party in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the City, Tenant or the Property pursuant to any applicable Hazardous Materials Laws; (ii) any and all complaints, claims, citations, demands, inquiries, reports, or notices made or threatened by any third party against the City, Tenant or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials; (iii) the presence or release of any Hazardous Materials in, on, under, about or from the Property; or (iv) City’s or Tenant’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property classified as "Border Zone Property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in connection therewith, that may in any way affect the Property pursuant to any Hazardous Materials Laws or cause it or any part thereof to be designated as Border Zone Property. The matters set forth in the foregoing clauses (i) through (iv) are hereinafter referred to as “Hazardous Materials Claims.” Each Party shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim, and to have its reasonable attorney's fees in connection therewith paid by the other party.
(d) Without either party’s prior written consent, which shall not be unreasonably withheld, the other party shall not take any remedial action in response to the presence of any Hazardous Materials in, on, under, or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case each party agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise with respect to any Hazardous Materials Claim.

6.3 Definitions.

6.3.1 Hazardous Materials. As used herein, “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body, including any material or substance which is: (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter

6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous #1..
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Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated biphenyls; (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (ix) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317); (x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq., as the foregoing statutes and regulations now exist or may hereafter be amended.

6.3.2 Hazardous Materials Laws. As used herein “Hazardous Materials Laws” means all federal, state and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes and regulations cited in the preceding Section 7.4.1, as any of the foregoing may be amended from time to time.

ARTICLE VII

INDEMNITY AND INSURANCE

7.1 Indemnity.Tenant shall indemnify, defend (with counsel reasonably acceptable to the City) and hold the City Indemnitees harmless from and against any and all Claims arising during the Term and arising from or in connection with any acts, omissions, or activities of Tenant, and its officers, officials, employees, agents, volunteers, guests, and licensees in the use of the Property or any breach of this Agreement. The obligations of the Tenant under this Article shall not apply to any Claim or other matter caused as a result of sole negligence or willful misconduct of the City.

This Section shall survive the expiration or earlier termination of this Agreement.

The City shall indemnify, defend (with counsel reasonably acceptable to the Tenant) and hold Tenant and its officers, directors, employees, agents, and representatives, harmless from and against any and all Claims arising out of the use of the Property or breach of this Agreement by the City, or its officers, officials, employees, agents, volunteers, guests, and licensees, including but not limited to a School Game or District Event. The obligations of the City under this Article shall not apply to any Claim or other matter caused as a result of sole negligence or willful misconduct of the Tenant. This Section shall survive the expiration or earlier termination of this Agreement.

7.2 Insurance Requirements.

7.2.1. Tenant Insurance. The Tenant shall procure, at its sole expense, and maintain in full force and effect during the Term, the insurance listed in Exhibit B, attached hereto and incorporated herein, naming the City as additional insured and/or loss payee.

If the Tenant undertakes the construction of any improvements pursuant to Article IV, the Tenant shall ensure that its general contractor carries liability, property damage, workers’ compensation, and builder’s risk insurance throughout construction of the Improvements, naming the Indemnitees as additional insureds and otherwise in compliance with all requirements set forth in this Section

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7.2.2 City Insurance. The City shall procure, at its sole expense, and maintain in full force and effect during the Term, enough insurance to cover the rebuilding or replacement of the Property in the event of any damage. City shall maintain a deductible on such insurance at all times of less than one million dollars ($1,000,000).

7.2.2 If either Party undertakes the construction of any improvement to the Property, the Party making the improvement shall ensure that its general contractor carry liability, property damage, workers’ compensation, and builder’s risk insurance throughout construction of the improvement, naming the other Party as an additional insured and otherwise in compliance with all requirements set forth in this Section 7.2.

ARTICLE VIII

DAMAGE AND DESTRUCTION

8.1 Damage or Destruction.In the event of any damage to or destruction of the Property with an estimated cost of one million dollars ($1,000,000) or greater to repair (excluding any insurance proceeds actually received), the City shall elect by written notice delivered to Tenant within sixty (60) days following the date of the occurrence of the damage to either remove the Property or restore and rebuild the Property as nearly as possible to their condition immediately prior to such damage or destruction, subject to any restrictions imposed by changes in any Applicable Law. If the City elects to restore the Property, the City shall commence diligently and continuously to carry out such rebuilding to full completion as soon as possible and shall commence reconstruction of the Property within the earlier of ninety (90) days following the date of occurrence of the damage or the date upon which insurance proceeds are made available for such work. If the City does not elect to restore the Property because of the extent of the damage to the Property, then the City may exercise its right to terminate this Agreement pursuant to Section 9.3 upon delivery of written notice to the Tenant. In the event of damage to the Property which was not caused by Tenant’s negligent acts or omissions or Tenant’s use of the Property, the Rent payable by Tenant for the period required for the repair, remediation, or restoration of such damage shall be abated.

8.2 Notice Required.In the event of material damage to or destruction of the Property, or any part thereof, the Tenant shall promptly give the City notice of such occurrence and take all actions reasonably required to mitigate against hazards caused by such damage or destruction. For purposes of this Article VIII, damage or destruction shall be deemed to be material if the estimated cost to repair equals or exceeds twenty-five thousand dollars ($25,000).

8.3 City’s Right to Terminate.Notwithstanding any contrary provision of this Article VIII, the City shall have the option to terminate this Agreement and be relieved of the obligation to restore the Property where the estimated cost to repair damage to or destruction of the Property is one million dollars ($1,000,000) or greater (excluding any insurance proceeds actually received). #1..
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ARTICLE IX
CITY’S RIGHT TO PERFORM TENANT’S COVENANTS
If the Tenant shall at any time fail to pay any Imposition or other charge payable by the Tenant to a third party as required by this Agreement, or to comply with the requirements set forth in Section 8.2 pertaining to insurance, or to make any other payment or perform any other act on its part to be made or performed hereunder within the time permitted by this Agreement, then the City, after thirty (30) days’ written notice to the Tenant and without waiving or releasing the Tenant from any obligation of the Tenant hereunder, may (but shall not be required to): (i) pay such Imposition or other charge payable by the Tenant; (ii) pay for and maintain the insurance policies required pursuant to this Agreement, or (iii) make such other payment or perform such other act on the Tenant’s part to be made or performed under this Agreement; and the City may enter upon the Property for such purpose and take all such action thereon as may be reasonably necessary therefor.

All amounts payable by either Party to the other Party under any of the provisions of this Agreement, if not paid within thirty (30) days of when they become due as provided in this Agreement, shall bear interest from the date they become due until the date paid at the Default Rate. The “Default Rate” shall mean interest calculated at an annual rate equal to the lesser of twelve percent (12%) or the maximum rate of interest permitted by law.

ARTICLE X

MORTGAGES

10.1 Non-Subordination of Fee.Nothing in this Agreement shall be construed as an agreement by the City to subordinate its fee interest in the Property or its right to rent payments hereunder or any other right of the City herein. Except as expressly set forth in this Agreement, the Tenant shall not mortgage its interest in the Property without the City’s prior written approval. Notwithstanding anything to the contrary, the City shall have no obligation to encumber or otherwise subordinate its fee interest in the Property or approve any mortgage of the Tenant’s leasehold estate.

10.2 Construction Liens. The City shall keep the Property free and clear of all construction and mechanics liens and shall be responsible for obtaining unconditional lien waivers and releases from all subcontractors, vendors, and suppliers for all improvements to the Property. The City shall indemnify and hold Tenant and its officers, directors, employees, agents, and representatives harmless from any construction liens imposed on the Property and all actual attorney fees and court costs incurred in removing the liens arising out of the City’s or its agents’ or contractor’s work on the Property. This Section shall only apply to work undertaken by the City or its contractors, and not by the Tenant.
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ARTICLE XI
ASSIGNMENT, TRANSFER, SUBLETTING; NONDISTURBANCE AND

ATTORNMENT

11.1 Restrictions on Transfer, Assignment and Encumbrance.

Tenant may assign this Agreement, with the written approval of the City, which shall not be unreasonably delayed, withheld or conditioned, to any Persons succeeding in the ownership of the Tenant, provided that such successor is first approved by the Pioneer Baseball League’s Board of Directors and the league allows the franchise to continue to play its Home Games at the Property under the terms of this Agreement. Excepting the aforementioned, the Tenant shall may not sell, transfer, sublet, assign, encumber, hypothecate or otherwise convey (“Transfer”) its leasehold interest hereunder or any portion of its interest in the Property or this Agreement voluntarily, involuntarily, by operation of law, or otherwise, without the City’s prior written consent, not to be unreasonably withheld, conditioned or delayed, unless such Transfer is to an entity capable of performing the uses in Section 5.1(a). No voluntary or involuntary assignee, subtenant, or successor in interest of the Tenant shall acquire any rights or powers under this Agreement absent such consent.

Any transfer other than that described in this Section 11.1 shall constitute an Event of Default under this Agreement by the Tenant, and the City shall have the right to terminate this Agreement pursuant to Article XII as a result of any such transfer taking place, in which case this Agreement shall not be treated as an asset of the Tenant.

11.2 Sale by City. Nothing contained in this Agreement shall be deemed in any way to limit, restrict or otherwise affect the right of the City to sell, transfer, assign or convey all or any portion of the right, title and estate of the City in the Property and in this Agreement. If any portion of the Property is to be sold or transferred by the City, the City must provide the Tenant at least nine (9) months notice and under no circumstances shall any sale, transfer, assignment or conveyance of the Property prevent the Tenant from completing any Pioneer Baseball League season in that same calendar year. At such time as the City shall sell, transfer, assign or convey the entire right, title and estate of the City in the Property and in this Agreement, all obligations and liability on the part of the City arising under this Agreement after the effective date of such sale, transfer, assignment or conveyance shall terminate as to the City, and thereupon all such liabilities and obligations shall be binding upon the transferee.

11.3 Quiet-Enjoyment.Provided that the Tenant is not in default under this Agreement, the Tenant’s possession, use and enjoyment of the Property (“Quiet Enjoyment”) shall not be interfered with, disturbed or diminished, or otherwise affected in any manner as a result of any act or omission of the City, or any exercise of any remedies under this Agreement. #1..
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ARTICLE XII

DEFAULT, REMEDIES AND TERMINATION

12.1 Event of Default.The Tenant shall be in default under this Agreement upon the occurrence of any of the following (“Events of Default”):
(a) Payment of Rent. The Tenant at any time is in default hereunder as to payment of Rent and such default continues for thirty (30) days after City provides written notice of Tenant’s failure to pay Rent.
(b) Other Monetary Obligations. The Tenant at any time is in default hereunder as to any monetary obligation, subject to the Tenant’s rights to contest such charges pursuant to Section 3.2), and such default continues for thirty (30) days after the date upon which the City shall have given the Tenant a Notice of Default (as defined in Section 13.2.1) unless a different cure period is specified for such default;
(c) Abandonment. The Tenant abandons the Property and ceases to use it for the purposes authorized hereby for a period of ninety (90) days or more or as established pursuant to Section 1951.3 of the California Civil Code;
(d) Transfer. A voluntary or involuntary Transfer of all or any portion of the Tenant’s interest in this Agreement occurs in violation of the provisions of Article XI; (e) Non-Monetary Obligations. The Tenant defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 13.1, and unless a shorter cure period is specified for such default, the default continues for thirty (30) days after the date upon which the City shall have given written notice of the default to the Tenant.

12.1.2 The City shall be in default under this Agreement upon the occurrence of any of the following (“Events of Default”):
(a) Failure to Make Structural Repairs. The City shall be considered in default hereunder should it fail to commence and diligently pursue a necessary Structural Repair and such default continues for thirty (30) days after receipt of written notice from the Tenant.
(b) Failure to Perform Maintenance. The City shall be considered in default hereunder should it fail to perform required Landscaping Maintenance and such default continues for thirty (30) days after receipt of written notice from the Tenant. (c) Failure to Return the Property and/or the Playing Field to Its Prior Condition. The City shall be considered in default hereunder should it fail to return the Property and/or the Playing Field to its prior condition before a City Event, District Event, or a School Game as described in Section 5.15 of this Agreement. #1..
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(d) Tenant Lock Out. The City fails to provide Tenant reasonable access to the Property at any point during the Term of this Agreement. (e) Lack of Peaceful Enjoyment. The City fails to provide Tenant Quiet Enjoyment and use of the Property.

12.2 Notice and Opportunity to Cure.

12.2.1 Notice of Default. Upon the occurrence of a default hereunder, the non-defaulting party shall deliver a notice to the nonperforming party (the “Notice of Default”), stating the nature of the obligation which such nonperforming party has failed to perform, and stating the applicable period of time, if any, permitted to cure the default.

12.2.2 Failure to Give Notice; No Waiver. Failure to give, or delay in giving, the Notice of Default shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. No failure or delay by either party in asserting any rights and remedies as to any breach shall operate as a waiver of any breach or of any such rights or remedies. Delay by either party in asserting any of its rights and remedies shall not deprive such party of the right to institute and maintain any action or proceeding which it may deem appropriate to protect, assert or enforce any such rights or remedies.

12.3 Remedies Upon Default.

12.3.1 City’s Remedies.Upon the occurrence of any Event of Default and in addition to any and all other rights or remedies of the City hereunder and/or provided by law, the City shall have the right to terminate this Agreement to re-enter the Property and take possession thereof.

The City’s re-entry or taking of possession of the Property shall not be construed as an election on the City’s part to terminate this Agreement unless the City shall have given written notice of such intention to the Tenant. In no event shall this Agreement be treated as an asset of the Tenant after any final adjudication in bankruptcy except at the City’s option so to treat the same but no trustee, receiver, or liquidator of the Tenant shall have any right to disaffirm this Agreement.

13.3.2 Right to Injunction; Specific Performance.In the event of a default by the either Party under this Agreement, the non-defaulting Party shall have the right to commence an action against the defaulting Party for damages, injunction and/or specific performance. The defaulting Party’s failure, for any reason, to comply with a court-ordered injunction or order for specific performance shall constitute a breach under this Agreement

12.4 Termination Due to City Breach.

If the Lease is terminated by City due to City’s breach before the end of the Term, the City shall pay the Tenant a termination fee as follows: $475,000 if the lease is terminated before September 30, 2026, $250,000 if the Lease is terminated before September 30, 2027, and $100,000 if the lease is terminated before September 30, 2028.
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12.5 Remedies Cumulative.

No remedy specified in this Article XII shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy provided hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy provided by this Agreement may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations set forth herein.

ARTICLE XIII

DISPUTES

13.1 Dispute Resolution. No breach or Event of Default shall be deemed to have occurred unless and until a formal notice asserting the Event of Default has been sent by the aggrieved Party and received by the other Party. The Parties shall endeavor to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. Should any controversy, claim, or question of interpretation in dispute between the Parties arising out of or relating to this Agreement, or the breach, termination or validity thereof, remain unresolved or uncured thirty (30) days after a formal notice has been sent by the aggrieved Party and received by the other Party, then the two Parties shall be required to initiate good faith negotiations to resolve or cure the alleged breach or disputed matter. If, after thirty (30) more days, the alleged breach or matter in dispute still has not been resolved or substantially cured, then the matter in dispute shall be subject to non-binding mediation.

13.2 Fees and Costs. In the event of any litigation between the Parties arising out of this agreement, the prevailing Party shall be entitled to recover its reasonable costs and expenses, including attorneys’ fees, related thereto from the other Party. The court may set such fees in the same action or in a separate action brought for that purpose.

ARTICLE XIV GENERAL PROVISIONS

13.1 Force Majeure; Extension of Times of Performance.

Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, pandemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, unusually severe weather, or any other cause beyond the affected Party’s reasonable control (all of the foregoing “Force Majeure”). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section.
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13.2 City’s Right to Enter the Property.The City and its agents may enter the Property from time to time with at least forty-eight (48) hours advance notice and during normal business hours (9am – 5pm), except in the case of an emergency when necessary to protect public health and safety, in which case no notice shall be required, to inspect the same, to post notices of nonresponsibility and similar notices, and to discharge the Tenant’s obligations hereunder when the Tenant has failed to do so within thirty (30) days after written notice from the City.

13.3 Representations of City and Tenant.

13.3.1 The Parties hereby represent and warrant that as of the Effective Date the following are true and correct: (a) this Agreement constitutes the legally valid and binding obligation of the Parties, enforceable against each Party in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) the person for each Party executing this Agreement is authorized to do so; and (c) the execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon either Party or any agreement to which either Party is a party or may be bound.

13.3.2 City hereby represents and warrants that as of the Effective Date the following are true and correct: (a) this Agreement constitutes the legally valid and binding obligation of the City, enforceable against the City in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally. The City also represents and warrants that it has no actual knowledge or reasonable suspicion of any violation of any Hazardous Materials Laws currently existing on the Property or any portion thereof.

13.4 Miscellaneous.

13.4.1 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

13.4.2 Notices. Any complaints by the City with regard to Tenant’s operations shall be directed by the City in writing to Tenant. Any complaints by Tenant directed to the City shall be made in writing by an authorized officer of the Team to the City. All notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii)certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) a nationally recognized overnight courier, with charges #1..
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prepaid or charged to the sender’s account, in which case notice is effective upon delivery once the delivery is confirmed by the delivery service.

City: City of Modesto
P.O. Box 642
1010 10th Street
Modesto, CA 95353
Attention: City Manager
Tenant:

Main Street Modesto, LLC
111 Forest Road
Davenport, IA 52803
Attn: Dave Heller
And
Main Street Modesto, LLC
John Thurman Field
601 Neece Street
Modesto, CA 95351
Attn: The General Manager

13.4.3 Captions; Construction.The section headings and captions used herein are solely for convenience and shall not be used to interpret this Lease. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

13.4.4 Successors and Assigns.Subject to the restrictions on transfer set forth in Article XVIII, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Any reference in this Lease to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement as if in every case so expressed.

13.4.5 Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of Stanislaus County, California or in the Federal District Court for the Eastern District of California, Fresno Division.

13.4.6 Attorney’s Fees.If either Party commences an action against the other to enforce any obligation contained herein, or to interpret any provision hereof, the substantially prevailing party shall be entitled to recover from the other Party reasonable counsel fees, costs and necessary disbursements, as determined by the court having jurisdiction over the action. #1..
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13.4.7 Indemnity Includes Defense Costs.In any case where either Party is obligated under an express provision of this Lease, to indemnify and to save the other Party harmless from any damage or liability, the same shall be deemed to include defense of the indemnitee by the indemnitor, such defense to be through legal counsel reasonably acceptable to the indemnitee.

14.4.8 No Third-Party Beneficiaries; Disclaimer of Partnership, Lender/Borrower Relationship.Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties any rights or remedies hereunder. The relationship of the parties under this Agreement is solely that of landlord and tenant, and it is expressly understood and agreed that the City does not as a result of this Agreement in any way nor for any purpose become a partner of the Tenant or a joint-venturer with the Tenant in the conduct of the Tenant’s business or otherwise. This Agreement is not intended to, and shall not be construed to, create the relationship of principal and agent, partnership, joint venture, or association as between the City and the Tenant. It is further expressly understood and agreed that this Agreement is not intended to, and shall not be construed to create the relationship of lender and borrower, and the City does not, solely as a result of this Agreement, become a lender to the Tenant. Similarly, the Tenant shall not in any way be responsible to any Person for any act or omission of the City, or any of its employees, agents, officials, officers, contractors or representatives. The City and the Tenant are not agents for one another, have no authority to bind the others to contracts, and have no vicarious liability for the others’ acts or omissions.

13.4.9 Entire Agreement.This Agreement, together with the Exhibit A, B and C, which by this reference is hereby incorporated herein, contains the entire agreement between the Parties relative to the transactions covered hereby. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the Parties or their representatives, whether oral or written, are deemed to have been integrated into and superseded by this Agreement and are of no further force and effect except as expressly provided in this Agreement.

13.4.10 Waiver; Modification. No waiver of any breach of any term, covenant or provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other covenant or provision hereof. No waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties.

13.4.11 Time is of the Essence. Time is of the essence of this Agreement and of each provision hereof. In computing any period of time pursuant to this Agreement, the day of the act, event, or default from which the designated period of time begins to run shall not be included, but the time shall begin to run on the next succeeding day. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday

13.3.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. #1..
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13.4.13 Action by the Parties.Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City in its capacity as landlord hereunder is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council unless the City Manager determines in his or her discretion that such matter requires consideration by the City Council.

13.4.14 Non-Liability of Officials, Employees and Agents.No member, official, employee or agent of the City shall be personally liable to Tenant or its successors in interest in the event of any default or breach by the City or for any amount which may become due to the Tenant or the Tenant’s permitted successors in interest pursuant to this Agreement. No member, official, employee or agent of the Tenant shall be personally liable to the City or its successors in interest in the event of any default or breach by the Tenant or for any amount which may become due to the City or the City’s permitted successors in interest pursuant to this Agreement.

14.4.15 The Parties Pledge to Act in Good Faith. The Parties at all times during the Term of this Agreement shall act and deal in good faith with each other in the performance of this Agreement and in working toward the commercial success of the Tenant as well as the enhancement of the reputation of the City.

14.4.15 Agreement Executed in Counterparts. This Agreement shall be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimiles and/or scanned documents, including all signatures, shall be deemed originals for all purposes. The transmission of a signed counterpart of this Agreement by facsimile or by portable document file (PDF) shall have the same force and effect as delivery of an original signed counterpart and shall constitute valid and effective delivery for all purposes.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date.

SIGNATURES ON THE NEXT PAGE
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IN WITNESS WHEREOF, the Parties have entered into this Lease as of the Effective Date.

TENANT: LANDLORD:

MAIN STREET MODESTO, LLC CITY OF MODESTO
By: __________________________ By:
[Name, Title] Joseph P. Lopez, City Manager

ATTEST:
______________________________
Diane Nayares-Perez, City Clerk

APPROVED AS TO FORM
Jose M. Sanchez City Attorney
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Exhibit A

PROPERTY
(Attach legal description.)
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Exhibit B
Insurance Requirements
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Exhibit C

MODESTO CITY SCHOOLS USE

1. The District shall have the right to use the Property pursuant to a use agreement between the City and District. Such use agreement shall comply with the requirements of this Exhibit C.

2. District may use the Property solely for high-school baseball games, and related activities, including full day events like tournaments, and for no other purpose without the prior written approval of the Tenant. The District may not use the Property for practice.

3. Notwithstanding (2), the District may use the Property up to five (5) per year for graduations and other special events (“District Events”).

4. District may use the Property at the days and times of its choosing between February 1 and April 15 of each year. No later than _____ of each year, District shall provide Tenant with a schedule of days it intends to use the Property during such period of time. Tenant shall have the right to use the Property on all other days.

5. No later than _____ of each year, District shall provide Tenant with a schedule of requested days for use of the Property between April 15 and May 1, as well as any requested dates for District Events. District’s request shall not include more than ___ days for games. Within fifteen (15) days of receipt of District’s request, Tenant shall notify District of which requested days have been approved and which have been denied.

For each requested day denied, Tenant shall provide an alternative day in the same month. If District is not satisfied with the revised schedule proposed by Tenant, District may within ten (10) days request to meet and confer with the Tenant. Such meeting shall occur within ten (10) of the receipt of any request. If the Tenant and District are unable to mutually agree upon a schedule following such conference, the schedule provided by the Tenant shall be final.

6. District’s use of the Property is limited to the field, dugout, publicly accessible restrooms, grandstands, and the parking lots. District shall not use locker room, weight rooms, offices, concession areas, or any other portion of the Property without the prior written authorization from the Tenant.

7. The District shall be responsible for maintaining the ballpark field following its use and shall return it to a condition that meets all of the requirements of the tenant and the Pioneer Baseball League prior to any subsequent use by the Tenant. Tenant and District will mutually agree upon a third-party groundskeeper who will be responsible for certifying that the field meets such standards. The cost of such groundskeeper shall be paid by the District. The mutually selected groundskeeper shall inspect the field prior to April 15 of each year, as well as after any use of the ballpark field by the District after April 15 (with such inspection occurring before the next subsequent use by the Tenant). #1..
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If the mutually selected groundskeeper determines the ballpark field does not meet required standards, the District shall reimburse the Tenant 125% of the actual cost incurred by the Tenant to bring the ballpark field up to required standards.

8. Notwithstanding Section 5, District may also use the fields located on the Property outside of John Thurman Field stadium. Such fields may be used by the District at any time, except beginning one hour before the start of, and until one hour after the conclusion of, any game or event of the Tenant at the Property. District shall be solely responsible for all maintenance, repair and improvement of such fields.

9. District may sell concessions at the Property, and retain all revenue, as long as such activities occur in the parking lot and grandstands, and do not involve the use of the Property’s or Tenant’s concessions areas or equipment. No concessions will be operated during District events.

10. To the same standards as Tenant would employ, the District will be responsible for the cleaning and maintenance of the ballpark and parking lot after each District event.

11. The Tenant shall maintain a Master Calendar of Events at the Property, which it shall provide to the District or City upon written request.

12. District shall agree to maintain the insurance required by Exhibit B, and indemnify the Tenant in the same manner required by Section 7.1.
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