Redding City Council
July 29, 2024

REDDING CITY COUNCIL SPECIAL MEETING
Civic Center Council Chambers
777 Cypress Avenue, Redding, CA
MONDAY, JULY 29, 2024, 5:15 P.M.

NOTICE AND AGENDA

NOTICE IS HEREBY GIVEN that a Special Meeting of the Redding City Council is hereby called by the undersigned and under the authority vested in her by Section 54956 of the Government Code of the State of California. The meeting is to take place at the date, time, and location listed above.

This meeting will include teleconference participation by Mayor Tenessa Audette (Government Code Section 54953). In addition to the meeting location above, members of the public may participate in the meeting from the following teleconference location:

8 Beach Street
York, Maine, 03909

Business to be transacted at said meeting, and the only business to be transacted is as follows:

1. See Attached Agenda

_______________________
Tenessa Audette, Mayor

Dated: July 26, 2024

Redding City Council July 29, 2024

Agenda
Special Meeting
Redding City Council
Council Chambers (Doors open 30 minutes prior)
777 Cypress Avenue, Redding, CA

July 29, 2024
5:15 PM
This meeting will include teleconference participation by Mayor Tenessa Audette (Government Code Section 54953). In addition to the meeting location above, members of the public may participate in the meeting from the following teleconference location:

8 Beach Street
York, Maine, 03909

1. CALL TO ORDER - MAYOR TENESSA AUDETTE
A. Roll Call

2. CLOSED SESSION

The City Council will recess to Closed Session to discuss the following item(s). At the conclusion of the Closed Session, Open Session will reconvene and reportable action, if any, will be announced.

2(a). Closed Session pursuant to California Government Code Section 54956.9(d)(4):

CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
Initiation of Litigation
Two potential cases

If anyone wishes to address the City Council on any item considered at this meeting before or during Council’s consideration of that item, please fill o ut a blue Speaker Request Form, located in the lighted alcoves at the back of the Council Chambers, and submit it to the City Clerk. The City Council will allocate up to a maximum of three minutes per speaker for each agenda item. Staff reports are available on -line at the City’s web site at www.cityofredding.gov and in the Public View binder located on the podium at the north side of the Chambers.

PLEASE SILENCE YOUR CELL PHONES. THANK YOU.

Redding City Council July 29, 2024

3. REGULAR CALENDAR: REPORTS & COMMUNIC ATIONS OF DEPARTMENT S,

BOARDS, COMMISSIONS AND COMMITTEES

Community Services

3.1. Consider termination of Contract with Big League Dreams Redding, LLC.

Recommendation:

Authorize the following actions relative to the Sports Park (Park) Lease Agreement (C-0458) with Big League Dreams Redding, LLC:
(1) Authorize the termination of the Pa rk Lease Agreement (C -0458) with Big League Dreams Redding, LLC in accordance with Section 17 of the Lease Agreement effective immediately; and
(2) Direct staff to explore options for the future operations and maintenance of the Park, to include but not be lim ited to, operating the Park in -house and issuing a Request for Proposals for a third-party operator.

4. ADJOURNMENT

Pursuant to the Brown Act, non -confidential materials related to an item on this agenda submitted to the City Council after distribution of the agenda packet are available for inspection during normal business hours at the Office of the City Clerk, 3 rd Floor, City Hall, 777 Cypress Avenue, Redding, California.

City Council Meetings will be televised live on Shasta Communi ty Access Channels via Charter/Spectrum Cable channel 181 , and will be rerun on Thursday at 12:30 p.m. during the week in which the meeting is held. Additionally, the meeting can be viewed online at the following: https://www.shastaartscouncil.org/scactv. Video of the City Council meetings can also be viewed on the City’s web site at http://www.cityofredding.gov/. Open the Services tab, and select City Council Videos.

In compliance wit h Title II of the Americans with Disabilities Act, the City of Redding will make available to persons with disabilities modifications or accommodations including auxiliary aids or services necessary to participate in public meetings. A person needing assistance should contact the Redding City Clerk by telephone at (530) 225 -4447 or in person, or by mail at 777 Cypress Avenue, 3 rd Floor, Redding, California 96001 at least three (3) working days in advance.

The City of Redding will ensure that no person s hall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination under any of its projects, activities, services, or business opportunities on the basis of race, color, national origin, age, sex, or disability, as afforded by Title VI of the Civil Rights Act of 1964 and related statutes as amended. All persons, regardless of their citizenship status, are covered under this regulation.

Questions, complaints, or requests for accommodations or additional information may be forwarded to the ADA & Title VI Coordinator at 777 Cypress Avenue, Attn: Personnel Dept., Redding, California 96001, Phone (530) 225-4065.

CITY OF REDDING

REPORT TO THE CITY COUNCIL

Recommendation

Closed Session pursuant to California Government Code Section 54956.9(d)(4):

CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
Initiation of Litigation
Two potential cases
MEETING DATE: July 29, 2024
ITEM NO. 2(a)
FROM:

***APPROVED BY***
[email protected]
SUBJECT: 2(a)--Closed Session - Anticipated Litigation, Two Cases Christian M. Curtis, City
Attorney
Packet Pg. 4

CITY OF REDDING

REPORT TO THE CITY COUNCIL

Recommendation

Authorize the following actions relative to the Sports Park (Park) Lease Agreement (C -0458) with Big League Dreams Redding, LLC:
(1) Authorize the termination of the Park Lease Agreement (C-0458) with Big League Dreams Redding, LLC in accordance with Section 17 of the Lease Agreement effective immediately; and
(2) Direct staff to explore options for the future operations and maintenance of the Park, to include but not be limited to, operating the Park in -house and issuing a Request for Proposals for a third-party operator.

Fiscal Impact

In March 2023, Big League Dreams USA (BLD) signed a Letter of Agreement (LOA) agreeing to repay past due lease payments totaling $182,818. Since then, BLD made three monthly payments of $18,000 each per the LOA terms, after which the y have not made any other payments toward their LOA debt. BLD also failed to pay lease payments for the second, third and fourth quarters of 2023, as well as the first two quarters of 2024. BLD made one payment of $10,000 on May 7, 2024. Since BLD failed to submit the first and second quarter reports to the City of Redding (City) , the current total owed in quarterly payments cannot be accurately calculated. Based on recent years’ average first and second quarter payments, and the past due lease payments, BLD owes the City approximately $215,182.74.

The fiscal impact of terminating the lease is unknown at this time.

Alternative Action

City Council (Council) could choose not to terminate the contract. This alternative would allow BLD to continue to operate the Big League Dreams Sports Park (Park) . This option may not be available as BLD has ceased operations and has not obtained insurance to continue operations.

MEETING DATE: July 29, 2024
ITEM NO. 3.1
FROM:

***APPROVED BY***

[email protected]

[email protected]
SUBJECT: 3.1--Consider termination of Contract with Big League Dreams Redding, LLC.

Travis Menne, Director of
Community Services
Packet Pg. 5
Report to Redding City Council July 26, 2024
Re: 3.1--Terminate Contract with Big League Dreams Redding, LLC Page 2

Background/Analysis

In 2001, the City and BLD Redding executed a lease agreement (Agreement) fo r the operation and maintenance of the Park. In 2004, the Park was opened and the start of the 35 -year lease term began. The agreement conditions require BLD to pay monthly lease payments equivalent to six percent of gross receipts after the first three ye ars. BLD paid over $950,000 in lease payments through May 2019. At that point , BLD fell behind in its payments compounded by COVID restrictions which closed the Park for almost a year. In August 2022, TC Sports acquired all nine BLD facilities and took over operations.

On February 21, 2023, Council approved the LOA (C -0458) with BLD USA for the payment of past due lease obligations of BLD Redding and a capital improvement plan to address Park repairs, replacements and improvements. On July 20, 2023, the LOA was amended to extend the timeline for many of the projects. The current status of the improvements is noted below:

Project Status Notes

BLD was required to complete the capital improvements below by August 15, 2023:

Batting Cage Repairs Complete
New POS System Partially complete
Paint Buildings Partially complete In progress
Paint Outfield Replica Walls Partially painted Decals missing Parking Lot Lighting Complete
Stadium Club Paint Exterior complete
Fix All Broken Stadium Seats Incomplete
Pawtucket Grading Repairs in
Outfield
Incomplete
Restroom Upgrade Incomplete
Stadium Club Flooring Incomplete

BLD was required to complete the capital improvements below by October 1, 2023:

Repair Shade Structures - Replica
Fields
3 of 5 complete Not installed

BLD was required to complete the capital improvements below by March 31, 2024:

Turf Installation at Home Base Incomplete Not started
Turf Replacement Infield Incomplete Not started
Sand in Volleyball Courts Incomplete Not started

Staff issued a letter to BLD on April 18, 2024 , which stipulated that if payment was not made by a certain date, the City would issue official notice to cure pursuant to Section 17 of the Agreement. On June 28, 2024, after receiving only partial payment, the City issued a formal notice to cure under the contract. The notice demanded payment for all past due rents and penalties, plus the performance of the maintenance items and capital improvements listed above.

The notice was issued pursu ant to Sections 17.a.i (failure to pay rent), 17.a.iv (default under Packet Pg. 6
Report to Redding City Council July 26, 2024
Re: 3.1--Terminate Contract with Big League Dreams Redding, LLC Page 3

related agreements) and 17.a.v (other default). The Agreement gives BLD 10 days to cure the failure to pay rent and 30 days to cure most other failures. BLD has since failed to make payment within the 10-day period.

With the delinquent payments, substandard maintenance, and failure to perform capital improvements identified in the LOA, BLD is in breach of contract. Section 17.b.ii of the Agreement allows the City to terminate the lease w ith BLD and take possession of the Park.

Should Council decide to exercise this option, BLD will be required to vacate the Park and remove its property. However, in this case , several decisions regarding short - and long -term options must be made. First, th e City must act on the operations of the Park. There are many tournaments and leagues scheduled at the Park. Without an operator or budgeted funds with a detailed plan for staff to take over operations, it is likely the Park will need to be shut down , causing the events to be cancelled and impacting the community . As of this writing, it appears BLD has vacated the Park causing a disruption of the aforementioned events.

Staff has currently identified the following long-term options Council could choose from:

1. Direct staff to develop and issue a Request for Proposals for a new tenant to lease the Park.

2. Direct staff to develop an operations and maintenance plan to run the Park in house.

3. Direct staff to look into selling the Park to another party.

With general direction from Council staff will create plans and develop the strategies needed to ensure the Park can serve the community and work toward restoring it as a quality community asset.

Environmental Review

This is not a project defined under the Califo rnia Environmental Quality Act, and no further action is required.

Council Priority/City Manager Goals

• Government of the 21st Century – “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the futu re to make better decisions today.”

Attachments
^Notice of Surrender - BLD Redding 07-25-24
C-0458_BLD Lease
C-0458_BLD Lease_Amend 1
C-0458_BLD Lease_Amend 2
C-0458_BLD Lease_Amend_3
C-0458 Letter of Agreement
C-0458 - First Amendment - 2023 - Big League Dreams USA Packet Pg. 7

July 25, 2024

VIA ELECTRONIC AND CERTIFIED MAIL

City of Redding
c/o Travis Menne, Director of Community Services
777 Cypress Avenue
Redding, California 96001
Email: [email protected]

City of Redding
c/o Redding City Attorney
777 Cypress Avenue
Redding, California 96001

RE: Big League Dreams Redding Sports Park

Mr. Menne:

Our office serves as outside general counsel for Big League Dreams Redding, LLC (“BLD Redding”) and its affiliates. As such, please direct all future legal-related communications to our office. All terms not defined herein shall have the meaning as set forth in the Sports Park Lease between City of Redding (the “City”) and BLD Redding.

This letter shall serve as formal notice of surrender of the Sports Park effective as of July 26, 2024. As previously explained in BLD Redding’s correspondence dated July 15, 2024, the Sports Park has operated at a loss for some time. BLD Redding attempted to find an amicable solution that allowed for the smooth transition of the Sports Park, but the City’s response made clear it was not aligned with the same belief. BLD Redding simply does not have the funding to continue to operate at a loss.

As such, BLD Redding has made the difficult decision to surrender possession of the Sports Park back to the City for the City’s continued use and operation. BLD Redding remains willing to provide a certain level of assistance in the transition of the S ports Park. To that end, you may contact Kevin Flora ([email protected]) or Larry Reynolds ([email protected]) to discuss logistics of the transition of the Sports Park.

If there are questions related to the surrender or other legal matters , please direct those questions to our office. I can be contacted at (972) 370-3333 or via email at [email protected].

Thank you,

Justin J. Dertinger
Packet Pg. 8
Attachment: ^Notice of Surrender - BLD Redding 07-25-24 (3.1--Terminate Contract with Big League Dreams Redding, LLC)

SPORTS PARK LEASE
between

CITY OF REDDING
and

BIG LEAGUE DREAMS REDDING, LLC
Packet Pg. 9
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) "rzh- THIS SPORTS PARK LEASE (this "Agreement") is entered into this 2 L\ day of May, 200 1, by and between the CITY OF REDDING, a Municipal Corporation referred to in this Agreement as "Landlord", and BIG LEAGLE DREAMS REDDING, LLC, referred to in this Agreement as "Tenant".

RECITALS
A. Landlord desires to develop and own a multi-purpose sports facility (the "Sports Park") on certain real property (the "Land") owned by or to be acquired by the City. A plot plan of the Land is attached as Exhibit 1, and is incorporated herein by this reference.

B. Landlord intends to construct the Sports Park in general conformance with the Project Description attached as Exhibit 2, and within the Project Budget attached as Exhibit 3, both of which exhibits are incorporated herein by this reference.

C. Landlord desires to lease the completed Sports Park to Tenant and Tenant desires to lease the completed Sports Park from Landlord for the purpose of operating the Sports Park in accordance with the terms of this Agreement. The Land and the Sports Park Improvements to be hereafter constructed thereon are sometimes collectively referred to as the "Premises". The lease of the Premises by Tenant from Landlord shall be in accordance with the terms and conditions set forth in this Agreement.

NOW THEREFORE, the parties agree as follows:

AGREEMENT

1. Definitions. The following terms used in this Agreement shall have the meanings given unless expressly provided to the contrary:

Affiliate means Richard Odekirk, Jeff Odekirk, or any entity other than BLD USA in which Messrs. Odekirk and Odekirk, individually or collectively, or Tenant, owns at least a fifty percent (50%) capital or voting interest of the common stock, partnership units or limited liability company interests, as applicable.

Agreement means this Sports Park Lease.

Annual Revenues Statement is defined in Section 4(c)(ii).

Award, Condemnation, Condemner and Date of Taking, are defined in Section 15.

BLD USA Allocations are defined in Section 4(b)(iii).

BLD Sponsorships are defined in Section 4(b)(iii).

Packet Pg. 10
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
BLD USA means Big League Dreams USA, LLC, a California limited liability company.
& means the City of Redding, an incorporated municipality within the County of Shasta, State of California.

City Days are defined in Section 29(a).

City Manager means the City Manager of the Landlord.

City Use Permit shall mean the use permit with respect to the Sports Park to be approved by the City.

Controlling Percentage means the ownership of, or the right to vote, fifty-one percent (51%) or more of the total combined voting shares, units or membership interests of a corporation, partnership or limited liability company, as applicable.

Environmental Impact Report Mitination Measures shall mean the mitigation measures associated with the environmental impact report (a) approved at a meeting of the City Council of the City on March 20,2001, (b) as to which a notice of determination was filed by the City on March 26,2001, and (c) determined by the City Council of the City to be applicable to the Sports Park and the Project on April 3,2001, which are referenced on the attached Exhibit 4.

FF&E shall mean all furniture, furnishings, trade fixtures, apparatus and equipment required for operation of the Sports Park. A list of the anticipated FF&E is attached as Exhibit 5 and incorporated herein by this reference. Tenant shall have the right to review and make additions and revisions to the FF&E list set forth in Exhibit 5 with the approval of the Landlord, which approval shall not be unreasonably withheld. The type, quality and craftsmanship ofthe FF&E shall be no greater or no less than that of the furniture, fixtures and equipment to be installed or constructed at the Big League Dreams Sports Park in Chino Hills, California. The FF&E will be owned and paid for by Landlord and be leased to Tenant as part of this Agreement.

Gross Revenues are defined in Section 4(b)(i).

Hazardous Materials are defined in Section 30(a).

Indemnitees is defined in Section 14(f).

Land is that certain real property described in Exhibit 1. - Packet Pg. 11
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Landlord means the City of Redding, a municipal corporation, and its permitted successors and assigns.

Lease Year means the period from January 1 of each calendar year to December 3 1 of such calendar year (both dates inclusive) during the Term hereof; except that if the Term Commencement Date does not fall on a January 1, the first Lease Year shall be that period from the Term Commencement Date to the next following December 3 1, and that if the Term does not end on a December 3 1, then the last Lease Year shall be the period commencing with the last preceding January 1 and ending at the end of the Term hereof. The first Lease Year shall be considered a partial Lease Year for all purposes of this Agreement unless the Term Commencement Date is on or before March 15 of the Lease Year during which the Term Commencement Date occurs.

Legal Challenge shall mean any action or other legal proceeding (including,. without limitation, any California Environmental Quality Act (CEQA) challenge) brought by any third party seeking to block construction of the Sports Park Improvements or to contest the validity of this Agreement or of any Related Agreement.

Marketing Plan shall mean the Big League Dreams Redding Marketing Plan attached as Exhibit 6.

Memorandum of Lease means that certain Memorandum of Lease executed concurrently herewith and to be recorded pursuant to Section 3 1 (q).

Partv means either party to this Agreement. The "Parties" shall be all parties to this Agreement.

Percentage Rent is defined in Section 4(a)(ii).

Plans and Specifications means all concept drawings, preliminary drawings, landscaping and grading plans, site plans, engineering drawings, reports, final construction drawings, and any other plans or specifications consistent with the Project Description and required for construction of the Project as prepared by Landlord at its sole expense and those provided pursuant to the Planning, Design and Construction Consulting Services Agreement between the City and BLD USA to be entered concurrently with this Agreement.

Premises means the Land, the Sports Park Improvements and all easements or rights of way necessary or desirable for access to the Land and the Sports Park Improvements.

Proiect means the development of the Sports Park on the Premises in accordance with the Project Description, the Plans and Specifications, and this Agreement.

Packet Pg. 12
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Pro-iect Description means a preliminary description of the Sports Park containing conceptual artist renderings, a site plan and a list of the buildings, fields, spaces, structures, elements and features to be included in the Sports Park as described in the attached Exhibit 2.

Punch List is defined in Section 9(b).

Quarterly Revenues Statement is defined in Section 4(c)(i).

Related Agreements shall mean the Planning, Design and Construction Consulting Services Agreement between BLD USA and the City, and the License Agreement between BLD USA and the City, both of which shall be executed approximately concurrently with the execution of this Agreement.

Sports Park means the Sports Park facility to be designed and constructed by the Landlord on the Land as generally depicted in the Project Description attached hereto as Exhibit Sports Park Improvements means all buildings, fields, structures, advertising displays, landscaping, infrastructure, utilities, FF&E (as herein defined), and other improvements constructed or installed or to be constructed or installed on the Land by Landlord and leased by Tenant pursuant to this Agreement.

Statutes are defined in Section 8(a).

Taxes are defined in Section 6(b).

Tenant means Big League Dreams Redding , LLC, a California limited liability company, its permitted successors and assigns. The members of Tenant are BLD USA, Richard Odekirk and Jeffrey Odekirk.

Term is defined in Section 3(a).

Term Commencement Date means for purposes of the leasing ofthe Premises pursuant to this Agreement, the earliest date upon which (a) Tenant shall have accepted in writing the Sports Park Improvements, or (b) the City shall have issued a Certificate of Occupancy, or (c) possession of the Premises shall have been delivered to Tenant and (d) all permits and licenses required to sell beer, wine and liquor shall have been obtained by Tenant.

2. Lease of Premises. Effective as of the Term Commencement Date, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term set forth in Packet Pg. 13
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Section 3, subject to and on the terms and conditions set forth in this Agreement. The lease of the Premises shall not be effective until the Term Commencement Date.

3. Term.
a. Term. The lease term of this Agreement (the "Term") shall commence on the Term Commencement Date and shall end on the last day of the calendar month that is thirty-five (35) years after the Term Commencement Date, unless sooner terminated by Landlord as otherwise provided for herein. Upon Landlord's request, Tenant will co-sign Landlord's written confirmation of lease commencement and termination dates.
b. Minimum Percentage Rent. Landlord, in its sole discretion, shall have the right to terminate this Agreement and all further rights and obligations of the parties hereunder by giving written notice of such termination (which shall specify a date not less than ninety (90) days thereafter on which such termination shall become effective) to Tenant at any time during the first ninety (90) days of the tenth (1 0th) Lease Year of this Agreement if, but only if, during the seventh (7th), eighth (8th) and ninth (9th) Lease Years of this Agreement, Tenant has paid to Landlord Percentage Rent as provided in Section 4 below averaging less than $75,000.00 per year for such three (3) year period. With respect to the ninth Lease Year, Tenant may, at its option, pay Landlord additional Percentage Rent beyond what is required in Section 4 to meet the Percentage Rent average payment requirement set forth in the previous sentence and thereby avoid termination of this Agreement by Landlord.

4. Rent. Tenant shall pay to Landlord Percentage Rent, without deduction, set-off, prior notice, or demand, as follows:
a. Percentage Rent.

1. First Partial and First Three Full Lease Years. In the first partial Lease Year (if applicable) and in each of the first three full Lease Years, Tenant shall pay no Percentage Rent (defined below) unless Gross Revenues in any Lease Year shall have exceeded $2,600,000. If Gross Revenues for the first partial or any of the first three full Lease Years exceeds $2,600,000, Tenant shall pay to Landlord as Percentage Rent six percent (6%) of all Gross Revenues earned by Tenant, at the times and in the manner set forth in Section 4(a)(ii) below, for the quarter in which the $2,600,000 annual Gross Revenues threshold is crossed, quarterly for each quarter of the next Lease Year and quarterly for each quarter of each Lease Year thereafter except as otherwise provided in this Section 4. Tenant shall not be obligated to pay any Percentage Rent for the quarters of the Lease Year prior to the quarter during which the $2,600,000 annual Gross Revenues threshold is crossed. As an illustration, assume the final accounting for the fourth quarter of the second full Lease Year shows Gross Revenues exceeded $2,600,000 for the second full Lease Year. As provided above, Tenant would not have been obligated to make any Percentage Rent payments for the first three quarters of that second full Lease Year, and would not be required hereby to do so Packet Pg. 14
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
retroactively. Once the threshold is crossed, Tenant would be required to pay Percentage Rent on a six percent (6%) basis as to Gross Revenues earned during the fourth quarter of the second full Lease Year (payment due by February 14 of the third full Lease Year) and for each quarter of each Lease Year thereafter.
. .
11 Fourth and Subsequent Full Lease Year Pavments. Except as otherwise provided in subsections (i) or (iii), commencing with the first quarter of the fourth (4") full Lease Year and continuing for every subsequent Lease Year, Tenant shall pay to Landlord, at the times and in the manner specified in this Agreement, Percentage Rent for each Lease Year ("Percentage Rent"). Percentage Rent shall be calculated by multiplying Tenant's Gross Revenues from the Premises for the applicable period by six percent (6%). The Percentage Rent shall be paid quarterly, in arrears, within forty-five (45) days following the end of each calendar quarter during the applicable Lease Year.
iii. Fourth and Subsequent Full Lease Year Continnent Pavments. If, as to the fourth full Lease Year or any Lease Year thereafter, Gross Revenues exceed $3,250,000, then Tenant shall pay to Landlord as Percentage Rent eight percent (8%) of all Gross Revenues (rather than six percent (6%)) earned by Tenant, at the times and in the manner set forth in Section 4(a)(ii), for the Lease Year in which such $3,250,000 Gross Revenues threshold was crossed, for the next Lease Year and for each Lease Year thereafter. As an illustration, assume the final accounting for the fourth quarter of the seventh full Lease Year shows Gross Revenues exceeded $3,250,000 for that seventh full Lease Year. As provided above, Tenant would already have been obligated to make Percentage Rent payments for the first three quarters of the seventh full Lease Year at the six percent (6%) rate. Once the threshold is crossed, Tenant would be required to pay Percentage Rent on an eight percent (8%) basis as to Gross Revenues earned during the fourth quarter of the seventh full Lease Year (payment due by February 14 of the third full Lease Year). In addition, Tenant shall also be required to pay, by the same February 14 payment date on a retroactive basis, additional Percentage Rent in the amount of two percent (2%), equal to the difference between eight percent (8%) and six percent (6%), multiplied by the Gross Revenues earned during the first three quarters of the seventh full Lease Year.
b. Gross Revenues.

I. Definition. "Gross Revenues" are defined as all revenues received by Tenant, or any Affiliate of Tenant relating to or derived from the Premises and the Project, determined on an accrual basis, including the BLD USA Allocations to Tenant (but excluding BLD USA gross revenues not allocated to Tenant as BLD USA Allocations) as set forth in Section 4(b)(iii), minus the exceptions and authorized deductions described in Section 4(b)(ii). Gross Revenues include, without limitation, all cash and credit revenue of Tenant; finance charges to customers, in case of sales on credit, whether or not payment is actually made, at, in, on, or from the Premises; revenues from the sale of gift certificates, when such revenues are received; gross revenues received by Tenant from food, liquor and beverage sales; facility rental or usage charges; admission Packet Pg. 15
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
charges; vending machine sales; all service fees or other consideration paid to Tenant as compensation for Tenant's sale or distribution of lottery tickets, hunting and fishing licenses, or in connection with any other local, state, or federal lottery or licensing program similar to the foregoing; all charges for services, alterations or repairs made at, in, on, or from the Premises; the gross amount received by Tenant for merchandise sold pursuant to orders received in or from the Premises, whether such order is filled at the Premises or elsewhere; revenues from advertising, signs, and promotions; other cash consideration paid by advertisers; proceeds of business interruption insurance received by Tenant; fees and rebates paid by vendors to Tenant in consideration for the right to sell such vendors' food, beverage or merchandise from the Premises; lease rent payments or other compensation from any sublessee or subtenant of all or part of Tenant's interest in this Agreement or the Premises, unless the revenues derived by such sublessee's or subtenant's operations from the Premises have already been included in the calculation of Tenant's Gross Revenues; any compensation paid to Tenant by an assignee of all or part of Tenant's interest in this Agreement or the Premises, unless Tenant is not relieved of its obligations under this Agreement by such assignment or the assignment is to an entity in which Tenant or its members have retained a Controlling Percentage; and the gross amount received by Tenant from Tenant's subtenants, licensees and concessionaires from all sources of income derived from the businesses conducted on the Premises, unless such sources of income have already been included in the calculation of Tenant's Gross Revenues.
. .

11. Exceptions andDeductions fiom Gross Revenues. All ofthe following shall be excepted from Tenant's Gross Revenues: (A) the amount of all sales tax receipts required to be accounted for by Tenant and paid to any government or governmental agency, but not the amount of any excise tax (except a consumer excise tax) or other governmental obligation in the nature of a tax on the privilege of doing business; (B) the amount of any actual refunds or credits made by Tenant with respect to goods, services or fees, provided the goods, services or fees were previously included by Tenant in Tenant's Gross Revenues; (C) the amount of any revenues received by any licensee or concessionaire (unless such licensee or concessionaire is an Affiliate) operating in or from the Premises which are not paid or required to be paid to Tenant, provided that such revenues are not derived fiom the sale of food, beverages or liquor; or from the collection of league or player fees or field rentals; or from the collection of gate admissions; or from batting cage revenues; (D) the amount of any revenues received by non-Affiliate special or corporate events promoters, impresarios, outside catering companies, camp/ clinic operators, tournament organizers or similar third party independent contractors (including revenues derived from the sale of food, beverages or liquor) involved in the sponsorship, placement, promotion or conduct of special events, corporate events, camps/clinics or tournaments at the Sports Park, which revenues are not paid or required to be paid to the Tenant; (E) the amount of sponsorship or advertising or group business revenues generated from the Project which are received by Tenant from sponsors or advertisers or group business customers but are paid to non-Affiliate advertising agencies, hotel concierge desks, destination management companies, brokers or other referral sources as commissions; (F) gratuities paid or given by customers to food service employees of the Sports Park; (G) proceeds of insurance other than business interruption insurance; (H) loan proceeds; (I) credits or refunds received from Packet Pg. 16
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
vendors or other third parties as a result of damage claims made by Tenant with respect to defective goods or services previously purchased; (J) checks or other instruments returned for insufficient funds; and (K) late charges or interest assessed and received on delinquent accounts receivables. iii. BLD USA Allocations. BLD USA owns and organizes tournaments played and camps/clinics held at the various Big League Dreams Sports Parks; contracts with hotels to receive commissions on room nights reserved by participants in tournaments held at the various Big League Dreams Sport Parks; and sells sponsorships to entities interested in having a commercial identification with the various Big League Dreams Sports Parks, and shall have the right to do all of the foregoing with respect to the Sports Park. Except as otherwise provided in the remainder of this subpart (iii) with respect to revenues paid by BLD USA to Tenant (the "BLD USA Allocations"), revenues derived by BLD USA shall not be considered Gross Revenues. All other forms of Gross Revenues (including, specifically, revenues from all league and player registrations with respect to all sports played at the Sports Park; batting cages; food and beverage; group business; special events; gate admissions; merchandising; arcade; and park tournaments) related to the Sports Park are created solely by Tenant and all, subject to Section 4(b)(ii), shall be included in Gross Revenues. As to BLD USA tournaments and camps/clinics, BLD USA shall pay to Tenant, and Tenant shall include in Gross Revenues, a field rental charge not less than the maximum field rental charge made by Tenant to any third party tournament organizer or camps/clinic operator during the applicable Lease Year. BLD USA shall pay to Tenant, and Tenant shall include in Gross Revenues, fifty percent (50%) of all hotel commissions received by BLD USA for room nights reserved by participants in tournaments held at the Sports Park. "BLD S~onsorships" shall mean any agreement entered by BLD USA with any entity by which such entity is given the right to identify commercially with Big League Dreams Sports Parks as a sponsor, preferred company or other designation of similar import and where such commercial identification rights extend to more than one Big League Dreams Sports Park. BLD USA shall pay to Tenant, and Tenant shall include in Gross Revenues, fifty percent (50%) of the cash revenues received from such a BLD Sponsorship divided by the number of Big League Dreams Sports Parks to which the BLD Sponsorship applies.

As to any advertising or sponsorship sales made by BLD USA or Tenant which do not constitute BLD Sponsorships, BLD USA shall pay to Tenant, and Tenant shall include in Gross Revenue, eighty percent (80%) of the cash revenues received from such a non-BLD Sponsorship. In the event, however, (A) any entity controlled by BLD USA enters a lease agreement for the construction and operation of a new Big League Dreams Sports Park, and (B) such lease shall contain BLD USA Gross Revenue allocation provisions which, taken as a whole, are more favorable to the new lessor than the BLD USA Gross Revenue allocation provisions set forth above, taken as a whole, are to Landlord, then this Agreement shall @so facto be deemed amended to make such more favorable provisions, taken as a whole, applicable to Landlord under this Agreement from that time forward. iv. Sales Recordinn and Records Tenant shall record at the time of sale, in the presence of the customer, receipts from sales or other transactions, whether cash or credit, in a cash register or registers, or a point of sale terminal or terminals, having a tape that accumulates Packet Pg. 17
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
and consecutively numbers all transactions. A receipt from any transaction showing the correct amount of purchase shall be offered to the customer at the time of any transaction, including any cash sale. Transactions not ordinarily recorded in a cash register or point of sale terminal shall be noted on and kept in a ledger format. Tenant shall keep, and all sublessees, concessionaires, franchisees, contractors, and licensees of Tenant shall keep, or, with five (5) days' advance written notice, make available, at the Premises:
(1) full and accurate books of account and records in accordance with generally accepted accounting principles consistently applied, including, without limitation, a sales journal, general ledger, and all bank account statements showing deposits of revenues; (2) all cash register or point of sale terminal receipts with regard to the Gross Revenues, credits, refunds, and other pertinent transactions made fiom or on the Premises (including the revenues of any sublessee, franchisee, contractor, licensee, or concessionaire); and
(3) detailed original records of any exclusions or deductions from Gross Revenues (including any exclusions or deductions fiom Gross Revenues of any sublessee, franchisee, contractor, licensee, or concessionaire). These books, receipts, and records shall be kept at the Premises, or at the headquarters of BLD USA, for a period of five (5) years after the end of each Lease Year, and shall be made available for inspection and audit by Landlord and Landlord's representatives at the Premises on five (5) days' advance written notice. In addition, on request of Landlord or Landlord's representatives, Tenant agrees to furnish copies of Tenant's state and local sales and use tax returns.
c. Quarterly and Annual Revenues Statements.

1. Quarterly Revenues Statement. Each payment of Percentage Rent shall be accompanied by a statement, to be certified as correct by Tenant or the employee of Tenant authorized so to certify, that sets forth Tenant's Gross Revenues (and any authorized exclusions and deductions thereto) for the quarter just concluded ("Quarterlv Revenues Statement"). Quarters shall be calendar year quarters, ending on March 3 1, June 30, September 30, and December 3 1, respectively.
. .

11. Annual Revenues Statement. Within sixty (60) days following the end of each Lease Year, including the last Lease Year of the Term, Tenant shall furnish Landlord with a statement of Tenant's annual Gross Revenues on account of the previous Lease Year, or any partial Lease Year, including any authorized deductions ("Annual Revenues Statement"). Such Annual Revenues Statement shall be certified as correct by an authorized oficer of Tenant. iii. Content. Each Quarterly Revenues Statement and Annual Revenues Statement shall set forth the total Gross Revenues for the preceding quarter or Lease Year, as Packet Pg. 18
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
applicable, and shall show the method of computing the Percentage Rent due for such quarter or Lease Year, as applicable.
d. Audit Rights.

1. Audit Procedures. The acceptance by Landlord of any monies paid to Landlord by Tenant as Percentage Rent for the Premises as shown by any Annual or Quarterly Revenues Statement furnished by Tenant shall not be an acceptance by Landlord of the accuracy of the statement, or of the sufficiency of the amount of Percentage Rent payments, but Landlord shall be entitled at anytime and from time to time during the Term, until the date that is five (5) years after the end of the Lease Year for which any of the Percentage Rent payments have been paid, to question the sufficiency of the amount paid and the accuracy of any and all statements furnished by Tenant to justify the amount Tenant shall pay as Percentage Rent, and to confirm and evaluate Tenant's statement of its Gross Revenues from the Premises. At any time during the Term and within five (5) years after the end of the Term, Landlord may cause an audit of Tenant's books and records (and the books and records of BLD USA related to a calculation of Gross Revenues subject to the BLD USA Allocations, which Tenant shall cause to be made available to Landlord) an independent accountant of Landlord's own selection for any Lease Year. If any Annual Revenues Statement for such Lease Year delivered by Tenant to Landlord is found to be less than the amount of Tenant's actual Gross Revenues for the period covered by the statement, Tenant shall immediately pay to Landlord any additional Percentage Rent shown to be payable by Tenant. If the audit reveals that the correct amount of Gross Revenues is more than five percent (5%) greater than the amount shown on the Annual Revenues Statement previously delivered by Tenant for the period covered by such statement, Tenant shall immediately pay to Landlord the cost of the audit and any additional Percentage Rent shown to be payable by Tenant, together with interest on the amount of the underpayment of Percentage Rent from the original due date at the default rate specified in Section 18c, plus additional rent equal to five percent (5%) of the Percentage Rent payable for such Lease Year; otherwise, the cost of this audit shall be paid by Landlord. If, ten (10) days after written request therefor specifying Tenant's failure to comply with the reporting obligations hereunder, Tenant fails to provide to Landlord any Quarterly Revenues Statement or Annual Revenues Statement in the manner specified in this Agreement, this failure shall constitute a default under this Agreement. In such an event, Landlord shall have the right, in addition to any other rights or remedies it may have under this Agreement, to conduct an audit to determine these revenues. Tenant shall immediately reimburse Landlord for the cost of such audit on written demand by Landlord. If any such Quarterly Revenues Statement or Annual Revenues Statement reports Gross Revenues found to be more than ten percent (1 0%) less than the amount of actual Tenant's Gross Revenues shown by this audit, the understatement shall be deemed willful and Landlord may terminate this Agreement upon written notice given at any time within one hundred eighty (1 80) days after receipt of the audit by Landlord. If at any time Tenant causes an audit of Tenant's business at the Premises to be made by an independent accountant, Tenant shall furnish Landlord with a copy of the report of this audit at no cost to Landlord, within ten (10) days after Tenant's receipt of the audit report. . .

11. Examination ofBooks. Tenant shall (and shall cause BLD USA to do so as well as to those books, records and accounts by which Gross Revenues subject to the BLD 10 ReddingLease4-30.wpd
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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
USA Allocations are calculated), for a period of five (5) years following the delivery of each Annual Revenues Statement, including the five (5) year period following the end of the Term, keep and maintain, safe and intact, all of the records, books, and accounts required under Section 4(b)(iv), and shall from time to time, upon request, make these records available to Landlord, Landlord's auditor, representative, or agent for examination at any reasonable time during this period. Landlord shall also have the right to make abstracts fiom the records, to make copies of any or all of the records, to examine any or all contracts, leases, licenses, and concession agreements, and to make copies of any or all contracts, leases, licenses or concession agreements. e. Operation. Tenant shall operate Tenant's business from the Premises as provided in Section 7 with due diligence and efficiency. Tenant will operate the business at Tenant's own expense and at hours consistent with other similar businesses operated by Tenant, which do not conflict with the Environmental Impact Report Mitigation Measures and City Use Permit; provided, however, that this provision shall not apply if the Premises are closed due to inclement weather or Tenant's business is temporarily shut down due to casualty, condemnation, fire, or other causes beyond the reasonable control of Tenant. Nothing in this Agreement shall be deemed to restrict or limit the ability of Tenant or BLD USA to sell "naming rights" to the Sports Park pursuant to a BLD Sponsorship subject to Landlord consent, provided that revenues derived therefrom, including BLD USA Allocations to Tenant (but excluding BLD USA gross revenues not allocated to Tenant as BLD USA Allocations), are included in Gross Revenues. Tenant shall at all times carry a commercially reasonable stock of merchandise, food and beverages, offered for sale at competitive prices, and shall maintain an adequate number of properly trained and skilled personnel for the efficient service of Tenant's customers, Sports Park participants, and the operation of the Sports Park. Although Landlord has no ownership interest in Tenant's business, Landlord is concerned about maximizing Gross Revenues (and, consequently, the Percentage Rent), and Tenant hereby acknowledges that fact.
f. Assignees. Wherever Tenant's business or operations, or Tenant's Gross Revenues, or Tenant's records, books, accounts, and other dataare referred to in this Agreement, they shall be deemed to include, but only to the extent necessary to calculate or verify Gross Revenues, those of any assignee, sublessee, concessionaire, licensee, vending machine operator, or other person, firm, or corporation selling merchandise or services on or from the Premises; provided that this subsection shall not be deemed to imply consent to the operations of any other person, firm, or corporation except in accordance with the provisions of Section 16. g. Percentage Rent Due in Event of Default. If this Agreement is terminated by Landlord because of Tenant's default, and if Tenant becomes liable for any deficiency in rent by way of damages or otherwise, or if at any time during the Term, Tenant, in violation of Section 7, ceases to conduct in the Premises the business referred to in Section 7, then from and after the time of the breach causing this termination, or from and after the time of the cessation of business, the Percentage Rent shall be deemed to be ten percent (10%) of that amount which is equal to the average of the Gross Revenues during the twenty-four (24) months preceding the termination or Packet Pg. 20
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
cessation of business, unless the Termination or cessation occurs within three (3) years of the beginning of the Term, in which event the Percentage Rent shall be $200,000 per year. h. Leaal Currency. All rent payable under this Agreement shall be made in legal currency of the United States. If any two or more payments made by a check, draft, or money order are returned to Landlord due to insufficient hds or otherwise, Landlord shall have the right, at any time after the return, upon written notice to Tenant, to require Tenant to make all subsequent payments in cash, or by cashier's or certified check for aperiod of three (3) Lease Years. Tenant shall pay all rental amounts due under this Agreement at Landlord's address as set forth below, or at such other address as may be designated by Landlord to Tenant in writing.

5. Additional Rent. All Taxes and other costs and expenses payable under this Agreement by Tenant and all damages, costs, and expenses that Landlord incurs or might incur by reason of Tenant's default, shall be deemed additional rent. In the event of Tenant's nonpayment of additional rent, Landlord shall have all the same rights and remedies as Landlord has for the nonpayment of Percentage Rent. The term "rental" and "rent" as used in this Agreement shall mean Percentage Rent and such additional rent.

6. Taxes.
a. Covenant to Pay Taxes. As additional rent, Tenant shall, throughout the Term, commencing effective as of the Term Commencement Date, pay directly to the appropriate taxing authorities all Taxes (as defined in Section 6(b)). All Taxes shall be paid before delinquency and before any fine, interest or penalty shall become due or be imposed by operation of law for their nonpayment. Tenant shall furnish to Landlord prior to the date when any Taxes would become delinquent receipts or other appropriate evidence establishing such payment. b. Definition of Taxes. The term "Taxes" shall include all real property taxes, possessory interest taxes, personal property taxes, charges and assessments (including but not limited to street improvement liens) which are levied, assessed upon or imposed by any governmental authority or political subdivision thereof during or with respect to any portion of the Term hereof with respect to the Premises or any improvements, fixtures, equipment or other property of Tenant, real or personal, located on the Land or used in connection with the operation of the Sports Park, and any tax which shall be levied or assessed in addition to or in lieu of such real or personal property taxes, and any license fees, taxes measured by or imposed upon rents, or other taxes or charges upon Landlord's leasing of the Land or the receipt of rent hereunder. All assessments, taxes, fees, levies and charges imposed by governmental agencies for services such as fire protection, street, sidewalk and road maintenance, refuse removal and other public services generally provided without charge to owners or occupants prior to the adoption of Proposition 13 by the voters of the State of California in the June 1978 election, also shall be deemed included within the definition of "Taxes" for the purposes of this Agreement.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
c. Proration of Tenant's Tax Liability. Tenant's liability to pay Taxes shall be prorated on the basis of a 365-day year to account for any fractional portion of a fiscal tax year included in the Term at its commencement or expiration. Any Taxes payable after the Term Commencement Date (but before the expiration of the Term) but applicable, in whole or in part, to periods prior to the Term Commencement Date, shall be paid by Tenant. Landlord shall, however, pay to Tenant its pro rata share of such Taxes liability for periods prior to the Term Commencement Date at least ten (1 0) days prior to the date such Taxes are due and payable. d. Landlord Covenant. During the Term, Landlord shall not levy, assess or impose on Tenant, or which burden the Land or the Premises, any taxes, license fees, charges or assessments which are not levied, assessed or imposed generally within the City. a. Permitted Uses Tenant agrees to use and occupy the Premises continuously during the Term for the purpose of operating the Sports Park as described in this Agreement and Exhibit 2 of this Agreement and for no other purpose without exception. Use of a part of the Sports Park for a game room, including video games, pool tables and similar entertainment equipment, shall be permitted; provided, however, that any form of gaming, lawfUl or otherwise, will not be permitted on the Premises without the prior written consent of the Landlord. Subject to obtaining and maintaining required or appropriate licenses, permits or other approvals from the Alcoholic Beverage Control Agency or any other governmental jurisdiction having authority, Tenant may engage in the sale of beer, wine and liquor on the Premises.
b. Business Name. During the entire Term, Tenant shall conduct business in the Premises under the name "Big League Dreams Redding Sports Park" in the manner provided herein. c. Permits. Tenant shall at all times during the Term obtain, keep and maintain all licenses and permits required by state and local governmental authorities necessary to operate the Sports Park from the Premises, and comply with each and every term of each such permit, including, but not limited to, the City Use Permit and Environmental Impact Report Mitigation Measures. d. Security. Tenant shall at all times provide such security for the operation of the Premises as shall reasonably be foreseen by Tenant to be prudent to protect the customers, employees, guests, contractors and other invitees of the Premises, and to protect the owners and occupants of neighboring properties from the customers, employees, guests, contractors and other invitees of the Premises.
e. Local Youth Programs. During the Term, Tenant shall endeavor to accommodate on a preferential basis use of the Premises for local organized youth programs. As used herein, the term "local" shall mean and include organized youth programs as to which a majority of the participants are residents of the City of Redding. Use of the Premises by local organized youth programs shall be subject to the normal operating practices and rules of the Packet Pg. 22
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Premises and of Big League Dreams Sports Parks generally and available times for league play shall be selected by Tenant, subject to, if he or she so requests, the reasonable approval of the City Manager of the Landlord.
a. Tenant. Tenant shall, at Tenant's expense, comply promptly with all applicable statutes, ordinances, rules, regulations, orders, covenants, conditions, and restrictions, and requirements of any governmental authority in effect during the Term, regulating the use or operation by Tenant of the Premises (collectively, the "Statutes") whether those Statutes are now in force or are subsequently enacted. Tenant shall keep and maintain in full force and effect, and in good standing, all permits and licenses required fiom state and local governmental authorities for operation of the Premises. The suspension or termination of any permit or license for a period in excess of thirty (30) days shall be a material breach hereof, but shall first be subject to the cure as provided in Section 17(a)(v). If any bureau, department or official of the state or county government or any other governmental authority (other than the City) having jurisdiction requires or recommends that any non-structural changes, modifications, replacements, alterations, or additional equipment be made or supplied in or to any portion of the Premises by reason of Tenant's use or operation thereof, Tenant shall, at Tenant's cost and expense, make and supply such non-structural changes, modifications, replacements, alterations or additional equipment. Tenant shall not use nor permit the use of the Premises in any manner that will tend to create waste or a nuisance.

The judgement of any court of competent jurisdiction, or the admission by Tenant in a proceeding brought against Tenant by any government entity, that Tenant has violated any Statute shall be conclusive as between Landlord and Tenant and shall constitute grounds for termination of this Agreement by Landlord.
b. Landlord. Landlord, and Landlord's contractors and agents, shall comply with all applicable Statutes of any governmental authority then in effect while developing the Project and constructing the Sports Park Improvements. Landlord represents and warrants that, as of the Term Commencement Date, the Premises will be in compliance with all applicable Statutes of any governmental authority then in effect.

In the event, during the Term, Landlord enacts or issues any new Statutes which would burden or restrict Tenant in the operation of the Sports Park beyond restrictions contained in this Agreement, the Environmental Impact Report Mitigation Measures or the City Use Permit, the City and Tenant shall negotiate in good faith modifications to the Percentage Rent formula or other provisions of this Agreement, the effect of which modifications would place Tenant in a comparable financial position had such Statutes not been enacted or issued. c. Landlord's Use of Parking;. Notwithstanding anything to the contrary, City maintains the right to utilize the Sports Park parking lot for its own use so long as it does not unreasonably interfere with Tenant's activities.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
d. Landlord's Use of Land and Non-Competition. Landlord expressly reserves unto itself the right to use the rest of the Land for whatever purpose it may choose so long as such use does not unreasonably interfere with Tenant's use of the Premises hereunder. Landlord shall not compete with Tenant by itself organizing, or by contracting with third parties to organize, softball or baseball leagues or tournaments either on the Land or elsewhere in the City, provided that a) local non-profit youth baseball or youth softball organizations may contract with Landlord to play local youth baseball or softball games (but not tournaments designed to attract out of town teams) at other Landlord owned property and b) Landlord may continue to offer and organize local youth baseball or softball programs currently offered by Landlord as ofthe date ofthis Agreement at other Landlord owned property, but shall not offer or organize any new youth baseball or softball programs during the Term and shall use reasonable efforts to encourage existing youth baseball and softball programs, over a reasonable transition period, to utilize the Sports Park.

9. Landlord's Development of the Sports Park.
a. Landlord's Construction Obligations. The Sports Park Improvements shall be constructed by Landlord, as set forth in the Project Description and the Plans and Specifications, promptly and with due diligence. The quality of construction and the quality of materials used in the construction of the Sports Park Improvements shall be of a first class quality and in accordance with the Project Description and the Plans and Specifications. Landlord shall prosecute Landlord's construction obligations hereunder to completion without undue interruption or delay and in a good, workmanlike manner. Landlord warrants that it will endeavor to cause the Sports Park Improvements to be completed and possession of the Premises delivered to Tenant on or before August 1,2002. In the event the Sports Park Improvements are not completed and possession of the Premises is not delivered to Tenant on or before August 1,2002, Tenant shall have no obligation to pay any rent or other payments or perform any other obligations under this Agreement until the Term Commencement Date. Landlord shall have no liability to Tenant for failure to complete the Sports Park Improvements and deliver possession of the Premises on or before the date hereinbefore described. Tenant shall, however, have the option to terminate this Agreement, without further obligation or liability hereunder, in the event Landlord is unable to complete the Sports Park Improvements and deliver possession of the Premises to Tenant on or before May 1,2003. b. Guarantee of Materials. Landlord shall guarantee all work performed by or for Landlord in the construction of the Sports Park Improvements against defective workmanship and materials for a period of one (1) year from the Term Commencement Date (or such longer period as may be specified in the Plans and Specifications). Landlord, if permitted, shall assign to Tenant (or enforce for Tenant's benefit) any and all guarantees and/or warranties of workmanship and materials which it may receive or which are required in the Plans and Specifications with respect to those portions of the Premises required to be maintained and repaired by Tenant hereunder. Within fifteen (1 5) days after receipt of Landlord's certification of substantial completion of the Premises, Tenant shall supply to Landlord a written punch list (the "Punch List") setting forth any additional corrective work to the Premises which Tenant believes is required to be performed pursuant to the Packet Pg. 24
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Plans and Specifications. In the event that no Punch List is provided by Tenant within such fifteen (1 5) day period, then Tenant shall be deemed to have accepted the Premises in its entirety subject to Landlord's guarantee obligations described above and any repair and maintenance obligations of Landlord under Section 1 1 (b) below. Landlord shall endeavor to complete or correct the Punch List items promptly and with due diligence.
c. Termination if Financing; Unavailable. Notwithstanding any other provision of this Agreement, if Landlord is in good faith unable to secure adequate construction financing to enable it to award a construction contract, based upon bid prices received by it, Landlord may terminate this Agreement by giving Tenant thirty (30) days' advance written notice.

10. Utilities and Services. Tenant shall make all arrangements for and pay prior to delinquency all utilities and services furnished to or used by it or its licensees or subtenants, including, without limitation, gas, electricity, water, telephone service, communications, cable television, trash collection, sewer, and storm drainage. Landlord shall, as part of its construction obligations, contract for and pay all necessary charges to connect the Sports Park, and all necessary locations within the Sports Park, to, or to access, gas, electrical, water, telephone, communications, cable television lines or sources, sewer, and storm drainage. 1 1. Maintenance and Re~airs.
a. Tenant's Obliprations. Except as provided in Section 1 1 (b) below, throughout the Term, Tenant shall, at Tenant's sole cost and expense maintain the entire Premises in a safe and first class condition and in good repair (damage by casualty described in Section 13 excepted) and in accordance with (i) all applicable Statutes; (ii) the insurance underwriting board or insurance services office having or claiming jurisdiction over the Premises; (iii) all insurance companies insuring all or any part of the Premises; and (iv) standards consistent with other Big League Dreams Sports Parks. Semi-annual meetings shall be held between BLD's Maintenance Supervisor and Landlord's Park Maintenance Foreman to reaffirm that these standards are achieved. b. Landlord's Obligations. For the first five (5) Lease Years, Landlord shall, at Landlord's sole cost and expense make all repairs and replacements required because of latent defects or latent faulty installation or construction by Landlord or as the result of the act, default, omission, or negligence of Landlord, its employees, agents, licensees, contractors, or subcontractors.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
c. Furniture, Fixtures & Equipment. Within thirty (30) days of submission of written receipts therefor, the Landlord shall reimburse Tenant for the initial purchase of the FF&E.

All FF&E shall be maintained by Tenant pursuant to Section 1 1 (a).

12. Alterations. Tenant shall not make any alterations or additions to the Premises (other than interior, non-structural alterations costing not more than $25,000 in any one instance) after completion of the Sports Park Improvements without the prior written consent of the City Manager, which consent may be withheld in the sole discretion of the Landlord. If Tenant desires to make any alterations to the Premises as provided in this section, the alterations or additions shall not be commenced in any case until twenty (20) days after the City Manager has received written notice from Tenant stating the date the construction of the alterations or additions is to commence so that the City Manager, on behalf of Landlord, can post and record an appropriate notice of nonresponsibility. Any alterations or additions or changes to the Premises made by Tenant shall be done in accordance with all applicable laws, rules, and regulations, including building codes and prevailing wage requirements if applicable. All such work requiring a building permit shall be performed under the direction and supervision of a competent contractor(s) licensed and in good standing under the laws of the State of California. Tenant shall not permit any mechanic's or materialman's liens to remain against the Premises for work or materials furnished in connection with any such alterations, additions or changes to the Premises. If Tenant shall, in good faith, contest the validity of any such lien, Tenant shall, at its sole expense, defend itself and Landlord against the same and upon Landlord's request, furnish to Landlord a surety bond in an amount equal to one hundred twenty percent (125%) of such contested lien indemnifying Landlord against the liability for same and holding the Premises free from any affect of such lien. All alterations and additions to the Premises shall become the property of Landlord and shall remain on and be surrendered with the Premises at the expiration or sooner termination of this Agreement.

13. Destruction.
a. Partial Destruction; Restoration by Tenant. If the Premises are damaged or destroyed during the Term, the cost of repairing the Premises is less than thirty percent (30%) of the replacement cost of the Sports Park Improvements constituting the Premises and the Term has at least ten (1 0) years remaining, then Tenant shall, promptly restore the Premises to substantially the same condition as they were in immediately before such damage or destruction, in accordance with the original Plans and Specifications (except for changes as may be required by changed building and safety codes, which Tenant shall make at Tenant's sole cost and expense). Such damage or destruction shall not terminate this Agreement. Tenant shall, use commercially reasonable efforts to complete such repairs within one-hundred eighty (1 80) days from the date of the casualty. b. Ma-ior Damage or Destruction; Tenant's Riaht to Terminate. If the Premises are damaged or destroyed by flood or earthquake (or other casualty not covered by the all risk Packet Pg. 26
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
property insurance required to be maintained by Tenant) during the Term and the cost of repairing the Premises is thirty percent (30%) or more of the replacement cost of the Sports Park Improvements constituting the Premises, then Tenant shall have the option of either repairing and reconstructing the Premises or of terminating this Agreement. Notwithstanding the foregoing, provided that damage or destruction to the Premises is due to a cause covered by the all risk property insurance required by this Agreement or by insurance otherwise maintained by Tenant, then Tenant shall restore the Premises to substantially the same condition they were in immediately before such damage or destruction, in accordance with the original Plans and Specifications (except for any changes that may be required by changed building and safety codes, which Tenant shall make at Tenant's sole cost and expense) to the extent of insurance proceeds received; provided, however, that (1) if the cost of the restoration of the Sports Park Improvements shall exceed the insurance proceeds available to Tenant to perform such restoration by an amount in excess of $100,000, or (2) there is damage to or destruction of the Premises and the governmental restrictions then in effect with respect to the Premises prohibit construction of economically viable replacement improvements with respect to a use which Tenant has a right to make under this Agreement, or (3) such destruction occurs during the last five (5) years of the Initial Term or during any extension term of this Agreement, then Tenant shall have the right to terminate this Agreement as hereinafter set forth.

To exercise the right of termination described in this subsection (b), Tenant must comply with all of the following conditions:

1. Give Landlord notice of termination within thirty (30) days after the damage or destruction, specifying the date of termination which shall be not less than sixty (60) days nor more than one hundred twenty (120) days after the date such notice of termination is given; . .

11. Prior to the termination date, cure any defaults on Tenant's part under this Agreement;
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111. Continue to make all payments when due (including without limitation the prorated portion of any additional rent, including any rent due under Section 4(g), becoming due after Tenant has given the notice of termination but prior to the date of termination), if any, as required by the provisions of this Agreement until the date of termination; iv. Prior to the termination date, pay in full any outstanding indebtedness incurred by Tenant and secured by an encumbrance or encumbrances on the leasehold, or alternatively, deliver to Landlord the written consent of the holders of all such encumbrances to the early termination of this Agreement and extinguishment of their liens; Packet Pg. 27
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
v. Prior to the termination date, cause to be discharged all liens and encumbrances encumbering the Premises or Tenant's leasehold interest resulting from any act or omission of Tenant;
vi. On or before the termination date, deliver possession of the Premises to Landlord, quitclaim all right, title and interest in the Premises to Landlord and cease to do business on the Premises, and vacate the Premises;
vii. Prior to the termination date, effectively relinquish, assign, and deliver to Landlord all insurance proceeds resulting from the casualty.

In the event of any such termination, any additional rent paid in advance shall be prorated through the date the Agreement is terminated.
c. Abatement or Reduction of Rent. In case of any damage or destruction where this Agreement is not terminated, there shall be no abatement or reduction of Percentage Rent or additional rent; however, during the period of reconstruction, Tenant may continue to conduct business from the Premises from temporary facilities or temporary structures subject to compliance with local building and safety codes or other applicable municipal codes. Tenant shall use commercially reasonable efforts to complete such reconstruction and re-open the Premises for business within a reasonable time, not to exceed ten (10) months in the aggregate. d. Insurance Proceeds. If Tenant is obligated or elects to restore the Premises pursuant to this section, the proceeds of any insurance maintained under this Agreement shall be disbursed pursuant to a customary construction disbursement system or service for payment of costs and expenses of repair. If the insurance proceeds are insufficient to cover the cost of repair, and Tenant is nonetheless obligated to repair under Section 13(b), then Tenant shall deposit the amount of the deficiency with Landlord, and such funds shall be disbursed first, and the balance of the construction costs shall be disbursed from the insurance proceeds by Landlord.

14. Insurance and Indemnity.
a. Liability Insurance. Effective as of the Term Commencement Date, Tenant shall procure at its sole cost and expense, and thereafter keep in effect at all times until the end of the Term, commercial general liability insurance which shall include broad form contractual liability insurance coverage insuring all of Tenant's indemnity obligations under this Agreement. Such coverage shall have a minimum combined single limit of liability of at least $2,000,000. If commercial general liability insurance or other form with a general aggregate limit is used, the general aggregate limit shall be twice the required occurrence limit. Tenant's public liability insurance shall include dram shop liability insurance or liquor liability insurance. All of Tenant's Packet Pg. 28
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
public liability insurance policies shall be written to apply to all bodily injury, property damage, personal injury and other covered loss, however occasioned, occurring during the policy term, and shall be endorsed to provide that such coverage shall be primary and that any insurance maintained by Landlord shall be excess insurance only. Tenant may satisfy the requirements of this subsection (a) by having BLD USA obtain a master policy of liability insurance applicable to multiple Big League Dreams Sports Parks which shall, by endorsement, specifically name the Sports Park as an insured and comply with other requirements of this Section 14 applicable to such insurance. b. Workers' Compensation Insurance. Tenant and Tenant's sublessees and concessionaires shall maintain workers' compensation insurance in accordance with California law and an employer's liability insurance endorsement with customary limits. c. Propertv Insurance.

1. All Risk Coverage. Tenant shall at Tenant's expense obtain and keep in force during the Term of this Agreement (commencing as of the Term Commencement Date) a policy of insurance covering loss or damage to the Premises, all FF&E, and other personal property of Tenant and Landlord, in the amount of the full replacement value thereof, as the same may exist from time to time, against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, and special extended perils ("all risk," as that term is known in the insurance industry). If such insurance coverage has a deductible clause, the deductible amount shall not exceed $20,000 per occurrence. Tenant shall be liable for such deductible amount. Tenant shall obtain such endorsements as are recommended by Landlord's risk manager, including, without limitation, an endorsement for changes in building codes, provided such endorsements may be obtained on commercially reasonable terms. Landlord shall be the loss payee on such policy.

Landlord shall receive and retain all insurance proceeds to the extent they are not used to rebuild the Premises following an insured casualty.
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11. Replacement Value. The "full replacement value" of the property to be insured under this section shall be determined by the company issuing the insurance policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, either party shall have the right to notify the other party that it elects to have the replacement value redetermined by an insurance company. The redetermination shall be made promptly and in accordance with the rules and practices of the insurance company, and each party shall be promptly notified of the results by the company. The insurance policy shall be adjusted according to the redetermination. d. Insurance Policies.

1. Coverane Re-Evaluation. Not more frequently than once every ten (1 0) years, if in the reasonable opinion of Landlord the amount or type of any insurance at that time is not adequate or not provided for herein, Tenant shall either acquire or increase the insurance coverage as required by Landlord provided Tenant may obtain such increased coverage on commercially reasonable terms.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
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11. Policy and Companv Requirements. Tenant shall deliver to Landlord copies of policies of such insurance or certificates with attached original endorsements evidencing the existence and amounts of such insurance with loss payable clauses as required by this Section

14. Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with renewals or binders thereof. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VII and licensed to do business in the State of California. All policies of insurance must (other than the property insurance, which shall name the Landlord as the loss payee) be endorsed to contain the following:
(1) The Landlord, its members, council members, officers, employees, volunteers, and any additional parties designated by the Landlord, as additional insureds.

The coverage shall contain no special limitations of the scope of protection afforded the Landlord. (2) The insurance coverage shall be primary insurance as respects the Landlord, its members, council members, officers, employees, agents, and any additional parties designated by the Landlord. Any insurance or self-insurance maintained by the Landlord, its members, council members, officers, employees and volunteers, and any additional parties designated by the Landlord shall be excess of the insurance and shall not contribute with it. (3) No such policy shall be cancelable or subject to reduction of coverage or other modification expect after thirty (30) days prior written notice to Landlord. (4) As respects workers7 compensation insurance, the policy shall be endorsed with a waiver of subrogation clause for Landlord, its respective members, board members, officers, employees, and volunteers.
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111. Policv Compliance. Tenant shall not use the Premises in any manner, even if the use is for the purposes permitted herein, that will result in the cancellation of any insurance required under this Agreement. Tenant further agrees not to keep on the Premises or permit to be kept, used, or sold thereon, anything prohibited by any fire or other insurance policy covering the Premises.
iv. Failure to Obtain Insurance. If, after written notice and a fifteen (1 5) day opportunity to cure, Tenant shall fail to obtain any insurance required under this Agreement, Landlord may, at its election, obtain such insurance and Tenant shall, as additional rent, reimburse Landlord for the cost thereof plus a five percent (5%) handling charge, within five (5) days following demand therefor. If Tenant fails or refuses to maintain insurance as required hereunder, or fails to provide the proof of insurance, Landlord shall, subject to the notice and cure provisions of Section 17(a)(v), have the right to declare this Agreement in default, and Landlord shall be entitled to exercise all legal remedies for breach of this Agreement. v. relations hi^ to Indemnities. All insurance required to be provided hereunder is in addition to, and not in lieu of, the indemnity provisions of Section 14(f) hereof. The Packet Pg. 30
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
procuring of such required policies of insurance shall not be construed to limit Tenant's liability hereunder, nor to fulfill the indemnification provisions and requirements of this Agreement. e. Waiver of Subrogation. Tenant and Landlord each hereby release and relieve each other, and waive their right of recovery against the other, for loss or damage arising out of or incident to the perils insured against under Section 14(c), which perils occur in, on or about the Premises, whether due to the negligence of Landlord, or Tenant or their agents, employees, contractors andlor invitees, but only to the extent of insurance coverage. Tenant shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Agreement and obtain the insurance carrier's written consent thereto.

F. Indemnity. Tenant shall, commencing with the Term Commencement Date, indemnify, defend, protect, and hold harmless Landlord, the City and their respective members, employees, agents and contractors (collectively the "Indemnitees") from and against any and all claims, losses, proceedings, damages, causes of action, liability, costs and expenses (including reasonable attorneys' fees), arising from or in connection with, or caused by (i) any act, omission or negligence of Tenant or any sublessee of Tenant, or their respective contractors, licensees, invitees, agents, servants or employees, wheresoever the same may occur; (ii) any use of the Premises, or any accident, injury, death or damage to any person or property occurring in, on or about the Premises, or any part thereof, or fiom the conduct of Tenant's business or from any activity, work or thing done, permitted or suffered by Tenant or its sublessees, contractors, employees, or invitees, in or about the Premises, or elsewhere (other than when arising as a result of defective construction or workmanship by Landlord or its contractors or agents, or gross negligence or intentional misconduct of an Indernnitee); and (iii) any breach or default in the performance of any obligations on Tenant's part to be performed under the terms of this Agreement, or arising from any negligence of Tenant, or any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against an Indemnitee by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant shall have no duty to defend or indemnify Landlord or any other Indemnitee fiom any Legal Challenge. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to person in, upon or about the Premises arising from any cause other than defective construction or workmanship by Landlord or its contractors or agents, gross negligence or intentional misconduct of an Indemnitee, or Hazardous Materials existing on the Land prior to the Term Commencement Date as provided in Section 30 and Tenant hereby waives all claims in respect thereof against Landlord. These provisions are in addition to, and not in lieu of, the insurance required under this Section 14.

15. Condemnation.
a. Definitions.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease

1. "Condemnation" means (A) the exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor and (B) a voluntary sale or transfer by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.
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11. "Date of Taking" means the date the Condemnor has the right to possession of the property being condemned.
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111. "Award' means all compensation, sums, or anythmg ofvalue awarded, paid, or received on a total or partial condemnation.
iv. "Condemner" means any public or quasi-public authority, or private corporation or individual, having the power of condemnation or eminent domain. b. ke;hts and Obligations Governed bv Lease. If during the Term there is any taking of all or any part of the Premises or any interest in this Agreement by Condemnation, the rights and obligations of the parties shall be determined pursuant to this section. Each party waives the provisions of California Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Agreement in the event of a partial taking of the Premises.
c. Total Taking. If the Premises are totally taken by Condemnation, this Agreement shall terminate on the Date of Taking.
d. Partial Taking. If any portion less than all of the Premises is taken by Condemnation, this Agreement shall remain in effect, except that Tenant can elect to terminate this Agreement if, in the reasonable judgment of Tenant, the portion of the Premises not so taken cannot be so repaired or reconstructed, taking into consideration the amount of the award available for repair, so as to be suitable for Tenant's continued use of the Premises for the same use as the Premises are being used immediately prior to the taking and the remaining Premises would not be economically feasibly usable by Tenant. If Tenant elects to terminate this Agreement, Tenant must exercise its right to terminate by giving notice to Landlord within thirty (30) days after the Date of Taking. If Tenant elects to terminate this Agreement, Tenant also shall notify Landlord of the effective date of the termination, which effective date shall not be later than ninety (90) days after Tenant has notified Landlord of its election to terminate. If Tenant does not terminate this Agreement within the ninety (90) day period, this Agreement shall continue in full force and effect.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
e. Restoration of Premises. If there is a partial taking of the Premises and this Agreement remains in full force and effect pursuant to Section 15(d), Tenant shall commence all necessary restoration as promptly as reasonably practicable under the circumstances but in all events within thirty (30) days after receipt of the Award, and shall thereafter diligently pursue such restoration work to completion.
f. Temporaw Taking. On any taking of the temporary use of all or any part or parts of the Premises for a period, or of any estate less than a fee, ending on or before the expiration date of the Term, the Term shall not be reduced, extended, or affected in any way, and Tenant shall be entitled to any Award for the use or estate taken. If a result of the temporary taking is to necessitate expenditures for changes, repairs, alterations, modifications, or reconstruction of the Sports Park Improvements, the Award shall be paid to Tenant, and Tenant shall commence all necessary changes, repairs, alterations, modifications or reconstruction of the Sports Park Improvements as promptly as reasonably practicable under the circumstances but in all events within thirty (30) days after receipt of the Award, and shall thereafter diligently pursue such restoration work to completion. At the completion of the work and the discharge of the Premises from all liens and claims, Tenant shall be entitled to any surplus and shall be liable for any deficit. If any such taking is for a period extending beyond the expiration date of the Term, the taking shall be treated under the foregoing provisions for total and partial takings, depending upon whether the temporary taking is of all or only a part of the Premises.
g. Avvlication of Award. No Award for any partial or entire taking shall be apportioned. Awards for partial or temporary takings, where the Lease is not terminated, shall be applied by Tenant to restoration of the Premises as provided above. Tenant hereby assigns to Landlord any Award for a total taking which may be made, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any Award made to Tenant for the unamortized value of any additions or improvements on the Premises constructed by Tenant in accordance with this Agreement (amortized on a straight line basis over the remainder of the Term of this Agreement from the Date of Taking), the taking of personal property and fixtures belonging to Tenant and removable by Tenant at the expiration of the Term hereof, as provided hereunder, or for the interruption of, damage to, or loss of Tenant's business and goodwill, or for relocation expenses recoverable against the condemning authority, or in the event of a partial taking, the cost of restoring the Premises to a usable condition.

16. Assipnment, Sublettinp and Encumbering.
a. Prohibition Against Assignment. Subletting, and Encurnberinq. Tenant shall have the right to assign this Agreement to an affiliated entity as to which a Controlling Percentage is owned by BLD USA. Tenant shall not assign, transfer, or encumber all or any portion of its interest in this Agreement or in the Premises, or sublease all or any part of the Premises, or allow Packet Pg. 33
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No licensees, concessionaires or sublessees of all or part of the Premises shall, without the prior written approval of Landlord, be Affiliates of Tenant.

In the event Landlord approves any assignment or subletting of the Premises, Landlord shall cooperate with Tenant in effectuating the reasonable requirements of prospective assignees or sublessors to complete any such transaction. In no event is Tenant or any subtenant authorized to encumber the Premises or the FF&E provided by Landlord without the advance written approval of Landlord, which approval may be granted or withheld by Landlord in its sole discretion.

1. A~proval Procedure for Assignments andsubleases. Tenant shall first notify Landlord at least forty-five (45) days prior to the proposed effective date of any assignment or sublease, in writing, of its desire to do so and shall submit in writing to Landlord (1) the name of the proposed subtenant or assignee, (2) the terms and conditions of the proposed sublease or assignment (including a copy of the written agreement for same,) (3) financial statements for the two most recent completed fiscal years of the proposed subtenant or assignee, and (4) a bank reference.

Thereafter, Tenant shall furnish such supplemental information as Landlord may reasonably request concerning the proposed subtenant or assignee. At any time within thirty (30) days after Landlord's receipt of the information specified above, Landlord may by written notice to Tenant elect to (1) consent to the sublease or assignment, or (2) disapprove of the sublease or assignment in Landlord's reasonable discretion. Such grounds may include, without limitation, a possible material adverse effect upon the reputation of the Project from the nature of the subtenant or assignee; a reputation for financial reliability on the part of the proposed subtenant or assignee which is unsatisfactory in the sole judgment of Landlord; insufficient experience of the subtenant or assignee to operate the Sports Park; likely adverse impact on the Gross Revenues of the Sports Park; or inexperience in performance of Tenant's other obligations under this Agreement. If Landlord consents to the sublease or assignment (or fails to respond to Tenant's request) within the forty-five (45) day period, Tenant may thereafter enter into such assignment or sublease of the Premises, upon the terms and conditions and as of the effective date set forth in the information furnished by Tenant to Landlord. . .

11. Executed Document CODV. Notwithstanding Landlord having granted its consent to any assignment or subleasing, prior to the effective date of any assignment or the commencement date of any sublease, Tenant shall furnish Landlord with a copy of the fully executed sublease or assignment agreement.
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111. Minimum Term. No sublease of the Premises or portion thereof, or assignment of this Agreement, shall be for a period of less than one (1) year, nor shall any sublease extend beyond the expiration date of the Term of this Agreement. iv. Assumption. Each permitted assignee or transferee shall assume and be deemed to have assumed, and each sublessee shall be bound by, this Agreement. In the case of Packet Pg. 34
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
an assignment of this Agreement where Landlord's approval is required and Landlord so consents in writing, Landlord shall not release Tenant from any further obligations arising under this Agreement after the date of the assignment unless such assignment specifically provides for such a release. No assignment shall be binding on Landlord unless such assignee or Tenant shall deliver to Landlord a counterpart of such assignment which contains a covenant of assumption by the assignee, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above. b. Additional Provisions. No consent by Landlord to any assignment, encumbrance, or sublease shall constitute a waiver of the provisions of this section. Tenant shall not make any modifications to an approved sublease without Landlord's prior written consent. For the purposes hereof, an "encumbrance" shall mean a mortgage, deed of trust, land sale contract, lease or other financing device. Any attempted assignment, encumbrance, or Lease, if not approved by Landlord in advance pursuant to this Section 16, shall be voidable by Landlord and, at Landlord's election, shall, subject to the notice and cure provisions of Section 17(a)(v), constitute a default hereunder. For purposes of this Agreement, the creation of any concession agreement or similar agreement for the operation of the food and beverage facilities at the Sports Park is also considered a sublease.

17. Default.
a. Tenant's Default. The occurrence of any of the following shall constitute a default by Tenant:

1. Failure to Pay Rent. Failure to pay rent (whether Percentage Rent, or any other rent due to Landlord) or any other additional payment required to be made by Tenant hereunder as and when due, where such failure continues for ten (1 0) days after delivery by Landlord to Tenant of written notice of such failure.
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11. Failure to Pay Taxes. Failure to pay any Taxes on a timely basis, or the failure to provide any insurance required hereunder, where such failure continues for fifteen (1 5) days after delivery by Landlord of written notice of such failure to Tenant. ... in. Surrender. Abandonment or surrender of the Premises or the leasehold estate by Tenant.
iv. Default Under Related Agreements. Tenant's default under any Related Agreement, where such default is not cured by Tenant (or BLD USA, as applicable) within the cure period applicable to such default, if any, under such agreements.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
v. Default Under this Anreement. Failure to perform any other covenant or provision of this Agreement, if the failure to perform is not cured within thirty (30) days after delivery by Landlord to Tenant of written notice. If the failure to perform cannot reasonably be cured within thirty (30) days, Tenant shall not be in default of this Agreement if Tenant commences to cure the failure to perform within the thirty (30) day period and thereafter diligently and in good faith prosecutes the cure to completion.
vi. Attachment. The subjection of any right or interest of Tenant to attachment, execution, or other levy, or to seizure under legal process, if not released within sixty (60) days after written notice from Landlord to Tenant. vii. Insolvencv. An assignment by Tenant for the benefit of creditors or the filing of a voluntary or involuntary petition by or against Tenant under any law for the purpose of adjudicating Tenant a bankrupt; or for extending time for payment, adjustment, or satisfaction of Tenant's liabilities; or for reorganization, dissolution, or arrangement on account of or to prevent bankruptcy or insolvency; unless the assignment or proceeding, and all consequent orders, adjudications, custodies, and supervision are dismissed, vacated, or otherwise permanently stayed or terminated within sixty (60) days after the assignment, filing, or other initial event. . . *
viii. Receiversh<~. The appointment of a receiver, unless such receivershp is terminated within sixty (60) days after the appointment of the receiver, to take possession of Tenant's interest in the Premises or of Tenant's interest in the leasehold estate or of Tenant's operations on the Premises for any reason, including but not limited to, an assignment for the benefit of creditors or voluntary or involuntary bankruptcy, but not including receivership (A) pursuant to a permitted first leasehold encumbrance, or (B) instituted by Landlord, the event of default being not the appointment of a receiver at Landlord's instance but the event justifying the receivership. b. Landlord's Remedies.

1. Cumulative Nature of Remedies. If any default by Tenant shall continue uncured, following notice of default as required by this Agreement, for the period, if any, applicable to the default under the applicable provision of this Agreement, Landlord shall have the remedies described in this subsection (b) in addition to all other rights and remedies provided by law or equity, to which Landlord may resort cumulatively or in the alternative. . .

11. Termination. Landlord may at Landlord's election terminate this Agreement by giving Tenant written notice of termination. In the event Landlord terminates this Agreement, Landlord may recover possession of the Premises (which Tenant shall surrender and vacate upon demand) and remove all persons and property therefrom. Landlord shall be entitled to recover as damages all of the following:

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
(1) The worth at the time of the award of any unpaid rent or other charges which have been earned at the time of termination; (2) The worth at the time of the award of the amount by which the unpaid rent and other charges which would have been earned after termination until the time of the award exceeds the amount of the loss of such rental or other charges that Tenant proves could have been reasonably avoided;
(3) The worth at the time of the award of the amount by which the unpaid rent and other charges for the balance of the Term after the time of the award exceeds the amount of the loss of such rental and other charges that Tenant proves could have been reasonably avoided; and
(4) Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant's failure to perform its obligations under this Agreement or which in the ordinary course of things would be likely to result therefrom. iii. Worth Defined. As used in subsections (1) and (2) above, the "worth at the time of the award" shall be computed by allowing interest at the rate of ten percent (1 0%) per annurn. As used in subsection (3) above, the "worth at the time of the award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award.
iv. Continuation of the Lease. Even though Tenant has breached this Agreement and abandoned the Premises, at Landlord's option this Agreement shall continue in effect for so long as Landlord does not terminate Tenant's right to possession. Landlord may enforce all of its rights and remedies hereunder, including the right to recover rent as it comes due under this Agreement. In such event, Landlord will permit Tenant to sublet the Premises or to assign its interest in this Agreement, or both, with the consent of Landlord, which consent will not unreasonably be withheld provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and reputation and will occupy the Premises for the same purposes specified herein, and provided that Tenant shall cure all defaults to Landlord as a condition precedent to the effectiveness of Landlord's consent. For purposes of this subsection, the following shall not constitute a termination of Tenant's right to possession: (i) acts of maintenance or preservation or efforts to relet the Premises; or (ii) the appointment of a receiver under the initiative of Landlord to protect Landlord's interest under this Agreement.
v. Use of Tenant's Personal Property. Landlord may at Landlord's election use Tenant's personal property and trade fixtures located on, about or appurtenant to the Premises or any of such property and fixtures without compensation and without liability for use or damage, or store them for the account and at the cost of Tenant. The election of one remedy for any Packet Pg. 37
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
one item shall not foreclose an election of any other remedy for another item or for the same item at a later time.
vi. Assignment ofsubrents. Tenant assigns to Landlord all subrents and other sums falling due fiom subtenants, licensees, and concessionaires (herein collectively called "subtenants") during any period in which Landlord has the right under this Agreement, whether exercised or not, to reenter the Premises for Tenant's default. Tenant shall not have any right to such sums during that period. This assignment is subject and subordinate to any and all assignments of the same subrents and other sums to the lender under a permitted first leasehold encumbrance.

Landlord may at Landlord's election reenter the Premises with or without process of law, without terminating this Agreement, and either or both collect these sums or bring action for the recovery of the sums directly from such obligors. Landlord shall receive and collect all subrents and proceeds from reletting, applying them: first, to the payment ofreasonable expenses (including attorneys' fees or brokers' commissions or both) paid or incurred by or on behalf of Landlord in recovering possession, placing the Premises in good condition, and preparing or altering the Premises for reletting; second, to the reasonable expense of securing new subtenants; third, to the fulfillment of Tenant's covenants to the end of the Term; and fourth, to Landlord's uses and purposes. Tenant shall nevertheless pay to Landlord on the due dates specified in this Agreement the equivalent of all sums required of Tenant under this Agreement, plus Landlord's expenses, less the proceeds of the sums assigned and actually collected under this provision.
c. Late Charge. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other charges due under this Agreement will cause Landlord to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain.

Such costs include, but are not limited to processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises, or bond issues of Landlord. Accordingly, if any delinquent installment of rent or any other charge due from Tenant is not received by Landlord or Landlord's designee within ten (10) days after written demand for payment shall have been delivered by Landlord to Tenant, then, at Landlord's election and upon Landlord's demand, Tenant shall pay to Landlord a late charge equal to ten percent (1 0%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment by Tenant. No late charge may be imposed more than once for the same late rental payment. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount. If Tenant fails to pay any two installments of Percentage Rent in the time (including applicable notice and cure periods) required by this Agreement, then Landlord also shall have the right, for a period of three (3) Lease Years, to require that all future Percentage Rent be payable monthly rather than quarterly. Landlord shall give Tenant written notice of such election at least five (5) days before the next monthly payment shall be due. d. Landlord's Default. The occurrence of the following shall constitute a default by Landlord: Landlord's failure to perform any covenant or provision of this Agreement or of any Related Agreement, if the failure to perform is not cured within thirty (30) days after delivery by Packet Pg. 38
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Tenant to Landlord of written notice specifying the specific nature of the alleged default. If the failure to perform cannot reasonably be cured within thirty (30) days, Landlord shall not be in default of this Agreement or of any Related Agreement if Landlord commences to cure the failure to perform within the thirty (30) day period and thereafter diligently and in good faith prosecutes the cure to completion.
e. Tenant's Remedies. If any default by Landlord shall continue uncured, following notice of default as required by this Agreement, for the period specified in subsection (d) above, Tenant may terminate this Agreement andlor pursue any and all other rights and remedies available at law or in equity under the laws of the State of California.

18. Landlord's Entrv on Premises. Landlord and its authorized representatives shall have the right to enter the Premises at all reasonable times, upon giving at least twenty-four (24) hours prior notice, for any of the following purposes:
a. Verifv Condition To determine whether the Premises are in the condition required by this Agreement and whether Tenant is complying with its obligations under this Agreement;
b. Post Notices To serve, post, or keep posted any notices required or allowed under the provisions of this Agreement;
c. Show Property To show the Premises for any reasonable purpose at any time during the Term; and
d. Business Purposes To carry out any building or property management business purpose in or about the Premises.

Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord's entry on the Premises as provided in this section, except damage resulting from the acts or omissions of Landlord or its authorized representatives. Tenant shall not be entitled to an abatement or reduction of rent if Landlord exercises any rights reserved in this section. Landlord shall conduct its activities on the Premises as allowed in this section in a manner that reasonably attempts to minimize any inconvenience, annoyance, or disturbance to Tenant's business operations.

19. Notices. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and shall be given to the addresses set forth below, and shall be deemed delivered three (3) days after deposit into the United States mail, postage prepaid, by registered or certified mail, return receipt requested. Unless notice of a different address has been given in accordance with this section, all such notices shall be addressed as follows:

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
If to Landlord, to: City of Redding
777 Cypress Avenue
Redding, California 9600 1
Attention: Mike Warren, City Manager
With a copy to:

If to Tenant, to:

With a copy to:

Redding City Attorney
777 Cypress Avenue
Redding, California 9600 1
Attention: Dave Tranberg, Assistant City Attorney
Big League Dreams Redding, LLC
33-700 Date Palm Drive
Cathedral City, California 92234
Attention: Richard Odekirk
Big League Dreams USA, LLC
10550 Galena Street
Mira Loma, California 9 1752
Attention: Scott Parks LeTellier

20. Attornevs' Fees.
a. If Landlord becomes a party to any litigation brought by any third party concerning this Agreement or the Premises as to which Landlord is entitled to indemnification from Tenant, then Tenant shall be liable for actual attorney's fees and court costs incurred by Landlord in the litigation.
b. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover fiom the losing party its reasonable attorneys' fees and costs of suit.

21. Liti~ation Concerning Validity of this Apreement. In the event any Legal Challenge is undertaken, Landlord shall have the right, exercisable not later than ninety (90) days from the date of this Agreement, to terminate this Agreement by thirty (30) days written notice to Tenant without any further liability to Tenant whatsoever; provided, however, Landlord shall not terminate this Agreement if Tenant shall agree in writing to indemnify, defend, and hold harmless Landlord for all costs and expenses incurred by Landlord on account of such Legal Challenge, and shall deposit with Landlord reasonable cash or cash equivalent security therefor. Such defense shall be undertaken by legal counsel selected and paid for by Tenant, subject to Landlord's reasonable approval. Landlord shall have no liability to Tenant if this Agreement is terminated by reason of such Legal Challenge.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease

22. Estoppel Certificates. At any time and from time to time, within thirty (30) days after notice of request by either party, the other party shall execute, acknowledge, and deliver to the requesting party, or to such other recipient as the notice shall direct, a statement certifying that this Agreement is unmodified and in full force and effect; or, if there have been modifications, that it is in full force and effect as modified in the manner specified in the statement and acknowledging that there are no uncured defaults or failures to perform any covenant or provision of this Agreement on the part of the requesting party or specifying any such defaults or failures which are claimed to exist.

The statement shall also state the dates to which the rent and any other charges have been paid in advance. The statement shall be such that it can be relied on by any auditor, creditor, commercial banker, and investment banker of either party and by any prospective lender with respect to the Premises or all or any part or parts of Tenant's or Landlord's interests under this Agreement. Either party's failure to execute, acknowledge, and deliver, on request, the certified statement described above within the specified time shall constitute a breach of this Agreement. If Tenant fails to deliver the certificate within ten (1 0) days, Tenant constitutes and appoints Landlord as its special attorney- in-fact to execute and deliver the certificate to a third party, which appointment is irrevocable and is hereby coupled with an interest.

23. Subordination. This Agreement is subject and subordinate to all prior leasesand underlying liens, mortgages and deeds of trust which now affect the Premises or the Land, and to all renewals, modifications, consolidations, replacements, and extensions thereof. If the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Agreement to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees promptly to execute, acknowledge, and deliver any and all docurnents or instruments which are reasonably necessary or desirable for purposes thereof. Landlord shall have the right to cause this Agreement to be and become and remain subject and subordinate to future and further ground or underlying financing leases, mortgages or deeds of trust which may hereafter be executed covering the Premises and the Land, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof. Tenant agrees, within thirty (30) days after Landlord's written requests therefor, to execute, acknowledge, and deliver any and all docurnents or instruments requested by Landlord, or that are necessary or proper to assure the subordination of this Agreement to any such mortgages, deeds oftrust, or leasehold estates; provided, however, that the foregoing provisions with respect to such election of subordination by Landlord shall not be effective unless the owner or holder of any such mortgage, deed of trust, or leasehold estate shall execute with Tenant a nondisturbance agreement under which such owner, holder, or lessor shall agree, in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, that Tenant's quiet enjoyment of the Premises will not be disturbed so long as Tenant pays rent and Packet Pg. 41
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
observes and perform all of the provisions of this Agreement to be observed and performed by Tenant. Notwithstanding anything to the contrary set forth in this section, Tenant hereby attorns and agrees to attorn to (at the option of) any person, firm, or corporation purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers, or remedies under such mortgages, or deeds of trust, or ground or underlying leases, as if such person, firm, or corporation had been named as Landlord herein.

24. Sale or Transfer bv Landlord. In the event of any transfer or transfers of Landlord's interest in the Premises, other than a transfer for security purposes only, the transferor shall automatically be relieved of any and all obligations and liabilities on the part of the Landlord accruing from and after the date of such transfer; provided, however, that any funds in the hands of Landlord in which Tenant has an interest, at the time of such transfer, shall be turned over to the transferee and upon such transfer, Landlord shall be discharged from any further liability with reference to such funds. The covenants and obligations of Landlord contained in this Agreement shall be binding upon Landlord, its successors and assigns only during their respective periods of ownership.

25. Surrender of Premises. At the expiration or earlier termination of the Term, Tenant shall surrender to Landlord the possession of the Premises. Surrender or removal of improvements, fixtures and trade fixtures shall be as directed in the provisions of this Agreement on ownership of improvements, fixtures and trade fixtures at expiration or termination of this Agreement. Except as provided in Section 13 hereof to the contrary, Tenant shall leave the surrendered property and any other property in good and broom clean condition. All personal property that Tenant is not required to surrender but that Tenant does abandon shall, at Landlord's election, become Landlord's property at expiration or the sooner termination of this Agreement.

26. Form of Nondiscrimination and Nonse~regation Clauses. The Tenant herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, and ths Agreement is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the Premises nor shall the Tenant itself, or any person claiming under or through it, 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 Premises.

27. Holding Over. If Tenant remains in possession of the Premises or any part thereof after the expiration or termination of the Term of this Agreement, such occupancy shall be a tenancy from month to month upon all the provisions of this Agreement pertaining to the obligations of Packet Pg. 42
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Tenant, except that the Percentage Rent shall be increased to ten percent (10%) of the Gross Revenues and the Percentage Rent shall be payable in arrears on a monthly basis, as otherwise set forth in Section 4.

28. Representations, Warranties and Acknowledyments. Tenant makes the following representations, warranties and acknowledgments as of the date of this Agreement and agrees that such representations, warranties and acknowledgments shall survive and continue thereafter:
a. Status. Tenant is a limited liability company, duly formed and validly existing and has all power and authority to perform the obligations contemplated hereby. Throughout the Term of this Agreement, Tenant shall be and remain a single-purpose, bankruptcy remote entity. b. Authoritv. Tenant has complied with all laws and regulations concerning its organization, existence and transaction of business. Tenant has the right and power to lease and operate the Project and Sports Park Improvements thereon as contemplated in this Agreement.

Tenant has, or at all appropriate times shall have properly obtained, all permits, licenses and approvals necessary to occupy and operate the Sports Park Improvements on the Land and in so doing has, or shall have (as appropriate), substantially complied with all applicable Statutes. c. No Litigation. There is no litigation, action, suit, or other proceeding pending or threatened against Tenant which may in any manner whatsoever substantially adversely affect the validity, priority, or enforceability of this Agreement or the construction, use, occupancy or operation of the Project.
d. Enforceability. Tenant has full right, power and authority to execute and deliver this Agreement and the Memorandum of Lease executed pursuant hereto, and to perform the undertakings of Tenant contained in this Agreement. This Agreement constitutes valid and binding obligations of Tenant which are legally enforceable in accordance with their terms, subject to the laws of bankruptcy, creditor's rights exceptions, and equity. e. IVo Breach. None of the undertakings of Tenant contained in this Agreement violates any applicable Statute or any order or ruling of any court, or conflicts with, or constitutes a breach or default under, any agreement by which Tenant is bound or regulated. f. Accuracy. To the best of Tenant's knowledge, all documents, reports, instruments, papers, data, information and forms of evidence delivered to Landlord by Tenant with respect to this Agreement are accurate and correct, are complete insofar as completeness may be necessary to give Landlord true and accurate knowledge of the subject matter thereof, and do not contain any material misrepresentation or omission.
g. Taxes. To the best of Tenant's knowledge, Tenant has filed all federal, state, county and municipal tax returns required to have been filed by Tenant, and has paid all taxes which Packet Pg. 43
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Spotts Park Lease
have become due pursuant to such returns or to any notice of assessment received by Tenant. Tenant has no knowledge of any basis for additional assessment with respect to such taxes.

29. Suecial Provisions.
a. City Use of Premises. Tenant agrees to make the Premises available to the Landlord four days each year for community activities. Such days shall be reasonably selected by Tenant and Landlord, which selection shall be based, among other factors, on space availability. The Landlord shall give Tenant at least three (3) months prior written notice of the date or dates it proposes for use of the Premises. On such dates (hereinafter "City Days"), the Premises shall be made available to Landlord free of charge, provided, however, all hourly (but not salaried) labor employed to service City Days activities shall be charged to the Landlord based on Tenant's actual cost. Food and beverages shall be sold to guests and invitees of Landlord at regular retail prices on City Days.
b. Pre-Opening Expenses. Tenant acknowledges that Tenant will be responsible for the initial capitalization of Tenant's business operations on the Premises and will be responsible for start-up expenses in connection with Tenant's business operations including, without limitation, hiring and training of employees, acquisition of inventory and pre-opening marketing expenses, including, but not limited to, those activities described in the Marketing Plan attached hereto as Exhibit 6.
c. Competing; Business. During the Term of this Agreement or, in the event this Agreement is terminated as a result of a default by Tenant or as a result of Tenant's surrender or abandonment of the Premises, for a period of thirty-five (35) years from the Term Commencement Date, whichever is longer, neither Tenant nor an Affiliate of Tenant, shall own, lease, or manage, nor license the use of the name "Big League Dreams" in connection with a competing sports park facility similar in nature and function to the Sports Park or any other sports park or sports facility located within a radius of one hundred and thirty (130) miles from the Sports Park. The cross hatched area shown on the attached Exhibit 7 (which exhibit is incorporated herein by this reference) graphically depicts this one hundred thirty (130) mile exclusion radius and the cities and counties included therein. The parties acknowledge that the entirety of Sacramento County is outside the 130 mile exclusion radius. The parties agree, whether or not the cities of Woodland (in Yolo County) and Roseville (in Placer County) are within the 130 mile exclusion radius, that such cities shall be deemed to be outside the 130 mile exclusion radius for purposes of this Agreement. In the event this Agreement is terminated by Landlord for reasons other than a default by Tenant or Tenant's surrender or abandonment of the Premises, or is terminated by Tenant as a result of a default by Landlord, the restrictions contained in this subsection (c) shall lapse on the effective date of such a termination of this Agreement.
d. Electrical Costs. During the Term, Landlord shall cause the City owned Packet Pg. 44
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
electrical utility (so long as it is owned by the City) to provide electricity to the Sports Park at a rate no higher than the lowest rate in effect at any given time for any other commercial or municipal user with comparable energy consumption.
e. Signage During the Term, Tenant shall permit Landlord to display one non-commercial, public interest sign per stadium replica field without payment of any advertising fees. Landlord shall, at its option, fabricate and provide the signs to Tenant according to specifications Tenant shall develop for advertising signs generally or reimburse Tenant for Tenant's actual costs in fabricating the signs for Landlord. Tenant shall not accept or display tobacco product or adult entertainment advertising in the Sports Park.

30. Hazardous Materials. Tenant shall not store, generate, treat, or dispose of any hazardous substances or hazardous waste, as defined in the California Health and Safety Code, on the Premises; provided, however, that Tenant is permitted to bring onto the Premises Hazardous Materials (defined below) contained in emergency back-up batteries, under the condition that Tenant will treat all such Hazardous Materials brought onto the Premises by it in accordance with all applicable federal, state, and local laws and regulations. a. Definition. Hazardous Materials are defined as follows:

1. Substances which are flammable, explosive, corrosive, radioactive, or toxic;
. .

11. Any material or substances defined as hazardous substances, hazardous materials, toxic substances, or hazardous wastes in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Sections 1801 et. seq.), the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), the Hazardous Waste Control Act (California Health & Safety Code Sections 25100 et seq.), and the Hazardous Substance Account Act (California Health & Safety Code Sections 25300 et seq.), the California Hazardous Waste Management Act (California Health & Safety Code Sections 25 170.1, et seq.), California Health and Safety Code Section 25280, et seq. (Underground Storage of Hazardous Waste Management Act), California Health and Safety Code Section 2550, et seq. (Hazardous Materials Release Response Plans and Inventory), or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000, et seq., and all amendments to these laws, and regulations adopted or publications promulgated pursuant to these laws;
iii. Those asbestos-containing materials defined and described in Environmental Protection Agency Report No. 5615-85-024 (June 1985) whether or not friable, or any related or successor report, or other applicable government regulations defining or describing such materials;
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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
iv. Pesticides as defined by Section 136(u) of FIFRA (7 U.S.C. Section 136) as may be present in soil or groundwater;
v. "Hazardous wastes" as defined in Section 25 11 7 of the California Health and Safety Code, or as a chemical that is known to the State of California "to cause cancer or reproductive toxicity" under the Safe Drinking Water and Toxic Enforcement Action of 1986, California Health and Safety Code Sections 25249.5, et seq.; and vi. Hazardous materials, substances or waste, or toxic materials, substances or waste as those terms or similar terms are defined by any other federal, state, or local law or regulation or orders.
b. Tenant Indemnity. Tenant shall indemnify, protect, hold harmless, and defend the Landlord, its elected officials, officers, employees, agents, and volunteers from and against any and all liability, directly or indirectly arising from the use, generation, storage, or disposal of Hazardous Materials by Tenant, and (b) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, to the full extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of Hazardous Materials by Tenant, its officers, employees, agents and/or invitees on or with respect to the Premises after the Term Commencement Date. c. Landlord Indemnity. Landlord shall indemnify, protect, hold harmless, and defend the Tenant and its officers, directors, members and employees from and against any and all liability (including reasonable attorneys' fees), directly or indirectly arising from the use, generation, storage, or disposal of Hazardous Materials to the full extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of Hazardous Materials on or with respect to the Premises prior to the Term Commencement Date or from the actions ofthe Landlord or the Landlord's elected officials, officers, employees, agents, and volunteers that result in Hazardous Materials being brought to the Premises after the Term Commencement Date.
d. Tenant Release. Other than indemnity claims under subsection (c) above, Tenant releases the Landlord from any and all claims Tenant may have against the Landlord of whatever kind or nature resulting from or in any way connected with the environmental condition of the Premises, including any and all claims Tenant may have against the Landlord under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), or any other federal, state, or local law, whether statutory or common law, ordinance, or regulation pertaining to the release of Hazardous Materials into the environment from or at the Premises. Tenant expressly waives the benefits of Civil Code Section 1542, which provides as follows:

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
A general release does not extend to claims which the creditor does not know or expect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. e. Survival of Obligations. Tenant's and Landlord's obligations under this section shall survive termination or expiration of this Agreement. 3 1. Miscellaneous.
a. Governing; Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California.
b. Time is of the Essence. Time is of the essence herein. c. Additional Rent. Any monetary obligations of Tenant to Landlord under the terms of this Agreement shall be deemed to be rent.
d. Quiet Eniovment. Upon Tenant's paying the Percentage Rent and other sums provided hereunder, and observing and performing all of the covenants, conditions, and provisions on Tenant's part to be observed and performed hereunder, Tenant shall enjoy the quiet possession of the Premises for the entire Term hereof, subject to all of the provisions of this Agreement. e. Waivers. The waiver by Landlord or Tenant of any breach by the other party of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant, or condition herein contained. The subsequent acceptance of all or part of the rent due hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant, or condition ofthis Agreement, other than the failure to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent.

Acceptance by Landlord of a part payment of the rent or any other sum due shall not be construed as a waiver by Landlord of any rights to collect the balance of the rent due unless Landlord has executed a specific written waiver of the specific amount due on an instrument separate from the check by which the payment is tendered.
f. Brokers. Each party warrants to and for the benefit of the other that it has had no dealings with any real estate broker or other agent (attorneys excepted) in connection with the negotiation or making ofthis Agreement. Landlord shall indemnify Tenant for breaches by Landlord of this warranty, and Tenant shall indemnify Landlord for any breaches by Tenant of this warranty. g. Headings. The captions of the various sections of this Agreement are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, contents, or intent of this Agreement or of any part or parts of this Agreement.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) h. Inspection of Books and Records. Landlord shall have the right at all reasonable times to inspect the books and records of Tenant relevant to the purposes of this Agreement as provided in Section 4(d)(ii).

1. Merger. The voluntary or other surrender of this Agreement by Tenant, or a mutual cancellation thereof, or a termination by Landlord, shall not work a merger, but instead, at the option of Landlord, shall either terminate all or any existing subtenancies, or at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies. j- Gender; Number. The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter, and the feminine includes the masculine and neuter, and each includes corporations, partnerships and other legal entities whenever the context so requires., The singular number includes the plural whenever the context so requires. k. No Joint Venture. Nothing contained herein shall be construed to render the Landlord in any way or for any purpose a partner, joint venturer, or associated in any relationship with Tenant other than that of Landlord and Tenant, nor shall this Agreement be construed to authorize either party to act as agent for the other, or to make Landlord in any way responsible for the liabilities, debts or losses of Tenant.

1. Exhibits. All exhibits to which reference is made in this Agreement are hereby incorporated by reference in full. Any reference to "this Agreement" includes matters incorporated by reference.
m. Entire Agreement; Modification. This Agreement contains the entire agreement between the parties. No verbal agreement or implied covenant shall be held to vary the provisions hereof, any statements, law or custom to the contrary notwithstanding. No promise, representation, warranty, or covenant not included in this Agreement has been or is relied on by either party. Each party has relied on its own inspection of the Premises and examination of this Agreement, the counsel of its own advisors, and the warranties, representations, and covenants in this Agreement itself. The failure or refusal of either party to inspect the Premises, to read this Agreement or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. No provision of this Agreement may be amended or varied except by an agreement in writing signed by the parties hereto and the lender under a permitted first leasehold encumbrance or their respective permitted successors. n. Joint and Several Obligations. If more than one person or entity is Tenant herein, the obligations imposed on such parties shall be joint and several.

0. Severabilitv. The invalidity or illegality of any provision shall not affect the remainder of this Agreement and all remaining provisions shall, notwithstanding any such invalidity or illegality, continue in full force and effect.
p. Consents of Landlord. Neither Landlord's execution of this Agreement nor any consent or approval given by Landlord hereunder in its capacity as Landlord shall waive, Packet Pg. 48
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
abridge, impair or otherwise affect Landlord's powers and duties as a governmental body. Any requirements under this Agreement that Tenant obtain consents or approvals of Landlord are in addition to and not in lieu of any requirements of law that Tenant obtain approvals, licenses, or permits.
q. Recordation of Memorandum oflease. This Agreement shall not be recorded without Landlord's consent. A Memorandum of this Agreement shall be recorded in the Official Records of Shasta County, California, within thirty (30) days after the execution of this Agreement. r. Execution in Counterparts. This Agreement, or the Memorandum of this Agreement, or both, may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. s. Date of Ayreement. The date of this Agreement shall be the date it is signed by the Landlord.

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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
IN WITNESS WHEREOF, the undersigned have executed this Agreement as ofthe date first written above.

LANDLORD:

CITY OF REDDING
Dated: B
ATTEST: APPROVED AS TO FORM:

By: 1 -c
- David E. Tranberg, ~wity Atto&
I -c By: - David E. Tranberg, ~wity Atto&
TENANT:

BIG LEAGUE DREAMS REDDING, LLC
By:
scot? Parks LeTellier
Chief Executive Officer
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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
STATE OF CALIFORNIA 1
1 SS
COUNTY OF Los Angeles )
On May 1 ,2001, before me, Carmelita E. Collins , aNotary Public in and for said State, personally appeared Scott Parks LeTellier Y- (or proved to me on the basis of satisfactory evidence) to be the person@ whose name@)-is&e subscribed to the within instrument and acknowledged to me that he&dtI$y executed the same in his- authorized capacity@$), and that by his- signature0 on the instrument, the person& or the entity upon behalf of which the person@ acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public

STATE OF CALIFORNIA )
1 SS

COUNTY OF )
On ,200 1, before me, , a Notary Public in and for
said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose narne(s) islare subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hisherltheir authorized capacity(ies), and that by hisherltheir signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public
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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) EXHIBIT 1

PLOT PLAN OF LAND
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Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Bia Leaaue Dreams Reddina S~orts Park Lease
EXHIBIT 2

PROJECT DESCRIPTION
The Big League Dreams Redding Sports Park will be a world-class facility featuring unique Big League Dreams state-of-the-art themes and design features, and will be a destination park, attracting tournament teams (youth and adult) from all over the country. First and foremost, however, it will provide local families with a spectacular family entertainment value. The City of Redding will be adding significant tourism while enhancing its reputation as a stable, family-friendly city.

The Redding Big League Dreams facility would contain the following elements, all constructed to a first class standard with high quality building materials:

1. Three youth baseballladult softball major league stadium replicas.

2. Two additional youth baseballladult softball minor league (i.e. non-replica) fields, one of which may be designed to accommodate adult regulation baseball as well.

3. A nine-station batting cage combined with an instructional academy area.

4. One or more covered 20,000 square foot multi-sport pavilion(s), designed to accommodate inline hockey, basketball, indoor soccer, indoor volleyball, and corporate and special events.

5. Four sandheach volleyball courts.

6. Two playgrounds and picnic area.

7. The Stadium Club--a food and beverage (both alcoholic and non-alcoholic) family-style sports restaurant, designed and operated to attract and accommodate league, tournament, and corporate users.

8. An additional concession/patio facility to the minor league fields.

9. Parking for 400 automobiles.

Packet Pg. 53
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
EXHIBIT 3

SPORTS PARK PROJECT BUDGET
Property Acquisition
Professional Services, including EIR, Design, Permits,
Inspections and BLD Contracts
Site Infrastructure
Construction Grading and Drainage
Project Allowances:

Lighting $275,000
Pavilion $340,000
FF&E $250,000
Contingency - 10%
TOTAL
$784,000
$1,65 1,000
$800,000
$6,180,000
$865,000
$720,000
$1 1,000,000
Packet Pg. 54
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams h,Jding Sports Park Lease
EXHIBIT 4

MITIGATION MEASURES
Impact
Impact 4.3.2 The project
would introduce new sources
of light and glare in the
vicinity of the project site.

Impact 4.8.2 Contaminants
from the project site may
enter surface and ground
waters.

Impact 4.9.1 The project
would generate noise
associated with sports
activities
Mitigation Measure
MM 4.3.2b All events at the Sports Complex shall be scheduled so that all activity is completed before or as near to 10:30 p.m. as practicable, but under no circumstances shall any illumination of the playing fields be permitted after 11:OO p.m., except to conclude a scheduled event that was in progress before 1 1:00 p.m. and circumstances prevented conclusion of the event before 11:OO p.m.

Tirning/Implementation: Upon commencement ofproject operations.

MM 4.3.2~ Lighting of parking lots at the Sports Complex shall consist of low-pressure sodium lamps. Lighting poles used in parking lots shall be no taller than 25 feet in height. Parking lots shall remain lighted no later than 30 minutes after the conclusion of a scheduled event, but should cease as close to 1 1 :00 p.m. as practicable.

Timing/Implementation: Upon commencement ofproject operations.

MM 4.8.2a Fertilizer used shall be of the slow release form, or the proper chemical release for the soil textural class and infiltration rate, or a more soluble type applied as a solution. Fertilization rates shall be applied so that nutrients will not leach below the root zone.

Timing/Implementation: Upon installation and maintenance of sports fields.

MM 4.8.2b Herbicides may only be applied with selective equipment such as recirculating spray systems, shielded applicators or wiper applicators. Application rates shall not exceed specific rates of application and instructions for control of the specific problem weed as recommended by the manufacturer.

Timing/Implementation: Upon installation and maintenance of sports fields.

MM 4.8.2~ Irrigation rates shall not exceed 90 percent of the infiltration rate for each soil type and turf management combination. Irrigation shall be timed to correspond with fertilizer and herbicide application as recommended by the chemical manufacturers.

Timing/Implementation: Upon installation and maintenance of sports$elds.

MM4.9.lb Nighttime soccer games and practices (those occurring after 10:OO p.m.) should be conducted on the fields which are farthest from the nearest residential property lines. The center of the soccer field used during nighttime hours would need to be setback approximately 300 feet from the nearest residences.
[This setback assumes that the playing field would also be shielded from view of those residences by the intervening 6-foot tall berm described in MM4.9.lal Timing/lmplementation: Upon commencement ofproject operations.

Packet Pg. 55
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
Impact 4.9.4 Public address
systems installed at the
sports fields could generate
noise that disturbs nearby
residents.

MM 4.9.4a Regardless of when events are terminated at the soccer, baseball, and softball fields, the PA system shall be designed so as to produce the minimum possible noise levels at the nearest existing residential areas. If sporting events are to be concluded prior to 10:OO p.m., the PA system installed at the stadium shall be designed and tested so as not to exceed an average noise level of 50 dB Leq at the nearest residential property lines. If such events are to be concluded after 10:OO p.m., the PA systems shall be designed and tested so as not to exceed average noise levels of 40 dB at the nearest residential property lines. These levels include a 5 dB penalty for annoyance associated with speech. In recognition of Regional and Tournament play, the 50 dB Leq may be used past 10:OO p.m. for one three-day event each year.

Timing/Implementation: Upon commencement ofproject operations.

Packet Pg. 56
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) EXHIBIT 5
FURNISHINGS. FIXTURES AND EQUIPMENT
Some of the Kitchen/Concession FF&E will be provided as per the Plans and Specifications and shall include smallwares, storage shelving, safes, and point-of-sale systems.

A. Restaurant - Building A
B. Office
# Ea.
5 12
26 110
1 3
1 1
# Ea.
15 12
27 1
3 6
1 Description
Booths
Booth Stools
Swivel Bar Stools
Arm Chairs
ATM Machine
60" Television Sets
Wall Clock
Baby Changing Counter
Window LouversIShades
Description
30" x 49" Tables
30" x 30" Tables
Table Base
Credit Card Machine
Menu BoardJSigns
36" Television Sets
Music and P.A. Systems
Decorative Flags
ArtlGraphics
# Ea.
2 15
2 # Ea.
1 2
1 1
1 Description
Copy Machines
Computers
Fax Machines
Desks, Chairs as needed
Filing Cabinets as needed
Storage Cabinets
Description
Credit Card Machine
Printers
Safe
Conference Table, chairs
P.A./Music System
Waste Baskets
Packet Pg. 57
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) C. CorporateISpecial Event
D. Batting; Cage
# Ea.
500
3 1
3 E. Retail
Description
Chairs
Portable Bars
20' x 20' Party Tent
Portable Food Warmers
# -
Ea.
1 1
15 F. Maintenance
# Ea.
5 0
3 0
2 3
Description
Complete Master Pitch
Equipment Package
Change Machine
Helmets
# Ea.
1 15
120
# Ea.
1 1
Description
Tables
Baseball Gloves
10' x 10' Party Tents
Portable Barbecues
Descri~tion
Repair Kit/Parts
Bats
Dozen Balls
Description
Point-of-Sale System
Counter/Fixtures
Storage Racks
# Ea.
1 1
1 1
1 # Ea.
1 # Ea.
1 1
1 1
1 Description
Gang Mower
Toro #3 100 Vehicle
John Deere Groomer
Sweeper
Aerator
Description
ComputerPrinter
Display Shelves
Description
Triplex Mower
Verti-Drain
Front-Load Tractor
Sodcutter
Topdresser
Packet Pg. 58
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Golf CartsRJtility Beds
Toro 22" Mower
Backpack Blowers
Rotary Spreader
Wheelbarrows
Chemical Sprayer
Weedeaters
Leaf Rakes
Pointed Shovels
6" Trenching Shovels
50' Hoses
Weed Hoes
Tree Pruner
Power Chain Saw
Hand Pump
Easy-outs, assorted
PSI Guage
-

2.5 Gallon Gas Cans
Meld Drags
Batters Box Frames
400' String Reels
114 " Portable Drill
4 %I1 Grinder
Impact Wrench Set
Pliers/Tools, assorted
Electric Pump
Trash Receptacles, asst.
4 1
2 1
2 1
3 4
4 2
4 2
1 1
1 1
4 2
2 2
1 1
1 1
1 1
2 1
1 2
1 4
4 2
4 2
1 2
1 2
5 2
2 2
1 1
1 1
4 2
Fertilizer Spreader
Floor Scrubber
McClane Edgers
Drop Spreader
Pressure Washer
Roto Tiller
Landscape Rakes
Square-Nosed Shovels
Large Shovels
24" Push Brooms
Regular Brooms
Pole Pruner
Tree Hand Saws
Pitch Fork
Wrenches, assorted
Pipe Saws
Quick Coupler Keys
Nail Drags
Chalkers
100' Tapes
%I1 Electric Hammer
Tool Box
7" Power Saw
Electric Multi-Tester
Extension Cords
Vacuum Cleaners
Packet Pg. 59
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) G. Sports
6 1
H. Miscellaneous
Hand-Held Radios
Spray Rig
# Ea.
6 4
7 23
90 1
2 4
1 1
Description
Soccer Goals, as per plans
Basketballs
Volleyball NetsPoles
2500' Sportfence
Pitching Rubbers
single Bases
Base Mounts
Portable P.A. System
Electric Basketball Scoreboards
Bulletin Boards
Backstop Netting, as per plans
Video Camera
# Ea.
1 8
1 Storage Shelves, asst.

Welding Equipment
# Ea.
2 4
7 7
9 14
6 10
6 1
Description
Playground Equipment, as per
plans
Picnic Tables
Parking Netting, as per plans
Fan Shade Nets, as per plans
Security System
Ash Trays/Urns
Telephone and Voicemail Systems
Description
Hockey Goals
Basketball BackboardsIGoals
Home Plates
Portable Mounds
Double Bases
BatRacks
Electric Baseball Scoreboards
Scoreboard Controllers
Player Benches, as per plans
Portable Bleachers, as per plans
VCR Player
# Ea.
1 1
2 Description
Safety Netting, as per plans
Drinking Fountains, as per plans
Entry Turnstile
Bike Rack
Mist System, as per plans
Instruction School Equipment
Packet Pg. 60
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) EXHIBIT 6

BIG LEAGUE DREAMS REDDING

MARKETING PLAN

INTRODUCTION
BIG LEAGUE DREAMS OF REDDING will launch an aggressive marketing campaign ninety (90) days prior to the projected opening of the facility in Summer 2002. This aggressive marketing campaign will intensify as the park's opening approaches. Marketing Plan progress reports will be submitted to the City on a quarterly basis during calendar year 2002 beginning January 1,2002. Six areas that require special attention in terms of marketing are the grand openingldedication, team sports, food and beverage, company picnics, speciaI events and tournaments. This plan discusses the goals for the various areas and a plan of action to reach those goals. The plan also discusses the marketing tools required to execute the marketing campaign.

GOALS
A. Facility

1. Become the local center for adult and youth team sports, recreation and active recreation through:
a. Public awareness
b. Customer satisfaction through well-managed programs
c. Establishing and maintaining relationships with the
(1) Business community
(2) Local media
(3) City of Redding
B. League S~orts

1. 100 softball teams by the third quarter of 2003

2. 20 volleyball teams by the third quarter of 2003

3. 20 basketball teams

4. 25 indoor soccer teams

5. 1 2 inline hockey teams
C. Tournaments

1. 10 tournaments in 2002, and 27 tournaments in 2003
Packet Pg. 61
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease

2. Showcase BIG LEAGUE DREAMS OF REDDnVG for regional and national exposure
D. Food and Beverage

1. High quality at reasonable prices

2. Achieve $4 per person spending on food and beverages E. Company Picnics and Special Events

1. 750 participants in company picnics in 2003

2. Three special events in 2002, and six special events in 2003 F. Billboards, Scoreboards and Commissions

1. Promote and sell advertising space on billboards, scoreboards and banners

2. Sell advertising space on admission tickets

3. Establish relationship with local hotels for out-of-town tournament players G. Communications

1. Gain public awareness and familiarity

2. Keep community informed of BIG LEAGUE DREAMS OF REDDING activities

ACTION PLAN
Grand Opening: Dedication
The grand openingldedication is projected to be held in Summer 2002. BIG LEAGUE DREAMS OF REDDING will work closely with the City of Redding in the planning of the grand opening1 dedication. Invitations will be sent to Redding City officials, local media, community leaders, contractors, and future customers. The grand openingldedication is an excellent opportunity to increase public awareness.

A. How and where it will be promoted:

1. Press releases
a. Print, local newspapers
b. Broadcast media
(1) Local radio stations
(2) Local television stations

2. Signs
a. Displayed at local businesses
b. Posted throughout the local area

3. Direct Mail
a. Invitations to existing Redding teams
b. Invitations to various Redding City officials and community leaders Packet Pg. 62
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease

4. Advertising Specialties
a. Promotional items printed with BIG LEAGUE DREAMS OF REDDING logo

5. Complimentary BBQ

6. Novelty ActsRinishing Touches
a. Clowns for the children
b. Colorful streamers, balloons
c. Create a festive atmosphere
d. Sports personalities
League Sports
League sports form the foundation for BIG LEAGUE DREAMS OF REDDING. Adult and youth softball, youth baseball, volleyball, indoor soccer, inline hockey, flag football and basketball are the sports that are offered. Generating interest in BIG LEAGUE DREAMS OF REDDING and its leagues will be accomplished by making sales calls to companies in the area.

Smooth running, competitive, yet fun leagues will encourage participation. Marketing to expand league participation is the best way to create success and profitability for BIG LEAGUE DREAMS OF REDDING. Each of the existing Redding teams will be contacted well in advance of each ten-week season.

A. How and where they will be promoted:

1. Sales calls to
a. Companies within a 25-minute drive
b. Existing leagues at other locations
c. Local churches
d. Community organizations
e. Residential and apartment complexes

2. Advertising/Promotion
a. Local area newspapers
b. Direct mail to existing Redding league presidents
c. Flyers and brochures
d. Trade show displays
e. Redding Big League Dreams Newsletter
f. Promotional materials at local businesses

3. Word-of-Mouth
a. Primary source of add.itiona1 customers

4. Redding Big League Dreams Newsletter (periodically)
Packet Pg. 63
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
B. Marketing to be accomplished:

1. 3-4 weeks prior to an upcoming season

2. In the morning at companies

3. In the morning at churches

4. At community organizations as required

5. In the evenings to leagues at other facilities

6. By the marketing director and program staff
Food and Beverage
Food and beverage is a vital part of the BIG LEAGUE DREAMS OF REDDING operation. It will be important that menu items are of high quality, convenient and reasonably priced. Pricing, presentation, and merchandising are all keys to successfully marketing food and beverage.

A. How and where they will be promoted:

1. Word of mouth

2. Signs

3. Value packaging

4. Section in each newsletter

5. Kid's meal

6. "Specials" menu

7. Coupons

8. Menu Board

9. Entrance FeeIToken Plan
B. Marketing to be accomplished:

1. Throughout the year

2. By the concession manager, marketing director and general manager

3. Concession employees will be trained to be marketing-minded Tournaments
Tournaments are planned for weekends throughout the year. They are a great opportunity to showcase BIG LEAGUE DREAMS OF REDDING. A goal of 10 tournaments has been set for Redding in 2002, and 27 in 2003. Area, regional and national tournaments will be pursued. The programming director has the primary responsibility for scheduling tournaments. The marketing director will assist in establishing the tournament schedule in addition to other marketing related functions.

A. Sources:

1. Local, state and national sports organizations

2. Independent tournament promoters

3. Advertising in sports industry journals
Packet Pg. 64
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease

4. Corporate tournaments
B. When and by whom the marketing will be done:

1. Throughout the year

2. Emphasis 2 to 3 weeks prior to the tournament

3. General Manager and Sports Director
Cornpanv PicnicsICor~orate Outinys
BIG LEAGUE DREAMS OF REDDING is available for company picnics and corporate outings during times other than scheduled league play. It is a great way to expose BIG LEAGUE DREAMS OF REDDING to potential customers who may not otherwise be familiar with BIG LEAGUE DREAMS OF REDDING. Some of the activities offered for corporate outings are softball, volleyball, basketball, batting cages, dunk tank, jumping castle, clowns, carnival games, and much more.

A. How and where they will be promoted:

1. Sales calls
a. Medium to large companies
b. Local associations
c. Meeting planners
d. Marketing and sales directors (of larger hotels/motels) e. Industry associations (SDIRC)
f. Redding Convention and Visitors Bureau

2. AdvertisingPromotion
a. Brochure
b. Video
c. Direct mail, follow up
d. Trade show displays

3. Referrals and word of mouth
B. When and by whom the marketing will be done:

1. Weekly

2. Park Sales Director

3. General Manager
Special Events
Packet Pg. 65
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Special events generally take place on weekends throughout the year. They are an opportunity for increased community involvement. These events can be Fourth of July parties, Easter sunrise services, concerts, carnivals, corporate challenges, and City of Redding sponsored events. Staff capabilities and the facility attractions will make this a venue in demand by event promoters.

Billboards, Scoreboards and Commissions
Billboards will be available for rental on all of the softball fields. There will be sponsorship space available in all element locations. Space will be available for sponsors in the center of each of the three outfield scoreboards. Three locations will be available to the City of Redding for public-service messages. When on sales calls, the Park Sales director will explore a company's interest in advertising at BIG LEAGUE DREAMS OF REDDING. Commissions come from agreements worked out with local hotels. A commission for BIG LEAGUE DREAMS OF REDDING and a guaranteed room rate for tournament players will be set on an annual basis with host hotels.

Communications
Communications are important, especially in our first year of operation. BIG LEAGUE DREAMS OF REDDING will communicate with the public in numerous ways. A newsletter will be sent to players periodically keeping them informed of the latest BIG LEAGUE DREAMS OF REDDING programs. Flyers covering all the important information (dates, fees, deadlines, park policies, etc.) will be posted and sent out initially to each player and thereafter to each manager. Timely press releases will keep players up-to-date on leagues, free-agent tryouts, umpire clinics, etc. Newspaper articles and stories will cover many of our events. Cable television will be explored as a possible means of communication.

CONCLUSION
The first-year marketing campaign for BIG LEAGUE DREAMS OF REDDIIVG will require a concerted effort to reach the goals discussed in the marketing plan. It is important that the right marketing tools be chosen. Printed promotional materials reflecting the high standards of BIG LEAGUE DREAMS OF REDDING will be a valuable tool for the marketing campaign, as will a professionally produced video presentation.

The importance of the sales call can't be overstated. It is the single most important function of the marketing director. The direct mail program is also important. To implement Packet Pg. 66
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) communication, an accurate and up-to-date database will be maintained. A contact manager will provide tracking of prospects. Use of media advertising requires careful analysis to ensure that the marketing budget is effective.

Packet Pg. 67
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) Big League Dreams Redding Sports Park Lease
EXHIBIT 7

DEPICTION OF TERRITORIAL RESTRICTIONS
Packet Pg. 68
Attachment: C-0458_BLD Lease (3.1--Terminate Contract with Big League Dreams Redding, LLC) AMENDMENT NO. 1
TO
SPORTS PARK LEASE C-0458
THIS AMENDMENT NO. 1 is made at Redding, California, by and between the CITY OF REDDING, a Municipal Corporation (Landlord), and BIG LEAGUE DREAMS California Limited Liability Company (Tenant).

RECITALS
A. On May 24,200 1, Landlord and Tenant entered into a Sports Park Lease ("Lease") for the Project generally described as the Sports Park.

B. Landlord and Tenant now desire to modify the term of the Lease pursuant to the terms and conditions of this Amendment No. 1.

AGREEMENT

1. AMENDMENT OF PARAGRAPH 9a OF THE LEASE. Paragraph 9a, Landlord's Construction Obligations, is hereby replaced in its entirety by the following:

9. Landlord's Development of the Sports Park.
a. Landlord's Construction Obligations. The Sports Park Improvements shall be constructed by Landlord, as set forth in the Project Description and the Plans and Specifications, promptly and with due diligence. The quality of construction and the quality of materials used in the construction of the Sports Park Improvements shall be of a first-class quality and in accordance with the Project Description and the Plans and Specifications. Landlord shall prosecute Landlord's construction obligations hereunder to completion without undue interruption or delay and in a good, workmanlike manner. Landlord warrants that it will endeavor to cause the Sports Park Improvements to be completed and possession of the Premises delivered to Tenant on or before August 1, 2002. In the event the - Sports Park Improvements are not completed and possession of the Premises is not delivered to Tenant on or before August 1,2002, Tenant shall have no obligation to pay any rent or other payments or perform any other obligations under this Agreement until the Term Commencement Date. Landlord shall have no liability to Tenant for failure to complete the Sports Park Improvements and deliver possession of the Premises on or before the date hereinbefore described. Tenant shall, however, *.-"-"-- have the option to terminate this Agreement, without further obligation or liability C
Amendment No. 1 to Sports Park Lease Page I G
0 Packet Pg. 69
Attachment: C-0458_BLD Lease_Amend 1 (3.1--Terminate Contract with Big League Dreams Redding, LLC) hereunder, in the event Landlord is unable to complete the Sports Park Improvements and deliver possession of the Premises to Tenant on or before October 1,2003.

2. EFFECTIVENESS OF CONTRACT PROVISIONS. This Amendment No. 1 is specifically made a part of and included in the Sports Park Lease dated May 24,2001. Except as specifically set forth in this Amendment No. 1, all terms and conditions of the Lease shall remain unchanged and in full force and effect.

3. EFFECTIVE DATE. The effective date of this Amendment No. 1 shall be the date it is signed by the Landlord.

IN WITNESS WHEREOF, the Landlord and Tenant have executed this Amendment No. 1 on the days and year set forth below.

CITY OF REDDING
Dated: f%w ,2002
Dated: 14 .ZOO2
By:

PAT KIGHT;%~~O~
Form Approved:
@3Dl6 #
BIG LEAGUE DREAMSSSk, LLC
By: -
~@OTT PARKS LeTELLIER
Chief Executive Officer
Taxpayer ID No. 45' m? 3% 3
Z:UR Agreer~te~~lsIBLD Lease A~~~er~d~~renr I fi~lal. wpd Amendment No. 1 to Sports Park Lease
Packet Pg. 70
Attachment: C-0458_BLD Lease_Amend 1 (3.1--Terminate Contract with Big League Dreams Redding, LLC) AMENDMENT NO. 1
TO

PLANNING, DESIGN AND CONSTRUCTION
CONSULTING SERVICES AGREEMENT C-0458
THIS AMENDMENT NO. 1 is made at Redding, California, by and between the CITY OF REDDING, a Municipal Corporation (City), and BIG LEAGUE DREAMS USA, LLC, a California Limited Liability Company (BLD).

RECITALS
A. On May 24, 2001, City and BLD entered into a Planning, Design and Construction Consulting Services Agreement (Agreement) for the Project generally described as the planning, design and construction of a multi-purpose recreational sports park.

B. City and BLD wish to amend the Agreement pursuant to the terms and conditions of this Amendment No. 1.

AGREEMENT

1. AMENDMENT OF PARAGRAPH 4 OF THE AGREEMENT. Paragraph 4 is hereby replaced in its entirety by the following:

4. Compensation For the consulting services described herein, the City shall pay to BLD a fixed fee in the amount of three hundred eighty thousand dollars ($380,000). Such amount shall be payable in fourteen (14) payments in the amount of $25,333 each and a final payment of $25,338 during the Term, payable in advance on the first day of each month commencing with the first month after the effective date of this Agreement, subject to the remaining provisions of this paragraph (the "Fees"). Provided this Agreement has not sooner been terminated as provided in Section 3, the total of all Fees to be paid to BLD shall be $380,000. The City shall make the first seven monthly payments (up to $190,000) beginning the month after this Agreement is executed. The last seven payments shall be made beginning in July 2002 and continuing until full payment is made (an additional $190,000 for a total of $380,000). Between payment intervals and after all payments are made, BLD shall be obligated to continue to provide consulting services through the completion of construction without additional compensation. In the event this Agreement is terminated as a result of a Legal Challenge or otherwise as provided in Section 3 prior to completion of the Sports Park Improvements, BLD shall be entitled to receive all Fees due through the effective date of terminatior,. If the effective date of termination is not the first day of a given month, the monthly fee shall be adjusted on a pro rata basis.

Amendment No. 1 to Planning, Design and
Construction Consulting Services Agreement
0

4 t Packet Pg. 71
Attachment: C-0458_BLD Lease_Amend 1 (3.1--Terminate Contract with Big League Dreams Redding, LLC)

2. EFFECTIVENESS OF CONTRACT PROVISIONS. This Amendment No. 1 to the Planning, Design and Construction Consulting Services Agreement dated May 24, 2001, is specifically made a part of and included in the Agreement. Except as specifically set forth in this Amendment No. I, all terms and conditions of the Agreement shall remain unchanged and in full force and effect.

3. EFFECTIVE DATE. The effective date of this Amendment No. 1 shall be the date it is signed by the City.

IN WITNESS WHEREOF, City and BLD have executed this Amendment No. 1 on the days and year set forth below.

CITY OF REDDING
Dated: k-27 ,2002
Dated: #&"sf 14 ,2002
City ~an$er
Form Approved:
-
David E. Tranberg, Acting City @ey

BIG LEAGUE DREAMS USA, LLC
By:

Chief Executive Officer
Taxpayer ID No. 33 - 0853868
Z:WR AgreementdBLD Consulting X Amendment I final.wpd
Amendment No. 1 to Planning, Design and
Construction Consulting Services Agreement

Packet Pg. 72
Attachment: C-0458_BLD Lease_Amend 1 (3.1--Terminate Contract with Big League Dreams Redding, LLC) AMENDMENT NO. 2
TO
SPORTS PARK LEASE C-0458
THIS AMENDMENT NO. 2 is made at Redding, California, by and between the CITY OF REDDING, a California Municipal Corporation (Landlord), and BIG LEAGUE DREAMS REDDING, LLC, a California Limited Liability Company (Tenant).

RECITALS
A. On May 24, 2001, Landlord and Tenant entered into a Sports Park Lease ("Lease") for the Project generally described as the Big League Dreams Redding Sports Park (the "Sports Park").

B. On about August 28, 2002, Landlord and Tenant entered into Amendment No. 1 to extend the date of the opening of the Sports Park.

C. Landlord and Tenant now desire to further modify the Lease pursuant to the terms and conditions of this Amendment No. 2.

AMENDMENT AND AGREEMENT

1. AMENDMENT OF SECTION 9(a)OF THE LEASE. Section 9(a), Landlord's Construction Obligations, is hereby replaced in its entirety by the following:
a. Landlord's Construction Obligations. The Sports Park Improvements shall be constructed by Landlord, as set forth in the Project Description and the Plans and Specifications, promptly and with due diligence. The quality of construction and the quality of materials used in the construction of the Sports Park Improvements shall be of a first-class quality and in accordance with the Project Description and the Plans and Specifications. Landlord shall prosecute Landlord's construction obligations hereunder to completion without undue interruption or delay and in a good, workmanlike manner. Landlord warrants that it will endeavor to cause the Sports Park Improvements to be completed and possession of the Premises delivered to Tenant on or before July 15, 2004. In the event the Sports Park Improvements are not completed and possession of the Premises is not delivered to Tenant on or before July 15, 2004, Tenant shall have no obligation to pay any rent or other payments or perform any other obligations under this Agreement until the Term Commencement Date. Landlord shall have no liability to Tenant for failure to complete the Sports Park Improvements and deliver possession of the Premises on or before the date hereinbefore described.

Amendment No. 2 - Sports Park Lease Page 1 of 10 r :

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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC)

2. ADD SECTION 32 pertaining to Synthetic Turf, as follows:

Svnthetic Turf
a. Brand
At Tenant's request, the Landlord has issued a change order to change the softball fields from grass outfield and dirt infield and warning tracks to synthetic turf.

The manufacturer and product mutually selected by Tenant and Landlord is FieldTurf, Series 2 (the "Synthetic Turf').
b. Purpose
The reason for this change is to extend the time when fields may be used, to provide a more consistent and uniform playing surface, to open the park sooner, to reduce maintenance costs, and to allow other sports to occur on the fields during the winter.
c. Scope of Change
This change does the following - eliminates most of the underground drainage systems, irrigation systems, stolons and root zone mix, and substitutes therefore base rock, Synthetic Turf, larger side drains, and three sprinklers for each infield area.
d. Warranty
The manufacturer's warranty for the Synthetic Turf is to be for eight years. e. Replacement
Tenant hereby agrees to replace or repair damage to the Synthetic Turf at the end of its useful life or if damaged.
f. Payment for the Turf
The estimated cost of the change order is $1,106,000, including contingency. The Landlord shall pay the entire cost of the change order for the Synthetic Turf. The Landlord has agreed to allocate $240,000 of the cost from the Project construction contingency. Tenant is to fund the balance of the cost of $866,000 with payments to Landlord occurring at the rate of $86,600 per year for ten years, payable as provided in Section 32(g) below.

Amendment No. 2 - Sports Park Lease Page 2 of 10
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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) g. Supplemental Lease Payments
Tenant shall make forty (40) supplemental lease payments, with each such payment to be made forty-five (45) days after the end of the applicable calendar quarter of each of the first ten (10) Lease Years (as defined in the Lease) commencing with respect to the first calendar quarter of the first full Lease Year.

Subject only to potential increase as provided in Section 32(h) below, the supplemental quarterly lease payment will be $21,650 ($86,600 ! 4). The supplemental payments are over and above any other lease payment. h. Actual Cost Higher Than Estimate
In the event the actual cost to convert to Synthetic Turf fields is higher than the estimate, Tenant and Landlord shall split the increase equally up to a maximum increase of $200,000, or $100,000 each. If the final cost is higher than the estimate in Section 32(f) above, the quarterly payment shall be adjusted accordingly up to a maximum of $2,500 per quarter to be added to the amount in Section 32(g) above. This is a disputed work item with the General Contractor.

3. REPLACE EXHIBIT 1, Lease Area
The Plot of Land, Exhibit 1, is hereby replaced in its entirety with the drawing labeled Exhibit 1, Lease Area, Redding Sports Park, Big League Dreams, attached hereto. The document attached hereto as Exhibit 1 to this amendment is incorporated into the Lease, dated May 24, 2001, and shall appear as Exhibit 1 to that Lease.

4. AMEND EXHIBIT 2, Project Description
The Project Description on Exhibit 2 is amended as follows:
a. Change Item I to read as follows:

1. Three youth basebalvadult softball major league stadium replica fields with precast concrete walls and Synthetic Turf fields that can be used for softball, baseball, soccer, field hockey, kickball, and junior football. b. Change Item 2 to read as follows:

2. Additional youth baseballladult softball minor league (i.e., non-replica) fields with Synthetic Turf. One of the fields shall be designed to accommodate adult regulation baseball. Both fields can be used for the same sports as outlined for the replica fields.

Amendment No. 2 - Sports Park Lease
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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) c. Modify Item 4 to read as follows:

4. A fully enclosed 26,274 square foot multipurpose building (field house) designed to accommodate inline hockey, basketball, indoor soccer, indoor volleyball, and corporate and special events. The building shall contain a concession, restrooms, team rooms, and a geothermal heating and cooling system designed to lower or raise temperature by 15 to 20 degrees on the warmest or coldest days.
d. Change Item 8 to read as follows:

8. The concession space in the multipurpose facility shall have an exterior window to serve the non-replica ball fields.

5. EXHIBIT 3 IS REPLACED in its entirety with the following:

6. REPLACE EXHIBIT 5 - Furnishings, Fixtures, and Equipment

SPORTS PARK PROJECT BUDGET
The list of Furnishings, Fixtures, and Equipment on Exhibit 5 shall be replaced in its entirety with the following updated List of Fixtures, Furnishings, and Equipment. The fixtures, furnishings, and equipment identified shall be provided in the construction contract, purchased by the Landlord or purchased by the Tenant as noted where Tenant wants to maintain uniformity and same materials or standards between its sports parks. "City" indicates purchase by Landlord, and "BLD" indicates items to be purchased by Tenant. Where an asterisk (*) is shown, it means the item(s) is being purchased by the City in the construction contract.

Project Component
PropertyIEasement Acquisition/Wetlands Mitigation
Management Services including BLD contracts
Design Services
Site Studies/Fees/Permits
Site Development and Utility Extensions
Fixtures, Furnishings and EquipmentIGraphics
Subtotal
Off-Site Improvements, Signals, Water, Sewer, and Streets Total
Amendment No. 2 - Sports Park Lease Page 4 of 10
Cost Estimate
$ 1,063,000
986,000
1,039,000
393,000
14,068,000
422,000
$17,97 1,000
1,22 1,000
$19,192,000
Packet Pg. 76
Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) Location - - - .- - - -
A. Restaurant
1 ~00th stools 1 12 1 BLD I
i Item
-kp---------- 1 Booth Tables -----
i Booths
1 Swivel bar stools 1 26 I BLD 1
Quantity
5 5
1 32" television sets 8 1 citv 1
Purchaser
BLD
Citv*
1 Arm chairs 1 110
1 ATM machine 11
1 36" television sets 3 I citv 1
BLD
BLD
1 Wall clock 11 1 BLD 1
1 Baby changing counter 1 1 city* 1
1 30" x 30" tables 1 12 1 BLD 1
Window louvers/shades
,-- 30" x 49" tables
I Table bases 1 27 1 BLD 1
15 1 Floor safe 1 I citv 1
city
BLD
1 Credit card machine
I Art ~ra~hics
1 Copy machine 2 I BLD 1
Eomputers 1 11 / city
1 Fax machine
l6z-kY-d
BLD
BLD
I Chairs 1 13 1 BLD 1
1 Filing cabinets 1 A.N. 1 BLD 1
1 Storage cabinets 1 A.N. 1 BLD 1
Credit card machine
-- -- - - .-
Safe Citv
I Conference Table 1 1 BLD 1
1 Conference Chairs 8 1 BLD 1
1 Waste baskets 1 city 1
1 Recycling baskets 1 city 1
1 Storage racks 1 A.N. 1 BLD 1
Fint of sale system
Retail counter case
I 11 I citv 1 Office Pro XP
I
1 Dis~lay shelves 1 1 BLD 1
1 1
1 Drafting stools 4 1 BLD 1
BLD
BLD
1 Guest chairs 1 11 1 BLD 1
Amendment No. 2 - Sports Park Lease Page 5 of 10
Packet Pg. 77
Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) Location
-- -
C. Batting Cages 1 Master Pitch Package
Ige machine
Item
Floor safe
I Thru wall safe
/ Helmets 1 15 1 BLD 1
Quantity
1 1
1 Balls 1 120 1 BLD 1
Purchaser
City
C itv
pitching machines
D. CorporateISpecial Event Equip. 1 Portable bars 1 2
20' x 20' vartv tent 1
1 Baseball gloves 1 30 1 city 1
1 15
City*
E. Sports Equipment
10' x 1 O'party tent
Portable Barbecues
/ Soccer goals 2 I citv* I
---
F. Maintenance Eaui~ment
2 2
I Basketballs 1
City
Citv
I Volleyball poles I City* 1
I Volleyball nets
Eable soorts fence
I
1 Outfield wall pads (replica
1 walls)
Back stop'pads
I ' I
I2 I Citv* I
4 2.500 ft.
-
I I
6 I BLD 1
City*
BLD
1 city*
1 Home Plates 6 I citv* 1
1 Single Bases 1 18 1 BLD 1
1 Portable mounds 7 I BLD 1
Basketball backboards/goals A
I Bulletin boards
1 Electric basketball scoreboards 1 2 1 city I
Backstop netting
Electric baseball scoreboards
10 City*
10 BLD
4 4
Player benches
Portable bleachers
VCR Player
Fence cao BLD
City* --
C itv
Per plans
5 I Toro #3 100 Vehicle 1 I citv I
City*
BLD
Amendment No. 2 - Sports Park Lease Page 6 of 10
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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) Location Item 1 Quantity I Purchaser 1
I Sweeper 1
I 1 city
1 Floor scrubber - walk behind I 1 1 city 1
Triplex mower
1 Top dresser
! Fertilizer svreader
1 McClane Edger 1 1 city
Pressure washer
Roto Tiller
1 Landsca~e Rakes
1 1
1 1
1 Sauare nosed shovels 4 1 city 1
City
City
City
I Large shovels 2 1 city 1
i Tree hand saws 2 1 city 1
24" push brooms
Regular brooms
Pole ~runer
1 Pitch fork
4 1
2 1
I Quick Couoler Kevs I5 I City 1
city
City
Citv
1 t;;;;dswrenches I I2
1 Nail drags 2 1
City
city
100' tapes
---A-
%" electric hammer
l-~ool box 1 1
I 7" power saw 1 I City I
1 Electric multi-tester 1 1 city
I Golf cart utilitv beds BLD
I Toro 22" mower I1 I
1 Backpack blowers 2 1 city I
Amendment No. 2 - Sports Park Lease
Rotary spreader
Wheelbarrows
Chemical sprayer - pull behind
Weedeaters
Leaf rakes -
Pointed shovels ---
6" trenchinn shovels

1 2
1 3
4 4
2 City
City
City -
City
City
City
C itv
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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) 1 Location 1 Item 1 Quantity Purchaser 1
G. Miscellaneous 1 Tot playground 1 City* 1
City
City
City
50' hoses 4
weed hoes
Tree pruner --
I Security system 1 I
2 1
Power chain saw
-- --
Hand pump
- Easy-outs, -- assorted
PSI gauge -- -. . -
2-5 gallon gas can --
Batter box frames
%" portable drill
pp--pp
4%" grinder
Impact wrench set
Pliersftools, assorted ----
Electric pump
Trash receptacles, asst.

Hand-held radios
Spray rig
Storage shelves
Fan shade nets
1 Drinking fountain
l-~ntrv turnstile
1 1
1 4
2 1
1 1
1 20 ,
6 1
1 6
1 Ash traysfurns 7
eleohone and voicemail svstem 1 1
1 Bike rack 1 City* 1
City
City
City
City
City -
City
City
City
City
City
City
City
BLD
City
BLD
Welding Equipment
====IF Field Turf Super Groomer
City*
City*
City
Citv
1 Mist system 1 BLD 1
It::

Per dans 1 Citv
1 Ceiling Fans 1 24 ) BLD 1
1 Public Address System 1 1 city 1
L~ake Ivy (Wrigley Field) .&
For those items purchased by Tenant, reimbursement to Tenant for purchases made by Tenant shall be made pursuant to Section 1 l(c) of the Lease.

Amendment No. 2 - Sports Park Lease Page 8 of 10
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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC)

7. GRAPHICS
BLD graphics and replica wall graphics will be provided by Tenant. The City has set aside $120,000 for Tenant to purchase and install graphics. Reimbursement to Tenant shall be made pursuant to Section 1 1 (c) of the Lease.

8. MISCELLANEOUS
a. Effectiveness of Contract Provisions. This Amendment No. 2 is specifically made a part of and included in the Sports Park Lease, dated May 24,2001. Except as specifically set forth in this Amendment No. 2, all terms and conditions of the Lease shall remain unchanged and in full force and effect. b. Effective Date. The effective date of this Amendment No. 2 shall be the date it is signed by the Landlord.

IN WITNESS WHEREOF, the Tenant and Landlord have executed this Amendment No. 2 on the days and year set forth below.

CITY OF REDDING,
A Municipq Corporation
/
Dated: -1 ,2004 By:

Form Approved:

LYNETTE M. FREDIANI, Interim City Attorney
BIG LEAGLTE DREAMS REDDING. LLC
Dated: h*b~zl, 2004 By:
~cott Parks ~e~ellier
Chief Executive Officer
Taxpayer ID No. 45-0473563
Amendment No. 2 - Sports Park Lease Page 9 of 10
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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) Attachments:

Exhibit 1, Lease Area
Amendment No. 2 - Sports Park Lease Page 10 of 10
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Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, LLC) Packet Pg. 83
Attachment: C-0458_BLD Lease_Amend 2 (3.1--Terminate Contract with Big League Dreams Redding, uRedding Electric Utility

INTERNAL COMMUNICATION
DATE March 21 2013
TO Pamela Mize City Clerk
FROM Barry Tippin Electric Utility Director
SUBJECT Amendment to Lease with Big League Dreams
At the City Council meeting of September20 2011 the Council approved an allowance for Big League Dreams BLD to access the stadium lighting electric rate using an 80 20 rule instead of a requirementto make changesto the facilities meter system The Council report calls for an amendment of the lease to achieve the desired result Your office recently requested a copy of the amendment After thorough research I have determined that an amendment was not done however after a review of the situation with the City Attorney s office it has been determined an amendment is not required It appears that staff initially felt the amendment was necessary to allow BLD access to the electric rate and may have found that it wasn t necessary to achieve the Council s direction The staff member who led this effort no longer works for the City so I was unable to confirm this The purpose of this memo is to provide documentation to completethe City Clerk s file c Rick Duvernay City Attorney
Patrick Keener Energy Services ManagerG REU Admin FilesMemos 20 13 BLD Amendment 3 21 13 1J
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Attachment: C-0458_BLD Lease_Amend_3 (3.1--Terminate Contract with Big League Dreams Redding, LLC)

CITY O F

CITY OF REDDING
R
F` 777 Cypress Avenue, Redding, CA 96001
i
PO BOX 496071, Redding, CA 96049 6071
CALIF O R. N - 1_, -Acityofredding. org
PAMELA MIZE. CITY CLERK

SHARLENE TIPTON, ASSISTANT CITY CLERK
530 225 4447
530 225 4463 FAX
March 21, 2023
Big League Dreams USA, LLC
16339 Fairfield Ranch Road
Chino Hills, CA 91709
RE: Letter of Agreement— C- 0458
Dear Sir or Madam,
Enclosedpleasefind theabovereferencedfully executedLetterof Agreementby and betweentheCityof ReddingandBigLeagueDreamsUSA, LLC, relativetotheReddingBig LeagueDreamsParklocatedat 20155Viking Way, Redding, CA.

If you have any questionsregarding this agreement, or if we can be of assistance, please contact the Office of the City Clerk at (530) 225-4439.

Sincerely,
AY
Kristen McGee
Management Analyst
Enclosure
cc: Chanel Kincaid
Kim Niemer
Ellen Grannis
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Attachment: C-0458 Letter of Agreement (3.1--Terminate Contract with Big League Dreams Redding, LLC) Letter of Agreement
Between the City of Redding and
Big League Dreams USA
WHEREAS, the City of Redding ( CITY) and Big League Dreams USA, LLC ( BLD USA) entered into a Sports Park Lease agreement on April 3, 2001; WHEREAS, the lease agreement, attached and incorporated herein, requires payment of monthly lease fees;
WHEREAS, from the months of February 2020 through December 2022, inclusive BLD USA failed to make lease payments to the CITY;
WHEREAS, the physical condition of the park facility is poor; and WHEREAS, the parties desire to formalize the payment schedule for past lease payments and capital improvement projects to be completed at the Redding Big League Dreams Park located at 20155 Viking Way, Redding, CA.

NOW, THEREFORE, for good and sufficient consideration acknowledged by the Parties, the Parties agree as follows:

SECTION 1. LEASE AGREEMENT
A. The Parties agree that the Lease dated April 3, 2001, as amended, shall remain in full force and effect. The Parties intend to establish a schedule of payments for rents past due and a schedule of capital projects which, when accomplished, shall satisfy all of BLD USA' s past due obligations under the Lease dated April 3, 2001, as amended, and City shall consider the prompt performance of said capital improvements and payment of past due rent set forth herein as an accord and satisfaction of these obligations past due and owing."
B. This accord and satisfaction of past rent due shall not in any way modify the continuing obligation to pay rent under the Lease Agreement dated April 3, 2001, as amended.

Payment shall be structured as set forth in the Payment Plan.

SECTION 2. DEBT
BLD USA shall pay the CITY an amount of$ 182, 818 in past due lease payments in addition to lease payments due for ongoing activities per the lease agreement. n
LIN
1 Packet Pg. 86
Attachment: C-0458 Letter of Agreement (3.1--Terminate Contract with Big League Dreams Redding, LLC) SECTION 3. PAYMENT PLAN
BLD USA shall make payment as follows:

February 28, 2023 $ 18, 000
March 30, 2023 18, 000
April 30, 2023 18, 000
May 30, 2023 18, 000
June 30, 2023 18, 000
July 30, 2023 18, 000
August 30, 2023 18, 000
September 30, 2023 $. 18, 000
October 30, 2023 $ 18, 000
November 30, 2023 $ 18, 000
December 30, 2023 $ 2, 818
SECTION 4: CAPITAL IMPROVEMENTS
BLD will accomplish the capital improvements on the schedule set forth below:

Batting Cage Repairs February
New POS System February
Paint Buildings February
Paint Outfield Replica Walls February
Parking Lot Lighting February
Stadium Club Paint February
Fix all Broken Stadium Seats March
Pawtucket Grading Repairs in Outfield March
Restroom Upgrade March
Stadium Club Flooring March
Repair Damaged Turf March
Turf in Batter' s Boxes March
Repair Shade Structures - Replica Fields April
Sand in Volleyball Courts April
BLD USA will provide to the Community Services Director monthly reports on the status of the projects listed above on the 20th of each month.
2 Packet Pg. 87
Attachment: C-0458 Letter of Agreement (3.1--Terminate Contract with Big League Dreams Redding, LLC) SECTION 5: DEFAULT
A. In the event that BLD USA fails to make payment as set forth herein, the City shall have all remedies in law and equity available to it for breach of lease in accord with the Lease dated April 3, 2001. If payment is not made per the Payment Plan, CITY shall be authorized to demand acceleration of all remaining payments under the Plan and said total amount not yet paid shall become immediate due and payable.

B. Any statutes of limitations, statutes of repose, notice or other time- related defenses or limitations, whether statutory, contractual, or otherwise, and whether at law, in equity, or others ( including the doctrines of waiver, laches, acquiescence or estoppel), which may be applicable to any breach of the Lease dated April 3, 2001, and which may fix or limit the period within which a claim may be brought under the Lease Agreement are tolled for the period of this Letter Agreement ( the " Tolling Period"). The Parties each agree not to assert, plead or raise in any fashion any time- based defenses to claims under the Lease Agreement dated April 3, 2001, which time- based defenses rely in whole or in part on time that passedduring the Tolling Period.

C. In addition to all remedies in law or equity for breach of the Lease dated April 3, 2001, the Parties intend for this Letter Agreement to be independently enforceable as a settlement obligation of the Parties, and the Parties further agree that this Letter Agreement shall be admissible as evidence in establishing a breach of the obligation set forth in the Letter Agreement.

SECTION 6: AMENDMENTS
The Parties agree that any amendments made to this Agreement must be in writing where they must be signed by both Parties to this Agreement. As such, any amendments made by the Parties will be applied to this Agreement.
3 Packet Pg. 88
Attachment: C-0458 Letter of Agreement (3.1--Terminate Contract with Big League Dreams Redding, LLC) SECTION 7: DATE OF AGREEMENT
The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated throughout by their signatures below. The date of this Agreement shall be the date it is signed by the CITY.

In Witness Whereof, CITY and BLD USA have executed this Agreement on the days and year set forth below:

CITY OF REDDING
A Municipal Corporation
r-
D----eDated: ' D O 2023
w- .,
MICHAEL D' ACQUISTO, Mayor
ATTEST: APPROVED AS TO FORM:
kkkaALS)___–(D\"fLVZI\A. cie2
IF--
PAMELA MIZE, City Clerk BARRY E. D• # stA T, ity Attorney

BIG LEAGUE DREAMS USA, LLC
III
Dated: 2023 i -: L• ' Y REYNO :
4 Packet Pg. 89
Attachment: C-0458 Letter of Agreement (3.1--Terminate Contract with Big League Dreams Redding, LLC) Packet Pg. 90
Attachment: C-0458 - First Amendment - 2023 - Big League Dreams USA (3.1--Terminate Contract with Big League Dreams Redding, LLC) Packet Pg. 91
Attachment: C-0458 - First Amendment - 2023 - Big League Dreams USA (3.1--Terminate Contract with Big League Dreams Redding, LLC) Packet Pg. 92
Attachment: C-0458 - First Amendment - 2023 - Big League Dreams USA (3.1--Terminate Contract with Big League Dreams Redding, LLC) Packet Pg. 93
Attachment: C-0458 - First Amendment - 2023 - Big League Dreams USA (3.1--Terminate Contract with Big League Dreams Redding, LLC)