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CITY OF JACKSONVILLE AND JACKSONVILLE JAGUARS, LTD.
This Amendment Number 5 to Lease (the "Amendment") is made this ~ a y o f ~ 2002
(the "Effective Date"), between CITY OF JACKSONVILLE, a Florida municipal corporation and
political subdivision of the State of Florida, whose principal address is 117 West Duval Street, Suite 400,
Jacksonville, Florida 32202, Attn: Mayor (the "City") and JACKSONVILLE JAGUARS, LTD., a
Florida limited partnership, whose principal address is One ALLTEL Stadium Place, Jacksonville,
Florida 32202, and whose FEIN # is 59-3095655 ("JJL").
Whereas, the City is the owner of that certain facility currently known as "ALLTEL Stadium,"
and the City leases ALLTEL Stadium to JJL for its operation of the Jacksonville Jaguars NFL football
team, pursuant to the terms and conditions set forth in that certain lease, as amended from time to time,
as more particularly described in Exhibit A (the "Lease");
Whereas, the City has also entered into certain lease agreements for other uses of ALLTEL
Stadium, including but not limited to, that certain Lease Agreement dated June 10, 1993, by and among
the City, as landlord, and The University Athletic Association, Inc., a Florida non-profit corporation
("Florida"), and University of Georgia Athletic Association, Inc., a Georgia non-profit corporation
("Georgia") (Florida and Georgia are collectively, the Lessees), for the Lessees' use of ALLTEL
Stadium for the annual Georgia-Florida college football game pursuant to the terms and conditions of
that agreement (the "Georgia-Florida Lease");
Whereas, the City has negotiated that certain Lease Renewal, Extension and Amendment
Agreement to renew and amend the Georgia-Florida Lease (the "Amendment"), and in connection
therewith, the parties to the Amendment agree that as a condition precedent to each of Georgia's and
Florida's obligations under the Georgia-Florida Lease, the City must undertake certain renovations to
ALLTEL Stadium to construct a permanent platform at the south end zone to be completed no later than
the 2003 Georgia-Florida game pursuant to the terms of the Amendment (the "Georgia-Florida
Whereas, because the Georgia-Florida Game is a longstanding tradition and generates significant
revenue benefiting the City's economy on an annual basis, and because the current system of scaffolding
used for additional temporary seating has become unsatisfactory for a number of reasons, the City agreed
to pay for and finance the construction of such Georgia-Florida Improvements, the cost of which is
currently estimated to be Seven Million Dollars ($7,000,000) (the "City Georgia-Florida Contribution");
Whereas, the City Council of the City of Jacksonville (the "City Council") has already approved
the appropriation for the City Georgia-Florida Contribution to facilitate the construction of the Georgia-
Whereas, JJL desires and is currently planning certain upgrades and additional construction to
ALLTEL Stadium, including but not limited to, construction elements described in Exhibit B attached
hereto complementary with the Georgia-Florida Improvements which are also to be constructed, the cost
of which is currently estimated to be Thirty-Three Million Dollars ($33,000,000) (the "JJL
Improvements") and the Georgia-Florida Improvements and the JJL Improvements are referred to
collectively herein as the "Improvements";
Whereas, JJL anticipates that up to Twelve Million Nine Hundred Thousand Dollars
($12,900,000) of the JJL Improvements costs are to be provided from revenues derived from SuperBowl
XXXIX in 2005 and that JJL shall use good faith efforts to generate substantial revenues from
SuperBowl XXXIX in accordance with applicable NFL accounting and auditing policies;
Whereas, JJL agrees to fund Twenty-Eight Million One Hundred Thousand Dollars
($28,100,000) of the JJL Improvements (the "JJL Contribution") and requests that the City fund Four
Million Nine Hundred Thousand Dollars ($4,900,000) (the "City Contribution") toward the JJL
NOW, THEREFORE, in consideration of the mutual promises herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged by each party, the
City and JJL agree as follows:
1. Recitals and Definitions, The above recitals are true and correct and are incorporated herein by
this reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in the
2. Lease Extension and Amendment. Effective on the Effective Date, City and JJL hereby agree that
the term of the Lease (the "Existing Term"), which is scheduled in paragraph 3 ofthe Lease to be thirty (30)
years from the Commencement Date according to conditions set forth therein, is hereby extended for a
period oftime (the "Extension Term") commencing immediately upon the expiration of the Existing Term
and ending five (5) years thereafter, such Extension Term to be upon and subject to all of the terms,
provisions and conditions of the Lease as if such Extension Term were originally set forth within the
3, Demised Premises. Except for such period as necessary for SuperBowl XXXIX, the Lease is
amended to add the following to the definition of Demised Premises:
a. The JJL Improvements (as set forth in Exhibit B) shall be deemed to be part of the Demised
Premises for 365 days per year. The parties acknowledge that such use shall be subject to
any obligations of the City to the NFL with respect to SuperBowl XXXIX and JJL shall
comply with the requirements of the NFL with respect thereto. The parties further agree that
upon completion of the Improvements, they will mutually designate a set of plans outlining
the final composition of Exhibit B. Notwithstanding the above, the parties agree that the
common areas of the JJL Improvements shall be available to the City for the City's access
and use on the City's event days.
b. Section 1.S of the Lease is hereby amended to add the west side suites or super suite (which
are anticipated to be constructed in the existing Press Box area) (the "West Side Suites") and
the South End Zone Super Suite as defined on Exhibit B (together, the "New Suites") to the
definition of Suites for all purposes. The parties acknowledge that such use shall be subject
to any obligations of the City to the NFL with respect to SuperBowl XXXIX and JJL shall
comply with the requirements of the NFL with respect thereto.
4. Development of the Improvements. With respect to the Improvements, JJL shall be responsible
for planning, design, architectural and engineering services, permitting and licensing, project
management, expediting and administration, acquiring, insuring, constructing, renovating, testing and
completion (including any required inspections and final approvals by jurisdictional governmental
agencies) (collectively, the "Development of the Improvements"). Furthermore, the Georgia-Florida
Improvements shall be completed and ready for occupancy on or before October I, 2003. The
Improvements shall be constructed at no cost to the City in excess of the sum of the City Contribution
and the City Georgia-Florida Contribution; it being understood that the City's maximum contribution is
the City Contribution plus the City Georgia-Florida Contribution and that JJL shall be responsible for
any cost overruns or additional expenses in connection with the Development of the Improvements. The
City shall have the opportunity to review, comment, and provide its approval of the proposed JJL
Improvements and of the Georgia-Florida Improvements before any construction commences (it being
understood that the JJL Improvements and the Georgia-Florida Improvements shall require the joint
consent of both parties, which consent shall not be unreasonably conditioned, withheld or delayed).
Notwithstanding the foregoing, JJL and the City acknowledge that due to the schedule for completion, it
is anticipated that construction of some elements will commence before final plans for all of the
Improvements are completed. To this end, the City and JJL agree that each party will review, comment
and provide its approval of plans on a partial basis. The City hereby waives the City Purchasing Code,
except the Equal Business Opportunity Program, with·respect to the Improvements. Furthermore, for the
purposes of this Amendment, the definitions of "Renovation Project" and "Renovation Project Costs"
shall have the meanings as set forth in Exhibit C and shall apply to the Improvements. In all other
respects regarding the Lease, "Renovation Project" and "Renovation Project Costs" shall have the
meanings set forth in the existing Lease. Also, nothing herein shall be deemed to obligate the City to
consent to any JJL Improvements that, in the reasonable opinion of the City, interfere with any other
existing City obligations concerning ALLTEL Stadium, including, but not limited to, the Georgia-Florida
Improvements and the Georgia-Florida Lease, that certain lease between the City and The Gator Bowl
Association, or agreements relating to Super Bowl XXXIX.
JJL and the City agree that the parties may mutually agree to reduce the scope of the JJL
Improvements by eliminating one or more of the major elements of the proposed construction from that
which has been presented by JJL to the City, and that if such elirnination(s) result in savings from the
total cost of Development of the Improvements that would otherwise have been incurred (the "Savings"),
then the City Contribution and JJL Contribution shall be reduced. The reduction for the City shall be the
proportion of the Savings that $4.9 Million bears to $33 Million and the reduction for JJL shall be the
proportion of the Savings that $28.1 Million bears to $33 Million.
5. Financing of Improvements. Subject to approval by the City Council, which approval shall be an
express condition of the obligations of JJL and the City under this Agreement, the City agrees to issue
bonds or otherwise finance the JJL Contribution. Such financing shall be completed within sixty (60)
days of City Council approval of the Development of the Improvements and the financing transaction.
JJL shall repay the JJL Contribution by making payments of Supplemental Rent each year over a term
ending on the termination of the Extension Period in an amount equal to the City's annual debt service
relating to the financing of the JJL Contribution, which Supplemental Rent shall include the principal,
interest and direct issuance costs associated with the City's financing of the JJL Contribution as
generally outlined in Section 4.B. and Section 33 of the Lease. The following conditions shall also apply
to the JJL Contribution under this Amendment: (a) net profits not to exceed $12,900,000 from the 6.000
Super Bowl XXXIX tickets provided by the NFL to JJL (the "Super Bowl Revenue") shall be applied no
later than June 30, 2005 to the total cost of the Development of the Improvements and shall reduce the
JJL Contribution (the "JJL Payment"); (b) for so long as permitted by the financing and applicable laws,
the interest on the JJL Contribution from time to time shall accrue and be capitalized into the total cost of
the Development of the Improvements; and (c) except as set forth in section (a) herein, JJL shall
commence making payments of Supplemental Rent October I, 2005. In connection with the JJL
Payment, JJL agrees to provide City with a copy of the profit reconciliation that it certifies to the NFL on
the 6,000 Super Bowl XXXIX tickets no later than June 30, 2005. In connection with such financing, the
City and JJL shall prepare a schedule for the Supplemental Rent for JJL's payment of the JJL
Contribution (net of the amount repaid under (a) above), and the parties agree that Exhibit D (as defined
hereafter) shall be amended to include such Supplemental Rent, and attached to this Amendment.
Nothing herein shall amend or delete JJL's continuing obligations set forth in section 4.C. of the Lease.
The parties shall enter into such agreements as required for such financing and for the
construction of the Improvements. For the purposes of this Amendment, the provisions set forth in
Exhibit C shall apply to the construction of the Improvements. Furthermore, such agreements shall
include, but not be limited to the following terms:
a. If the total cost of the Development of the Improvements is less than the sum of the JJL
Contribution, the Super Bowl Revenue, the City Contribution, and the City Georgia-Florida
Contribution, then the amount of the City Contribution and the City Georgia-Florida
Contribution shall remain unchanged. However, if the total cost of the Development of the
Improvements exceeds the sum of the JJL Contribution, the Super Bowl Revenue, the City
Contribution, and the City Georgia-Florida Contribution, then JJL shall be responsible for such
excess cost. In the event any Super Bowl Revenue is available when any such excess cost for the
Development of the Improvements arises, JJL may apply such revenue to finance the excess cost
of the Development of the Improvements. If the Super Bowl Revenue is not available or is not
sufficient to pay the excess, such excess cost shall be financed by the City as set forth in this
Section 5 and JJL shall be responsible for direct issuance costs or third party financing costs.
b. The City shall cause the disbursement of funds based upon approved construction draws
for the Improvements.
6. Rental. The Rental schedule currently in effect and due under the Lease is set forth in Exhibit D
attached hereto. As set forth in paragraph 5 above, the City and JJL shall amend Exhibit D to also
include a separate column for Supplemental Rent due under this Amendment, and such amended Exhibit
D shall be attached hereto. Once completed by the parties, Exhibit D shall supercede and replace Exhibit
I labeled "City of Jacksonville Analysis of Stadium Rental Due from the Jacksonville Jaguars Over the
Period of the Stadium Lease" set forth in that certain Amendment Number 4 to Lease dated on or about
June II, 1997, by and between the parties. The parties agree that (a) the existing Supplemental Rent
provided on such Exhibit I shall end in 2025 as provided on that Exhibit I, notwithstanding this
Amendment, and (b) the Base Rent in the Extension Term shall be the same as the Base Rent in the last
year of the Existing Term.
7. JJL Improvements. The JJL Improvements are generally described in Exhibit B.
a. The City releases the New Suites to JJL for the Georgia-Florida game, for The Gator
Bowl Association's bowl game, and for all other City events, in the same manner Suites are
currently released to JJL under the Lease; provided, however, nothing herein shall be deemed to
grant to JJL any ticket revenues in connection therewith. Any person licensed by JJL to occupy
such areas during any non-JJL event shall be required to possess a ticket to such non-JJL event.
JJL shall have the right to offer tickets to such events for all seats in such areas.
b. Notwithstanding anything to the contrary in the Lease or this Amendment, the City
further releases to JJL the right to sell food, beverages, programs, and other concession products
and public event merchandise (the "JJL Improvements Concessions") within the JJL
Improvements and the New Suites (the "Concession Rights") for 365 days a year; .subject,
however, to the following exclusions: (a) any and all existing rights of Volume Services
America, Inc. as set forth in that certain Agreement for Concession Services at ALLTEL Stadium
dated on or about August 28, 1998; (b) "program rights" as set forth in the Georgia-Florida
Lease; (c) any and all existing rights of The Gator Bowl Association pursuant to that certain
Amended and Restated Lease dated October 26, 1994, as amended by that certain First
Amendment to Amended and Restated Lease dated March 14,2002 (subparagraphs (a), (b), and
(c) are collectively, the "Pre-Existing Concession Rights") and (d) the City's right, on its event
days, to the South End Zone Sports Bar and common areas of the JJL Improvements. In
connection with the City's release to JJL of the Concession Rights: (a) JJL shall manage and
operate at no expense to the City such Concessions and JJL shall receive all revenues net of JJL
expenses; and (b) JJL shall indemnify, hold harmless and defend the City from any and all
claims, actions, losses, and damages arising from the Pre-Existing Concession Rights.
c. The Parties acknowledge that the rights granted pursuant to this Section 7 shall be
subject to any obligations of the City to the NFL with respect to Super Bowl XXXIX and JJL
shall comply with the requirements of the NFL with respect thereto.
8. City Use of JJL Improvements. Notwithstanding anything to the contrary herein, the City
reserves to itself, and JJL hereby grants to the City, at no cost to the City, twenty-five (25) reserved, fixed
seats in the South End Zone Super Suite of the JJL Improvements as set forth on Exhibit B for all JJL
events (the "Reserved Tickets"), and such Reserved Tickets shall also include full access to and use of
the JJL Improvements during such JJL events. For all other events at the Stadium, the City shall have the
opportunity to purchase the Reserved Tickets seats at the same terms and conditions (including, but not
limited to, price and timing) as will be offered to all other ticket-holders in the South End Zone Super
9. Naming Rights. In consideration of the JJL Contribution, Section 9 of the Lease is amended to
provide that the City quitclaims and releases to JJL, without any representation or warranty, any and all
right the City may have to income, payments, and revenue arising from any naming rights pertaining only
to the JJL Improvements. In consideration of the City's release of naming rights for the JJL
Improvements herein: (a) JJL agrees that the city's release is subject to that certain Stadium Naming
Agreement among JJL, the City and ALLTEL Corporation dated June 23, 1997, and any amendments
and extensions thereto (the "ALLTEL Naming Agreement"); and (b) JJL shall indemnify, hold harmless
and defend the City from any and all claims, actions, losses, and damages relating to the ALLTEL
Naming Agreement relating to the City's release of naming rights to JJL for the JJL Improvements. The
City and. JJL agree to execute such further agreements as may be necessary to memorialize the release of
naming rights to JJL for the JJL Improvements as may be required by ALLTEL Corporation (or any
subsequent naming rights holder of the presently-existing Stadium), and any third party to which JJL
provides naming rights for the JJL Improvements. JJL further agrees that any name to be affixed to (or
denoted in any manner) the JJL Improvements is subject to prior approval by City Council (which such
approval shall not umeasonably be withheld). Nothing herein shall be deemed a waiver by the City of
any ordinance code relating to the Stadium, including, but not limited to, that certain signage ordinance
codified in Chapter 326, Ordinance Code (the "City Sign Ordinance"). Any third party naming
agreement shall provide to the City such indemnification and insurance reasonably acceptable to the City.
JJL and the City agree that the right of JJL to grant naming rights to the JJL Improvements shall be
subject to any obligations of the City to the NFL with respect to Super Bowl XXXIX and JJL shall
comply with the requirements of the NFL with respect thereto.
10. Ribbon Boards. The parties agree that JJL may replace the Stadium ribbon panels with electronic
ribbon boards or a similar system as part of the JJL Improvements or at a later time. If done at a later
time, such replacement will be at JJL cost and expense. Prior to any construction, JJL shall provide to
the City the plans and specifications for such system for the City's prior approval, which shall not be
unreasonably withheld, conditioned or delayed. However, nothing herein shall be deemed a waiver of
the City Sign Ordinance. JJL shall be entitled to the revenues from the use of such system and such
system shall be deemed part of the Demised Premises for the 365 day year and shall be operable by JJL
at all times at its option. Notwithstanding the above, JJL agrees that any operation of the system during
Super Bowl XXXIX shall be subject to the obligations of the City to the NFL in respect thereto and JJL
shall comply with the requirements of the NFL.
II. Sports Complex Trust Fund. Pursuant to City of Jacksonville Ordinance 2001-121O-E, the City
has established that certain Sports Complex Trust Fund (the "Fund") in Section 110.369, Ordinance Code
(the "Ordinance"). JJL and the City hereby agree that revenues in connection with the Lease shall no
longer be restricted for utilization solely on ALLTEL Stadium, excepting from this Amendment those
sources of revenue identified in the Ordinance that pursuant to law must be utilized solely on ALLTEL
Stadium (including, but not limited to, the two cent tourist development tax authorized by Chapter 125,
Florida Statutes, and the State shared sales tax rebate). This provision shall be applicable only during
such periods as all other facilities currently described in such Ordinance are likewise contributing all of
the revenues designated in that Ordinance to such Fund.
12. Practice Area and Parking Facilities. The City may relocate existing Practice Areas to the
Wolfson Park area during the term of the Lease. In the event such relocation occurs, then the Lease
(including Exhibit B, Section B.1. of the Lease) is amended to provide that the City's obligation to
provide the Parking Facility shall be reduced from 7,000 unstacked parking spaces to the number of
unstacked parking spaces that can be accommodated as a result of such relocation, not to be less than
6,700 unstacked parking spaces. Furthermore, during construction of the Improvements, the City's
obligation to provide parking shall be reduced as necessary for the City to provide construction laydown
areas required in the amended Section 33.G.(viii) attached as Exhibit C.
13. Representatives. The City hereby appoints the Chief Administrative Officer ("City's
Representative") to act as the City's Representative in all matters covered by this Amendment. JJL
hereby appoints the President of JJL's managing general partner ("JJL's Representative") to act as JJL's
Representative in all matters covered by this Amendment. All inquiries, requests, instructions,
authorizations and other communications with respect to the matters covered by this Amendment will be
made to the City's Representative or JJL's Representative, as the case may be. Either party may change
its Representative under this Amendment at any time by giving prior written notice to the other party.
Nothing'in this section shall be deemed to preclude the City Representative and the JJL Representative
from including or delegating responsibility for matters set forth in this Amendment to financial, legal, or
14. Further Assurances. The parties agree to cooperate and deliver any further documents or
perform any additional acts to accomplish the agreements set forth herein.
IS. Miscellaneous. JJL and City, and the person(s) signing this Amendment on each party's behalf
represent and warrant to the other party that JJL and the City each has full right and authority to execute
and perform its obligations under the Lease as amended hereby, and that such person(s) are duly
authorized to execute this Amendment on each party's behalf without further consent or approval by
anyone. This Amendment is the entire agreement of the parties regarding modifications of the Lease
provided herein, supersedes all prior agreements and understandings regarding such subject matter, may
be modified only by a writing executed by the party against whom the modification is sought to be
enforced, and shall bind and benefit the parties and their respective heirs, legal representatives,
successors and assigns. The Lease is ratified and confirmed in full force and effect in accordance with
its terms, as amended hereby.
IN WITNESS WHEREOF, the parties have executed this Amendment Number 5 to Lease as of
the date set forth above.
ATTEST: CITY OF JACKSONVILLE, a Florida
/I /' '-'.
By: LL/ ptl/h
/ illW. McArthur, Jr. (/. _
Corporation Secretary ." :-..\
Form Approved: , d
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\, ." . 1.> 1}1
BY:fKuw Uv JUL.-oJl
Office of General Counsel
BY: __ _
John &15elaney, Mayor
JACKSONVILLE JAGUARS, LTD., a
Florida limited partnership
By: TDJ Football, Ltd., a Florida limited
partnership, its general partner
DAR Group Investments, Inc.,
a Florida corporation, its
In accordance with the Ordinance Code, of the City of Jacksonville, I do hereby
certify that there is an unexpended, unencumbered, and unimpounded balance in the
appropriation sufficient to cover the foregoing agreement; and that provision has been
made for the payment of monies provided therein to be paid.
ration and Finance
City Contract Nu ...... ar'6""'/_
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That certain Lease By and Between The City of Jacksonville, Florida and Touchdown
Jacksonville, Ltd. dated September 7, 1993; as amended by Amendment No. I to Lease By and Between
City of Jacksonville, Florida and Jacksonville Jaguars, Ltd., dated 1995; as further amended by that
certain Amendment No. 2 to Lease By and Between City of Jacksonville, Florida and Jacksonville
Jaguars, Ltd. Dated July 30, 1996; as further amended by that certain Amendment NO.3 to Lease By and
Between City of Jacksonville and Jacksonville Jaguars, Ltd. dated March 11, 1997; and as further
amended by that certain Amendment Number 4 to Lease By and Between City of Jacksonville, Florida
and Jacksonville Jaguars, Ltd., dated June II, 1997 (collectively, the "Lease").
THE JJL IMPROVEMENTS
JJL and the City aclmowledge that the detailed construction plans for the JJL Improvements and the
project schedule have not been prepared as of the date of execution of this Amendment. The parties
aclmowledge that the following are the elements to be included in the JJL Improvements. The JJL
Improvements will include (i) improvements to the vertical and horizontal transportation and access in
the Stadium; (ii) improvements to the south end zone area of the Stadium (including the adjacent areas
and plaza) which includes (A) an area in the south end zone to be developed as one or more suites and a
club area (the "South End Zone Super Suite"), a restaurant, a sports bar (the "South End Zone Sports
Bar"), an entertainment area or a combination of two or more of these or similar uses and (B)-a south end
zone terrace level; (iii) construction of a new press box area in the north end zone; (iv) construction of
the West Side Suites to be constructed and located in the current Press Box area; (v) areas in the south
end zone that may be prepared for development by JJL in the future as such elements as a hall of fame,
retail store or for similar dedicated uses; and (vi) other related improvements to the areas adjacent to
these improvements. JJL may in the future modify such elements included in the JJL Improvements,
subject to the City's prior reasonable approval.
DEFINITIONS AND ADDITIONAL PROVISIONS
"Renovation Project" shall mean the renovation of the Stadium for the Development of
Improvements in accordance with the requirements of Amendment Number 5 to the Lease, and all
activities directly related thereto but specifically excluding (a) the activities of any "program manager"
retained by the City to advise the City, (b) any activities related to the Area Improvements, (c) any
activities related to the issuance of the Financial Instruments, (d) any activities or work described in
Exhibit B to be provided separately from the Improvements and (e) hazardous waste removal or
correction (which costs shall be borne by the City).
"Renovation Project Costs" shall mean all costs and expenses of the Development of the
Improvements incurred on behalf of the City by JJL as described in Amendment Number 5 to Lease,
including all costs paid to any contractor or subcontractor for work done on the job per agreement with
contractor or subcontractor or as judicially determined or approved. Renovation Project Costs shall not
include any costs of issuance of any Financial Instruments or any interest or other costs related thereto
except to the extent the same are solely attributable to and included in the Supplement Rent provisions of
Amendment Number 5 to Lease. Renovation Project Costs shall be payable from legally available non-ad
valorem revenues of the City.
The following provisions of shall apply to the construction of the Improvements:
JJL DEVELOPMENT OF IMPROVEMENTS.
A. Construction Schedule. JJL shall cause the Development of the Improvements
described in Amendment Number 5 to Lease in accordance with the following
(i) The Georgia-Florida Improvements shall be completed and ready for occupancy
no later than October I, 2003.
(ii) The JJL Improvements shall be completed and ready for occupancy no later than
December 15, 2004.
Provided, however, in either event of (i) or (ii) above, in no event shall any activities caused by or in
connection with the Development of the Improvements cause any change, delay or impediment to the
annual Florida-Georgia football game, or the Gator Bowl Classic football game, each of which shall
require, among other things, (1) the minimum number of seats as required pursuant to each lease
agreement, (2) a playing surface which shall be in good condition and conform to NCAA specifications,
and (3) similar levels of restroom and concession facilities as have been available to and used by it in
recent years immediately preceding commencement of construction.
Other than as set forth in Amendment Number 5 to Lease and accommodating the annual
Florida-Georgia football game and the Gator Bowl Classic, JJL shall not be required to make the JJL
Improvements available for football games or other events or activities during the period from the
commen·cement of the Development of Improvements through the substantial completion of the JJL
As used herein, "substantially completed" shall mean that the Georgia-Florida
Improvements, and the JJL Improvements each are fully accessible and available for the presentation of
NFL games to the reasonable satisfaction of the NFL (and with respect to the Georgia-Florida
Improvements, to the standards applicable to the NCAA), and that not less than ninety-five percent (95%)
of all planned regular seats, club seats, Suites and concession, novelty, club and restroom facilities are
B. Construction Standards. The design, development and construction of the
Improvements shall comply with the standards previously set forth for the Stadium Plan and shall be
consistent with the plans and specifications developed pursuant to the terms of AInendment Number 5 to
C. Construction Plans. In addition to the provisions of Amendment Number 5 to
Lease, JJL shall provide to the City drafts of the plans to the Improvements and the project schedule not
less frequently than consecutive thirty (30) day intervals from the date of commencement of preparation.
JJL agrees that the City shall have the right to review and approve the draft construction plans for the
purpose of assuring conformance with the above. In the event that the City believes that the draft
construction plans as presented are not in conformance with the above, the City shall so notifY JJL, in
writing, within five (5) calendar days after the draft construction plans are delivered. In the event that the
City and JJL disagree concerning any portion of the construction plans, such dispute shall be settled in
accordance with subparagraph 34A of the Lease but JJL shall proceed with the construction plans and the
Improvements. JJL agrees that, after the construction plans have been reviewed and approved by the City
or otherwise established, the Improvements will be constructed and carried out in accordance with such
construction plans. Any subsequent change orders or modifications to the construction plans or any
agreement by JJL to accept any changes in the construction plans or any part thereof shall be subject to
the review and approval of the City to assure conformance with the above standard. The City shall notifY
JJL in writing not more than five (5) calendar days after receipt of notice of any such change or
modification and all supporting documentation reasonably necessary for the City to reach a professional
conclusion concerning such change or modification and the effects thereof. In the event that the City and
JJL disagree concerning any changes in the construction plans, such dispute shall be settled in
accordance with subparagraph 34A of the Lease but JJL shall nevertheless proceed with the changes in
the construction plans and the Improvements. The City agrees that, in all instances under this paragraph,
it will not unreasonably withhold, delay or condition its review and approval.
D. JJL Construction ObligationlJJL Project Management. JJL shall have the
exclusive and unconditional right to control the project site and to select and enter into contracts with any
and all contractors, subcontractors, suppliers, vendors, architects, engineers, construction managers,
project managers, consultants and other entities or individuals with respect to the Improvements, subject
to the requirements of Amendment Number 5 to Lease. The warranty obligation of JJL shall be to use its
best efforts to obtain for the benefit of the City and JJL from all contractors and subcontractors standard
commercial warranties for all work performed by such contractor or subcontractor.
for JJL Improvements.
Liability for Improvements; City Limited Sole Remedy and Covenant not to Sue
JJL and the City hereby agree to the following:
JJL and the City agree that should the making of the JJL Improvements be
delayed at any time for any cause, JJL shall have no liability to the City for
delay. The City agrees that it shall not bring any action, in equity or at law,
against JJL for any such delay related to the JJL Improvements. In the event a
court of competent jurisdiction shall, for any reason, determine that the waiver of
damages for delay provision relating to the JJL Improvements against JJL is
invalid or inapplicable, the City agrees that the maximum liability of JJL for or
in connection with any damages for delay shall be One Hundred Dollars
(ii) In the event of a breach by JJL of its undertaking with respect to the completion
date of the Georgia-Florida Improvements set forth in Section 4 hereof, JJL and
the City agree that JJL's liability shall be limited as follows: JJL will be
obligated to reimburse the City for claims that are asserted by Florida or Georgia
for lost ticket revenue (as set forth below) resulting from such breach. JJL's
maximum liability to the City in such circumstance shall be limited to the
product obtained by multiplying (x) the average price for south end zone
admission tickets sold for the 2003 Georgia-Florida football game times (y) the
difference between 83,201 and the actual number of seats available to be sold for
the 2003 Georgia-Florida football game. Any amounts paid by JJL to the City
under this section shall be added to the cost of the Development of the
(iii) JJL shall require and obtain from its contractor(s) engaged to perform work on
the Improvements performance and payment bond(s) (or insurance or other
security), in an amount equal to one hundred percent (100%) of the amount of
the contract(s) if reasonably available or otherwise in an amount that is
reasonably available, for recovery of actual and liquidated damages, including
but not limited to damages for delay, that may be claimed by JJL and the City.
JJL, acting as Project Manager, shall include and require in any and all contracts
with its contractors a requirement that the City is a specific intended beneficiary
of the contract. In addition, JJL shall require and obtain from contractor(s) and
subcontractor(s) engaged to perform work on the Improvements, insurance with
the same types of coverages, terms and conditions as provided in subparagraph
13C of the Lease except that the limits of coverage may be adjusted and the
types of coverage may be increased in accordance with the cost and nature of the
work to be performed by the contractor(s) or subcontractor(s) in order to protect
the interests of JJL and the City, respectively.
(iv) Notwithstanding anything to the contrary herein, JJL shall have no liability to the
City for delay damages resulting from a Force Majeure event.
F. City Funding of Improvements. The City's obligation to fund the Improvements
is set forth in Amendment Number 5 to Lease.
G. Improvements - Certain City Cooperation. The City and JJL acknowledge that
the timely completion of the Improvements requires adherence to the project schedule and accordingly the
City agrees that in order to facilitate the timely completion of the Improvements, the City will cooperate
fully with JJL on the following (with the City's cooperation being at no third party cost to the City unless
otherwise indicated herein):
(i) Construction Inspection. All inspections required by City ordinance or regulation
(as related to the City's building inspection division), whether onsite or remote,
shall be performed by inspectors selected by the City and said inspectors shall be
promptly available as required by the project schedule or the progress of
construction or as reasonably requested by JJL.
(ii) Testing. All testing required by City ordinance or regulation or other relevant
jurisdiction, whether onsite or remote, shall be scheduled by JJL so as not to
interfere with the project schedule.
(iii) Threshold Inspection. Inspections required by the Florida Threshold Building
Laws, and all jurisdictional laws, shall be contracted for by JJL in accordance
with the project schedule and shall be paid for by each contractor.
(iv) Permits. The City shall review, approve and issue all required City permits and
approvals forthwith so as to adhere to the project schedule or the progress of
construction. The City agrees to waive any permitting fees for City permits. The
City shall use its best efforts to assist JJL in obtaining all permits and approvals
from other regulatory entities having jurisdiction. JJL shall be authorized to
apply for any and all permits and approvals on behalf of and in the name of the
(v) Utilities. The City shall assist JJL in obtaining utility connections, including
without limitation, water, sewer, stormwater, electrical, gas, cable TV and
telephone at the locations and in the capacities required by the Improvements
construction plans and in accordance with the requirements of the project
schedule or the progress of construction.
(vi) Infrastructure Relocation. The City shall cooperate with JJL in the abandonment,
relocation, and removal of all existing utilities, services, equipment, streets or
other infrastructure as required by the construction plans in a timely manner and
in accordance with the project schedule or the progress of construction.
(vii) Sales Tax Exemption. The City will designate a City purchasing agent to the
Improvements project to facilitate the purchase of project materials free from the
payment of sales tax.
(viii) Staging and Laydown Areas and Site Access. The City shall provide suitable
staging and laydown areas on City-owned property in locations designated by the
City, as well as unobstructed access to such areas and the project site for
construction equipment and personnel.
(ix) Project Interface Manager and Inspector Availabilitv. The City shall appoint an
individual to serve as the "project interface manager." In this capacity, such
individual shall facilitate and coordinate performance by the City of its
responsibilities under this Amendment. Such individual shall also be responsible
for ensuring, on behalf of that City, that alternative inspectors or other similar
entities are promptly appointed to replace any planned inspector or other entity
upon written notification by JJL that such planned inspector or entity is not
available (for any reason whatsoever) in accordance with the project schedule or
the progress of construction.
(x) Comprehensive Plan and DR!. The City hereby represents and warrants that the
Development of Improvements complies with all applicable concurrency rules
and regulations and all provisions of any applicable DR! and that upon
completion of the relevant construction plans, or portions thereof, there will be
no Comprehensive Plan or DR! related impediment to the issuance by the City of
any and all required permits and approvals.
(xi) City Access to Improvements Project Information. JJL will provide reasonable
access to all Improvements project information, including but not limited to
financial, technical and computer data.
Citv of Jacksonville Analysis of Stadium Rental Due From the Jacksonville Jaguars Over
the Period of the Stadium Lease