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HomeMy WebLinkAbout1884 Authorizing the Lease of Property to Live NationBILL NO. 2022-062 ORDINANCE NO. /88' AN ORDINANCE AUTHORIZING THE LEASE OF CERTAIN PROPERTY BY THE CITY AND AUTHORIZING OTHER DOCUMENTS AND ACTIONS RELATED THERETO WHEREAS, the City of Riverside, Missouri ("City") owns certain real property located at the northwest intersection of Horizons Parkway and 1-635 in the City of Riverside, Missouri, ("Project Site"); and WHEREAS, Tenant intends to lease and develop the Project Site as a mixed use Site; and WHEREAS, in consideration of the rent to be paid to the City by Tenant pursuant to the lease of the Project Site, the City Staff recommends the City execute a Lease with the Tenants, in substantially the same form as Exhibit A, attached hereto and incorporated herein (the `Lease"), for the Project Site; and WHEREAS, the Board of Aldermen find it is in the best interest of the City to authorize leasing of the Project Site pursuant to the Lease, in substantially the same form and subject to the same terms and conditions as Exhibit A, between the City and the Tenant. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: SECTION 1. BEST INTEREST OF THE CITY AND APPROVAL OF CONSIDERATION AND TERMS: The Board of Aldermen find it is in the best interest of the City, in order to further the economic development objectives of the City, and further, the Board of Aldermen hereby approve and authorize the execution of a Lease in substantially the same form as that attached hereto and incorporated herein as Exhibit A, between the City and the Tenant. SECTION 2. AUTHORITY GRANTED. The Mayor is hereby authorized and directed to execute the Lease in substantially the same form as that attached hereto as Exhibit A, and the Mayor, City Administrator, Special Counsel to the City - Spencer Fane LLP, and other appropriate officials and employees of the City are hereby authorized and directed to take such further action related thereto as is otherwise necessary or desirable to carry out and comply with the intent of this Ordinance. SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED: the Cr-day of December 2022. ATTEST: l f• Robin Kincaid, ity Clerk p J ath een L. Rose, Ma or Approved as to form: Spe ane LLP, Sp 'al Co seI to the City by Joe Bednar 2 EXHIBIT A LEASE 3 LEASE AGREEMENT This LEASE AGREEMENT (this "Lease") is made this 62 1i14day of December, 2022 (the "Effective Date"), by and between the City of Riverside, Missouri, a fourth-class city organized and existing under the laws of the State of Missouri (hereinafter referred to as "Landlord"), and Live Nation Entertainment, Inc., a Delaware corporation (hereinafter referred to as "Tenant") (collectively the "Parties"). RECITALS: A. Landlord is the owner of certain real property located at the northwest intersection of Horizons Parkway and I-635 in the City of Riverside, Missouri, and more particularly described in Exhibit A attached hereto and made a part hereof (the "Project Site"). B. Landlord and Tenant intend for Tenant to cause the development of the Project Site to include: (1) a live entertainment venue amphitheater having a sellable, visible general admission capacity of approximately 12,000 fixed seats and approximately 6,000 lawn seats for a total capacity of approximately 18,000 seats, subject to reasonable adjustments in such fixed seat and lawn capacities as determined by Tenant (the "Amphitheater"); (2) additional ancillary structures along with associated food and beverage areas to serve the Amphitheater and its customers (the "Ancillary Structures"); (3) 1,920 paved and striped parking spaces and 4,446 grass or paved parking spaces for a total of 6,366 parking spaces (collectively, the "Parking Areas"); (4) a separate future development parcel illustrated and described in the Development Agreement (defined below)(the "Future Development Parcel") upon which Tenant intends to develop such Parcel and vertical improvements which Tenant may desire to sublease to retail and hospitality subtenants serving the general public, not solely customers of the Amphitheater, and the design and location of the vertical improvements may be altered from time to time in connection with subleases and licenses entered with third parties for the use of such Future Development Parcel pursuant to and consistent with the Development Agreement; (5) the installation of public gas, water, electric, storm water and sanitary sewer facilities to the Project Site (collectively, "Utilities") in capacities sufficient for the operation of the Amphitheater Site (as defined below) and the Future Development Parcels; and (6) offsite and onsite vehicular roadways providing public access to the Project Site from the adjacent public street (the "Roadways"). Collectively, the Amphitheater, Ancillary Structures, Parking Areas, Utilities, Roadways and Future Development Parcel are the "Project" and are generally depicted on Exhibit B attached hereto and made a part hereof (the "Project Site Plan"). C. Tenant has developed a "Project Budget", which identifies certain components of the Tenant's estimate of the hard and soft costs currently anticipated to be necessary to complete the Project ("Project Costs"), attached hereto and made a part hereof as Exhibit C, and Landlord and Tenant have developed the anticipated revenue sources to pay for such costs ("Project Budget"), attached hereto and made a part hereof as Exhibit D. D. Landlord and Tenant desire to enter into this Lease to lease the Project Site, and enter into a separate development agreement providing for a development plan for the development of the Project Site (the "Development Agreement"), all of which will be leased to the Tenant by the Landlord. Tenant desires to subdivide and sublease parcels of the Future Development Parcel to retail and hospitality subtenants serving the general public, not solely customers of the Amphitheater (in addition the Parties acknowledge there may be a need for the Tenant to enter into another separate agreement with the State or an agency or subdivision thereof relating to the construction, operation and maintenance of the Parking Areas), upon the terms and conditions set forth herein and therein. NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Landlord and Tenant hereby agree as follows: I. RECITALS AND DEFINITIONS 1.0 Incorporation of Recitals. The Recitals above are hereby acknowledged and accepted by the Parties and are hereby incorporated into this Lease as if fully set forth in this Section 1. 1.1 Definitions. Except as otherwise provided in this Lease, certain words and terms shall have the meanings as set forth below: (a) "Additional Rent", means all amounts due to Landlord, payable by Tenant under the provisions of this Lease, in addition to the Base Rent. (b) "Amphitheater", means an outdoor live entertainment amphitheater structure having a sellable, visible general admission capacity of approximately 12,000 fixed seats and approximately 6,000 lawn seats for a total capacity of approximately 18,000 seats (subject to reasonable adjustments in such fixed seat and lawn capacities as determined by Tenant) to host concerts and other events; (c) "Amphitheater Site", means the parcels upon which the Amphitheater and Ancillary Structures are constructed as illustrated in Exhibit B; (d) "Ancillary Structures", means food and beverage areas and other structures to serve the Amphitheater and its customers, provided, however, Tenant may alter the design and location of the Ancillary Structures from time to time in connection with subleases and licenses entered into by Tenant with third parties for the use of such areas; (e) "Base Rent", means the amount due from the Tenant to the Landlord for the use of the Amphitheater Site during the Tenn of this Lease set out in Section 5.0 of this Lease; (f) "Chapter 100" means the tax relief incentives to be utilized to construct vertical improvements upon the Amphitheater Site pursuant to Sections 100.010-100.200 RSMo. and collectively with Article VI Section 27(b) of the Missouri Constitution (the "Act"); (g) "Commencement Date" means the first date by which all of the conditions precedent in favor of Landlord and Tenant in Section 22.15 have been satisfied or waived by the party which they benefit; (h) "Conceptual Project Budget" or "Project Budget", means the Tenant's estimate of the cost to construct the Amphitheater Site, the Parking Areas, and the Utilities, and Roadways to be built to serve the Project Site, and the anticipated revenue sources to pay for such costs, as illustrated in Exhibit C attached hereto and incorporated herein; (i) "Development Agreement", means the agreement by that name between the Landlord and Tenant relating to the development of the Project Site or any portion thereof; (j) "Landlord", means the City of Riverside, Missouri, a fourth-class city organized and existing under the laws of the State of Missouri; (k) "Landlord Permitted Uses", means civic uses and events including, without limitation, school musicals, graduations and ceremonies; (1) "Lease", means this Lease Agreement and its attachments, as may be amended; (m) "Lease Expiration Date", means the 20th anniversary of the Rent Commencement Date; 2 (n) "Parking Agreement", means any agreement in effect at any time between Tenant and the State or any agency or subdivision thereof relating to Tenant's parking operations and the construction and/or maintenance of the Parking Areas by the State or any agency or subdivision thereof. (o) "Parking Areas", means 1,920 paved and striped parking spaces and 4,446 grass or paved parking spaces for a total of 6,366 parking spaces, which may be owned, constructed and maintained by a public entity, and which may be leased by (but shall in all cases be managed and operated by) Tenant; (p) "Permitted Use" is defined in Section 4.0; (q) "Plans", means plans, specifications, and construction drawings to be agreed on by Landlord and Tenant during the period contemplated in Section 22.15 hereof; (r) "Premises", means the Amphitheater, Ancillary Structures and Parking Areas shown as part of the Project Site in Exhibit B (which exhibit more fully shows the boundaries of the Premises); (s) "Project", means the Amphitheater, Ancillary Structures and, to the extent desired by Tenant (or required by the Development Agreement), the mixed used developments on the Future Development Parcel ("Vertical Improvements"), as well as the Parking Areas, Roadways, Utilities and other infrastructure constructed to serve the Project ("Horizontal Improvements"); (t) "Project Costs", means Tenant's estimate of the hard and soft costs necessary to complete the Project, as set forth on Exhibit C; (u) "Project Site", means the land parcels, as illustrated and depicted on Exhibit A, upon which the Project shall be constructed; (v) "Project Site Plan" is illustrated and depicted on Exhibit B; (w) "Renewal Options", means the right and option to extend the Initial Term for five (5) consecutive and individual periods of 10 years each; (x) "Rent", means the amount of money paid to the Landlord for the use and enjoyment of the Project Site; (y) "Rent Commencement Date" shall have the meaning given in Section 2.2 of this Lease; (z) "State", means the State of Missouri; (aa) "Tenant", means Live Nation Entertainment, Inc., a Delaware corporation; (bb) "Tenant Contribution", means the funds required to pay for the completion of the Vertical Improvements to be constructed and maintenance of the Project Site by Tenant as provided for in this Lease and/or the Development Agreement, and as described in 3.2 (cc) "Term" is defined in Section 2.1 and Section 2.3 of this Lease. II GRANT AND TERM 2.0 Grant. Landlord, for and in consideration of the Rent herein reserved and of the covenants and agreements herein contained on the part of the Tenant to be performed, hereby leases to Tenant, and Tenant hereby lets from Landlord the Project Site (other than public Roadways and Utilities for which utility 3 companies are responsible), TOGETHER WITH AND GRANTING, as rights appurtenant to the Project Site, the non-exclusive right to use in common with others entitled thereto, all easements and rights of way now or hereafter benefiting the Project Site, including, without limitation, all utility, water, sewage and storm water easements and rights of way and the non-exclusive right to use in common with others entitled thereto all rights of ingress and egress for pedestrians and vehicular ingress and egress, as permitted by applicable law, over the sidewalks, walkways, alleyways and roadways adjacent to the Project Site. 2.1 Initial Term and Term. The "Initial Term" of this Lease shall commence on the Commencement Date and continue through the Lease Expiration Date. The Term shall include all timely exercised Renewal Options (as hereinafter defined), so long as Tenant is not in default under this Lease beyond any applicable cure period at the time of exercise of a Renewal Option. 2.2 Rent Commencement Date. The "Rent Commencement Date", shall be the earlier of (a) six (6) months after the completion of construction of the Premises and Project or (b) the date on which Tenant holds the first concert open to the public at the Amphitheater at which a majority of seats are sold. Tenant and Landlord shall use diligent efforts to satisfy their contingencies in Sections 3.7 and 22.15 so that if and when such contingencies are satisfied, Tenant may promptly commence and complete construction of the Premises within a commercially reasonable time thereafter, and then promptly hold the first concert open to the public at the Amphitheater. 2.3 Renewal Options. Tenant shall have the right and option to extend the Initial Term for five individual and consecutive periods of 10 years each (each such option is a "Renewal Option" and the Initial Term as extended by any Renewal Option is the "Renewal Term"), by giving Landlord at least eighteen (18) months prior written notice of Tenant's election to exercise a Renewal Option. The Initial Term, as extended by any Renewal Term shall be referred to as the "Term." 2.4 Landlord's Title. The Landlord hereby represents and warrants to Tenant, as of the Commencement Date, that the Landlord has all requisite right, title and interest to the land comprising the Project Site and that such rights, title and interest is free from all encumbrances and liens, except as disclosed on Exhibit E attached hereto and made a part hereof (the "Permitted Encumbrances"). Landlord hereby acknowledges and agrees that the exclusive rights granted to Tenant in this Lease are to be rights which will run with, bind and burden the land comprising the Project Site and will inure to the benefit of Tenant, its successors and assigns, subject only to the Permitted Encumbrances. This Lease shall be subject to and subordinate to the mortgages or other indentures which hereafter may affect the Project Site, subject to Tenant's quiet possession and use of the Project Site not being disturbed or hindered thereby for so long as Tenant is not in default of this Lease beyond any applicable notice and cure periods. The effectiveness of the foregoing subordination shall be subject to all holders of any lien upon or superior title to the Project Site executing and delivering to Tenant, in recordable form, a reasonable and customary subordination, non -disturbance and attornment agreement, which agreement shall provide that Tenant's interest in the Project Site pursuant to this Lease shall not be terminated or disturbed or hindered thereby for so long as Tenant is not in default of this Lease beyond any applicable notice and cure periods. It shall be a condition precedent to the obligation of Tenant to pay Rent that Landlord causes a non -disturbance agreement to be delivered to Tenant from all then existing lienholders and superior title holders. 2.5 Landlord Authority. Landlord hereby represents and warrants to Tenant that Landlord has full power and authority to enter into this Lease and the person signing on behalf of such party has been fully authorized to do so by all necessary legislative action, inclusive of Ordinance No. , dated , 2020. 4 2.5 Tenant Authority. Tenant hereby represents and warrants to Landlord that Tenant has full power and authority to enter into this Lease and the person signing on behalf of such party has been fully authorized to do so as evidenced by the certificate of incumbency of the Tenant provided to Landlord on or before the Commencement Date. 2.6 Ownership of the Certain Improvements and Proiect Site. During the Term, the Landlord will own the Project Site, provided that the Amphitheater, Ancillary Structures and fixtures, furniture and equipment ("FF&E") constructed and/or located upon the Amphitheater Site shall be and remain the property of the Tenant, subject to Section 20.0 of this Lease. Landlord and Tenant shall cooperate to cause the assessor's and collector's offices of Platte County, Missouri to recognize this split in ownership of the land versus the improvements thereon, including the creation of separate tax parcels for the Amphitheater Site, the Parking Areas and the Future Development Parcel. III POSSESSION AND IMPROVEMENTS 3.0 Possession. On the Commencement Date, Landlord shall deliver exclusive possession of the Project Site (other than public Roadways and Utilities for which utility companies are responsible) to Tenant in "AS IS, WHERE IS" condition. The Landlord covenants and agrees not to grant or permit or suffer to attach to the Project Site or the use thereof any easement, restriction, lien or other encumbrance affecting the title to the Project Site during the Term of this Lease other than the Permitted Encumbrances. 3.1 [INTENTIONALLY DELETED] 3.2 Tenant Contribution. Subject to satisfaction of Tenant's contingencies in Sections 3.7 and 22.15, Tenant shall be solely responsible for funding the Project Costs of the design and construction of the Vertical Improvements of the Project, provided, however such a responsibility shall not prohibit Tenant from seeking and agreeing to third party financing or contributions from the State or other public or private parties. Landlord shall use commercially reasonable efforts to assist Tenant in obtaining the maximum funding from the State of Missouri available to fund the design and construction of the Horizontal Improvements. 3.3 Tenant's Work. Subject to satisfaction of Tenant's contingencies in Sections 3.7 and 22.15, Tenant shall be responsible, at its sole cost and expense (however such a responsibility does not prohibit Tenant from seeking and accepting public or private third party financing, or seeking and accepting contributions from the State for certain public infrastructure) for developing and constructing the Project inclusive of fixturing and equipping the Amphitheater Site and performing Tenant's work as Tenant may desire in order to develop the Amphitheater Site for the Permitted Uses, all of which shall be effected in compliance with all applicable laws, rules, regulations and ordinances and in compliance with the Plans approved in advance, in writing, by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. If the parties do not agree on the Plans by March 1, 2023, then Landlord or Tenant may terminate this Lease by written notice given on or before May 1, 2023. 3.4 Amphitheater Site Multifunctional. It is the intent of the parties that the Amphitheater Site will be multifunctional to allow for varied entertainment consistent with the Permitted Uses delineated within this Lease. 3.5 Use of Funds. It is the express intention of the parties to this Lease that the amount of the Tenant's Contribution shall be solely used to pay for the development, construction, fixturing and equipping of the Project. 3.7 Approval of Critical Documents. The Parties acknowledge and agree that a material consideration for entering into this Lease is the condition that Landlord and Tenant, each in its sole 5 discretion, approves the final documents constituting the Development Agreement, the construction contract for Tenant's work, the Parking Agreement and the final plans for Tenant's work, and in the event that either Party does not give written approval of any of the foregoing documents or any such documents are not executed by the parties thereto, on or before December 31, 2023, then either Party may terminate this Lease upon written notice to the other Party delivered thirty days prior to such termination. IV PURPOSE 4.0 Permitted Use. Tenant shall use the Amphitheater Site for the operation of a live entertainment venue together with ancillary uses thereto, including, without limitation, operation of food and beverage service (including, without limitation, food storage, preparation, service and consumption, bar service and the sale and consumption of alcoholic beverages), operation for dining and bar facilities, VIP rooms and facilities, private and public rental events such as musical concerts, comedy acts, club nights, film debuts, film festivals, art festivals, corporate rentals, private parties, product exhibitions, meetings, fund raising events, charity events, broadcasting, recording, sale of concessions, and sale of merchandise related to the operations or events at the Amphitheater Site, exhibiting of pay -per -view events, events for viewing on a screen, or in an auditorium generally, the display and sale of works of art, videotapes, promotional items, music, CDs, DVDs, and other items sold generally from time to time at live entertainment venues, conducting parking operations at the Parking Areas, subleasing and licensing such areas and improvements as Tenant may desire to retail and hospitality subtenants serving the general public (not solely customers of the Amphitheater), and the Landlord Permitted Uses, all in accordance with, and as permitted by applicable law. 4.1 Licenses and Permits; Compliance. In connection with Tenant's operation of the Amphitheater Site for the Permitted Use, Tenant shall obtain and maintain in good standing all required licenses and permits which relate to Tenant's operation and Permitted Use of the Amphitheater Site, including without limitation, live entertainment business activity, any permit or licenses required to promote live entertainment events and to sell and serve food and beverages for on -premises consumption, and other applicable laws. Landlord shall not be responsible for the cost of any compliance, improvement, alteration or repairs due to a change in use of the Amphitheater Site by Tenant or due to any alterations or installations by Tenant of matters such as speakers, seats, video equipment, lighting equipment, concession equipment and similar items. Landlord agrees to use reasonable good faith efforts to assist Tenant in timely obtaining all necessary permits and licenses for the development and operation of the Amphitheater Site and Project Site as contemplated by this Lease. In the event that unforeseen site conditions or entitlement issues arise due to the physical condition of the Amphitheater Site or the nature of Landlord's title thereto, Landlord shall be responsible to resolve such conditions or issues in a manner acceptable to Tenant in its reasonable discretion. 4.2 Uses Prohibited. Tenant shall not use or occupy the Amphitheater Site contrary to any governmental statute, rule, order, ordinance, requirement or regulation applicable thereto, or in any manner which would violate any certificate of occupancy affecting the same. 4.3 Landlord Use Rights. Landlord (or its designee for any such purpose) may, pursuant to a written rental agreement substantially similar to that form attached hereto as Exhibit F and incorporated herein, or by using Tenant's then current form of rental agreement, rent the Amphitheater Site from Tenant at no "rental" charge for the Landlord Permitted Uses, with capacities up to the lawful maximum depending on the specific use and configuration of the spaces within the Amphitheater Site. In all circumstances of Landlord renting or using the Amphitheater Site as provided above, Landlord shall reimburse Tenant for any cost incurred by Tenant as a result of Landlord's usage. 6 a. The Landlord Permitted Uses will be subject to availability and Landlord or the end user entering into a written rental agreement substantially similar to that attached hereto as Exhibit F or Tenant's then current form of rental agreement. b. In no event, without prior written consent of the Tenant, which may be withheld at Tenant's sole discretion, may a Landlord Permitted Use include the presentation of live music other than talent which is local and not a professional live music entertainer. 4.4 Tenant's Exclusive Right to Possession and Use of Project Site. Except as otherwise specifically provided in this Lease relating to remedies for events of default under this Lease, or as provided in any subordination agreement affecting this Lease, during the Term of this Lease, Tenant shall have the exclusive right to the possession and use of the Project Site (other than public Roadways and Utilities for which utility companies are responsible). 4.5 Promoter Agreement. Landlord represents and warrants that as of the Commencement Date there shall be no other promoter agreement which affects the use or occupancy of the Project Site or any portion of the Project Site, exclusive of this Lease and any other agreements between Landlord and Tenant. 4.6 Restriction On Other Occupants Use of Site. Notwithstanding anything to the contrary contained in this Lease, during the Term of this Lease, Landlord shall not allow for a period in excess of three minutes any music, public address systems, or sounds of bells, whistles or sirens to be emitted from Landlord owned or controlled property which is audible from the outdoor event areas of the Project Site at a volume that exceeds normal speaking level at any time during a period commencing one hour prior to any outdoor event at the Project Site and continuing through the conclusion of such event; provided there shall be excluded from item (ii) any sounds emanated due to life -safety or emergency response systems. 4.7 Exclusive Use. Tenant shall have the exclusive right to operate a live music or entertainment venue at the Project Site, which exclusive right shall include the presentation of live entertainment. 4.8 Operating Covenant. Tenant shall operate the Amphitheater Site for its intended use as a first class amphitheater during the Term of the Lease. 4.9 Ticketing. Tenant shall have the exclusive right to perform or contract for all ticketing activities at the Premises for Tenant events, which will not limit the Landlord's reasonable use of the Parking Areas during non-event times (but subject to the parking rights of any retail or hospitality sublessees or licensees of any Ancillary Structures or Future Development Parcels). 4.10 Revenues. Tenant shall be entitled to all revenues, exclusive of taxes collected, from events and activities at the Premises (other than Landlord Permitted Uses to the extent provided in Section 4.3), including, without limitation, (a) the Parking Areas, and the Ancillary Structures for Tenant events serving food and beverages and selling merchandise, and (b) from retail and hospitality subleases and licenses at the Premises entered into by Tenant with third parties, in each case less the taxes, rents and fees payable under this Lease by Tenant to the Landlord. 4.11 Naming Rights. Tenant shall have the absolute and exclusive right to name the Amphitheater and Ancillary Structures and to sell such right. Notwithstanding the foregoing, Tenant shall not enter into any such naming agreement which depicts or includes the name of (i) tobacco or tobacco products or manufactures or distributors thereof, (ii) fire arms or fire arm products or manufactures or distributors thereof, (iii) sexually oriented businesses (as defined by law) or sexually oriented products (e.g. condoms, pornographic materials, sex toys, etc.), or (iv) a discriminatory name by nature (as defined by law). 4.12 Sponsorships. Tenant shall have the absolute and exclusive right to enter into any sponsorship agreements affecting the Amphitheater, Ancillary Structures, any other portions of the Premises and the operations therein, and all revenues from such sponsorships shall be the sole property of Tenant. 4.13 Exterior Signage. Tenant may erect any exterior signage permitted by law and subject to (a) such signage being similar to signage of similar facilities operated by Tenant (or, as applicable, customary for any retail or hospitality areas subleased or licensed by Tenant to third parties) and (b) applicable code requirements and Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, provided that marquees and name signage may include scrolling information as to upcoming events at the Amphitheater Site. 4.14 Use of Tenant's Logo. Landlord shall not have the right to use the Tenant's logo for any purpose whatsoever, unless as reasonably approved by the Tenant. V RENT 5.0 Base Rent. The Base Rent due from Tenant to Landlord on an annual basis is Six Hundred Twenty - One Thousand, Five Hundred and 00/100 Dollars ($621,500.00) which is due in equal monthly payments on the first day of each calendar month through the Term commencing on the Rent Commencement Date. The Base Rent shall be compounded by two percent (2%) annually beginning in Year 2. By way of example: Year Base Rent 1 $621,500 2 ($621,500 x 1.02=) $633,930 3 ($633,930 x 1.02=) $646,608.60 In the event that the Commencement Date falls on any date other than the first day of a calendar month, Rent for such partial month shall be pro -rated based on the actual number of days in such month. 5.1 [Intentionally Deleted]. 5.2 [Intentionally Deleted]. 5.3 Late Charge; Interest on Late Payments. Each and every payment of Rent hereunder then due and payable under this Lease, which shall not be paid within five (5) business days of the date that Tenant receives written notice thereof from Landlord, shall carry a late charge in the amount of One Thousand Dollars ($1,000.00), which late charge and delinquent installment of payment shall bear interest at the rate, from time to time, of the UMB, N.A. prime rate of interest plus four percent (4%), per annum from the tenth (10t) day following the date the payment of Rent was due under the terms of this Lease until the same shall be paid. 5.4 [Intentionally Deleted]. 5.5 [Intentionall) Deleted). 5.6 Additional Rent. The various components of Additional Rent shall be payable at the times specified in this Lease for such payment, or if not so specified with respect to any particular component of Additional Rent, within 10 business days after Tenant receives a notice from the Landlord as to the amount owed. 8 5.7 General Rent Provisions. Except as specifically provided in this Lease, all payments of Rent shall be made without deduction, set off, discount or abatement in lawful money of the United States. Notwithstanding the obligation of Landlord, if any, to provide services under this Lease, except as otherwise specifically provided in this Lease, no temporary interruption of such services shall abate Tenant's duty to pay Rent or render Landlord liable for such temporary interruptions. 5.8 Triple Net Lease. This Lease is and shall be construed as a "triple net lease" and Tenant shall pay all expenses to maintain the Project Site (other than public Roadways and Utilities for which utility companies are responsible) throughout the Term, except as otherwise provided herein. VI OPERATING COSTS; PARKING; PROPERTY TAXES 6.0 Operating Costs. Tenant shall be responsible for and pay for all operations of the Premises by Tenant or anyone claiming under Tenant, including, without limitation, cleaning, repairs and maintenance to the Amphitheater and Ancillary Structures, all required insurance of Tenant (as set forth below) and security for the Amphitheater Site. Tenant will pay any impact taxes, hook-up fees and similar one-time costs associated with the development of the Amphitheater Site which are due to Tenant's work. 6.1 Parking Access. Tenant may enter into an agreement for the State, or an agency or subdivision thereof, regarding the construction, maintenance and operation of the Parking Areas for all Tenant events held at the Amphitheater Site for the exclusive use of Tenant's patrons and other individuals; provided, however, if no such agreement is entered into by the time Tenant desires to obtain its building permits for Amphitheater Site, Tenant may construct, maintain and operate the Parking Areas. Tenant shall have the ability to charge such Tenant patrons and other individuals a fee for parking and to keep all revenue collected, exclusive of applicable taxes and any payment due the Landlord or the State pursuant to any parking agreement entered into by and between the State or an agency thereof, and Tenant, if any. 6.2 Real Estate Taxes. Except for the Levee Assessment imposed by the Riverside Quindaro Bend Levee District ("RQBLD"), the land comprising the Project Site is anticipated to be exempt from ad valorem property taxes by virtue of ownership by the Landlord. Other than the Levee Assessment, Tenant will not be responsible for the payment of such taxes or impositions levied against the land comprising the Project Site or any non -Amphitheater -improvements made by the Landlord or any other party and not by the Tenant. Tenant shall be responsible to pay all real estate taxes and similar impositions attributed to Tenant's improvements of every kind assessed against the improvements of Tenant, such as the Amphitheater and Ancillary Structures, at the Premises and associated with the ownership or operation thereof, specifically including all such taxes and impositions levied against Tenant's fee interest in the Tenant's improvements at the Premises. 6.3 Taxes on Leasehold and Personal Property. Tenant shall be responsible for and shall pay before delinquent all ad valorem taxes coming due during or after the Term against Tenant's interest in this Lease or against personal property of any kind owned or placed in, upon or about the Project Site by Tenant. VII SALES AND USE TAX 7.0 Sales and Use Tax. Tenant hereby covenants and agrees to pay when due, any sales, use or other such tax (excluding state and/or federal income tax) now or hereafter imposed upon its operations at the Project Site by the United States of America, the State of Missouri or any political subdivisions thereof, notwithstanding the fact that the statute, ordinance or enactment imposing the same may endeavor to impose 9 the tax on Landlord. Any such amounts as may be paid by Landlord shall be reimbursed to Landlord by Tenant and shall constitute Additional Rent under this Lease. VIII INSURANCE 8.0 Tenant's Insurance. Tenant covenants and agrees to provide and maintain in full force and effect, at its sole cost and expense, throughout the Term, (i) comprehensive general liability insurance and liquor legal liability insurance insuring against liability for personal injury and death in limits of not less than $1,000,000 for death of or injury per occurrence, and $5,000,000 in the annual aggregate, (ii) from commencement of construction of and upon the Project Site (other than public Roadways and Utilities for which utility companies are responsible) until the completion thereof, a policy or policies of builder's risk insurance, either on a "completed value" form with coverage based on the estimated value of the completed Premises, including any and all Tenant's improvements, fixtures, furnishings, equipment and other property in or on the Amphitheater Site, or on a "reporting" form with coverage based on the then -current value of the Premises, including any and all Tenant's improvements, fixtures, furnishings, equipment and other property in or on the Amphitheater Site, at the time of each report (provided that the Tenant may comply with the requirement to maintain builder's risk insurance by arranging for its construction contractor to maintain such coverage), (iii) after completion of the Premises, "all risk" casualty insurance covering all of the Project Site (other than public Roadways and Utilities for which utility companies are responsible) and all Tenant's improvements, fixtures, furnishings, equipment and other property in or on the Premises in an amount not less than the total aggregate insurable value thereof, and (iv) insurance covering Landlord in amounts no less than required pursuant to Section 537.610 RSMo (subject to loss deductible clauses not to exceed $50,000). Tenant shall also carry at least a $5,000,000 umbrella covering general, liquor and property liability insurance. 8.1 Form of Insurance; Waiver and Indemnity. All insurance required to be carried by Tenant under this Lease shall be effected under valid and enforceable policies issued by insurers licensed to do business in the State of Missouri or generally recognized international insurers or reinsurers with an A.M. Best rating of B+ or the equivalent thereof or better. At least 10 days prior to the expiration of any policy required under this Lease, Tenant shall endeavor to provide Landlord certificates of insurance showing renewal or replacement coverage. Tenant covenants and warrants that it will pay or cause to be paid the premiums payable with respect to each such policy when due and, upon written request of Landlord, will provide Landlord with evidence of such payment within ten (10) business days after Landlord's request therefor. In the event Tenant fails to pay any such premiums or to exhibit such evidence of payment as aforesaid, Landlord may, but shall not be obligated to, upon ten (10) days prior written notice to Tenant, procure such insurance and/or pay such premiums, respectively, on Tenant's behalf, and the amounts expended therefor by Landlord shall constitute Additional Rent hereunder and shall be immediately payable by Tenant to Landlord upon Tenant's receipt of Landlord's statement therefor. All policies of insurance required to be carried by Tenant hereunder shall name Landlord and Tenant as the insureds or additional insureds, as their respective interests may appear. Each policy of insurance required to be carried by Tenant hereunder shall contain an agreement, to the extent possible, by the insurer thereunder that such policy shall not be cancellable except upon thirty (30) days prior written notice to Landlord and Bond Trustee. IX UTILITIES 9.0 Utilities. Tenant, at its sole cost and expense, shall arrange for and obtain service for electric current, water and sewer, and gas directly from the public utility companies furnishing service to the Project Site and lighting of the Parking Areas, subject however, to any contrary provisions of any agreement regarding the Parking Areas between Tenant and the State or any agency or subdivision thereof (to the extent such provisions require the State or its agency or subdivision to arrange for and/or obtain such 10 services, for example). The costs of such services shall be paid by Tenant directly to such public utility companies. Any charge for utilities not paid when due by Tenant and assessed against the Landlord may be paid by Landlord, and the amount of such charge, together with any interest or penalties thereon, plus Landlord's administrative charge of One Hundred Dollars ($100), shall be immediately due and payable by Tenant to Landlord, as Additional Rent hereunder, upon Tenant's receipt of Landlord's statement therefor. Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of utility service furnished to the Project Site by reason of any act or omission of the utility company serving the Project Site or for any other reason not attributable to the negligence or willful misconduct of Landlord. X REPAIRS AND ALTERATIONS 10.0 Alterations. Without the consent of Landlord, Tenant may perform such improvements, alterations and changes to the Premises as Tenant may desire as long as such matters complement the operation of the Amphitheater as a live music or entertainment venue for the Permitted Uses. Tenant will give Landlord written notice and a general summary of such alterations prior to making them. Any such improvements, alterations, and changes shall be done by Tenant at its sole cost and expense and in a good and workmanlike manner, in compliance with all applicable laws, rules, codes and regulations applicable to the Premises and lien free (and Tenant shall bond or discharge any liens promptly within 30 days of same). 10.1 Maintenance. During the Term, Tenant will operate and maintain the Premises and Amphitheater Site in an orderly and first class manner; provided, however, that a third party agreed to by the Tenant (such as the State or any agency or subdivision thereof entering into an agreement with Tenant regarding the Parking Areas), may throughout the Term, provide and maintain the Parking Areas in good condition and repair, reasonable wear and tear excepted. XI DAMAGE OR DESTRUCTION 11.0 Destruction. (a) If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth. (b) If the Premises is partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Tenant, and the Rent, shall be equitably abated (for purposes of this section, "partially" shall mean affecting at least 10%, but no more than 50% of the Premises). (c) If the Premises is totally damaged or rendered wholly unusable by fire or other casualty, then the Rent shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the Amphitheater and/or Ancillary Structures shall have been repaired and restored by Tenant; provided, however, if such damage occurs in the final five (5) years of the Initial Term or during any Renewal Term, either Tenant or Landlord may elect to terminate this Lease by written notice to the other given within 90 days after such damage occurs, specifying a date for the expiration of this Lease, which date shall not be more than 60 days after the giving of such notice, and upon the date specified in such notice the term of this Lease shall expire as fully and completely as if such date were the date set forth above for the termination of this Lease and Tenant shall forthwith quit, vacate and surrender the Premises without prejudice however to Landlord's rights and remedies against Tenant under the Lease provisions in effect prior to such termination, and any Rent owing shall be paid up to such date and any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any 11 one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums. Tenant acknowledges that Landlord shall not be obligated to carry insurance covering any loss to Tenant or to repair any damage to the Amphitheater Site or Tenant's property located therein. Additional Rent, specifically including the Additional Rent due under Section 5.4 and Section 5.5, shall not be subject to abatement for any reason. XII CONDEMNATION 12.0 Condemnation. If the whole or part of the Amphitheater Site or Parking Areas shall be acquired or condemned by eminent domain or transfer in lieu thereof to such extent that the Tenant cannot reasonably and in an economically feasible manner continue its operations on the Amphitheater Site in substantially the same scale and manner as originally anticipated by the parties to this Lease, then and in that event, Tenant shall have the right to terminate this Lease whereupon the term of this Lease shall cease and terminate from the date of Tenant's termination notice and Tenant shall have no claim for the value of any unexpired term of this Lease. XIII ASSIGNMENT AND SUBLETTING 13.0 Sublease or Assignment. Tenant, except as herein provided, shall not, without Landlord's prior written consent (which shall not be unreasonably withheld, conditioned or delayed), sublease all or any part of the Premises or assign any of it rights or obligations under this Lease. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Tenant shall have the right at any time to sublease, assign, license or otherwise permit occupancy of all or any portion of the Premises, without Landlord's approval or consent, to any (i) related entity, affiliate, subsidiary or parent company of Tenant, (ii) company in which Tenant has a controlling interest or is under common control with, (iii) successor entity, whether by merger, consolidation or otherwise, (iv) person or entity that purchases all or substantially all (defined as 51 % of Tenant's assets or a controlling interest in Tenant's stock, as applicable) of Tenant's assets or stock, (v) to an entity which is set up to hold the liquor license for the Premises (any of the foregoing herein referred to as a "Permitted Transfer") or (vi) any retail or hospitality company or operator who will occupy all or any portion of an Ancillary Structure under a sublease or license with Tenant and serve the general public (not solely customers of the Amphitheater); provided, however, that any such sublease, assignment or permitted occupancy shall not relieve Tenant of its obligations under this Lease. Further notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right to grant licenses, concessions, operating/management agreements, and rentals for events and concession services without Landlord's approval or consent, and all of the foregoing shall be deemed to not be an assignment or sublease or a violation of this Lease, provided that the same shall not relieve Tenant of its obligations under this Lease. XIV MECHANIC'S LIENS 14.0 Mechanic's Liens. (a) Nothing in this Lease shall be construed in any way as constituting the permission, consent or request of Landlord, express or implied, through act or omission to act, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor services or the furnishing of any materials for any alteration to the Project Site, or as giving Tenant any right, power or authority to contract for or permit the rendering of any such labor or services or the furnishing of any materials that could give rise to the filing of any mechanic's lien against the Project Site. (b) Tenant shall keep the Project Site (other than public Roadways and Utilities for which utility companies are responsible) free from any liens arising out of the work performed, materials furnished 12 or obligations incurred by, through or under Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys' fees and costs) arising out of same or in connection therewith. Tenant shall remove any such lien by bond or otherwise within thirty (30) days after notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien without being responsible for investigating the validity thereof. The amount so paid shall be deemed Additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. XV INDEMNITY AND RELEASE 15.0 Tenant's Indemnity. Tenant shall defend and indemnify Landlord and its elected or appointed officials, officers, employees, and agents, and hold them harmless from and against any and all claims, actions, damages, liability, losses, suits, obligations, fees, and expenses (including reasonable attorneys' fees), including claims for death or injuries to person or property, to the extent arising from Tenant's operations at the Project Site (but excluding public Roadways and Utilities for which utility companies are responsible) except to the extent caused in whole or in part by the gross negligence or willful misconduct of Landlord, its officials, agents, contractors, invitees or employees. This Section shall survive the termination of this Lease with respect to any damage, bodily or personal injury, illness or death occurring prior to such termination. 15.1 'Intentionally Deleted] XVI RIGHTS RESERVED TO LANDLORD 16.0 Rights Reserved to Landlord. Without limiting any other right reserved or available to Landlord under this Lease, at law or in equity, Landlord, on behalf of itself and its agents reserves the following rights to be exercised at Landlord's election: (a) To inspect the Amphitheater and Project Site from 8:00 am to 5:00 pm upon at least 48 hours prior notice and at any time in the event of an emergency; (b) To show the Amphitheater Site from 8:00 am to 5:00 pm upon at least 48 hours prior notice to prospective purchasers, or mortgagees, and within eighteen (18) months prior to the expiration of the Term, from 8:00 am to 5:00 pm upon at least 48 hours prior notice to persons wishing to rent all or any portion of the Amphitheater Site. Landlord shall have the right to place a "For Rent" sign on the Amphitheater Site during such eighteen (18) month period. Landlord may enter upon the Amphitheater Site for any and all of said purposes and may exercise any and all of the foregoing rights hereby reserved in a reasonable manner without being deemed guilty of an eviction or disturbance of Tenant's use or possession of the Amphitheater Site. XVII OUIET ENJOYMENT 17.0 Quiet Enjoyment. So long as Tenant is not in default under the covenants and agreements of this Lease relating to the manner in which Tenant operates the Premises, Tenant's quiet and peaceable enjoyment of the Premises shall not be disturbed, hindered or interfered with by Landlord or by any person claiming by, through or under Landlord. XVIII INTENTIONALLY DELETED 13 18.0 [INTENTIONALLY DELETED.] XIX ENVIRONMENTAL COMPLIANCE 19.0 Environmental Compliance. Subject to and in reliance on the Phase I Environmental Site Assessment for the Project Site, a copy of which will be delivered to Tenant promptly after the date hereof, Landlord hereby represents and warrants to Tenant that as of the date of this Lease, Landlord has no knowledge, nor has reasonable cause to believe, that a release of hazardous materials has occurred at the Project Site or that hazardous materials are otherwise present at the Project Site. Landlord further represents and warrants, to the best of its actual knowledge, without independent inquiry, that the Project Site is in compliance with all federal, state and/or local statues, regulations, rules, and/or ordinances and with all orders, decrees or judgments of governmental authorities or courts having jurisdictions, relating to the use, generation, storage, control, removal or clean-up of hazardous materials. To the extent any hazardous materials are present in, at, on or about the Project Site through no fault of Tenant or a third -party affiliated with Tenant's operations, Landlord shall be responsible for removing or otherwise remediating such hazardous materials to the extent required by, and in full compliance with, all environmental laws at no cost to Tenant. Tenant agrees, during the Term, that it will not use, generate, store, control, release, or dispose of any hazardous materials at the Project Site, except in such condition and quantities permitted by and in compliance with applicable law. In the event of a release of hazardous materials by Tenant or a third -party affiliated with Tenant's operations, Tenant shall indemnify and hold Landlord harmless from and against any and all costs and/or liabilities of any kind or nature in any way related to the existence, removal, transportation or disposal of such releases of hazardous materials. Except in compliance with applicable laws, Tenant shall not permit or cause any party to bring any Hazardous Substances upon the Project Site or Premises or transport, store, use, generate, manufacture, dispose or release any Hazardous Substances on or from the Project Site or Premises. XX SURRENDER 20.0 Surrender. Upon the termination of this Lease for any reason (whether by forfeiture or lapse of time, upon the termination of Tenant's right to possession of the Amphitheater Site or Project Site by Landlord or termination of this Lease by Tenant, or otherwise) Tenant will at once surrender and deliver to Landlord in good condition and repair, reasonable wear and tear excepted, the Amphitheater and Project Site and/or Premises, together with all alterations therein or thereto, which shall at such point become the absolute property of Landlord. 20.1 Removal of Tenant's Property. Upon the termination of this Lease, Tenant may remove Tenant's articles of personal property, trade fixtures, furniture and equipment; provided, however, that Tenant shall repair any injury or damage to the Project Site which may result from such removals. If Tenant does not remove its trade fixtures from the Amphitheater Site prior to the end of the Term, Landlord may treat such trade fixtures as having been conveyed to Landlord with this Lease as a bill of sale, without further payment or credit by Landlord to Tenant. 20.2 Holding Over. Any holding over by Tenant of all or any portions of the Amphitheater or Project Site after the expiration of this Lease shall operate and be construed to be a tenancy from month to month only, at 150% of the monthly rate of Base Rent payable hereunder for the Term, plus 100% of all other Rent components. If Tenant continues to hold over after a written demand by Landlord for possession at the expiration of the Lease or after termination by either party of a month -to -month tenancy created pursuant to this Section, or after termination of the Lease or of Tenant's right to possession pursuant to Section 21.0 14 hereof, Tenant shall pay monthly rental at a rate equal to twice the rate of Base Rent payable hereunder immediately prior to the expiration or other termination of the Lease or Tenant's right to possession. Nothing contained in this Section 20.2 shall be construed to give Tenant the right to hold over after expiration of this Lease, and Landlord may exercise any and all remedies at law or in equity to recover possession of the Amphitheater Site and Project Site. XXI REMEDIES AND TENANT'S PROPERTY 21.0 Defaults. Tenant agrees that any one or more of the following events shall be considered events of default as said term is used herein, that is to say, if: (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been stayed pending appeal, vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or under laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or (d) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside or stayed pending appeal within sixty (60) days from the date of entry or granting thereof; or (e) Tenant shall default in any payment of Rent or in any other payment required to be made by Tenant hereunder when due as herein provided and such default shall continue for ten (10) days after written notice thereof from Landlord to Tenant; or (f) Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant and such default shall continue for thirty (30) days after written notice thereof is sent in writing to Tenant, unless such performance shall reasonably require a longer period, in which case Tenant shall not be deemed in default if Tenant commences the required performance promptly and thereafter pursues and completes such action diligently; or Upon the occurrence of any one or more of such events of default, Landlord may, at its election, terminate this Lease, or terminate Tenant's right to possession only, without terminating this Lease. Upon termination of this Lease, or upon termination of Tenant's right to possession without termination of this Lease, Tenant shall surrender possession and vacate the Amphitheater and Project Site immediately, and deliver possession thereof to Landlord. Upon termination of this Lease, Landlord shall be entitled to recover as damages, all Rent and other sums due and payable by Tenant on the date of termination, plus: (1) an amount equal to the value of the Rent and other sums provided herein to be paid by Tenant for the balance of the then -current Term hereof, 15 less the fair rental value of the Amphitheater, Premises and Project Site for the balance of the then -current Term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described relating to recovery of the Amphitheater, Premises and Project Site, preparation for reletting and reletting itself); and, (2) the cost of performing any other covenants to be performed by Tenant. If Landlord elects to terminate Tenant's right to possession only, without terminating this Lease, Landlord may, at Landlord's option, enter into the Amphitheater and Project Site, remove Tenant's signs and other evidences of ownership or tenancy, and take hold and possession thereof as hereinabove provided, without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from Tenant's obligations to pay the Rent hereunder for the full Term or from any other of its obligations under this Lease. Landlord shall use commercially reasonable efforts to relet all or any part of the Amphitheater and Project Site and Premises for such rent and upon such terms as shall be reasonably satisfactory to Landlord (including the right to relet the Amphitheater and Project Site and Premises for a term greater or lesser than that remaining under this Lease Term). For the purposes of such reletting, Landlord may decorate or may make any repairs, changes, alterations or additions in or to the Amphitheater and Project Site and Premises that may be necessary or convenient. If Landlord does not relet the Amphitheater and Project Site and/or Premises, Tenant shall pay to Landlord, on demand, damages equal to the amount of the Rent, and other sums provided herein to be paid by Tenant for the remainder of the Lease term less the fair rental value of the Amphitheater and Project Site and Premises for the balance of the then -current Term. If the Amphitheater and Project Site and/or Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such reletting (but excluding decorating, changes, alterations, additions or improvements) and the collection of the rent accruing therefrom (including, but not by way of limitation, attorney's fees and broker's commissions), to satisfy the Rent and other charges herein provided to be paid for the remainder of this Lease Term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. Landlord hereby covenants and agrees that Landlord will use its commercially reasonable efforts to mitigate its damages in the event of default by Tenant. 21.1 Remedies Cumulative. No remedy herein or otherwise conferred upon or reserved to Landlord shall be considered to exclude or suspend any other remedy but the same shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Landlord may be exercised from time to time and so often as occasion may arise or as may be deemed expedient. 21.2 No Waiver. No delay or omission of Landlord to exercise any right or power arising from any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein. No waiver of any breach of any of the covenants of this Lease shall be construed, taken or held to be a waiver of any other breach, or as a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The acceptance by Landlord of any payment of Rent or other charges hereunder after the termination by Landlord of this Lease or of Tenant's right to possession hereunder, shall not, in the absence of agreement in writing to the contrary by Landlord, be deemed to restore this Lease or Tenant's right to possession hereunder, as the case may be, but shall be construed as a payment on account, and not in satisfaction of damages due from Tenant to Landlord. 21.3 Events of Default by Landlord. Landlord agrees that any one or more of the following events shall be considered a "Landlord Default" as said term is used herein: (a) Landlord fails to pay any amount owing to Tenant hereunder within thirty (30) days following written notice from Tenant that the applicable payment was not timely made; or 16 (b) Landlord shall be in default in the performance of or compliance with any of the agreements, terms, covenants or conditions in this Lease other than those referred to in the foregoing subparagraph (a) of this Section for a period of thirty (30) days after written notice from Tenant to Landlord specifying the items in default, or in the case of a default which cannot, with due diligence, be cured within said thirty (30) day period, Landlord fails to proceed within said thirty (30) day period to cure the same and thereafter to prosecute the curing of such default with due diligence but in any event within sixty (60) days; or (c) Landlord fails to commence to perform, keep or observe any covenants, conditions, agreement or obligations and diligently pursue completion under any agreement that would adversely affect the ability of Tenant to use the Premises for Permitted Uses for a period of twenty (20) days after written notice from Tenant to Landlord specifying the items in default, or in the case of a default which cannot, with due diligence, be cured within said twenty (20) day period, Landlord fails to proceed within said twenty (20) day period to cure the same and thereafter to prosecute the curing of such default with due diligence but in any event within forty-five (45) days; or (d) Landlord is in default under the Development Agreement or the Parking Agreement. 21.4 Tenant Remedies. Upon the occurrence of any Landlord Default, Tenant shall, except as otherwise expressly provided herein, have all rights and remedies provided hereunder and by law and equity from time to time. XXII MISCELLANEOUS 22.0 Amendments must be in Writing. None of the covenants, terms or conditions of this Lease, to be kept and performed by either party, shall in any manner be altered, waived, modified, changed or abandoned unless by a written instrument, duly signed and delivered by the parties. 22.1 Notices. Any notices, communications and waivers under this Lease shall be in writing and shall be delivered either by (i) registered or certified mail, return receipt requested, or (ii) by overnight express carrier, addressed in each case as follows. To Landlord: City of Riverside, Missouri 2950 N.W. Vivion Road Riverside, Missouri 64150 Attn: City Administrator With a copy to: Spencer Fane, LLP 304 East High Street Jefferson City, Missouri 65101 Attn: Joe Bednar To Tenant: Live Nation Entertainment, Inc. c/o Live Nation 9348 Civic Center Drive Beverly Hills, California 90210 Attn: President 17 with a copy to: Live Nation Entertainment, Inc. 325 N. Maple Drive, 2nd Floor Beverly Hills, CA 90210 Attn: Chief Counsel - Concerts or to any other address as to any of the parties hereto, as such party shall designate in a written notice to the other party hereto. All notices sent pursuant to the terms of this Section shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by overnight, express carrier, then on the next federal banking day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third federal banking day following the day sent or when actually received. 22.2 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal, or of joint venture by the parties hereto, it being understood and agreed that no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship other than the relationship of landlord and tenant. 22.3 Captions. The captions of this Lease are for convenience only and are not to be construed as a part of this Lease and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof. 22.4 Severabilit_v. If any term or provision of this Lease shall, to any extent, be held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby, but each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 22.5 Law Applicable. This Lease shall be governed by, construed and enforced in accordance with the laws of the State of Missouri. 22.6 Covenants Binding on Successors. The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and except as otherwise provided in this Lease, their assigns. 22.7 Brokerage. Each of the parties to this Lease warrants and represents that it has had no dealings with any broker or agent in connection with this Lease. Each party covenants to pay, hold harmless and indemnify the other from and against any and all cost, expense or liability for any compensation, commissions and charges claimed by any broker or agent claiming through such party with respect to this Lease or the negotiation thereof. 22.8 No Personal Liability of Landlord. It is specifically understood and agreed that there shall be no personal liability of Landlord, its elected or appointed officials, and/or employees in respect to any of the covenants, conditions or provisions of this Lease; in the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant shall look solely to the interest of Landlord in the Project Site for satisfaction of Tenant's remedies. 22.9 Waiver of Jury Trial. It is mutually agreed by and between Landlord and Tenant that they and their respective successors and permitted assigns and any permitted subtenant of Tenant hereby knowingly waive trial by jury in any proceeding or counterclaim brought by any of them in any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Project Site, and any emergency statutory or any other statutory remedy. 22.10 Estoppel Certificate. Tenant, at any time and from time to time, upon at least 20 days' notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to any other person, firm or corporation specified by Landlord, a statement certifying that this Lease is unmodified and in full force and 18 effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Rent has been paid, and stating whether or not there exists any defaults by Landlord under this Lease, and, if so, specifying each such default. 22.11 Mutual Waiver of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO CLAIM OR MAKE A RECOVERY FOR ANY CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY HEREBY UNCONDITIONALLY AND ABSOLUTELY WAIVES ALL CLAIMS FOR ANY CONSEQUENTIAL, PUNITIVE AND SPECIAL DAMAGES. 22.12 Time is of the Essence. Time is of the essence in Tenant's and Landlord's performance of this Lease. 22.13 Public Announcements. All press releases and public announcements relating to this Lease will be agreed to and prepared jointly by Landlord and Tenant. Tenant may elect to require that no such announcements are made. 22.14 Force Majeure. If by reason of any event of Force Majeure either party to this Lease is prevented, delayed or stopped from performing any act which such party is required to perform under this Lease, the deadline for performance of such act by the party obligated to perform shall be extended for a period of time equal to the period of prevention, delay or stoppage resulting from the Force Majeure event and the payment of any sums due or accruing will be abated and not accrue during the continuance of such Force Majeure event. As used in this Lease, the term "Force Majeure" shall include, but not be limited to, fire or other casualty, weather conditions (including dry -out periods), inability to secure materials, strikes or labor disputes (over which the obligated party has no direct or indirect bearing in the resolution thereof, or if said party does have such bearing, said dispute occurs despite said party's good faith efforts to resolve the same), acts of God, acts of the public enemy or other hostile governmental action, civil commotion, terrorist acts, governmental restrictions, regulations or controls, judicial orders, epidemics, pandemics, disease outbreaks, and/or other events over which the party obligated to perform (or its contractor or subcontractors) has no control. 22.15 Landlord and Tenant Contingencies. a. Landlord's obligations under this Lease are contingent upon: (i) The execution and delivery of this Lease and the Development Agreement by Landlord and Tenant. If any of the foregoing contingencies has not been satisfied (or waived in writing by Landlord) on or before September 1, 2023, the date Tenant notifies Landlord that Tenant's contingencies in Section 22.15(b) below have been satisfied or waived by Tenant, then within sixty (60) days thereafter, upon written notice to Tenant, Landlord may terminate this Lease effective as of the date in the written notice. b. Tenant's obligations under this Lease are contingent upon: (i) Landlord's approval of Tenant's final plans and specifications for the construction at the Project Site (including, without limitation, the Amphitheater, Ancillary Structures, Parking Areas, Utilities and Roadways); provided, however, that Landlord acknowledges and agrees that Tenant may, if it so desires, cause one or more private or public third parties, including, without limitation, the State or any agency or subdivision thereof, to design and/or perform the construction of Horizontal Improvements; 19 (ii) Tenant's receipt (in form satisfactory to Tenant in its sole and absolute discretion) of all governmental approvals, permits and any consents (a) for the construction of the Project Site (including, without limitation, the Amphitheater, Ancillary Structures, Parking Areas, Utilities and Roadways) and (b) that are a prerequisite to the issuance of a certificate of occupancy for (1) the Amphitheater having a sellable, visible general admission capacity of 12,000 fixed seats and 6,000 lawn seats for a live performance and (2) the Parking Areas, Utilities, Roadways and improvements on Future Development Parcel in a manner such that such areas and improvements will comply with the requirements of this Lease and, as applicable, the Development Agreement; (iii) Tenant's receipt of a license for the sale of beer, wine and liquor at the Amphitheater Site and Premises and an entertainment services business license, each under conditions satisfactory to Tenant in its sole and absolute discretion; (iv) The execution and delivery of the Development Agreement by Landlord and Tenant; (v) There being no sound ordinance or other law which would preclude or curtail Tenant's normal and customary operations of the Amphitheater Site; (vi) Tenant determining it will obtain economically favorable capital expense and/or AOI accounting treatment for the Tenant Contribution (as determined by Tenant's accountants and auditors in their sole discretion); and (vii) Sufficient funding to satisfy the costs of construction to complete the Vertical and Horizontal Improvements to the satisfaction of Tenant in its sole and absolute discretion. Landlord acknowledges that Tenant may elect to finance all costs of construction and development through a multi -venue financing program Tenant is currently establishing. In such case, the lender may desire that Landlord enter into reasonable and customary documents relating thereto (including, without limitation, agreeing to Tenant and/or its parent entity pledging all of its assets (or the ownership interests in it as an entity) as collateral for such financing); Landlord's willingness to enter into such documents shall be an element of Tenant considering the contingency in this paragraph satisfied, as shall the acceptability to Tenant of all of the fmancing documents which such lender may require Tenant and/or its parent entity to execute and deliver. If any of the foregoing contingencies has not been satisfied (or waived in writing by Tenant) by July 1, 2023, then upon sixty (60) days' written notice to Landlord, Tenant may terminate this Lease at any time prior to such satisfaction or waiver, effective as of the date in the written notice. [counterpart signature pages to follow] 20 IN WITNESS WHEREOF, Landlord and Tenant have, with the requisite authority, respectively signed this Lease as of the day and year first above written. LANDLORD: CITY OF RIVERSIDE, MISSOURI By: Printed Name and Title TENANT: LIVEN I T T MENT, INC. By: Michael Rowles EVP, General Counsel and Secretary Printed Name and Title 21 JC 17511434.3 IN WITNESS WHEREOF, Landlord and Tenant have, with the requisite authority, respectively signed this Lease as of the day and year first above written. LANDLORD: CITY OF RIVERSIDE, MISSOURI By: A4.h t_trek., L . goSEr m1loa Printed Name and Title TENANT: LIVE NATION ENTERTAINMENT, INC. By: Printed Name and Title 21 EXHIBIT A PROJECT SITE LEGAL DESCRIPTION Landlord shall provide Tenant with a current ALTA Title Commitment within 30 days of the Effective Date. Tenant shall notify Landlord of any objections to the legal description therein within forty- five (45) days thereafter. The agreement of Landlord and Tenant on a final legal description shall be part of Tenant's contingencies in Section 22.15(b) of this Lease. 22 EXHIBIT B PROJECT SITE PLAN [Please See Attached] 23 EXHIBIT C PROJECT BUDGET 24 EXHIBIT D SOURCES OF FUNDS 25 EXHIBIT E PERMITTED ENCUMBRANCES (Easements, restrictions or other encumbrances mutually approved by Landlord and Tenant, in their sole discretion.) Landlord shall provide Tenant with a current ALTA Title Commitment within 30 days of the Effective Date. Tenant shall notify Landlord of any objections to the scheduled B-II exceptions in said Commitment within twenty (20) days of receipt thereof. All B-II exceptions not objected to by Tenant shall be the "Permitted Encumbrances". 26 EXHIBIT F RENTAL AGREEMENT FORM [To Be Agreed on by Landlord and Tenant Prior to Expiration of Contingencies in Section 22.15] 27 ACCESS AND INDEMNITY AGREEMENT This ACCESS AND INDEMNITY AGREEMENT ("Agreement") is made and entered into as of the 6tb day of December, 2022 (the "Effective Date"), by and between the City of Riverside, Missouri, a fourth-class city organized and existing under the laws of the Statc of Missouri ("Landlord"), and Live Nation Entertainment, Inc., a Delaware corporation ("Tenant") (individually a "Party" and collectively "Parties"). RECITALS: A. Landlord and Tenant have entered into that certain Lease Agreement as of the Effective Datc regarding the Project Sitc. B. Tcnant intcnds to perform or cause to be performed various investigations and due diligence in, on or regarding the Project Site. C. Landlord acknowledges and agrees that Tenant, its employees, consultants, contractors and agents shall have access to the Project Site from and after the Effective Datc. NOW, THEREFORE, for and in consideration of the mutual tcrms and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged the Parties agree as follows: I. Defined Terms. Dcfincd terms set forth in this Agreement shall have the meaning ascribed in the I Face Agreement unless expressly defined in this Agreement. 2. Access. Landlord does hereby conscnt to access to the Project Site by Tenant, its employees, consultants, a contractors and agents to perform customary investigations of the Project Site, both intrusive and non -intrusive in nature ("Tenant's Due Diligence") from and after the Effective Date. Tenant agrees to provide Landlord with written notice of the date and identity of the Party for each access to the Project Site. not Tess than twenty-four (24) hours prior to such access. 3. Indemnity. Tcnant does hereby agree to hold harmless and indemnify Landlord from any and all costs, damages, causes of action, claims, liabilities, or judgments of any nature whatsoever arising from or out of, directly or indirectly, Tenant's Due Diligence, exclusive of those matters arising from the gross negligence or willful misconduct of Landlord. Nothing in this Agreement shall lessen Tenant's insurance requirements under the I pace Agreement. Further, nothing in this Agreement shall be a waiver of any sovereign -immunity defense available to Landlord or its governing body members, officers, agents, attorneys, employees or independent contractors. IN WITNESS WHEREOF, the Parties hereto have executed this instrument as of the Effective Date. LANDLORD: TENANT: CITY OF RIVERSID Kathleen L. Rose Mayor LIVE NATION ENTERTAINMENT, INC. Mithaei-Row1c Ni L it OC.✓ .-% 12 vtit ✓.t N� S EVP, DtvGGc.ptwc xq J(: 17512740.1