PEDESTRIAN ACCESS AGREEMENT

Transcription

1 FINAL PEDESTRIAN ACCESS AGREEMENT THIS PEDESTRIAN ACCESS AGREEMENT (this "Agreement") is entered into as of this 1st day of July, 2011 (the "Effective Date"), by and among THE COUNTY OF CUYAHOGA, OHIO (the "County"), a political subdivision duly organized and validly existing under the Constitution and laws of the State of Ohio, THE CITY OF CLEVELAND (the "City"), an Ohio municipal corporation, CLEVELAND BROWNS STADIUM COMPANY LLC (the "Browns"), a Delaware limited liability company, MMPI CLEVELAND DEVELOPMENT LLC ("Developer"), a Delaware limited liability company, and CLEVELAND MMCC LLC ("Operator"), a Delaware limited liability company. WITNESSETH: WHEREAS, the City, as lessor, and the Browns (successor in interest to the National Football League), as lessee, are parties to a Lease By Way of Concession, dated as of April 26, 1996 (the "Stadium Lease"); WHEREAS, pursuant to a Construction Administration Agreement, dated as of January 7, 2010 (the "CAA"), as amended, by and between the County and Developer, Developer is to construct, furnish and equip, pursuant to construction drawings and specifications approved by the County, those buildings and other improvements comprising the integrated facility that will include a medical mart and convention facilities ("Facility"), all as described in the CAA, including improvements to Mall C; WHEREAS, pursuant to a Sublease and Operating Agreement, dated as of December 1, 2010 (the "Operating Agreement"), by and between the County and Operator, the County shall sublease the completed Facility to Operator for operation of the Facility in accordance with the terms and conditions thereof; WHEREAS, pursuant to a Reciprocal Access and Mall Easement Agreement, dated as of December 29, 2010 and recorded as AFN of the Cuyahoga County Records (the "Easement Agreement"), by and between the County and the City, the County grants the City, after completion of the Facility, an easement to use, maintain, repair and, if necessary, replace the mall improvements located upon Mall C above the Facility, including the Mall C Stairs; and WHEREAS, the City, County, Browns, Developer and Operator have agreed, as set forth herein, to allocate among themselves certain responsibilities with respect to the Access Road, Temporary Lane, Mall C Stairs, Paved Area and the City Bridge (all as defined in Article 1 hereof). NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereto acknowledge, the parties hereto agree as follows: -1-

2 ARTICLE 1 DEFINITIONS 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings indicated in this Article 1 unless a different meaning is specifically provided or the context otherwise requires: Access Road shall mean the access road commencing on West 3 rd Street that provides delivery access to trucks serving the loading docks located within the Facility, a portion of which is the Paved Area, and the approximate location of which is shown on Exhibit A-1, attached hereto and made a part hereof. Agreement shall have the meaning set forth in the Recitals. Bridge Gates shall mean temporary security and safety gates at the northern and southern entrances to the City Bridge, the approximate locations of which are shown on Exhibit A-2, attached hereto and made a part hereof. CAA shall have the meaning set forth in the Recitals. City Bridge shall mean the two pedestrian bridges, together with the stairs immediately adjacent to such bridges, the approximate location of which is shown on Exhibit A-1, attached hereto and made a part hereof. Construction Access Gates shall mean the security and safety gates along the western and eastern sides of the Pedestrian Walkway in the Paved Area, the approximate locations of which are shown on Exhibit A-2, attached hereto and made a part hereof. Construction Phase shall mean the period of time from January 3, 2011 until Substantial Completion of the Facility. Design-Builder shall mean Turner Construction Company or its successor as authorized under the CAA. Easement Agreement shall have the meaning set forth in the Recitals. Event Hours shall mean for all Professional Football Games and Stadium Events, the four (4) hour period immediately before the start, the three (3) hour duration of the event, and the two (2) hour period immediately after the conclusion of all Professional Football Games and Stadium Events, as such periods before, during or after such events may be shortened or extended from time to time under Section 2.7. Facility shall have the meaning set forth in the Recitals. Gates shall mean collectively the Stairway Gate, the Bridge Gates, the Construction Access Gates and the West 3 rd Gate, the approximate locations of which are shown on Exhibit A- 2, attached hereto and made a part hereof. -2-

3 Joint Facility Agreement shall mean the Joint Facility Use Agreement, entered into by the County, the City and the Operator, dated as of December 29, Mall C Stairs shall mean those certain stairs at the northwestern end of Mall C, the approximate location of which is shown on Exhibit A-1, attached hereto and made a part hereof. Operating Agreement shall have the meaning set forth in the Recitals. Paved Area shall mean that portion of the Access Road used and to be used by pedestrians walking between the Mall C Stairs and the City Bridge, the approximate location of which is shown on Exhibit A-1, attached hereto and made a part hereof. Pedestrian Walkway shall mean, collectively, the Temporary Lane (during the Construction Phase only), the Mall C Stairs and the Paved Area. For the avoidance of doubt, the Pedestrian Walkway does not include the Access Road (other than that portion that makes up the Paved Area) or the City Bridge. Professional Football Games shall mean all games played by the Cleveland Browns or any other National Football League team at Browns Stadium, whether exhibition, pre-season, regular season or playoff games. Stadium Events shall mean events conducted at Browns Stadium, excluding all Professional Football Games. Stadium Lease shall have the meaning set forth in the Recitals. Stairway Gate shall mean a temporary security and safety gate at the southern end of the Mall C Stairs, the approximate location of which is shown on Exhibit A-2, attached hereto and made a part hereof. Substantial Completion shall mean the completion of the Facility (including the Mall C improvements) to the extent that: (a) the Facility (including the Mall C improvements) can be legally occupied and operated, (b) all applicable occupancy permits have been issued, including a temporary or final (as the case may be) certificate of occupancy and other certificates from applicable governmental authorities necessary to occupy and operate the Facility (including the Mall C improvements) for their intended purposes, (c) the principal design architect for the Facility has delivered a substantial completion certificate to Developer and the County stating that the construction of the Facility (including the Mall C improvements) has been substantially completed subject only to punch list items listed in the substantial completion certificate, and (d) the County has approved the substantial completion certificate. Temporary Lane shall mean a temporary, limited-access pedestrian lane not less than twenty (20) feet in width connecting the sidewalk on the south side of Lakeside Avenue across Mall C to the top of the Mall C Stairs, the approximate location of which is shown on Exhibit A- 1, attached hereto and made a part hereof. -3-

4 West 3 rd Gate shall mean a security and safety gate at the western terminus of the Access Road near West 3 rd Street, the approximate location of which is shown on Exhibit A-2, attached hereto and made a part hereof. 1.2 Context. As the context of this Agreement may require, terms in the singular shall include the plural (and vice versa) and the use of the feminine, masculine or neuter genders shall include each other. Wherever the word including or any variation thereof is used herein, it shall mean including, without limitation, and shall be construed as a term of illustration, not a term of limitation. ARTICLE 2 CONSTRUCTION PHASE OF THE FACILITY 2.1 During the Construction Phase, as part of its construction obligations under the CAA, Developer shall, or shall cause Design-Builder, to (a) maintain the Mall C Stairs, (b) provide interim grades to connect the Mall C Stairs to the Paved Area and the Temporary Lane, and (c) cause the Mall C Stairs to be reconfigured at the top and bottom to meet the new grades that are to be established at or prior to Substantial Completion. All work under this Section 2.1 shall be done in a good and workmanlike manner in accordance with all applicable laws. All work with respect to the Mall C Stairs shall be performed to the standards set forth in drawings and specifications approved by Developer, the County and the City. The reconfiguration of the Mall C Stairs is part of the "Mall Improvements" contemplated by the Easement Agreement. 2.2 As part of its construction obligations under the CAA, Developer shall, or shall cause Design-Builder to, design and construct the Temporary Lane. The Temporary Lane shall be completed on or before July 31, The Temporary Lane shall be available to pedestrian traffic only during the Construction Phase and only during such times during the Construction Phase as the Stairway Gate and the Bridge Gates are required to be open pursuant to Section 2.7 hereof. The surface of the Temporary Lane shall be of asphalt or other material as to accommodate the expeditious removal of snow and ice. The Developer shall, or cause the Design-Builder to, install fencing on either side of the Temporary Lane when it is open to pedestrian travel so as to keep pedestrian traffic within the Temporary Lane. 2.3 As part of its construction obligations under the CAA, Developer shall, or shall cause Design-Builder to, install the Gates. The Gates shall be completed on or before July 31, The Gates will be furnished and installed as part of the approval and permitting process associated with the street and sidewalk obstruction permit. Immediately prior to the Substantial Completion of the Facility, Developer shall, or shall cause Design-Builder to, remove the Stairway Gate, the Construction Access Gates and the Bridge Gates, as such gates will not be needed upon completion of the Construction Phase. The County and the City hereby grant to Developer and Design-Builder the right and license to enter upon such portions of land owned by the County and the City as are reasonably necessary to install, maintain, repair or operate the Gates. There shall be no other public access to the Temporary Lane other than through the Gates. -4-

5 2.4 Only during the Construction Phase and only during such times during the Construction Phase as the Stairway Gate and the Bridge Gates are open, including without limitation during Event Hours as required under this Agreement, Developer shall be responsible to provide security and maintenance, including snow removal, on the Pedestrian Walkway. The drawings identified as Exhibits B-1 and B-2, attached hereto and made a part hereof, illustrate the configuration of the Gates under workday conditions and during Stadium Events. A description of the scope of work and "per event" cost for the security and maintenance is attached hereto as Exhibit C. The City shall be responsible for up to the first fifty thousand dollars ($50,000) of the foregoing costs during the Construction Phase, and the Browns shall be responsible for all such costs in excess of fifty thousand dollars ($50,000). All payments required by this Section shall be made within 30 days after receipt of an invoice from the Developer setting forth the respective costs to be paid by the City or the Browns, as the case may be. 2.5 During the Construction Phase, the City shall provide and pay for all of the costs and expenses for security and maintenance, including snow removal, of the City Bridge as provided in the Stadium Lease; provided that at all times the County and the Developer shall allow City personnel reasonable access to the City Bridge through the Bridge Gates to enable such personnel to provide for such security and maintenance. 2.6 During the Construction Phase, the County and Developer agree to provide reasonable access to the City through the Bridge Gates to the City Bridge for the City to perform its responsibilities with respect to the City Bridge under the Stadium Lease. 2.7 During the Construction Phase and except as provided in Section 2.6 hereof, the Stairway Gate and the Bridge Gates shall be closed and the West 3 rd Gate and Construction Access Gates will be open as needed by Developer or Design-Builder, except during Event Hours for all Stadium Events and all Professional Football Games when the Stairway Gate and the Bridge Gates will be opened and the West 3 rd Gate and Construction Access Gates will be closed. During the Construction Phase, the Browns shall notify the City, the County and Developer of future Stadium Events as soon as practicable, but in any event prior to sixty (60) days before any Stadium Event; provided, however, if the Browns provide less than sixty (60) days notification, such event will be accommodated as a Stadium Event hereunder to the extent Developer s construction schedule reasonably permits. There is no requirement to notify the City, the County or the Developer with respect to (i) Professional Football Games; and (ii) those upcoming Stadium Events listed on Exhibit D attached hereto and made a part hereof. The parties to this Agreement hereby acknowledge and agree that notice has been given as to the Stadium Events listed on the attached Exhibit D and no further notice is required for these Stadium Events. Developer shall, or shall cause Design-Builder to, open the Stairway Gate and the Bridge Gates and close the West 3 rd Gate and Construction Access Gates during Event Hours for all Professional Football Games and Stadium Events, including without limitation the Stadium Events listed on the attached Exhibit D. Provided the appropriate notice has been delivered for Stadium Events, as required by this Section 2.7, Developer shall, or shall cause Design-Builder to, open the Stairway Gate and the Bridge Gates (and close the West 3 rd Gate and Construction Access Gates) before, during and after Stadium Events. Each Gate shall be open for such period of time to provide pedestrians with reasonable access to and from Browns Stadium before and after Stadium Events and Professional Football Games; provided that, each -5-

6 Gate shall be open, or closed, as applicable, at all times during Event Hours for such Professional Football Games and Stadium Events; provided further that, by not less than seven (7) days prior written notice to the City, the County and Developer, the Browns, in their discretion, may shorten or extend the Event Hours. If the Browns elect to extend the Event Hours, then the City or the Browns, as the case may be, shall pay the additional hourly rate for such extended time period as set forth on Exhibit C, and in accordance with Section The West 3 rd Gate will be operated and controlled by Developer or Design- Builder during the Construction Phase, and will be opened as necessary to permit access to the Facility by contractors, suppliers and other persons or entities involved in the development, design and construction of the Facility. There shall be no general public access through the West 3 rd Gate. 2.9 During the Construction Phase, the County shall cause Developer and Developer shall, or shall cause Design-Builder to, procure and maintain in full force and effect all insurance required under the Easement Agreement, including insurance with respect to the Pedestrian Walkway. The following Browns entities shall be added as an additional insured to any such policy covering the Pedestrian Walkway: Cleveland Browns Holdings LLC, Cleveland Browns Football Company LLC, Cleveland Browns Stadium Company LLC, and Cleveland Browns Transportation LLC. A true and correct copy of the certificate of insurance reflecting such insurance as of the date hereof has been provided to the City and Browns prior to the execution of this Agreement The arrangements contemplated by Sections 2.3 through 2.9 hereof are anticipated to be needed through July 1, If any of the Temporary Lane, the Stairway Gate or the Bridge Gates are necessary to accommodate any Stadium Event or Professional Football Game held after July 1, 2013, then, prior to August 1, 2013, the parties hereto shall in good faith negotiate and mutually agree upon the appropriate level of maintenance and security needed and the corresponding fixed cost, on a "per event" basis, for providing such services; provided, however, that the City s responsibility to pay up to $50,000 under Section 2.4 shall not be increased. ARTICLE 3 MAINTENANCE OF PEDESTRIAN ACCESS FOLLOWING SUBSTANTIAL COMPLETION OF FACILITY 3.1 Commencing upon Substantial Completion of the Facility, the City shall: a. Maintain, and pay the costs and expenses of such maintenance for, the access route across Mall C to the Mall C Stairs and the Mall C Stairs pursuant to the Easement Agreement; and b. Maintain, and pay the costs and expenses of such maintenance for, the City Bridge pursuant to the Stadium Lease. 3.2 Commencing upon Substantial Completion of the Facility, the County shall, or cause the Operator to, maintain, and pay the costs and expenses of such maintenance for, the -6-

7 Paved Area in a safe and prudent manner in accordance with the traffic control plan agreed to pursuant to Section 3.3 hereof. 3.3 Prior to the Substantial Completion of the Facility, the parties to this Agreement shall cooperate in good faith to develop a mutually acceptable traffic control plan for the management of delivery traffic to the loading docks of the Facility and regular pedestrian travel across the Paved Area, which plan will be implemented upon the Substantial Completion of the Facility. The traffic control plan shall consider, among other measures, the installation and operation of a gate adjacent to the northeast corner of the Huntington Park Garage (running north across the Access Road and perpendicular to the Huntington Park Garage) in order to accommodate pedestrian travel over the Paved Area, including pedestrian travel during Stadium Events and Professional Football Games through the Huntington Park Garage exit gate along the east wall of Huntington Park Garage. The County shall, or shall cause the Operator to, pay the costs and expenses of preparing the traffic control plan, provided, however, that the City and the Browns shall be responsible for the costs and expense they incur in reviewing the traffic control plan, including any consultants that they may engage directly. The traffic control plan shall require the County, or the Operator, to monitor and direct pedestrian travel across the Paved Area during deliveries to the Facility, and shall require the City to monitor and direct pedestrian travel across the Paved Area during Event Hours for all Professional Football Games and the Stadium Events. The parties acknowledge and agree that a goal of the traffic control plan is to minimize the amount of disruption to pedestrian travel across the Paved Area, allowing as much access to and from Browns Stadium and the lakefront as is practicable, recognizing that delivery access by trucks coming to and from the loading docks located within the Facility must also occur across a portion of the Paved Area to be used by pedestrians. Upon Substantial Completion of the Facility, and subject to the foregoing, the City Bridge, Mall C Stairs and the Paved Area shall be reopened. 3.4 Commencing upon Substantial Completion of the Facility, the West 3 rd Gate will be operated and controlled by Operator in a manner that allows City deliveries through the Facility in accordance with Section 4.2 of the Joint Facility Agreement. There shall be no general public access through the West 3 rd Gate. 3.5 All obligations of Design-Builder with respect to the Pedestrian Walkway, the Gates and the City Bridge shall cease as of Substantial Completion of the Facility. ARTICLE 4 LIMITATION OF LIABILITY; INSURANCE 4.1 No covenant, obligation or agreement under this Agreement shall be deemed to be a covenant, obligation or agreement of any member or manager of the County, City, Browns, Developer or Operator other than in such capacity as member or manager, and neither any member, manager, affiliate or agent of the County, City, Browns, Developer or Operator (or any member, manager, partner, officer, director, employee or shareholder of any such member, manager, affiliate or agent) nor any individual person executing this Agreement on behalf of the County, City, Browns, Developer or Operator shall be liable for or by reason of the covenants, -7-

8 obligations or agreements of the County, City, Browns, Developer or Operator contained in this Agreement. 4.2 After Substantial Completion of the Facility, (a) the terms of the Easement Agreement shall govern the relationship between the City and the County with respect to Mall C and the Mall C Stairs, (b) the terms of the Stadium Lease shall govern the relationship between the Browns and the City with respect to the walkway extending from Mall C and over the City Bridge, and (c) the County shall, or the County shall cause the Developer or Operator to, procure and maintain in full force and effect a policy of commercial general liability insurance covering any damage or injury occurring on any portion of the Paved Area. The limits of such insurance shall be in accordance with applicable commercial standards from time to time, and shall be subject to the waiver of subrogation provisions set forth in Section 10.2 of the Easement Agreement. If the County no longer utilizes a third party operator to operate the Facility, then the County, as a political subdivision, may self-insure so long as any program of self-insurance is maintained in accordance with all requirements of applicable law. ARTICLE 5 MISCELLANEOUS 5.1 Successors and Assigns. Any party hereto may assign its rights and obligations under this Agreement in connection with a transfer of such party's interest in any land or property covered by this Agreement, and any party that so transfers its interest shall be released from the duties set forth herein to the extent of the interest transferred; provided, however, that no such transfer shall relieve any party of liability for any breach of the terms, provisions or conditions of this Agreement occurring prior to such transfer, and the transferor shall be personally liable for money damages resulting from any breach of the terms, provisions or conditions of this Agreement occurring prior to such transfer. The transferee in any such transaction shall be deemed to have automatically assumed all provisions of this Agreement that the transferor was theretofore obligated to perform (accruing after transfer) with respect to the applicable land or property transferred, and such transferee shall, upon request from any other party hereto, execute an instrument that is legally sufficient to evidence such assumption. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. Without limitation or by the foregoing provisions of this Section 5.1, if at any time Cleveland MMCC LLC is no longer the operator of the Facility, then the County (or its designee) shall be responsible for fulfilling the obligations of the Operator under this Agreement. 5.2 Amendment. No alteration, amendment or modification of this Agreement shall be valid unless set forth in an instrument in writing executed by the parties hereto. 5.3 Governing Law. This Agreement shall be governed exclusively by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions that would cause the application of the laws of another jurisdiction. -8-

9 5.4 Exhibits. All exhibits (including all attachments to such exhibits) referenced in this Agreement are hereby incorporated into this Agreement by such reference as though fully rewritten and are deemed to be an integral part of this Agreement. 5.5 Severability. If any section, provision in this Agreement or any portion thereof shall be invalid or unenforceable for any reason, such invalidity or lack of enforceability shall not affect the validity or enforceability of any other section, provision or portion thereof. To the extent an interpretation of a section, provision or a portion thereof can be made which will make it valid or enforceable, the parties agree that the interpretation making it valid or enforceable should be chosen. 5.6 Captions. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. 5.7 Further Assurances. The parties shall each execute, acknowledge and deliver, after the date hereof, without additional consideration, such further assurances, instruments and documents, and shall take such further actions, as the parties shall reasonably request of the other in order to fulfill the intent of this Agreement and the transactions contemplated hereby. 5.8 Counterparts. This Agreement may be signed in several counterparts, each of which shall be an original but all of which shall constitute but one and the same instrument. 5.9 This Agreement. The words "herein," "hereof," "hereunder," "hereby," "this Agreement" and other similar references shall be construed to mean and include this Agreement and all amendments hereof and supplements hereto unless the context clearly indicates or requires otherwise Language. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, this Agreement shall be interpreted to achieve the intents and purposes of the parties, without any presumption against the party responsible for drafting any part of this Agreement Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. Any prior correspondence, memoranda or agreements are superseded in their entirety by this Agreement. Notwithstanding the foregoing, (i) the City and the Browns agree that nothing in this Agreement shall amend or modify in any manner the terms of the Stadium Lease, and in the event of any conflict between this Agreement and the Stadium Lease, the Stadium Lease shall govern the agreement between the City and the Browns with respect to the subject matter thereof; (ii) the County and the City agree that nothing in this Agreement shall amend or modify in any manner the terms of the Easement Agreement, and in the event of any conflict between this Agreement and the Easement Agreement, the Easement Agreement shall govern the agreement between the City and the County with respect -9-

10 to the subject matter thereof; and (iii) the County, the City and the Operator agree that nothing in this Agreement shall amend or modify in any manner the terms of the Joint Facility Agreement, and in the event of any conflict between this Agreement and the Joint Facility Agreement, the Joint Facility Agreement shall govern the agreement between the City, the County and the Operator with respect to the subject matter thereof Notices. All notices and demands herein required shall be in writing and shall be deemed properly given if sent by (i) registered or certified mail, return receipt requested or (ii) by national overnight delivery service. Each Owner may change the address to which notices to it are to be sent by written notice to the other parties. Every notice and demand shall be deemed to have been given three (3) days after it shall have been deposited by registered or certified mail, properly addressed as aforesaid, postage prepaid, in the United States Mail or when delivered by national overnight delivery service. Any notices shall be addressed to the parties at the addresses below: To the County: To the City: Cuyahoga County Administrator 1219 Ontario Street, 4th Floor Cleveland, OH With copies to: Cuyahoga County Prosecutor's Office Chief of the Civil Division 1200 Ontario Street, 8th Floor Cleveland, OH The City of Cleveland Attn: Office of the Mayor Cleveland City Hall 601 Lakeside Avenue, Room 202 Cleveland, Ohio Fax: (216) With copies to: City of Cleveland, Parks, Recreation and Properties Attn: Director 500 Lakeside Avenue Cleveland, Ohio Fax: (216) and -10-

11 City of Cleveland, Law Department Attn: Director of Law 601 Lakeside Avenue, Room 106 Cleveland, Ohio Fax: (216) To the Developer and Operator: MMPI Cleveland Development LLC c/o Merchandise Mart Properties, Inc. 222 Merchandise Mart Plaza, Suite 470 Chicago, IL Attention: Mark Falanga, Senior Vice President Facsimile: (312) with copies to: Merchandise Mart Properties, Inc. 222 Merchandise Mart Plaza, Suite 470 Chicago, IL Attention: Legal Department Facsimile: (312) Drinker Biddle & Reath LLP 191 N. Wacker Drive, Suite 3700 Chicago, IL Attention: Michael F. Csar, Esq. Facsimile: (312) To the Browns: Cleveland Browns Stadium Company LLC 76 Lou Groza Boulevard Berea, Ohio Attention: Mark Schiefelbein, V.P., Football Operations Facsimile: (440) with a copy to: Cleveland Browns Stadium Company LLC 76 Lou Groza Boulevard Berea, Ohio Attention: Frederick R. Nance, Esq., General Counsel Facsimile: (440) [Signature page follows] -11-

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16 EXHIBIT A-1 Drawings Showing the Approximate Locations of the Temporary Lane, Mall C Stairs, Paved Area and the City Bridge See attached. A-1

17 EXIT GATE > HUNTINGTON PARK GARAGE

18 Exhibit A-2 Gates and Fencing Configuration See attached. A-2

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20 EXHIBIT B-1 Drawing Showing Gate Configuration During Workday Conditions See attached. B-1

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22 EXHIBIT B-2 Drawing Showing Gate Configuration During Stadium Events See attached. B-2

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24 Exhibit C Event Hours Maintenance and Security Costs 1. Event Hours Scope of Work: The scope of work consists of performing the County and Developer s (but not the City's) obligations under Sections 2.4, 2.5, 2.6 and 2.7. Maintenance includes setting up (and opening and closing) the Gates in accordance with this Agreement and keeping the Pedestrian Walkway clear of leaves, debris and snow during Event Hours. Personnel includes 2 unarmed guards for security, 2 laborers to provide the Pedestrian Walkway maintenance and Gate set up/opening and closing, and a carpenter foreman to supervise the 2 laborers and to provide direction to the 2 security guards. 2. Cost: Maintenance and security as described above shall be provided at each Stadium Event and Professional Football Game for the following fixed "per event" unit cost: (a) during fiscal year 2011 (July 1, 2011 to June 30, 2012), $2,875 per event, and (b) during fiscal year 2012 (July 1, 2012 to June 30, 2013), $3,100 per event. The fixed "per event" unit cost assumes 9 hours per event. If the Browns elect to extend Event Hours as set forth in Section 2.7, then the cost shall be $325 per hour for each event hour in excess of 9. If the Browns elect to shorten the Event Hours as set forth in Section 2.7, then the Browns or the City, as the case may be, shall receive a credit at the end of fiscal year 2011 and fiscal year 2012, respectively, which credit shall be equal to $325 multiplied by the total Event Hours for any Stadium Event and Professional Football Game that were under 9 hours. C-1

25 Exhibit D Currently Booked Stadium Events In addition to the Professional Football Games ( as defined in the Pedestrian Access Agreement) the following Stadium Events are scheduled and planned to be held at Browns Stadium. STADIUM EVENTS Date Event Time August 6, 2011 Family Day 2:00 pm August 27, 2011 Charity Game 2:00 pm & 7:00 pm September 10, 2011 Cleveland Classic 12:00 noon D-1