Soccer Training and Facilities Lease Agreement (J. Pope 4/15 redline) (01483953-2).DOC

SOCCER TRAINING FACILITY AGREEMENT AND LAND LEASE

BETWEEN

THE CITY OF PALM COAST

as Landlord

AND

PLAYER DEVELOPMENT ACADEMY FLORIDA, INC,

A Florida Not-for-Profit Corporation

as Tenant

Dated: May ____, 2013

SOCCER TRAINING FACILITY AGREEMENT AND LAND LEASE

THIS SOCCER TRAINING FACILITY AGREEMENT AND LAND LEASE

("Lease") is made as of the _____ day of May, 2013 ("Date of Lease"), by and between the

CITY OF PALM COAST, a Florida municipal corporation, ("Landlord"), and PLAYER

DEVELOPMENT ACADEMY FLORIDA, INC., a Florida not-for-profit corporation

("Tenant").

WHEREAS, the parties acknowledge that attracting sports training and tournaments to

the city of Palm Coast is a key initiative in the Landlord’s economic development strategy; and

WHEREAS, Tenant desires to expand its youth soccer program and training facility to

the city of Palm Coast; and

WHEREAS, to facilitate the expansion of Tenant’s program and training facility, the

Landlord desires to lease land to the Tenant in furtherance of the aforementioned economic

development strategy, and Tenant desires to accept that lease under the following terms and

conditions:

I. BASIC LEASE PROVISIONS/DEFINITIONS

1.1 Premises. A parcel of land lying along U.S. Highway No. 1 containing 65.17 acres,

more or less, and more specifically legally described on Exhibit “A” attached hereto and made a

part hereof.

1.2 Project. The future soccer training facility to be permitted, constructed and

operated by Tenant on the Premises consisting of a minimum of five (5) soccer fields and

ancillary facilities (e.g., concession stands, bleachers, restrooms, a headquarters building with

meeting space, related soccer training, storage and maintenance facilities, and a pump house), in

accordance with this Lease. The soccer fields and the aforementioned ancillary facilities may be

permitted and constructed in phases in accordance with plans approved by applicable regulatory

agencies. However, the Project shall not be deemed complete until such time as five (5) soccer

fields have been fully constructed and deemed usable by the City of Palm Coast in accordance

with applicable law.

1.3 Permitted Use. Tenant may exclusively use the Premises, subject to and in

accordance with the terms, covenants and conditions set forth in this Lease, and applicable

governmental regulations, restrictions and permitting, solely for a soccer training facility and uses

incidental thereto and the supplemental recreational activities and programs required under

paragraph 2.4 of this Lease.

1.4 Commencement Date. The commencement date shall be the date on which the last

party to this Lease fully executes this Lease.

1.5 Expiration Date. Unless this Lease is sooner terminated in accordance with the

terms and conditions in this Lease, the day before the twenty-five (25) year anniversary of the

Commencement Date, provided, however, that if said date is not the last day of a calendar month,

then the Expiration Date shall be the last day of the calendar month in which such date occurs.

1.6 Initial Term. Approximately twenty-five (25) years, beginning on the

Commencement Date and expiring on the Initial Expiration Date.

1.7 Basic Rent. There shall not be any rental payments due under this Lease until such

time the required soccer fields are fully constructed and deemed usable pursuant to law. At such

time said soccer field(s) are constructed and deemed usable, the rental payment shall be ten

thousand dollars ($10,000.00) per year (exclusive of applicable State Sales Tax and other Taxes),

payable in quarterly installments. At each 5

anniversary of the Commencement Date, the annual

rental payment shall be increased by three percent (3%) unless otherwise agreed to by the

Landlord in writing. In lieu of the annual rental payment, Tenant may hold significant special

events (soccer tournaments, soccer camps, or other similar events) on the Premises that generate

confirmed hotel bookings within a 20 mile radius of the Premises of at least two hundred (200)

room nights on an annually basis. Only one hundred (100) room nights shall be required for 2014

in order to meet this requirement that year.

1.8 Lease Year. Each consecutive 12 month period elapsing after: (i) the

Commencement Date if the Commencement Date occurs on the first day of a month; or (ii) the

first day of the month following the Commencement Date if the Commencement Date does not

occur on the first day of a month. Notwithstanding the foregoing, the first Lease Year shall

include the additional days, if any, between the Commencement Date and the first day of the

month following the Commencement Date, in the event the Commencement Date does not occur

on the first day of a month.

1.9 Calendar Year. For the purpose of this Lease, Calendar Year shall be a period of

12 months commencing on each January 1 during the Term, except that the first Calendar Year

shall be that period from and including the Commencement Date through December 31 of that

same year, and the last Calendar Year shall be that period from and including the last January 1 of

the Term through the earlier of the Expiration Date or the date of Lease termination.

1.10 City Permit and Impact Fees. In consideration of this Lease and as an economic

development incentive, Landlord agrees to pay on Tenant’s behalf any City of Palm Coast impact

or permit fees related to the Premises during the term of this Lease.

1.11 Landlord's Notice Address.

City of Palm Coast

Attn: City Manager

160 Cypress Pointe Pkwy, Suite B106

Palm Coast, Florida 32164-8436

(386) 986-3700

With a copy to:

Brown, Garganese, Weiss & D’Agresta, PA

Attn: Anthony A. Garganese, Esquire

111 N. Orange Avenue, Suite 2000

Orlando, Florida 32801

(407) 425-9566

1.12 Tenant's Notice Address.

Player Development Academy Florida, Inc.

Attn: Tom Anderson

_____________________________

( ) -

With a copy to:

Cobb Cole

Attn: Joshua J. Pope, Esquire

351 E. New York Avenue, Suite 200

DeLand, Florida 32724

(386) 736-7700

The aforementioned notice instructions may be changed by either party at any time by

providing written notice to the other party.

II. PREMISES

2.1 Lease of Premises. In consideration of the agreements contained herein, Landlord

hereby leases the Premises to Tenant for the Permitted Use, and Tenant hereby leases the Premises

from Landlord, for the Term and upon the condition that Tenant comply with the terms and

conditions set forth in this Lease. The Lease and Tenant’s exclusive use of and access to the

Premises is subject to any prior restrictive covenants, easements and encumbrances that may exist

on the Premises. The Landlord shall maintain the existing frontage park along US Highway 1.

2.2 Landlord's General Reservations. Provided Tenant's exclusive use of and access to

the Premises is not (in Tenant's reasonable discretion) adversely affected, Landlord reserves the

right from time to time to, in a timely manner and using all diligence: (i) install, use, maintain,

repair, replace and relocate any utility infrastructure owned or maintained by the City of Palm

Coast; (ii) use the soccer fields and ancillary equipment/facilities up to four (4) events per year

(up to four days per event) with one year advance written notice to Tenant so long as the dates and

times of the Landlord’s use does not conflict with a tournament previously scheduled by Tenant

and at the time of said event, Tenant determines (in Tenant's professional judgment) that the

weather and playing field conditions are reasonably acceptable for conducting the event; (iii) use

the soccer fields and ancillary facilities for additional dates and times provided the Tenant, at its

sole and reasonable discretion, approves of the additional use of the soccer fields and related

ancillary equipment/facilities; and (iv) to grant easements, licenses and permission to utilities

providers for purposes of servicing the Premises and any buildings or structures thereon.

Landlord agrees that any such activities shall not result in a more intensive use of the Premises

than soccer related uses, and to promptly, and at the sole expense of Landlord, restore the

Premises to the condition that existed before each instance of use by Landlord or its agents.

Landlord agrees to maintain comprehensive liability insurance coverage for all of its activities

described above in such amounts. If Landlord permits a third party to host an event on the

Premises, the Landlord will require that the third party provide comprehensive liability insurance

coverage for all of its activities on the Property and with such insurer and coverage amounts as

reasonably approved by the Tenant. The third party will be required to list Tenant as additional

insured for all such insurance coverage and shall provide Tenant with written proof of said

coverage before commencing any of the activities permitted under this Lease. Tenant may, in its

sole discretion, cancel any event on the Premises due to inclement weather.

2.3 Landlord’s Police Powers Reservation. No provision contained herein shall be

interpreted or construed to prevent or interfere with the Landlord’s police powers. To the extent

deemed necessary, Landlord, at its sole discretion, reserves the right to exercise its police powers

to suspend or prohibit the use of the soccer fields and related ancillary facilities in furtherance of

the general public health, safety, and welfare.

2.4 Supplemental City Recreational Activities. In addition to the Permitted Uses,

Tenant agrees to offer during each year under this Lease additional public recreational activities

and programs on the Premises as a supplemental recreational option for the citizens of Palm

Coast. Said activities and programs shall be mutually agreeable to Landlord and Tenant and

shall be coordinated with the City’s Parks and Recreations Department and shall not interfere

with Tenant's exclusive use of the Premises.

2.5 PDA Soccer Recreational Program - Existing City Facilities. The parties agree

that (with reasonable prior notice to, and approval by, the City for field use) that Tenant may run

a recreational soccer program on other existing City facilities/soccer fields and may be able to

hold soccer tournaments on those facilities/fields. If the aforesaid field use is approved by the

City, the terms and conditions of this arrangement shall be memorialized in a separate agreement

between the parties.

III. TERM AND PURCHASE OPTION

3.1 Commencement Date. The Term shall commence on the Commencement Date

and expire at midnight on the Expiration Date.

3.2 Automatic Termination. If the Tenant, despite diligent efforts, fails to

substantially complete construction of the Project within two (2) years of the Commencement

Date, this Lease shall automatically be deemed terminated, unless Landlord agrees, in writing, to

provide Tenant additional time to complete construction. If Tenant has shown good faith

diligent efforts to complete construction, but despite matters beyond its control, has been unable

to complete the same by said deadline, Landlord shall grant a reasonable extension of said

deadline so that Tenant may diligently pursue the same to completion.

3.3 Extensions. This Lease may be extended for successive additional terms of five

(5) years each by mutual written agreement of the parties (the "Renewal Terms"). Tenant may

provide Landlord with written notice of its desire to extend no sooner than one (1) year, or later

than ninety (90) days, prior to the expiration of the then current Term or applicable Renewal

Term. All terms and conditions of the Initial Term shall apply equally to any Renewal Term.

3.4 Purchase Option. Landlord hereby grants Tenant a limited, irrevocable option to

purchase the Premises under the following terms and conditions:

(A) During the last six (6) months of the term of the Initial Term of this Lease (or at

any time during the Renewal Terms) (collectively, the "Option Period"), Tenant shall have the

right to exercise an option (the "Option") to purchase the Premises including any buildings and

structures thereon at a purchase price which is determined to be the fair market value based upon

a written real estate appraisal prepared by a duly licensed Florida property appraiser selected by

the Landlord and Tenant by mutual written agreement. The purchase price shall be reduced by

the appraised fair market value of any buildings or structures permitted and constructed by

Tenant, at Tenant’s expense, during the term of this Lease.

(B) Any default in the Lease, if not remedied after the applicable notice and cure

period, shall automatically be a default of the Option which shall then be null and void.

Termination of the Lease shall automatically constitute a termination of the Option.

Landlord written notice and delivering to Landlord an earnest money deposit of Fifteen

Thousand Dollars ($15,000.00) to be held by a mutually agreed upon escrow agent. Provided the

Lease is not in default, any rents due under this Lease shall be prorated up to the date of closing.

(D) If this Option is exercised, Tenant shall pay for the State Documentary Stamps on

the Deed and evidence of title in the form of a title insurance policy. Tenant shall pay for

recording the deed, mortgage, documentary stamps and intangible tax on the mortgage. Should

Tenant desire a survey or any other due diligence inspection of the Premises, they shall pay for

same.

(E) Within twenty (20) days after notice of exercise of this Option, Landlord shall

obtain evidence of title in the form of a title insurance commitment issued by a national title

insurer, agreeing to issue to the Tenant upon the recording of the deed hereafter mentioned, a

title insurance policy in the amount of the purchase price insuring Tenant title to the Premises,

excepting only taxes and assessments for the current year, any state of facts an accurate survey

would show, such standard conditions and exceptions as usually are printed in policies issued by

that title insurer, and such easements of record. Closing shall occur within ten (10) days of

delivery of said title insurance binder unless otherwise agreed by the parties in writing.

(F) If the evidence of title shall not meet the requirements above specified, and the

Tenant shall so notify the Landlord in writing within ten (10) days after delivery, specifying the

defects, the Landlord shall have 60 days after receipt of that notice to cure the defects, and will in

good faith exercise due diligence to do so. If the defects are cured within that time, the Tenant

shall have ten (10) days after the curing thereof to close.

(G) At closing, the Landlord will promptly execute and deliver to the Tenant a

General Warranty Deed conveying the fee simple title to the Premises, subject to a binding deed

covenant that the Premises shall only be used for recreational purposes unless the covenant is

otherwise released at the sole discretion of the City Council of the City of Palm Coast.

(H) Upon failure of Tenant to exercise this Option on or before the end of the Option

Period, this Option shall be deemed null and void

(I) The Landlord and Tenant shall split the cost of the appraisal.

(J) The Tenant and Landlord shall each have the right to challenge the appraised

value set forth in the appraisal required by subparagraph (A) by providing the other party written

notice of challenge within ten (10) days of the appraisal being delivered to the parties. Any party

challenging the appraisal shall then obtain another appraisal at its sole cost under the same

requirements as above. If any challenger appraisal has a discrepancy that is 25% higher or lower

than the first appraisal, the purchase price shall be the average of the first appraisal and any

challenger appraisal having a discrepancy of 25% or more. Absent a challenge or a challenger

appraisal having a discrepancy of 25% or more, the appraised value in the first appraisal shall be

deemed the purchase price.

IV. RENT, EXPENSES AND OTHER FEES

4.1 Basic Rent. Rent shall be as provided in Section 1.7.

4.2 Operating Expenses. and Real Estate Tax Rental. Tenant shall have full and

exclusive control of the Premises and the operation of the soccer fields and training facility

constructed thereon. As such, Tenant shall have full responsibility for all operational expenses

required to safely operate and maintain the Premises as a first class soccer training facility

including, but not limited to, lawn maintenance of the fields, stripping the fields, utility expenses,

pest control, refuse service, janitorial services, and any other expenses, costs, and disbursements

in connection with the maintenance, management and operation of the Project. Tenant shall also

be fully responsible for any Real Estate and Business Receipt Taxes imposed on the Premises as a

result of this Lease, if any. Real Estate Taxes shall be defined as (i) all real property taxes and

assessments levied by any public authority against the Project; (ii) all personal property taxes

levied by any public authority on personal property of Tenant used in the management, operation,

maintenance and repair of the Project, (iii) all taxes, assessments and reassessments of every kind

and nature whatsoever levied or assessed in lieu of or in substitution for existing or additional real

or personal property taxes and assessments on the Project, or (iv) amounts necessary to be

expended because of governmental orders, whether general or special, ordinary or extraordinary,

unforeseen as well as foreseen, of any kind and nature for public improvements, services, benefits

or any other purposes which are assessed, levied, confirmed, imposed or become a lien upon the

Premises or Project or become payable during the Term. If Tenant claims that they are exempt

from Real Estate Taxes, Landlord agrees to cooperate with Tenant’s efforts to seek any and all

applicable exemptions from said taxes due to its non-profit status.

City Impact or Permit Fees. See Paragraph 1.10 of this Lease.

V. USE AND REQUIREMENTS OF LAW

5.1 Use. The Premises will be used only for the Permitted Use. Further, the Project

shall be maintained in accordance with the duly written and adopted standards of the City of Palm

Coast and the soccer playing fields shall be maintained at all times, unless the field(s) are under

bona fide repair or maintenance, in good playing condition in a manner consistent with or better

than the standards of similarly situated playing fields maintained by the City of Palm Coast. In

addition, Tenant and any of Tenant’s Agents will not: (i) do or permit to be done in or about the

Premises, nor bring to, keep or permit to be brought or kept in the Premises, anything which is

prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or

regulation which is now in force or which may be enacted or promulgated after the

Commencement Date of Lease; (ii) do or permit anything to be done in or about the Premises

which will in any way obstruct or interfere with the rights of Landlord under this Lease; (iii) do or

permit anything to be done in or about the Premises which is dangerous to persons or property; or

(iv) cause, maintain or permit any nuisance in, on or about the Premises or commit or allow to be

committed any waste in, on or about the Premises. At its sole cost and expense, Tenant will

promptly comply with: (a) all laws, statutes, ordinances and governmental rules, regulations or

requirements now in force or in force after the Commencement Date of the Lease regarding the

operation of Tenant’s Project and the use, condition, configuration and occupancy of the Premises;

(b) any certificate of occupancies or completion issued for any Building or structure and the

Premises; and (c) any recorded covenants, conditions and restrictions, if any, which affect the use,

condition, configuration and occupancy of the Premises.

5.2 Hazardous Materials. Tenant shall not bring or allow any of Tenant's Agents to

bring on the Premises or the Project, any asbestos, petroleum or petroleum products, used oil,

explosives, toxic materials or substances defined as hazardous wastes, hazardous materials or

hazardous substances under any federal, state or local law or regulation ("Hazardous Materials"),

except for routine office and janitorial supplies and field maintenance chemicals/fertilizers used

on the Premises and stored in the usual and customary manner and quantities, and in compliance

with all applicable environmental laws and regulations. Hazardous Materials shall not include

products commonly stored in vehicles so the vehicle may operate on the Premises according to

manufacturer’s specification including gasoline and transmission, brake, steering and other

vehicle fluids. In the event of any release of Hazardous Materials on, from, under or about the

Premises or the Project as the result of Tenant’s occupancy of the Premises, but which are not

caused in whole or in part by Landlord and/or Landlord's agents or assigns, Landlord shall have

the right, but not the obligation, to cause Tenant, at Tenant’s sole cost and expense, to clean up,

remove, remediate and repair any soil or groundwater contamination or other damage or

contamination in conformance with the requirements of applicable law. Landlord shall have the

right from time to time, but not the obligation, to enter upon the Premises to conduct such

inspections and undertake such sampling and testing activities as Landlord deems necessary or

desirable to determine whether Tenant is in compliance with this provision, so long as said

activities do not interfere with the Tenant's use or enjoyment of the Premises.

5.3 ADA Compliance. Notwithstanding any other statement in this Lease, the

following provisions shall govern the parties' compliance with the Americans With Disabilities

Act of 1990, as amended from time to time, Public Law 101-336; 42 U.S.C. §§12101, et seq. (the

foregoing, together with any similar state statute governing access for the disabled or handicapped

collectively referred to as the "ADA"):

(a) To the extent governmentally required as of the Commencement Date of

this Lease, Tenant shall be responsible for the cost of compliance with the ADA with respect to

any repairs, replacements or alterations to the Premises and completion of the Project and to any

Tenant improvements including, but not limited to, any Building or structure constructed

thereon.

VI. ASSIGNMENT AND SUBLETTING

This Lease shall not be assigned without the prior written consent of the Landlord.

VII. CONSTRUCTION OF TENANT IMPROVEMENTS; ALTERATIONS

7.1 Construction. Within five (5) business days after full execution of this Lease, the

Landlord shall make available to Tenant, for inspection and/or copying at Landlord’s City Hall,

true and correct copies of any and all documents in its possession and/or control pertaining to the

Premises, including, but not limited to, surveys, site plans, inspection reports, soil reports, plans,

specifications, engineering reports, drainage studies, environmental studies/reports, title policies,

title documents and feasibility studies. Landlord and Tenant agree that the construction of the

Project shall be in accordance with the plans and specifications mutually agreed to by the parties

and required by any governmental regulatory agency including, but not limited to, the City of

Palm Coast. Tenant shall be required to prepare and submit to Landlord for approval all plans and

specifications for the construction of the Project and the construction of any work to be performed

by Tenant shall be performed in accordance with all applicable law. Landlord shall have no

obligations whatsoever to construct any improvements to the Premises and Tenant accepts the

Premises "AS IS", "WHERE IS" and “WITH ANY AND ALL FAULTS”, and Landlord

neither makes nor has made any representations or warranties, express or implied, with

respect to the quality, suitability or fitness thereof of the Premises, or the condition or repair

thereof. Tenant taking possession of the Premises shall be conclusive evidence for all

purposes of Tenant's acceptance of the Premises in good order and satisfactory condition,

and in a state and condition satisfactory, acceptable and suitable for the Tenant's use

pursuant to this Lease.

7.2 Installing and Operating Tenant's Equipment. Without first obtaining the written

consent of Landlord, Tenant shall not construct, install or operate in the Premises (i) any

electrically operated equipment or other machinery, other than standard recreational and office

equipment that does not require wiring, cooling or other service in excess of Building standards;

(ii) any permanently affixed buildings or structures; or (iii) any equipment of any kind or nature

whatsoever which will result in modification of any designated wetland on the Premises

7.3 Alterations. Tenant shall not make or permit any permanent alterations, additions

or improvements of any kind or nature to the Premises or the Project, whether structural or

nonstructural, interior, exterior or otherwise ("Alterations") without the prior written consent of

Landlord. Landlord may impose any reasonable conditions to its consent, including, without

limitation: (i) prior approval of the plans and specifications and contractor(s) with respect to the

Alterations (provided that Landlord may designate specific contractors with respect to permanent

improvements); (ii) supervision by Landlord's representative of the Alterations; (iii) proof of

worker's compensation insurance and commercial general liability insurance in such amounts and

meeting such requirements as reasonably requested by Landlord; (iv) delivery to Landlord of

written and unconditional waivers of mechanic's and materialmen's liens as to the Project for all

work, labor and services to be performed and materials to be furnished, signed by all contractors,

subcontractors, materialmen and laborers participating in the Alterations; (v) delivery of permits,

certificates of occupancy, “as-built” plans, and equipment manuals; and (vi) any security for

performance or payment that is reasonably required by Landlord. The Alterations shall conform

to the requirements of federal, state and local governments having jurisdiction over the Premises,

including, without limitation, the ADA, the OSHA General Industry Standard (29 C.F.R. Section

1910.1001, et seq.), and the OSHA Construction Standard (29 C.F.R. Section 1926.1001, et seq.)

and shall be performed in accordance with the terms and provisions of this Lease and in a good

and workmanlike manner using material of a quality that is at least equal to the quality designated

by Landlord as the minimum standard for such Alterations. Landlord may designate reasonable

rules, regulations and procedures for the performance of work and, to the extent reasonably

necessary to avoid disruption to the surrounding neighborhood, shall have the right to designate

the time when Alterations may be performed. If the Alterations are not performed as herein

required after thirty (30) days from receipt by Tenant of written notice from Landlord, the

Landlord shall have the right, at Landlord's option, to halt any further Alterations, or to require

Tenant to perform the Alterations as herein required or to require Tenant to return the Premises to

its condition before such Alterations. All or any part of the Alterations (including, without

limitation, wiring and piping), whether made with or without the consent of Landlord, shall, at the

election of Landlord, either be removed by Tenant at its expense before the expiration of the Term

or shall remain upon the Premises and be surrendered therewith at the Expiration Date or earlier

termination of this Lease as the property of Landlord without disturbance, molestation or injury.

Landlord’s election shall be made at the time Landlord approves installation of such Alterations.

If Landlord requires the removal of all or part of the Alterations, Tenant, at its expense, shall

repair any damage to the Premises or the Project caused by such removal and restore the Premises

and the Project to its condition prior to the construction of such Alterations. If Tenant fails, after

thirty (30) days from the date Tenant receives written notice from Landlord and opportunity to

cure, to remove the Alterations upon Landlord's request and repair and restore the Premises and

Project, then Landlord may (but shall not be obligated to) remove, repair and restore the same and

the cost of such removal, repair and restoration together with any and all damages which

Landlord may suffer and sustain by reason of the failure of Tenant to remove, repair and restore

the same, shall be charged to Tenant and paid upon demand. Notwithstanding the foregoing,

Tenant may remove any trade fixtures, business equipment, personal property and furniture,

provided that Tenant repairs any damage to the Premises resulting from the removal of such items

and restores the Premises to its condition prior to the installation of such items, except as

otherwise agreed in writing by Landlord.

7.4 Mechanics' Liens.

(a) Tenant will pay or cause to be paid all costs and charges for: (i) work done

by Tenant or caused to be done by Tenant, in or to the Premises; and (ii) materials furnished for

or in connection with such work. Tenant will indemnify Landlord against and hold

Landlord, the Premises, and the Project free, clear and harmless of and from all mechanics'

liens and claims of liens, and all other liabilities, liens, claims, and demands on account of

such work by or on behalf of Tenant. If any such lien, at any time, is filed against the

Premises, or any part of the Project, Tenant will promptly cause such lien to be discharged of

record, except that if Tenant desires to contest such lien, it will furnish Landlord, within such 10-

day period, a bond or other security reasonably satisfactory to Landlord of at least 150% of the

amount of the claim. If a final judgment establishing the validity or existence of a lien for any

amount is entered, Tenant will immediately pay and satisfy the same. If Tenant fails to pay any

charge for which a mechanic's lien has been filed, and has not given Landlord a bond or other

security as described above, Landlord may, at its option, pay such charge and related costs and

interest, and the amount so paid, together with attorneys' fees incurred in connection with such

lien, will be immediately due from Tenant to Landlord as Additional Rent. If Tenant receives

notice that a lien has been or is about to be filed against the Premises or any part of the Project or

any action affecting title to the Project has been commenced on account of work done by or for

or materials furnished to or for Tenant, it will immediately give Landlord written notice of such

notice. At least 15 days prior to the commencement of any work (including, but not limited to,

any maintenance, repairs or Alteration) in or to the Premises, by or for Tenant, Tenant will give

Landlord written notice of the proposed work and the names and addresses of the persons

supplying labor and materials for the proposed work.

(b) NOTHING IN THIS LEASE SHALL BE DEEMED TO BE, OR

CONSTRUED IN ANY WAY AS CONSTITUTING, THE CONSENT OR REQUEST OF

LANDLORD, EXPRESSED OR IMPLIED, BY INFERENCE OR OTHERWISE, TO ANY

PERSON, FIRM OR CORPORATION FOR THE PERFORMANCE OF ANY LABOR OR THE

FURNISHING OF ANY MATERIALS FOR ANY CONSTRUCTION, REBUILDING,

ALTERATION OR REPAIR OF OR TO THE PREMISES OR ANY PART THEREOF, NOR AS

GIVING TENANT ANY RIGHT, POWER OR AUTHORITY TO CONTRACT FOR OR

PERMIT THE RENDERING OF ANY SERVICES OR THE FURNISHING OF ANY

MATERIALS WHICH MIGHT IN ANY WAY GIVE RISE TO THE RIGHT TO FILE ANY

LIEN AGAINST THE PREMISES, OR LANDLORD'S INTEREST THEREIN. TENANT

SHALL NOTIFY ANY CONTRACTOR PERFORMING ANY CONSTRUCTION WORK IN

THE PREMISES ON BEHALF OF TENANT THAT THIS LEASE SPECIFICALLY

PROVIDES THAT THE INTERESTS OF LANDLORD IN THE PREMISES SHALL NOT BE

SUBJECT TO LIENS FOR IMPROVEMENTS MADE BY TENANT, AND NO MECHANIC'S

LIEN OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES, MATERIALS, SUPPLIES,

MACHINERY, FIXTURES OR EQUIPMENT SHALL ATTACH TO OR AFFECT THE

ESTATE OR INTEREST OF LANDLORD IN PREMISES OR ANY PERMANENT

BUILDINGS OR STRUCTURE PERMITTED BY LANDLORD TO BE CONSTRUCTED

THEREON, OR ANY PORTION THEREOF. IN ADDITION, LANDLORD SHALL HAVE

THE RIGHT TO POST AND KEEP POSTED AT ALL TIMES ON THE PREMISES ANY

NOTICES THAT MAY BE REQUIRED OR ADVISABLE FOR THE PROTECTION OF

LANDLORD AND THE PREMISES AND ANY PERMANENT BUILDING OR STRUCTURE

PERMITTED BY LANDLORD TO BE CONSTRUCTED THEREIN FROM ANY SUCH

LIEN. TENANT AGREES TO PROMPTLY EXECUTE SUCH INSTRUMENTS IN

RECORDABLE FORM IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF

FLORIDA STATUTES, SECTION 713.10.

7.5 Fill Material. The Landlord currently has dirt stockpiled on Landlord’s other

property located within the City of Palm Coast. If requested by Tenant, Landlord will provide

and transport a minimum of 15,000 cubic yards and up to 20,000 cubic yards of the stockpiled

dirt, in “as is” condition to the Premises at no cost to Tenant in order to facilitate the construction

of the Project. Nothing in this section shall be construed to compel the Landlord to purchase dirt

or fill material in order to meet the commitments made herein.

7.6 Public Access Along the Existing Shell Trail. During the term of this Lease,

public access shall be preserved, without impediment or impairment by Tenant, over and along

the existing shell based trail on the Premises. Said existing trail runs from U.S. 1 Highway to

Belle Terre Parkway. Landlord shall maintain said trail in its sole and reasonable discretion.

Tenant may propose the relocation of the trail on the Premises in order to accommodate Tenant’s

Project described in paragraph 1.2 of this Lease. However, any relocation of the trail will require

prior approval of the Landlord and shall be at Tenant’s sole expense.

VIII. SIGNS

Tenant shall have the right to install outdoor signage subject to applicable laws,

ordinances and regulations and Landlord’s reasonable approval as to size, design, color, lighting,

and other specifications, and Tenant shall be responsible for the cost of fabricating and installing

such signage. If any prohibited sign, advertisement or notice is exhibited by Tenant, Landlord

shall have the right to remove the same, and Tenant shall pay upon demand any and all expenses

incurred by Landlord in such removal.

IX. RIGHT OF ENTRY

Tenant shall permit Landlord or its Agents to enter the Premises without charge therefor

to Landlord and without diminution of Rent or claim of constructive eviction: (i) to clean, inspect

and protect the Premises and the Project; (ii) to make such alterations and repairs to the Premises

which Landlord determines to be reasonably necessary; (iii) to inspect the Premises for code

compliance and criminal violations; and (iv) to enter upon the Premises pursuant to Landlord’s

police powers in the event of an apparent emergency condition arising within or affecting the

Premises that endangers or threatens to endanger property or the safety of individuals.

Landlord will endeavor to minimize, as reasonably practicable, any interference with Tenant’s

business.

X. INSURANCE

10.1 Certain Insurance Risks. Tenant will not do or permit to be done any act or thing

upon the Premises or the Project which would: (i) jeopardize or be in conflict with fire and

general liability insurance policies covering the Premises and Project, and fixtures and property

in the Project; or (ii) increase the rate of fire and general liability insurance applicable to the

Project to an amount higher than it otherwise would be for the Permitted Use authorized

hereunder; or (iii) subject Landlord to any liability or responsibility for injury to any person or

persons or to property by reason of any business or operation being conducted upon the

Premises.

10.2 Tenant's Insurance. On or before the earlier to occur of (i) the Commencement

Date; or (ii) the date Tenant commences any work of any type in the Premises pursuant to this

Lease and continuing throughout the Term, Tenant will carry and maintain, at Tenant's expense,

the following insurance, in the minimum amounts specified below or such other amounts as

Landlord may from time to time reasonably request:

(a) Commercial general liability insurance, with a combined single

occurrence limit and aggregate of not less than $1,000,000;

(b) All risk property covering all of Tenant's furniture and fixtures, machinery,

equipment, stock and any other personal property owned and used in Tenant's business and found

in, on or about the Project, and any leasehold improvements to the Premises in an amount not

less than the full replacement cost;

obligations and liabilities under the worker's compensation laws of the state of Florida; and

(d) If Tenant operates owned, hired, or nonowned vehicles on the Project,

comprehensive automobile liability will be carried at a limit of liability not less than $1,000,000

combined bodily injury and property damage;

(e) All insurance required under this Section 9.2 shall be issued by such good

and reputable insurance companies qualified to do and doing business in the State of Florida.

Upon request, Tenant shall provide a copy of the insurance policies listed in this subsection. The

City shall be listed as an additional named insured on the commercial general liability policy.

XI. LIABILITY OF LANDLORD AND TENANT

11.1 Indemnification. Except to the extent caused by the negligence or misconduct

of Landlord or Landlord's agents, employees and/or assigns, Tenant will neither hold nor

attempt to hold Landlord liable for, and Tenant will indemnify and hold harmless Landlord from

and against, any and all demands, claims, causes of action, fines, penalties, damages, liabilities,

judgments, and expenses (including, without limitation, reasonable attorneys' fees) incurred in

connection with or arising from (i) the use or occupancy or manner of use or occupancy of the

Premises by Tenant; (ii) any activity, work or thing done, permitted or suffered by Tenant in or

about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant; (iv) any

breach, violation or nonperformance by Tenant of any term, covenant or provision of this Lease

or any law, ordinance or governmental requirement of any kind; and (v) any injury or damage to

the person, property or business of Tenant.

Except to the extent caused by the negligence or misconduct of Tenant, Landlord

will, to the extent permitted by law, neither hold nor attempt to hold Tenant liable for, and

Landlord will indemnify and hold harmless Tenant, from and against, any and all demands,

claims, causes of action, fines, penalties, damages, liabilities, judgments, and expenses

(including, without limitation, reasonable attorneys' fees) incurred in connection with or arising

from any breach, violation or nonperformance by Landlord of any term, covenant or provision of

this Lease or any law, ordinance or governmental requirement of any kind.

11.2 Survival. The covenants, agreements and indemnification obligations under this

Article XI will survive the expiration or earlier termination of this Lease. The covenants,

agreements and indemnification obligations are not intended to and will not relieve any

insurance carrier of its obligations under policies required to be carried by any party pursuant to

the provisions of this Lease.

XII. RULES AND REGULATIONS

To the extent not in conflict with the provisions of this Lease, Tenant shall at all times

abide by and observe the Rules and Regulations that may reasonably be promulgated from time

to time by Landlord (and delivered to Tenant) for the operation and maintenance of the Premises

and the Rules and Regulations shall be deemed to be covenants of the Lease to be performed

and/or observed by Tenant. Nothing contained in this Lease shall be construed to impose upon

Landlord any duty or obligation to enforce the Rules and Regulations, or the terms or provisions

contained in any other lease, against any other tenant of the Project. Landlord shall not be liable

to Tenant for any violation by any party of the Rules and Regulations or the terms of any other

Project lease. If there is any inconsistency between this Lease and the then current Rules and

Regulations, this Lease shall govern.

XIII. DAMAGE; CONDEMNATION

13.1 Condemnation. Upon condemnation of any portion of the Premises by a

governmental agency, this Lease shall terminate upon the title of the property vesting in the

governmental agency, unless, however, there was a partial condemnation of the Premises. In

which case, to the extent the parties mutually agree that the Project can continue to substantially

exist on the Premises, this Lease shall continue for the remaining portion of the Premises not

subject to the condemnation, with an equitable abatement/adjustment of rent. Tenant shall have

no claim against Landlord (or otherwise) as a result of such taking, and Tenant hereby agrees to

make no claim against the condemning authority for any portion of the amount that may be

awarded as compensation or damages as a result of such taking; provided, however, that Tenant

may, to the extent allowed by law, claim an award for moving expenses and for the taking of any

of Tenant's property (other than its leasehold interest in the Premises) which does not, under the

terms of this Lease, become the property of Landlord at the termination hereof, as long as such

claim is separate and distinct from any claim of Landlord and does not diminish Landlord's

award. Tenant hereby assigns to Landlord any right and interest it may have in any award for its

leasehold interest in the Premises that is subject to the condemnation. This paragraph shall not

apply if the condemning government agency is the City of Palm Coast.

XIV. DEFAULT OF TENANT

14.1 Events of Tenant Default. Each of the following shall constitute an Event of

Default: (i) Tenant fails to observe or perform any other term, condition or covenant herein

binding upon or obligating Tenant within 10 days after receipt of written notice from Landlord;

provided, however, that if Landlord reasonably determines that such failure cannot be cured

within said 10-day period, then Landlord may in its reasonable discretion extend the period to

cure the default for up to an additional 20 days provided Tenant has commenced to cure the

default within the 10-day period and diligently pursues such cure to completion (notwithstanding

the foregoing, if Landlord provides Tenant with notice of Tenant’s failure to observe or perform

any term, condition or covenant under this Subsection (i) on 2 or more occasions during any 12

month period, then Tenant’s subsequent violation shall, at Landlord’s option, be deemed an Event

of Default immediately upon the occurrence of such failure, regardless of whether Landlord

provides Tenant notice, or Tenant has commenced the cure of the same); (ii) Tenant fails to

substantially complete construction of the Project by the deadline established in this Lease; (iii)

Tenant abandons or discontinues operating a soccer training facility on the Premises; (iv) Tenant

fails to immediately remedy or discontinue any hazardous conditions which Tenant has created or

permitted in violation of law or of this Lease; (v) Tenant is declared or adjudicated bankrupt; and

(vi) Tenant fails to maintain the playing fields in accordance with the standards set forth in

Section 5.1 of this Lease. Any notice periods provided for under this Section 14.1 shall run

concurrently with any statutory notice periods and any notice given hereunder may be given

simultaneously with or incorporated into any such statutory notice.

14.2 Landlord's Remedies. Upon the occurrence of an Event of Default, Landlord, at

its option, without further notice or demand to Tenant, may, in addition to all other rights and

remedies provided in this Lease, at law or in equity, elect to terminate this Lease, and retake

possession of the Premises.

14.3 Events of Landlord Default. Landlord fails to observe or perform any term,

condition or covenant herein binding upon or obligating Landlord within 10 days after receipt of

written notice from Tenant; provided, however, that if Tenant reasonably determines that such

failure cannot be cured within said 10-day period, then Tenant may in its reasonable discretion

extend the period to cure the default for up to an additional 20 days provided Landlord has

commenced to cure the default within the 10-day period and diligently pursues such cure to

completion.

14.4 Tenant's Remedies. Upon the occurrence of an Event of Landlord Default,

Tenant, at its option, without further notice or demand to Landlord, may, in addition to all other

rights and remedies provided in this Lease, at law or in equity, elect to terminate this Lease and

receive a refund of any prepaid rent, or remedy the default and deduct the cost of the same from

all funds otherwise due from Tenant to Landlord under the Lease.

XV. SURRENDER

Tenant shall peaceably surrender the Premises to Landlord on the Expiration Date or

earlier termination of this Lease, in good condition including, without limitation, the repair of

any damage to the Premises caused by the removal of any of Tenant's personal property or trade

fixtures from the Premises, except for reasonable wear and tear and loss by fire or other casualty.

All permanent Tenant improvements including, but not limited to, those affixed to the ground

shall become the property of Landlord upon the Expiration Date unless the expiration is a result

of the Tenant closing on the Premises in accordance with Paragraph 3.4 of this Lease. In

addition, all trade fixtures, equipment, furniture, inventory, effects and Alterations left on or in

the Premises or the Project after the Expiration Date or earlier termination of this Lease will be

deemed conclusively to have been abandoned and may be appropriated, removed, sold, stored,

destroyed or otherwise disposed of by Landlord without notice to Tenant or any other person and

without obligation to account for them; and Tenant will pay Landlord for all expenses incurred in

connection with the same, including, but not limited to, the costs of repairing any damage to the

Premises or the Project caused by the removal of such property. Tenant's obligation to observe

and perform this covenant will survive the expiration or other termination of this Lease.

XVI. QUIET ENJOYMENT

Landlord covenants that it has good and marketable title to the Premises, and that if

Tenant performs all of the terms and conditions of this Lease to be performed by Tenant, Tenant

shall during the Term peaceably and quietly occupy and enjoy possession of the Premises

without molestation or hindrance by Landlord or any party claiming through or under Landlord,

subject to the provisions of this Lease and any restrictions or encumbrances to which this Lease

is subordinate.

XVII. MISCELLANEOUS

17.1 No Representations by Landlord. Tenant acknowledges that Landlord has not

made any representation or promise with respect to the Premises or the Project, except as herein

expressly set forth, and no rights, privileges, easements or licenses are acquired by Tenant except

as herein expressly set forth.

17.2 No Partnership. Nothing contained in this Lease shall be deemed or construed to

create a partnership or joint venture of or between Landlord and Tenant, or to create any other

relationship between Landlord and Tenant other than that of landlord and tenant.

17.3 Waiver of Jury Trial. LANDLORD AND TENANT EACH KNOWINGLY

AND VOLUNTARILY WAIVE TRIAL BY JURY IN CONNECTION WITH

PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES

AGAINST THE OTHER WITH RESPECT TO ANY MATTER WHATSOEVER ARISING

OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP

OF LANDLORD AND TENANT HEREUNDER OR TENANT’S USE OR OCCUPANCY

OF THE PREMISES.

17.4 Notices. All notices or other communications hereunder shall be in writing and

shall be deemed duly given if addressed and delivered to the respective parties' addresses, as set

forth in Article I: (i) in person; (ii) by Federal Express or similar overnight carrier service; or (iii)

mailed by certified mail, return receipt requested, postage prepaid. Such notices shall be deemed

received upon the earlier of receipt or, if mailed by certified mail, 3 days after such mailing.

Landlord and Tenant may from time to time by written notice to the other designate another

address for receipt of future notices.

17.5 Invalidity of Particular Provisions. If any provisions of this Lease or the

application thereof to any person or circumstances shall to any extent be invalid or unenforceable,

the remainder of this Lease, or the application of such provision to persons or circumstances other

than those to which it is invalid or unenforceable, shall not be affected thereby, and each provision

of this Lease shall be valid and be enforced to the full extent permitted by law.

17.6 Gender and Number. All terms and words used in this Lease, regardless of the

number or gender in which they are used, shall be deemed to include any other number or gender

as the context may require.

17.7 Benefit and Burden. Except as otherwise expressly provided under this Lease, the

provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto

and each of their respective representatives, heirs, successors and assigns.

17.8 Entire Agreement. This Lease (which includes the Exhibits attached hereto)

contains and embodies the entire agreement of the parties hereto, and no representations,

inducements or agreements, oral or otherwise, between the parties not contained in this Lease

shall be of any force or effect. This Lease (other than the Rules and Regulations, which may be

changed from time to time as provided herein) may not be modified, changed or terminated in

whole or in part in any manner other than by an agreement in writing duly signed by Landlord

and Tenant.

17.9 Authority. The person executing this Lease on behalf of Tenant hereby represents

and warrants that Tenant is duly formed, validly existing, in good standing, and qualified to do

business in the state in which the Project is located, that the Tenant has full power and authority to

enter into this Lease, and that he or she is authorized to execute this Lease on behalf of the Tenant.

Tenant further agrees that upon Landlord’s request, it shall provide Landlord with a resolution

certifying as to the above in a form acceptable to Landlord. The person executing this Lease on

behalf of Landlord hereby represents and warrants that the Landlord has full power and authority

to enter into this Lease, and that he or she is authorized to execute this Lease on behalf of the

Landlord.

17.10 Attorneys' Fees. If either Landlord or Tenant commences, engages in, or threatens

to commence or engage in any legal action or proceeding against the other party (including,

without limitation, litigation or arbitration) arising out of or in connection with the Lease,

(including, without limitation (a) the enforcement or interpretation of either party’s rights or

obligations under this Lease (whether in contract, tort, or both) or (b) the declaration of any rights

or obligations under this Lease), each party shall bear their own attorneys’ fees, costs, and

expenses incurred through all appeals.

17.11 Interpretation. This Lease shall not be construed against either party more or less

favorably by reason of authorship or origin of language.

17.12 Force Majeure. Landlord and Tenant shall not be chargeable with, liable for, or

responsible to the other for anything or in any amount for any failure to perform or delay caused

by: fire; earthquake; explosion; flood; hurricane; the elements; acts of God or the public enemy;

actions, restrictions, governmental authorities (permitting or inspection), governmental regulation

of the sale of materials or supplies or the transportation thereof; war; invasion; insurrection;

rebellion; riots; strikes or lockouts, inability to obtain necessary materials, goods, equipment,

services, utilities or labor; or any other cause whether similar or dissimilar to the foregoing which

is beyond the reasonable control of such party (collectively, "Events of Force Majeure"); and any

such failure or delay due to said causes or any of them shall not be deemed to be a breach of or

default in the performance of this Lease.

17.13 Headings. Captions and headings are for convenience of reference only.

17.14 Memorandum of Lease. Neither Landlord nor Tenant shall record this Lease nor a

memorandum thereof without the written consent of the other.

17.15 Sovereign Immunity. Notwithstanding any other provision set forth in this

Agreement, nothing contained in this Agreement shall be construed as a waiver of the Landlord’s

right to sovereign immunity under Section 768.28, or other limitations imposed on the Landlord’s

potential liability under state or federal law. As such, the Landlord and its employees and officers

shall not be liable, under this Agreement for punitive damages or interest for the period before

judgment. Further, the Landlord shall not be liable for any claim or judgment, or portion thereof,

to any one person for more than two hundred thousand dollars ($200,000.00), or any claim or

judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the

State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the

sum of three hundred thousand dollars ($300,000.00).

17.16 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has

accumulated in a building in sufficient quantities, may present health risks to persons who are

exposed to it over time. Levels of radon that exceed federal and state guidelines have been found

in buildings in Florida. Additional information regarding radon and radon testing may be obtained

from your county public health unit. Landlord makes no representation to Tenant concerning the

presence or absence of radon gas in the Premises or any future building or structure constructed

on the Premises at any time or in any quantity. By executing this Lease, Tenant expressly releases

Landlord from any loss, claim, liability, or damage now or hereafter arising from or relating to the

presence at any time of such substances in the Premises or any future building or structure

constructed on the Premises.

17.17 Applicable Law; Venue/Jurisdiction. This Lease is governed by the laws of

Florida. In the event of any dispute between the parties under this Lease, venue shall be in

Flagler County, Florida.

17.18 Counterparts/Faxes/Emails. Copies of this Lease which are signed in counterparts

or by fax or email shall be deemed originals for all purposes.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the Date

of Lease.

LANDLORD:

CITY OF PALM COAST, a Florida

municipal corporation

By:

Name:

Title:

Date Executed by Landlord:

Witness:

Printed Name:

Witness:

Printed Name:

TENANT:

PLAYER DEVELOPMENT ACADEMY

FLORIDA, a Florida not-for-profit corporation

By:

Name:

Title:

Date Executed by Tenant:

Witness:

Printed Name:

Witness:

Printed Name:

EXHIBIT A

LEGAL DESCRIPTION OF PREMISES