NAILAH K.

BYRD
CUYAHOGA COUNTY CLERK OF COURTS
1200 Ontario Street
Cleveland, Ohio 44113

Court of Common Pleas

BRIEF
July 11,2025 16:02

By: JUSTIN E. HERDMAN 0080418

Confirmation Nbr. 3551678

CITY OF CLEVELAND CV25 110189

Judge: LAUREN C. MOORE

HASLAM SPORTS GROUP, LLC, ET AL.

Pages Filed: 385

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 IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO
GENERAL DIVISION

THE CITY OF CLEVELAND,

Plaintiff, CASE NO. CV-25-110189

v. JUDGE LAUREN C. MOORE

HASLAM SPORTS GROUP, LLC;

CLEVELAND BROWNS FOOTBALL
COMPANY LLC; CLEVELAND BROWNS
STADIUM COMPANY LLC
Memorandum in Support of
Defendants. Motion for Partial Summary Judgment

PLAINTIFF THE CITY OF CLEVELAND’S MEMORANDUM IN SUPPORT OF ITS

MOTION FOR PARTIAL SUMMARY JUDGMENT

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 INTRODUCTION

The Defendants are preparing to move the Cleveland Browns out of the City of

Cleveland. As stated directly to this Court and to the public at large—and as this Court

recognized in its opinion denying the Browns’ motion to dismiss—there is no question that the

Defendants have acquired land, engaged professionals, and “are moving forward with plans to

depart from Cleveland to Brookpark.” Op. and Judgment Entry at 2, July 11, 2025 (“Order”).

After convincing the General Assembly to fund a new stadium in Brook Park, the Defendants

flooded the media with interviews, press releases, and a website, detailing—in their own

words—the steps they had taken and will continue to take to move the Browns to Brook Park.

None of this is in dispute.

It is also indisputable that the Browns’ actions violate their lease with the City of Cleveland.

That lease provides that the Browns must, throughout the lease term, “hold, maintain and defend

its rights to play professional football in the City of Cleveland, Ohio”; and, specifically, that they

may “not negotiate” or “do or suffer to be done anything” that will diminish those rights. In those

plain terms, the lease guarantees that, until the lease expires, the Browns will not pursue any plans

to relocate to a new stadium outside of the City of Cleveland—exactly what the Browns are doing.

There are no disputed facts as to this breach of contract. In this Court’s words, “The

Browns have made it clear that they will not fulfill their contractual duties with the City.” Order

at 2. “The City’s claims are ripe and ready for the Court’s adjudication.” Id. The City now asks

the Court to do just that and grant this motion for partial summary judgment.

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 THE UNDISPUTED FACTS

Defendant Cleveland Browns Stadium Company LLC is party to a lease with the City of

Cleveland.1 Defendant Haslam Sports Group, LLC is the indirect owner of Defendant Cleveland

Browns Stadium Company LLC and Defendant Cleveland Browns Football Company LLC, which

owns and operates the Cleveland Browns NFL franchise.2 These entities are collectively referred

to as the Browns.

The lease between the Browns and the City was the product of a settlement between the

City, the NFL, and Art Modell, the former owner of the Browns NFL franchise.3 That lease,

formally titled “Lease by Way of Concession” and dated April 26, 1999 (“Lease”), was ultimately

assumed by Cleveland Browns Stadium Company LLC.4 The Lease governs the relationship

between the City and the Browns and its term ends in February 2029.5

A. The Browns contract to play (and stay) in Cleveland, Ohio.

After Art Modell attempted to take the team to Baltimore in the 1990s, the City struck an

agreement allowing the Browns franchise to stay behind, “held in trust for the benefit of the people

1 Affidavit of Justin Herdman (“Herdman Aff.”), Ex. 1 (Second Amended Complaint, Cleveland
Browns Football Company LLC, et al. v. City of Cleveland, et al., Case No. 1:24-cv-01857
(N.D. Ohio) (“Browns’ Fed. Compl.”)) ¶ 9. The factual allegations in the Defendants’ federal
complaint constitute admissions. See RSS UBSCM2018C9-OH IMG, LLC v. 1360 E. Ninth CLE,
LLC, 2024-Ohio-2577 (8th Dist.), ¶ 17 (“[A] party . . . need not offer any evidence to prove [a]
fact if its judicially admitted by the pleadings of the adverse party.”); see also Shifflet v. Thomson
Newspapers (Ohio), Inc., 69 Ohio St. 2d 179, 187 (1982) (“It is generally held that where a party
has alleged a matter of fact in his pleadings, the pleadings are evidence against him as an
admission of fact so alleged.”); 43 Ohio Jur. 3d § 283 (rule applies even when the pleading is
from another case).
2 Herdman Aff., Ex. 1 ¶¶ 8, 10 (Browns’ Fed. Compl.).
3 Id. ¶¶ 22–24.
4 Id. ¶¶ 24, 25, 39.
5 Id. ¶ 47.

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 of the City.”6 Soon after, the City and the NFL entered into a Lease for a new stadium, which

includes provisions that prohibit any future Browns’ owners from even planning to move the

franchise outside the City of Cleveland over the 30-year term.7

The Lease starts with Recitals. These paragraphs say that building the lakefront stadium

would “result in the creation of jobs and employment opportunities” and that the Browns would

“improve the economic welfare of the City and its people through increased spending of

individuals residing both inside and outside the City.”8 Leasing the stadium to the Browns over

the 30-year term would thus “enrich the City and serve as a catalyst for development” and “project

an image of civic pride and commitment.”9 The stadium itself would, the parties agreed, “create

activity centers around the downtown office and retail core, enhance the visual quality of

downtown, and enhance the downtown tourism market.”10 And by constructing the stadium on

the lakefront, the City sought not only “the elimination of conditions of blight determined to exist”

there at the time, but also “to prevent the reoccurrence of such conditions of blight.”11 The parties

integrated these recitals into Section 1 of the Lease’s terms, which added that the City expected to

benefit from “the community pride and solidarity engendered by retaining the Cleveland Browns

football team in the City.”12

Under the Lease, the Browns and its owners became subject to certain conditions about

where they would play. Specifically, the Browns’ future owners promised, throughout the term of

6 Herdman Aff., Ex. 2 (1996 Lease by Way of Concession (“Lease”)) at 4; see also Herdman
Aff. Ex. 3 (June 20, 2025 Hearing Transcript (“Tr.”)) at 16:18–18:6 (describing settlement and
new lease); Herdman Aff. Ex. 4 (Browns’ Motion to Stay Hearing Slides (“Slides”)) at 5–6.
7 Herdman Aff., Ex. 2 § 9 (Lease).
8 Id. ¶ C.
9 Id. ¶ D.
10 Id. ¶ H.
11 Id. ¶ G.
12 Id. § 1(d).

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 the lease, to “hold, maintain and defend its rights to play professional football in the City of

Cleveland, Ohio” and to “not negotiate with any person or do or suffer to be done anything which

will cause such rights to be lost or impaired or diminished in any respect, or transferred, relocated

or otherwise moved.”13

The Lease also provides that its “subject matter” is “unique,” and that any breach of the

Browns’ owners obligations under 9(b)(2) “create irreparable harm” such that “damages at law . . .

are not ascertainable and that money damages or other legal relief cannot adequately compensate

the City for any such breach.”14 So the Lease parties “agreed and consented to . . . the City’s right

to specific performance” of the Browns’ owners’ obligations under 9(b)(2).15

B. The Browns admit to preparing to move the team outside of Cleveland.

In October 2024, the Browns’ owners released a statement16 that the Browns had “explored

building a new stadium on multiple sites, both within and outside of Cleveland” would begin “to

focus on making a dome stadium and adjacent development in Brook Park.”17 Then, at the

beginning of January 2025, the Browns’ Chief Operating Officer announced that the Browns had

secured a “176-acre site in Brook Park for a new Huntington Bank Field enclosed stadium, along

with an adjacent mixed-use development.”18

13 Id. § 9(b)(2).
14 Id. § 22(e).
15 Id.
16 This Court may consider Defendants’ own statements as evidence because they are
“admission[s] by a party opponent.” Ahern v. Ameritech Corp., 137 Ohio App. 3d 754, 774–75
(2000) (discussing Evid. R. 801(D)(2)).
17 Statement from Dee and Jimmy Haslam, CLEVELANDBROWNS.COM (Oct. 17, 2024),
https://www.clevelandbrowns.com/news/browns-to-focus-stadium-efforts-on-dome-in-brook-
park, attached as Exhibit 5 to Herdman Aff.
18 Browns execute clause to solidify future purchase of land for new Huntington Bank Field
enclosed stadium, CLEVELANDBROWNS.COM (Jan. 2, 2024),
https://www.clevelandbrowns.com/news/browns-execute-clause-to-solidify-future-purchase-of-
land-for-new-huntington-bank-field-enclosed-stadium , attached as Exhibit 6 to Herdman Aff.

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 On January 14, 2025, the City brought this lawsuit to remedy the Browns’ ongoing

violations of Ohio law and the Lease. On June 20, this Court heard argument on the Browns’

limited motion to stay or dismiss this case. At the hearing, the Browns said that they “[w]ill comply

with all lease obligations through the expiration of its term.”19 But in the same breath, they

explained in detail their efforts to facilitate the team’s move to Brook Park, including:

• “Exhaustively [e]valuat[ing]” a plan to construct a new dome stadium outside the

City limits in Brook Park;20

• “Purchas[ing an] option to buy Brook Park land”;21

• Seeking public and private funds for the Brook Park project;22 and

• Negotiating agreements with “development partners.”23

Then, after the Governor signed Ohio’s biennial budget that included $600 million in

public funds earmarked for the Browns’ Brook Park project, the Browns reiterated their

commitment to the Brook Park project, including by:

• Releasing a statement from their owners “commit[ing] to building” the Brook Park
stadium, which will “anchor a major lifestyle and entertainment development”
outside of Cleveland, and noting their “support of State leaders” in approving the
funds;24 and

• Launching a website dedicated to promoting the Brook Park project.25

19 Herdman Aff., Ex. 4 at 12 (Slides).

20 Id. at 15–16.
21 Id. at 14.
22 Id. at 22, 53.
23 Id. at 53.
24 Herdman Aff., Ex. 7 (Dee and Jimmy Haslam share message on path forward for new
enclosed Huntington Bank Field following state budget approval, CLEVELANDBROWNS.COM
(July 1, 2025), https://www.clevelandbrowns.com/news/dee-jimmy-haslam-share-message-on-
path-forward-for-new-enclosed-huntington-bank-field-following-state-budget-approval).
25 Herdman Aff., Ex. 8 (New Huntington Bank Field, ClevelandBrowns.com,
https://dome.clevelandbrowns.com/).

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 On July 11, 2025, this Court denied the Browns’ motion to stay or dismiss. The Order

acknowledges and incorporates the admissions made by the Browns during their extensive

presentation to the Court:

The Browns have made it clear that they will not fulfill their contractual duties with
the City. The Browns have given notice to the City that they intend to move, they
have finalized the purchase of 167 acres of land in the City of Brookpark, they have
given formal notice to the City that they are leaving, they have engaged in frequent
strategy and planning meeting with the Mayor of Brookpark, they have entered into
a partnership with a contractor for the purpose of constructing a new stadium, and
they are procuring financing. … The Browns have unequivocally announced that it
is their intention to leave the Huntington Bank Stadium and they are moving
forward with plans to depart from Cleveland to Brookpark.

Order at 2.

In light of these developments, the City now seeks partial summary judgment that the

Browns have breached and continue to breach Section 9 of the Lease.

ARGUMENT

Summary judgment is proper when, as here, “(1) there is no genuine issue of material fact;

(2) the moving party is entitled to judgment as a matter of law; and (3) it appears from the evidence

that reasonable minds can come to but one conclusion when viewing evidence in favor of the

nonmoving party, and that conclusion is adverse to the nonmoving party.” Fredieu v. Case W.

Rsrv. Univ., 2021-Ohio-1953, ¶ 22 (8th Dist.). The Browns’ self-described steps toward building

in Brook Park, together with Section 9’s plain language, are all the Court need consider to resolve

this claim—no additional discovery is needed. This issue is thus ripe for the Court’s decision.

I. THE BROWNS ARE IN BREACH OF THE LEASE

A breach of contract is established when a party shows “(1) the existence of a contract,

(2) that the nonbreaching party performed on the contract, (3) that the breaching party failed to

perform its contractual obligations without legal excuse, and (4) the nonbreaching party suffered

damages flowing from the breach.” Hawken Sch. v. Machado, 2024-Ohio-1060, ¶ 34 (8th Dist.).

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 Because the undisputed facts establish each of these elements, the Court should enter summary

judgment for the City.

A. The Lease Is an Enforceable Contract.

There can be no material dispute that the Lease is an enforceable contract. “[L]eases are

contracts and are subject to the traditional rules of contract interpretation.” Legacy Vill. Invs., LLC

v. Bravo Brio Restaurants, LLC, 2025-Ohio-964, ¶ 7 (8th Dist.). The Browns’ judicial admissions

from their federal complaint describe the terms of the lease and mutual consideration exchanged

by the parties. 2d Am. Compl. ¶¶ 25–35 (“Under the Lease, the City agreed to build a new stadium,

. . . pay for specified ‘Capital Repairs’ [and] the Browns’ owner agreed to pay $250,000 in annual

rent and to pay for routine stadium maintenance and for any stadium alterations or

improvements.”). And at the June 20 hearing, counsel for the Browns conceded that they are

bound by the terms of the Lease until February 2029:

The Browns have a lease to play their home games in Huntington Bank Field, just
a block or two away from the lakefront, through the end of the 2028 NFL season,
and they have committed to honoring that commitment, and honor that
Commitment the Browns will.

[…]

And in 1998 when Al Lerner bought that new Browns franchise, as required by the
lease agreement, the new franchise then assumed that lease. The lease agreement
sets the lease term of 30 years. That term runs from the new franchise’s first season
in the NFL. That first season began in the fall of 1999, so the Browns’ current lease
expires on February 1st, 2029.

Herdman Aff., Ex. 3 at 6:18–24; 17:22–18:6 (Tr.). The Browns’ counsel further admitted that the

Browns “intend to remain at the current stadium through the end of the 30-year lease term and to

comply with all of the lease’s provisions in the meantime.” Id. at 62:25–63:4.

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 B. The City Has Performed Its Obligations Under the Lease.

It is likewise indisputable that the City has performed its obligations under the Lease. For

over two decades after constructing the stadium, the City has paid for stadium repairs, making

payments as requested by the Browns. See Affidavit of Mark Griffin (“Griffin Aff.”) ¶ 6. The

Browns have not sent the City notice of any outstanding obligation. Id. ¶ 7. The City has held up

its end of the bargain. The Browns have never even argued otherwise.

C. The Browns Breached the Lease by Making Plans to Move the Team to Brook
Park, Ohio.

The plain language of the Lease broadly prohibits the Browns from doing—or even

standing idly by while someone else does—anything that might cause the Browns to leave

Cleveland. Section 9(b) of the Lease could not be clearer:

Lessee . . . agrees that, throughout the Term of this Lease, it shall:

(2) (i) hold, maintain and defend its rights to play professional football in the City
of Cleveland, Ohio, in accordance with the Rules of the NFL, be obligated to play
home games of the Franchise at the New Stadium in Cleveland, Ohio, as provided
in this Lease, [and]

(ii) not negotiate with any person or do or suffer to be done anything which will
cause such rights to be lost or impaired or diminished in any respect, or
transferred, relocated or otherwise moved … .

Lease § 9(b) (paragraph breaks and emphasis added).

Section 9(b)’s plain language is itself unambiguous. And contractual context—specifically

the Lease’s recitals—only confirms its plain meaning. See Roseman v. Glanz, 2010-Ohio-680,

¶¶ 16–17 (8th Dist.) (“All the provisions of a contract must be construed together in determining

the meaning and intention of any particular clause or provision therein.”). In exchange for the

City’s construction of the Browns’ stadium and ongoing investments in the team, the Lease

provides that, over the 30-year term, the Browns will “enrich the City and serve as a catalyst for

development,” “project an image of civic pride and commitment,” and “create activity centers

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 around the downtown office and retail core, enhance the visual quality of downtown of the city,

and enhance the downtown tourism market.” Herdman Aff., Ex. 2 at Recitals ¶¶ D, G, H (Lease).

Any negotiation or dealmaking to relocate the Browns thus diminishes the value of these economic

and intangible benefits, which the City contracted to receive over the entire duration of the term.

The Browns, disregarding their obligations under Section 9(b), have admitted that they

have “negotiate[d],” “do[ne],” and “suffered to be done” countless steps toward moving the team

to Brook Park. To the public, the parties, and the Court, the Browns “have made it clear that they

will not fulfill their contractual duties with the City.” Order at 2. As this Court observed, “The

Browns have given notice to the City that they intend to move, they have finalized the purchase of

167 acres of land in the City of Brookpark, they have given formal notice to the City that they are

leaving, they have engaged in frequent strategy and planning meeting with the Mayor of

Brookpark, they have entered into a partnership with a contractor for the purpose of constructing

a new stadium, and they are procuring financing.” Id.

The Browns cannot possibly contest these findings—they publicly boasted about all of

them, and described their breach in open court. During the June 20 hearing, counsel for the Browns

explained that, in 2023, “the Browns began to look at sites in the Cleveland area that could support

a stadium with a dome” and that “after a careful search, the Browns determined that the best place

for a domed stadium in the Cleveland area was a vacant site in Brook Park less than a mile from

the city line.” Herdman Aff., Ex. 3 at 24:22–25:24 (Tr.). The Browns’ counsel went on to explain

that “in April 2024, the Browns presented the County with a detailed proposal for a stadium

there”—a stadium that “could be built in three-and-a-half years at a cost of $2.4 billion.” Id. at

25:24–26:4. As they told this Court (and announced to the world), the Browns have already

lobbied the state government for funding, negotiated and purchased the site outside of the City,

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 and begun plans to construct not just the stadium, but a massive mixed-use business center. See

Herdman Aff., Ex. 4 at 15–16, 22, 53 (Slides); Herdman Aff., Ex. 6; Herdman Aff., Ex. 7. The

Browns have even launched a website advertising the still-unconstructed Brook Park dome to

promote the relocation away from Cleveland. Herdman Aff., Ex. 8. Each of these steps violates

the unambiguous language of Section 9(b), which prohibits the Browns from doing—or even

standing idly by while someone else does—anything that will cause the Browns to play somewhere

other than Cleveland.

D. The City Has Suffered, and Will Continue to Suffer, Damages as a Result of
the Browns’ Breaches.

In carrying forward plans to move the team out of the City in 2029, the Browns are

undercutting the expected value of the City’s bargain. Instead of serving to “enrich the City and

serve as a catalyst for development” and “project an image of civic pride and commitment,” the

Browns are publicly abandoning their commitment to the City—all while they remain bound by

their obligations under the lease. Herdman Aff., Ex. 2 at Recital ¶ D (Lease). The Lease itself

anticipates that any attempt by the Browns to move out of the Cleveland will result in

immeasurable damages. Under Section 22, the parties agreed that because “the subject matter of

this Lease is unique,” any breach under Section 9 would “create irreparable harm.” Id. § 22(e).

There can be no dispute that the Browns leaving Cleveland will irreparably harm the City—

a conclusion the Browns have already accepted by signing the Lease. Indeed, the proposition that

a professional sports team creates irreparable harm when it leaves its hometown is “self-evident.”

City of New York v. New York Jets Football Club, Inc., 90 Misc. 2d 311, 315–316 (N.Y. Sup. Ct.

1977). It is well settled over the last half century that “money damages are not sufficient to

compensate for the harm suffered by a community for the loss of a professional sports team” given

the “immeasurable, indirect, and intangible damages” such a loss inflicts on the city and its

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 citizens. Metro. Sports Facilities Comm’n v. Minnesota Twins P’ship, 638 N.W.2d 214, 224–26

(Minn. Ct. App. 2002); see also City of New York v. New York Yankees, 117 Misc. 2d 332, 336–

337 (N.Y. Sup. Ct. 1983) (“Much more is at stake than merely the loss of direct and indirect

revenue to the city....... Any loss represents a diminution of the quality of life here[.]”). Under

these circumstances, a reasonable juror could find only that the City has directly suffered, and will

continue to suffer, immeasurable and irreparable damages as a result of the Browns’ plans to move

the team out of Cleveland.

* * *

There is no dispute of material fact here: the Browns have breached their obligations under

the Lease and caused harm to the City as a result. The Court should enter summary judgment for

the City on its breach-of-contract claim.

II. THE COURT SHOULD ORDER SPECIFIC PERFORMANCE AND

ENJOIN THE BROWNS FROM FURTHER BREACHES

The Lease provides a specific remedy in the event that the Browns breach Section 9(b) by

making plans to leave the City during the Lease term. Under Section 22, the Lease grants the City

the “right to specific performance” and the right to seek “an injunction from a court of competent

jurisdiction in the State of Ohio that enjoins the breaching of the provision.” Herdman Aff., Ex. 2

§ 22(e) (Lease). Specifically, the Lease provides:

(e) Right of Specific Performance. The parties to this Lease hereby

acknowledge and agree that the subject matter of this Lease is unique, that the
damages at law for the breach of the NFL’s obligations under Section 3 or of any
of Lessee’s obligations under Section 9(a), 9(b)(2), 9(b)(3) and 9(c) of this Lease
create irreparable harm and are not ascertainable and that money damages or
other legal relief cannot adequately compensate the City for any such breach.
Therefore, the parties have agreed and consented to, as evidenced by their
execution of this Lease, the City’s right to specific performance of the Lessee’s
obligations under those Sections of this Lease and to have, receive and hold an
injunction from a court of competent jurisdiction in the State of Ohio which
enjoins the breaching of the provision of those Sections of this Lease by Lessee.

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 Id. (emphasis added).

The remedy of specific performance requires a party “to perform the contract on the precise

terms agreed upon by the parties.” 84 Ohio Jur. 3d, Specific Performance, Section 1 (2016).

Specific performance “is available when the promissor’s failure to perform constitutes a breach of

contract and money damages or other legal remedies will not afford the promisee adequate relief.”

Anzalaco v. Graber, 2012-Ohio-2057, ¶ 20 (8th Dist.). In cases involving the departure of a major

sports team, courts have held specific performance to be necessary to prevent irreparable harms to

the home city. See, e.g., Minnesota Twins, 638 N.W.2d at 224–26 (specific performance necessary

to prevent “immeasurable, indirect, and intangible damages”). And when a dispute involves

“interests in real estate, including commercial leases, which are unique,” Ohio courts recognize

that “specific performance is an appropriate equitable remedy for the breach of a commercial lease,

even without further evidence that there is no adequate remedy at law.” Midamco v. Sashko, 2012-

Ohio-1189, ¶ 23 (8th Dist.) (quoting Sholiton Ind., Inc. v. Wright State Univ., 1996 WL 531587, at

*1 (2d Dist. Sept. 20, 1996)).

Specific performance is appropriate here because the parties agreed at the outset that money

damages could not adequately compensate the City for breach of the Browns’ commitment to not

negotiate to leave. As the parties agreed, the City’s interest in the Browns remaining committed

to Cleveland during the Lease term is “unique,” and any harm resulting from the Browns’ breach

is “not ascertainable.” Lease § 22(e). Because the City’s interest involves a unique piece of

property—the lakefront stadium in downtown Cleveland—the Court should hold that no other

adequate alternative remedy could make the City whole as a matter of law. See Midamco, 2012-

Ohio-1189, ¶ 23. In these circumstances, specific performance of the contract is appropriate and

necessary.

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 CONCLUSION

For these reasons, this Court should grant partial summary judgment to the City and enter

an order requiring specific performance and enjoining the Browns’ breaches of the Lease.

Respectfully submitted,

/s/ Justin E. Herdman

Mark D. Griffin (0064141) Justin E. Herdman (0080418)
Director of Law Tracy K. Stratford (0069457)
City of Cleveland, Department of Law James R. Saywell (0092174)
601 Lakeside Avenue, Room 106 Thomas R. McIver (0105318)
Cleveland, Ohio 44114-1077 Andrew S. Rumschlag (0102708)
Tel: (216) 664-2800 JONES DAY
Email: [email protected] North Point
901 Lakeside Avenue
Cleveland, OH 44114-1190
Phone: (216) 586-7108
Fax: (216) 579-0212
Email: [email protected]
[email protected]
[email protected]
[email protected]
[email protected]

Attorneys for Plaintiff

The City of Cleveland

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 CERTIFICATE OF SERVICE

Pursuant to R. Civ. P. 5(B)(2)(f), I certify that on July 11, 2025, a copy of the foregoing

was filed via the Court’s electronic filing system. Notice of this filing will be sent to all parties by

operation of the Court’s filing system. Parties may access this filing through the Court’s system.

s/ Justin E. Herdman

One of the Attorneys for Plaintiff

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 IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO

CITY OF CLEVELAND, )
)
Plaintiff, ) CASE NO: CV-25-110189
)
VS. )
JUDGE LAUREN C. MOORE
HASLAM SPORTS GROUP, LLC; J
AFFIDAVIT OF JUSTIN E.
CLEVELAND BROWNS FOOTBALL C HERDMAN
COMPANY LLC; CLEVELAND '
BROWNS STADI UM COMPANY LLC

Defendants.
)
STATE OF OHIO,
SS
COUNTY OF CUYAHOGA

I, Justin E. Herdman, being first duly sworn according to law, state as follows:

1. I am a partner at Jones Day and one of the attorneys for Plaintiff the City of

Cleveland in the case captioned above. I am a member in good standing of the State Bar of Ohio.

2. I am competent to testify and have personal knowledge of the facts stated in this

affidavit.

3. Attached as Exhibit 1 to this affidavit is a true and correct copy of the Second

Amended Complaint filed in Cleveland Browns Football LLC v. City of Cleveland, No. 1:24-cv-

01857 (N.D. Ohio Oct. 24, 2024) (Doc. No. 41).

4. Attached as Exhibit 2 to this affidavit is a true and correct copy of the August 26,

1996 Lease By Way of Concession between the City of Cleveland and National Football League,

also attached as Exhibit A to Plaintiffs Complaint.

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 5. Attached as Exhibit 3 to this affidavit is a true and correct copy of the transcript of

the Hearing on Defendant’s Motion to Stay the Action or, in the Alternative, Dismiss the

Complaint, held before this Court in the above captioned case on June 20, 2025 at 9:30 a.m.

6. During the June 20, 2025 Hearing, Defendants presented slides and produced

copies thereof to this Court and the City. A true and correct copy of Defendants’ slides is attached

to this affidavit as Exhibit 4.

7. Defendants have published several press releases, statements, and news articles on

their publicly accessible website related to Defendants’ plan to build a new dome stadium in Brook

Park.

8. Attached as Exhibit 5 to this affidavit is a true and correct copy of a public statement

issued on behalf of Jimmy and Dee Haslam on October 17,2024, titled, “Browns to Focus Stadium

Efforts on Dome in Brook Park.” The statement is publicly available on the Browns’ website, as

of July 11, 2025, at https://www.clevelandbrowns.com/news/browns-to-focus-stadium-efforts-on-

dome-in-brook-park.

9. Attached as Exhibit 6 to this affidavit is a true and correct copy of a January 2, 2025

press release from Dave Jenkins, Chief Operating Officer of the Browns, titled, “Browns execute

clause to solidify future purchase of land for new Huntington Bank Field enclosed stadium.” The

press release is publicly available the Browns’ website, as of July 11, 2025, at

https://www.clevelandbrowns.com/news/browns-execute-clause-to-solidify-future-purchase-of-

land-for-new-huntington-bank-field-enclosed-stadium .

10. Attached as Exhibit 7 to this affidavit is a true and correct copy of a statement issued

on behalf of Jimmy and Dee Haslam on July 1, 2025, titled, “Dee and Jimmy Haslam share

message on path forward for new enclosed Huntington Bank Field following state budget

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 approval.” The statement is publicly available on the Browns’ website, as of July 11, 2025, at

https://www.clevelandbrowns.com/news/dee-jimmy-haslam-share-message-on-path-forward~for-

new-enclosed-huntington-bank-field-following-state-budget-approval .

11. Attached as Exhibit 8 to this affidavit is a true and correct copy of the Browns’

main webpage describing the proposed dome stadium in Brook Park. The website is publicly

available, as of July 11, 2025, at https://dome.clevelandbrowns.com.

STATE OF OHIO,

COUNTY OF CUYAHOGA

Subscribed and sworn to (or affirmed) before me on this 11th da^WJuly, 2025, by

, proved to me on the basis of satisfactory evidence to be the

person(s)_who appeared before me.

My commission expires: ___________

TRACY K. STRATFORD, ATTORNEY

NOTARY PUBLIC • STATE OP OHIO
My commiMlon ha* no expiration date
Section 147.03 O.R.C.

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 Exhibit 1

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF OHIO

CLEVELAND BROWNS FOOTBALL

COMPANY LLC,
76 Lou Groza Boulevard
Berea, Ohio 44017

CLEVELAND BROWNS STADIUM

COMPANY LLC, Case No. 1:24-CV-01857-DAR
76 Lou Groza Boulevard
Berea, Ohio 44017 Judge David A. Ruiz

HASLAM SPORTS GROUP, LLC,

76 Lou Groza Boulevard
Berea, Ohio 44017

JHAC, LLC,
76 Lou Groza Boulevard SECOND AMENDED COMPLAINT
Berea, Ohio 44017

Plaintiffs,
vs.

THE CITY OF CLEVELAND,

c/o Mark D. Griffin, Law Director
601 Lakeside Avenue, Room 227
Cleveland, Ohio 44114

MARK D. GRIFFIN, in his official capacity,

601 Lakeside Avenue, Room 227
Cleveland, Ohio 44114

Defendants.

Please also serve:

OHIO ATTORNEY GENERAL,

c/o Dave Yost
30 East Broad Street, 14thFloor
Columbus, Ohio 43215

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INTRODUCTION

1. The Cleveland Browns and their owner bring this action to secure a thriving future

for the team and its place in the City it calls home. In February 2029, less than four years from

now, the Browns’ thirty-year lease of Huntington Bank Field from the City will expire. The

Browns’ owner, the Haslam family, has been working for years to identify the best long-term

stadium for the team after their lease ends—one that will be worthy of the franchise and its fans

and also fiscally sensible for the City, the County, and the State.

2. At the request of the City and its then-Mayor Frank Jackson, the Browns spent four

years and several million dollars to produce a comprehensive economic development plan for the

City’s lakefront, long divided from the rest of downtown—one that would support the massive

renovation that Huntington Bank Field would need to serve as the Browns’ home after 2029. In

2021, the Browns unveiled that plan: a $450 million proposal to connect the lakefront to downtown

by land bridge over the Shoreway and create a new development of restaurants, shops, and offices

easily accessed by foot and car from Cleveland’s central business district. Again with the City and

Mayor’s encouragement, the Browns then spent years working with architects, engineers, and

public planners to create a detailed plan for a renovation of the stadium and related infrastructure

improvements to be completed by 2029.

3. But in the past four years, the City has made little effort to partner with the Browns

to realize these ambitious development plans. Despite years of discussions, the City still does not

have an actionable plan for connecting the lakefront to downtown on any timeline, let alone one

that can be executed by 2029. The City nevertheless clings to the idea of a lakefront stadium

renovation. The City thus proposes to pour its scarce dollars into refurbishing a stadium that is

already thirty years old, with no realistic prospect that the renovation will create either sustainable

economic development on the lakefront or a sustainable home for the Browns. This short-sighted

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proposal would cost its taxpayers hundreds of millions of dollars and leave them with nothing

more than they have now—a deteriorating open-air stadium that sits idle most of the year.

4. After years of study, the Haslam family has proposed a far superior solution: a

world-class domed stadium, the first in Ohio, anchoring an entertainment district at a site in Brook

Park less than a mile from the City line and next to Hopkins International Airport—all at zero cost

to the City. Because it will be covered, the Brook Park stadium could be used year-round, no

matter the weather, not just for Browns games, but also for other major sporting events, concerts,

and shows, attracting events and visitors that now bypass the City. And the City would be

unburdened of the expenses of the lakefront stadium—expenses it has struggled to fund and that

exceed the revenue generated by Browns’ home games there.

5. The Haslams’ proposal is a fiscally sound solution for the City that will keep the

Browns in the heart of the greater metropolitan area for at least another fifty years. Instead of

recognizing the benefits of the Haslams’ proposal, the City seeks to hold the Browns hostage to its

own failure of vision. Instead of a new domed facility that can drive significant economic activity

year-round, the City insists on sticking with an aging, uncovered stadium that is used only a dozen

or so times annually. Instead of a sustainable new home for the Browns, transformational for

Cleveland and Northeast Ohio, the City insists on a wasteful and expedient renovation at City

taxpayer expense. The City’s myopic approach harms not only the Browns, but also the County

and the City’s own residents. The City’s plan will cost Cleveland far more, and provide it far less.

Whatever interests the City is seeking to serve, they are not those of its taxpayers, its NFL club, or

its loyal fans.

6. To justify its ill-advised opposition to a stadium in Brook Park, the City invokes

the so-called “Modell Law”—named after Art Modell, the prior Browns owner who tried to take

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the team to Baltimore. But the Haslams are nothing like Art Modell, and the Modell Law has no

application here. The Haslams—all three generations of them—are unwavering in their

commitment to Cleveland and the Browns. Faced with the City’s failure to make progress on a

plan to fund and execute the infrastructure improvements and other development initiatives

necessary to make the lakefront a plausible long-term home for the Browns, the Haslams have

identified a far better alternative—right here in Cuyahoga County, just over the City limit.

7. This is not a flight from Cleveland: it is a recommitment to Cleveland, promising

billions in regional private investment. The City’s invocation of the Modell Law must therefore

be rejected, as a matter of federal constitutional principles, statutory construction, and simple

common sense. The Cleveland Browns and their faithful fans are entitled to a world-class home

right here in the Cleveland area, without undue burden on the taxpayer, and in a forum that befits

the team and contributes to the community. Nothing in the Modell Law can or should operate to

defeat those salutary objectives.

PARTIES

8. Cleveland Browns Football Company LLC owns and operates the Cleveland

Browns NFL franchise. It is a Delaware limited liability company with its principal place of

business at 76 Lou Groza Boulevard, Berea, Ohio 44017.

9. Cleveland Browns Stadium Company LLC is party to a lease of Huntington Bank

Field from the City of Cleveland. It is a Delaware limited liability company with its principal

place of business at 76 Lou Groza Boulevard, Berea, Ohio 44017.

10. JHAC, LLC, owned by the Haslam family, owns Cleveland Browns Football

Company LLC and Cleveland Browns Stadium Company LLC. It is a Delaware limited liability

company with its principal place of business at 76 Lou Groza Blvd, Berea, Ohio 44017.

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11. Haslam Sports Group, LLC is the managing member of JHAC, LLC. It is a

Delaware limited liability company with its principal place of business at 76 Lou Groza Blvd,

Berea, Ohio 44017.

12. Defendant City of Cleveland is a municipal corporation organized under the laws

of the State of Ohio.

13. Mark D. Griffin is the Law Director of the City of Cleveland and is named only in

his official capacity.

JURISDICTION AND VENUE

14. This Court has subject matter jurisdiction under 28 U.S.C. § 1331 and § 1367(a)

because this action presents federal questions arising under the U.S. Constitution and under 42

U.S.C. § 1983.

15. This Court has personal jurisdiction over the City because the City is an Ohio

municipal corporation. This Court has personal jurisdiction over Griffin because he is a resident

of Ohio and named in his official capacity as the Law Director of the City.

16. This Court has authority to order declaratory and injunctive relief under 28 U.S.C.

§ 2201 and § 2202, 42 U.S.C. § 1983, and Fed. R. Civ. P. 65.

17. Venue is proper under 28 U.S.C. § 1391(b)(1) and (2) because the City is located

in this District and Griffin is a resident of Ohio and because a substantial part of the events or

omissions giving rise to the claims occurred in this District.

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BACKGROUND

A. Owner Art Modell tries to move the Browns to Baltimore—years before their
stadium lease expires—and the City sues to enforce the full lease term

18. The Cleveland Browns have been a member of the National Football League since

1950. Each NFL team operates as a franchise, subject to the NFL’s rules and oversight. Because

member teams share certain revenues and jointly bear certain costs, their operations are financially

interdependent. NFL rules accordingly require the league’s approval of significant operational

changes by member teams, including a move or significant renovation of a team’s home stadium.

19. In 1973, an affiliate of the Cleveland Browns, then owned by Art Modell, entered

into a lease agreement with the City for Municipal Stadium. That lease, and the contemplated

sublease between the affiliate and the Browns, obligated the owners of the Browns to use the

stadium for the team’s regular season home games through the twenty-five-year term of the lease—

that is, until the end of 1998.

20. In 1995, however—three years before the lease expired—Modell announced that

he was moving the Browns to Baltimore. Modell (then represented by the same firm that

represents the City in this action) argued that a subsequent agreement between the affiliate and the

Browns relieved the team of its obligation to use the stadium during the lease term. And as Modell

saw it, even if the Browns were still subject to the lease, the City was entitled only to damages for

breach of the agreement.

21. The City sued to enforce the lease agreement. It sought not simply an award of

damages for breach of contract, but an order requiring Modell and the Browns to keep their

promise to play in Municipal Stadium for the full lease term. That specific promise, the City

argued, “is what the City bargained for in the Lease.” And “[t]o allow the Browns to repudiate the

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Lease agreement, three years before its expiration, would deny the City the essential benefit of its

bargain.”

B. The City, the NFL, and the Browns reach a new lease bargain on a new
stadium

22. In February 1996, the City and the Browns reached a settlement that included the

NFL—a necessary party because its approval is required to move a franchise or create a new one.

23. Under the settlement, Modell was permitted to transfer the existing Browns

franchise to Baltimore, but was required to surrender the Browns’ name and records to a new

franchise, to be located in Cleveland. In exchange, the City was required to build, with funding

assistance from the NFL, a new stadium on the site of Municipal Stadium, to be leased to the new

Browns franchise for a thirty-year term.

24. That new bargain was memorialized in several interrelated agreements, including a

Stadium Financing Agreement, Lease by Way of Concession (attached as Ex. A), and Franchise

Commitment Agreement (attached as Ex. B).

25. The Lease by Way of Concession, dated April 26, 1996 (“Lease”), governed the

lease of the new stadium—today called Huntington Bank Field. The NFL executed the Lease “as

a nominee for the New Owner” of the Browns franchise and committed to assign the Lease to the

new owner, once identified. As a result of that assignment, the new owner would assume “all of

the terms of this Lease and all of the obligations and liabilities of Lessee.” See Ex. A, § 3.

26. The Lease provides that its term extends thirty years from “the February 1st prior

to the first season” in which the new Browns franchise participates in the NFL. See Lease, § 6(a),

(b). That season began in the fall of 1999. The Lease term thus ends on February 1, 2029.

27. Under the Lease, the City agreed to build a new stadium, subject to the NFL’s

financing commitments. See Ex. A, § 4.

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28. The City also agreed to pay for specified “Capital Repairs,” including emergency

capital repairs, during the Lease term. See Ex. A, § 14.

29. Under the Lease, the Browns’ owner agreed to pay $250,000 in annual rent and to

pay for routine stadium maintenance and for any stadium alterations or improvements. See Ex. A,

§§ 7, 11.

30. The Browns’ owner also agreed that the Browns would play “for not less than thirty

(30) years, all regular season home games” in the new stadium, as well as other games (such as

post-season games) that could be played in the new stadium. The Browns’ owner also agreed that

“during the Term of this Lease,” the Browns would play at least half of pre-season home games in

the new stadium. See Ex. A, § 9(a).

31. The Browns’ owner also agreed that, “throughout the Term of this Lease,” it shall

“maintain . . . its rights to play professional football in the City of Cleveland, Ohio,” and “be

obligated to play home games of the Franchise at the New Stadium in Cleveland, Ohio, as provided

in this Lease.” See Ex. A, § 9(b).

32. The Lease provisions obligating the Browns to play games in the new stadium

during the Lease term are expressly subject to “the City’s right to specific performance of [those]

obligations.” See Ex. A, § 22(e).

33. If the stadium is damaged, or the City fails to fulfill its repair obligations, such that

the Browns are prevented from playing at least half of their regular season home games there, the

Lease provides that the Browns’ owner has “the right to extend the Term of this Lease for one (1)

additional Lease Year.” See Ex. A, § 20(c).

34. With that single exception (which has not eventuated), neither party has the right

or obligation to extend or renew the Lease for any period beyond its term.

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35. The Lease provides that the Browns “shall, on the expiration of the term hereby

granted, or upon the earlier termination of the Lease, peaceably and quietly leave, surrender or

yield up unto the City the Leased Premises.” See Ex. A, § 28(a).

C. To deter a would-be Modell, Ohio passes the “Modell Law”

36. In June 1996—after the execution of the parties’ settlement, the Lease, and related

agreements—the Ohio General Assembly enacted R.C. 9.67. Born of outrage over Modell’s flight

to Baltimore—without warning and years before the Browns’ stadium lease with the City

expired—the law seeks to deter an owner tempted to try the same gambit. Known as the Modell

Law, it is a legislative response to the risk that another owner of a professional sports team might

seek to deprive the State or an Ohio city of the benefit of their bargains in supporting a team’s

home facility with taxpayer dollars.

37. In its entirety, the Modell Law provides:

No owner of a professional sports team that uses a tax-supported facility for most
of its home games and receives financial assistance from the state or a political
subdivision thereof shall cease playing most of its home games at the facility and
begin playing most of its home games elsewhere unless the owner either:

(A) Enters into an agreement with the political subdivision permitting the
team to play most of its home games elsewhere;

(B) Gives the political subdivision in which the facility is located not less
than six months’ advance notice of the owner’s intention to cease playing
most of its home games at the facility and, during the six months after such
notice, gives the political subdivision or any individual or group of
individuals who reside in the area the opportunity to purchase the team.

38. The Modell Law—consistent with its nickname, text, and evident purpose—has

never been used to punish owners who act nothing like Modell. The Modell Law has never been

applied to an owner whose team has affirmed its intention to play games as required by its stadium

lease until the expiration of the lease. Nor has the Modell Law ever been applied to an owner who

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has publicly committed to keeping the team in the metropolitan area—and proposed investing well

over a billion dollars to build a new local stadium to uphold that promise.

D. The City builds the new stadium and the Browns’ new owner assumes the
Lease

39. The City broke ground on the new stadium in 1997 and completed construction in

1999. Meanwhile, Al Lerner acquired the new Browns franchise in 1998. As required by the

Lease terms, the new Browns franchise assumed the Lease (through its affiliate, Cleveland Browns

Stadium Company LLC).

E. The Haslam family acquires the Browns and invests deeply in the team, in
Cleveland, and in Ohio

40. The Haslam family acquired the Browns in 2012. Professional sports are not the

family’s first family business. Jim Haslam founded Pilot Corporation in 1958. His son, Jimmy

Haslam, started at the travel center company as a teenager, pumping gas, and eventually working

his way up to CEO and chairman. He built Pilot into the fifth-largest private company in the

country before selling it to Berkshire Hathaway in 2024. Jimmy and Dee Haslam’s daughter,

Whitney Haslam Johnson, worked at Pilot for twenty years before it was sold. Dee, meanwhile,

has built a successful career as an executive producer and founder of RIVR Media, a production

company that has produced over 3,000 television episodes for twenty-one different networks.

41. After buying the Browns, the Haslam family brought its business skills, financial

resources, and civic pride to Northeast Ohio. The Haslams currently own the Browns through the

Haslam Sports Group, headquartered just outside Cleveland, in Berea. Jimmy is the chairman and

Dee is the CEO, and both are managing partners. Whitney is also a managing partner, and her

husband, James Wood “JW” Johnson III, is executive vice president and a partner. The Johnsons

live with their three sons in Cuyahoga County.

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42. In his first press conference as a new owner of the Browns, Jimmy Haslam assured

the community that there was “zero chance” his family would “move the team out of Cleveland.”

Within a year of the purchase, the Haslams and the Browns announced a $120 million plan to

improve the stadium by reconfiguring seats to improve fan sightlines, modernizing the exterior,

adding escalators, and upgrading concession offerings. The Haslams agreed to fund upfront the

entirety of the expense—$120 million—to allow the upgrades to be made by 2015. The City

reimbursed just one-quarter of that cost, over fifteen years.

43. The Haslams have exhibited the same civic commitment in serving other great

Cleveland institutions. They have committed funding to install synthetic turf fields at sixteen

public schools in the metropolitan Cleveland area. They have been significant supporters of

Cleveland’s healthcare institutions—donating $20 million to University Hospitals to create the

Haslam Sports Innovation Center, and $30 million to the Cleveland Clinic in the last two years

alone. Led by Dee Haslam, the Cleveland Browns Foundation was a founding member of the Stay

in the Game! Attendance Network, a public/private partnership combatting chronic absenteeism

of schoolchildren throughout Ohio and now supporting nearly 380,000 students. Dee has also

been an enthusiastic supporter of the City and its most important business and cultural

organizations, serving as a director of the Greater Cleveland Partnership, the United Way of

Greater Cleveland (Executive Council), University Hospitals Systems, the Cleveland Orchestra,

and the Rock & Roll Hall of Fame. In all, the Haslams and the Browns have contributed more

than $150 million to worthy causes in Northeast Ohio since the family purchased the team.

F. The Haslam family expands its commitment to professional sports in Ohio

44. In 2017, the private operator of the Columbus Crew, a Major League Soccer team,

announced that it planned to move the team to Austin, Texas—even though the team had more

than five years left on its stadium lease with the State of Ohio. Faced with a professional sports

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team threatening to move to another state in the middle of its lease, the State of Ohio sued—

invoking the Modell Law to argue that the team was required to stay in Columbus or face a forced

sale process.

45. The Haslams stepped in, recognizing that the Crew “belong[ed] in Columbus.” In

December 2018, the Haslams reached an agreement to become co-investors in the team and keep

it in Columbus. And Haslam Sports Group promptly contributed more than $220 million toward

the construction of a new state-of-the-art stadium and training facility for the team. Lower.com

Field and the OhioHealth Performance Center opened in 2021.

46. Haslam Sports Group has not stopped at improving the facilities of the Crew. It

has committed $10 million to fund a public sports park in Northeast Columbus. And it has

supported Columbus City Schools and other neighboring school districts through soccer pitch

projects as well as its Stay in the Game! and Soccer in Schools programs. In 2024, the Haslams

continued their commitment to healthcare initiatives, donating $2 million to Pelotonia, a Columbus

organization devoted to raising funds for cancer research.

G. The City asks the Browns to develop a plan to create a vibrant lakefront
economic development integrated with the downtown business district

47. Under its terms, the Browns’ Lease of their current stadium, Huntington Bank

Field, ends in February 2029. The stadium—hastily constructed in two years after Modell’s flight

to Baltimore—will by then be thirty years old. As both the Browns and the City have long

understood, that stadium will be incapable of serving as an adequate—let alone first-rate—home

for the Browns without an extensive and costly renovation and surrounding infrastructure

improvements.

48. As an open-air facility, the current stadium is used only for eight to ten Browns

games and a handful of non-Browns events per year. All in all, Huntington Bank Field is typically

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used for no more than a dozen events a year. The stadium, like the rest of the lakefront, is separated

from the downtown business district by the Shoreway—a 50 mile-per-hour highway—and rail

lines. Those site limitations have long made it impossible for the stadium or other lakefront

attractions to anchor a revitalized downtown, by blocking easy pedestrian and transit access that

could connect the central business district with the lakefront.

49. A comprehensive project to develop and integrate the lakefront with the downtown

business district has long been on the wish list of the City and its administrators. So in 2017,

knowing that the Browns would need to plan for a home that served their needs in 2029 and

beyond, Mayor Frank Jackson asked the Browns to present a vision to connect the lakefront to

downtown and transform it into an area of economic vitality.

50. Working with the City, Dee and Jimmy Haslam led that project. They spent years

generating a plan that would serve the public’s interest in economic renewal and create a lakefront

neighborhood that could support a home for the Browns in the decades following the Lease

expiration. The Browns commissioned and funded a planning study by Nelson Byrd Woltz, a

renowned landscape architecture firm known for ambitious public development projects across the

country.

51. The Browns unveiled the plan in May 2021. It contemplated transforming the

Shoreway into a wide, attractive boulevard and building a wide landscaped land bridge over the

boulevard as well as a new transit hub, which would link the downtown business district to a

lakefront revitalized by new mixed-use development.

H. Encouraged by the City, the Browns present a plan for a renovated stadium
in a redeveloped lakefront newly connected to downtown

52. In November 2021, the Browns met with Mayor-elect Justin Bibb to discuss his

priorities and plans for the lakefront. Encouraged by his stated support for a redeveloped lakefront

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with new infrastructure links to downtown, the Browns began investigating a potential renovation

of the existing stadium for use after the Lease ended in 2029. The Browns assembled and funded

a team of experts—real estate developers, financial advisors, architects, designers, engineering

firms, construction companies, and consultants—to create detailed renovation plans and cost

estimates.

53. After more than a year of work, in early 2023, the Browns presented a renovation

plan to the City and County. The more modest version of that plan would adequately renovate the

aging stadium to extend its life by about twenty years. But even that plan would cost

approximately $1 billion in upfront funding. That renovation plan depended on substantial

infrastructure improvements, such as the land bridge over the Shoreway and new transit hub, that

would not only link the renovated stadium and surrounding development to the central business

district, but also drive economic activity in the lakefront that would help fund the renovation costs,

either through taxes on increased revenues or private financing. Those infrastructure

improvements would cost hundreds of millions of dollars—in addition to the $1 billion cost of

renovating the stadium.

I. After the City repeatedly fails to step up with a viable funding plan for a
renovated stadium in a lakefront linked to downtown, the Browns begin
exploring a new domed stadium alternative that can generate greater
revenue

54. Serious engagement on the renovation plan thus required the City and the County

to present a clear path to obtaining the necessary public funding on the necessary timeline—that

is, in time to complete renovations by the 2029 NFL season. Although the Browns engaged in

months of back-and-forth with the City and the County, neither offered a viable proposal to provide

the public funding on which the renovation plan depends.

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55. If renovation of the lakefront stadium were indeed the priority the City claims it is,

the City would have responded to the funding challenge with creativity and urgency. But as

months passed, it became clear to the Browns that it was imperative to develop a plan for a new

home for the Browns that did not depend on significant public funding from the City—public

funding that the City appeared to have neither the will nor the ability to offer.

56. The Browns therefore took a hard look at other sites for a new stadium in Cleveland

and its immediate vicinity, ultimately focusing on the possibility of constructing a new domed

stadium. A dome is an economic game-changer for the increasingly forbidding math required to

justify the massive private and public investment of a major stadium renovation or construction—

especially for an NFL stadium, which hosts only eight to ten team home games a year. A dome

makes a stadium an all-weather, all-season facility—one that can be used year-round for dozens

of major events. The revenue generated by a regular schedule of events—summer and winter, rain

or shine—and the related boost to restaurants, shops, and hotels makes private financing cheaper

and easier to attract. And more important, because a dome multiplies by several times the

economic impact and tax revenues a stadium can generate, it significantly relieves the burden of

public funding that a new stadium or stadium renovation would otherwise impose on local

taxpayers. Among the multiple positive follow-on effects of this economic development: more

jobs for City and area residents.

57. None of this is possible at the lakefront, because putting a dome on Huntington

Bank Stadium is not feasible. Because the stadium sits close to Burke Lakefront Airport, building

height restrictions imposed by the Federal Aviation Authority foreclose a renovation that would

add a dome. There are no plans to close that airport. And even if it is possible to secure the

necessary regulatory and other approvals to shut it down (an open question), the timeline for doing

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so is highly speculative. What’s more, adding a dome to an existing facility is an expensive and

structurally complicated undertaking. It’s doubtful that the returns would justify the massive

investment when the facility is already thirty years old.

58. In October 2023, the Browns informed the City that they were considering other

sites—in or near Cleveland—that could support a domed stadium.

J. The Browns propose a new domed stadium a few miles southwest of

Cleveland that will cost the City and its taxpayers nothing

59. A vacant site in Brook Park, a suburb bordering Cleveland to the southwest, looked

especially promising. The site lies less than a mile from the City limits, near Hopkins International

Airport, and close to the Browns’ training facility in Berea. And it has ample space for mixed-use

development that would benefit from a year-round calendar of events, as well as substantial room

for parking—a perennial challenge at the existing stadium site. And its proximity to two major

highways makes it easily accessible not only to fans throughout the Cleveland area, but also to

those in Central Ohio and the rest of the state. In March 2024, the Browns acquired an option to

purchase the Brook Park site to ensure its availability for future stadium development.

60. In April 2024, the Browns presented the County with a detailed proposal for a new

stadium on the Brook Park site—along with a plan for funding it. Construction of a new domed

stadium that will last at least fifty years with proper capital maintenance was projected to take

approximately three and a half years and cost $2.4 billion. In recent years, new NFL stadiums

have been financed with a majority of public investment. But the Haslams proposed that private

funding contribute at least half the construction cost—$1.2 billion, plus any cost overruns. As for

the other half to come from public funding, the Haslams proposed that it be divided among the

State, the County, and Brook Park—with the vast majority supported by incremental taxes and

fees on revenues generated by the new stadium development, and the remainder supported by

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modest new taxes that would be paid by visitors. That fiscally disciplined allocation is possible

only because of the dome and the adjacent mixed-use development it will anchor. The state and

local revenues from additional year-round use of the stadium beyond Browns games—projected

to be more than $6.3 billion over a thirty-year lease term—will enable construction of a world­

class sports and entertainment facility that in time will pay for itself.

61. A new stadium development in Brook Park would give the City and its residents

the benefits of one of the most ambitious and spectacular NFL stadium projects less than a mile

from City limits at zero cost to the City and its taxpayers. The Browns appreciate that even today,

the City is struggling to satisfy its obligations to fund capital repairs to the existing stadium, as

well as to the facilities of other professional sports teams in Northeast Ohio. The Brook Park

proposal frees the City and its taxpayers from any stadium funding obligations, as well as the

substantial expenses the City incurs as a result of operations on Browns game days. A new stadium

in Brook Park would also expand the City’s options for redeveloping the lakefront—by freeing up

prime lakefront real estate currently occupied by the stadium for other public and commercial uses.

62. Careful attention to Cleveland’s fiscal resources and how they can best be deployed

counsels in favor of City and County officials giving the Brook Park proposal fair consideration.

Certainly, the City’s taxpayers and residents deserve that.

63. Yet the City responded with knee-jerk hostility to the Brook Park plan—though it

still had not presented a viable funding plan of its own for a stadium renovation or new lakefront

development. On May 6, the City passed Emergency Ordinance 391-2024, “direct[ing]” its

lawyers to “fully enforce” the Modell Law “to keep the Cleveland Browns in the City of Cleveland

and to protect the interests of the taxpayers of the City with regard to their investment in the

lakefront stadium.”

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64. The City did not explain how the Browns could possibly violate the Modell Law

by looking for a new stadium home in the Cleveland area after their Lease of the current stadium

expires. Or how the City’s refusal to consider a plan to build a world-class stadium less than a

mile from City lines, at no expense to City taxpayers, could possibly be in taxpayers’ interests.

K. The City presents a proposal for funding a stadium renovation that would
cost Cleveland taxpayers hundreds of millions of dollars and do nothing to
make the stadium a magnet for economic development

65. In August 2024—more than a year after the Browns had presented a stadium

renovation plan and its costs to the City—the City publicly released its funding proposal. That

proposal confirmed what the Browns already suspected—that the City does not have a realistic or

fiscally sensible solution to the massive public and private investment required to fund a stadium

renovation.

66. The City’s funding proposal acknowledged that a stadium renovation would cost at

least approximately $1 billion. But the City proposed to contribute just $20 million—less than

2%—in upfront construction costs, then dribble out $347 million over the thirty-year term of a

new lease. And the City offered only the speculative hope, not a clear plan or commitment, that

the State and County would help shoulder the City’s public funding contribution. The City’s

proposal thus left to the Haslams and the Browns the responsibility of generating a plan to fund

virtually the entire upfront cost of renovating the City-owned stadium. None of the public-private

partnerships that have funded NFL stadium projects in recent history have forced the team to bear

such heavy costs at the outset of the project.

67. The City’s proposal also capped its responsibility to pay for capital repairs, at $94

million. But it has long been standard for NFL stadium leases to divide the burden of repair and

maintenance costs between team owners and the government lessors—with no cap. The existing

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Lease, for example, requires the Browns’ owner to pay for all routine maintenance and any

alterations or improvements, while the City is responsible for all capital repairs.

68. And the City’s proposal came with no plan for funding all of the hundreds of

millions of dollars in infrastructure improvements necessary to connect the lakefront and a

renovated stadium to downtown—or even a date for delivering that plan. An open-air stadium cut

off from downtown is what the City has now. And such a stadium cannot generate the revenue

needed to fund a massive private or public investment in a stadium renovation. The City’s proposal

is based on the unrealistic idea that the Browns will nonetheless pay the majority of the more than

$1 billion necessary to fund a renovation of a stadium in an isolated lakefront.

69. Recognizing that a domed stadium offers substantial economic benefits that an

open-air stadium never can, the City asked the Browns in September 2024 to evaluate the

feasibility of building a domed stadium adjacent to the current stadium, on the site of Burke

Lakefront Airport. But the City has no authority to shut down Burke Lakefront Airport to replace

it with a stadium. Nor does the City have any way to ensure that it will ever obtain the regulatory

approvals required to do so, let alone soon enough to make Burke Lakefront Airport an alternative

stadium site.

70. The Haslams and the Browns, however, remain committed to working with the City

and County to find the best new home for the Browns in the Cleveland area—not just the best

home for the team and their fans, but the most fiscally responsible solution for local residents and

taxpayers. So they spent hundreds of thousands of dollars working with engineering firms and

consultants to determine if a domed stadium at Burke Lakefront Airport is a realistic alternative to

one in Brook Park.

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71. It isn’t. Because of ground characterizations and other site disadvantages, building

a domed stadium at Burke Lakefront Airport would cost $3.3 billion—far more than the $2.4

billion cost of a domed stadium in Brook Park. And even that figure assumes construction begins

in 2026—unrealistic given the regulatory approvals necessary to shut down and potentially

relocate the airport—again, approvals that might never be obtained. With each year of delay, that

$3.3 billion estimate, already prohibitively high, rises substantially. And, like a renovation of the

current stadium, a new stadium at Burke Lakefront Airport would require hundreds of millions of

dollars in associated infrastructure investment—in highway connections, transit access, and

parking facilities. A stadium in Brook Park, situated just off the highway, would require less than

$100 million in infrastructure investment.

72. After the impracticality of replacing Burke Lakefront Airport with a new stadium

became clear, the Haslams issued a public statement explaining their decision to focus their

planning efforts on a new stadium in Brook Park. As they explained, they had worked since 2017

with the City and Mayor “to find the optimal long-term solution for our stadium.” And they had

“learned through our exhaustive work that renovating our current stadium will simply not solve

many operational issues and would be a short-term approach.”

73. “With more time to reflect,” they explained, “we have also realized that without a

dome, we will not attract the type of large-scale events and year-round activity to justify the

magnitude of this public-private partnership.” Ultimately, the Haslams explained, “[t]he

transformational economic opportunities created by a dome far outweigh what a renovated stadium

could produce with around ten events per year.” And, the Haslams added, whether the Browns’

home is inside City lines or just beyond them, “Cleveland and Northeast Ohio are the fabric of the

Browns and that will always be the case.”

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L. The City tries to invoke the Modell Law—against owners nothing like Modell

74. Days after the Haslams’ statement, Cleveland Law Director Mark Griffin said the

City would “move forward” with enforcing the Modell Law against the Browns and the Haslams.

Again, the City did not explain how the Modell Law could possibly apply to them—a team and

owner who are facing a lease expiration on an aging stadium and doing nothing more than

prudently searching for the best long-term stadium home in the Cleveland area, well within the

team’s NFL-defined home territory.

75. Planning a new stadium in Brook Park, less than a mile from Cleveland’s

southwestern border, for use after the Browns’ current stadium lease expires, bears no resemblance

to Modell’s attempt to remove the Browns to another state, years before their stadium lease

expired. The City may seek to score cheap points by implausibly casting the Haslams as today’s

Modell, abandoning Cleveland. But the City should know better—especially since it is now

represented by the very same firm that represented Modell when the City sued to enforce the

Browns’ stadium lease in 1995. No one thinks an NFL team leaves its city by building a stadium

within a metropolitan area, rather than within city lines. The NFL’s rules, in place long before the

Browns signed their current stadium Lease, make this clear: they define a team’s home territory as

encompassing a 75-mile radius beyond the franchise city. Brook Park is less than a mile from

Cleveland. Plenty of NFL teams have their home stadium in suburbs of their home city. The

Dallas Cowboys play in Arlington. The San Francisco 49ers play in Santa Clara. The Los Angeles

Rams and Chargers play in Inglewood. The Buffalo Bills play in Orchard Park. The Washington

Commanders play in Summerfield, Maryland. And the New York Giants and Jets don’t even play

in New York State, but in Rutherford, New Jersey. But no one is confused about which city any

of these teams calls home.

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76. The City’s threats prompted the Brown to seek to protect their right to find the best

new home for their franchise after the expiration of the Lease, whether within Cleveland or in the

broader metropolitan area that has always claimed the City and the Browns as its own. They

therefore brought this suit in October, seeking to stop the enforcement of the Modell Law against

them as unconstitutional and plainly contrary to the Modell Law’s plain words and intended

application.

77. The Haslams and the Browns, however, have been and remain committed to

working together with the City and County “to find the optimal long-term solution for our

stadium.” Even as the City has threatened them with the Modell Law, they have continued to seek

a dialogue with the Mayor and County officials. They have not simply urged the City and County

to fairly consider the Brook Park proposal. They have for their part also continued to engage with

the City on its preferred proposal—a stadium renovation—by seeking answers from the City about

their concerns so they can be sure to accurately assess each proposal’s costs and benefits.

78. The Browns have also sought to collaborate with the City to objectively evaluate

both the renovation proposal and the Brook Park proposal, offering detailed answers—in writing—

to the City’s questions and urging continued engagement to find a solution satisfactory to all. The

City reciprocated with its own lawsuit. In mid-January, making good on its threat, the City sued

the Haslams and the Browns in state court, claiming that they violated the Modell Law.

79. Even now, the City has not explained how the Modell Law could apply to a team

that has complied and will comply with each of its contractual commitments to the City, that has

played and will play its home games in its stadium until the expiration of its lease, and whose

owners have committed to keeping the team in the Cleveland area long after the lease expires. The

City appears to believe that a law passed after the Browns signed a contract with the City can

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somehow render the contract’s terms meaningless, and require the Browns to play all their home

games, forever, in a stadium of the City’s choosing, without regard to fiscal responsibility, the

needs of the team and its fans, or the condition of the facility.

80. The City’s threatened application of the Modell Law is unreasonable on its face—

as well as unconstitutional. The City’s suit is a legally meritless and fiscally irresponsible attempt

to handcuff the Browns to an aging stadium long after their contractual obligations end. Its strategy

is apparently to run out the clock so the Browns are unable to bring the Brook Park stadium to

fruition by 2029, and so hold the team, its fans, and the community hostage to an inferior

alternative and the political whims of city managers. The City’s obstinance is hurting the very

people it is claiming to help—not just the Browns and their fans in the City, its suburbs, and

beyond—but also Cleveland residents and taxpayers.

81. The Browns thus require prompt relief from the City’s unlawful campaign to

enforce the Modell Law. Because the current stadium lease expires after the 2028 season, the new

stadium must be completed by mid-2029 for the Browns to be able to use it in time for the 2029

season. Because a new stadium in Brook Park is expected to take at least forty months to construct,

the Browns will need to break ground by early 2026 to meet that deadline. Absent prompt relief,

the uncertainty created by the City’s attempt to enforce the Modell Law against them will

unlawfully impair their ability to exercise their contractual and legal rights to call a new stadium

home in 2029.

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CAUSES OF ACTION

FIRST CLAIM
Violation of Art. 1, § 8 and § 10, and the Fourteenth Amendment of the U.S. Constitution
(Against the City of Cleveland)

82. Plaintiffs re-allege each of the preceding paragraphs as if set forth again in full.

83. The Browns’ Lease of the stadium, now called Huntington Bank Field, from the

City became effective on April 26, 1996 and expires on February 1, 2029.

84. The Lease does not impose any obligation on the Browns to play games in, or

otherwise use, the stadium after its term ends.

85. The City has no right to unilaterally extend the Lease for any period, and the parties

have not agreed to any extension or renewal of the Lease.

86. On May 6, 2024, the City passed Emergency Ordinance 391-2024, through which

“the Director of Law,” Mark D. Griffin, was “authorized and directed to fully enforce the

provisions of” the Modell Law against Plaintiffs.

87. The City contends that the Modell Law may be enforced to either prevent the

Browns from exercising their rights to move to a new home stadium or to force their sale to a new

owner, in direct contravention of the terms of the Lease and related agreements, including among

others the Franchise Commitment Agreement.

88. The City’s attempt to enforce the Modell Law against Plaintiffs violates their

bargained-for rights under the Lease and related agreements, in violation of the Contracts Clause

of Article I, Section 10 of the U.S. Constitution, which states, in relevant part, “[n]o state shall . . .

pass any . . . Law impairing the Obligation of Contracts.”

89. The City contends that the Modell Law may be enforced to discriminate between

in-state and out-of-state economic interests by, among other things, giving Ohio political

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subdivisions and residents preferential treatment and special rights with respect to the purchase of

professional sports organizations.

90. The Modell Law also interferes with the financial relationships within the NFL,

including between and among NFL franchises and their owners.

91. The Modell Law places excessive burdens on interstate commerce without

advancing any legitimate local interest.

92. The Modell Law, and the City’s attempted enforcement thereof, violates both

facially and as applied to Plaintiffs here, the Commerce Clause of Article 1, Section 8 of the U.S.

Constitution, which grants Congress the power to “regulate Commerce . . . among the several

States.”

93. The Modell Law is so vague and indefinite that it fails to provide the Browns and

their owner fair notice whether their contemplated conduct is forbidden by the statute and thus

encourages arbitrary and erratic enforcement in violation of the Due Process Clause of the

Fourteenth Amendment of the U.S. Constitution.

94. The statute is impermissibly vague and indefinite because, among other things, it

fails to provide adequate notice as to whether its requirements are triggered when the Browns have

complied and will comply with all game usage obligations of the lease agreement for the facility

in which they are currently playing most of their home games; what agreements can satisfy its

requirement of “an agreement with the political subdivision permitting the team to play most of its

home games elsewhere”; the nature, including the timing, of any financial assistance the Browns

must receive for their owner to be presently subject to the Modell Law; any discernible or

consistent standard for determining the time of “the owner’s intention to cease playing most of its

home games at the facility”; the nature of the required “six months’ advance notice” and the

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manner in which it can be adequately provided; any definition of the “area” in which a “group of

individuals” must reside in order to be entitled to an “opportunity to purchase the team”; and the

nature of the “opportunity to purchase the team” that must be given by the owner, including any

actions the owners must affirmatively undertake, in order to satisfy the statute.

95. The City’s attempt to enforce the Modell Law against Plaintiffs violates the Due

Process Clause of the Fourteenth Amendment of the U.S. Constitution.

96. The City is also liable to Plaintiffs for redress under 42 U.S.C. § 1983 because the

City’s attempt to enforce the Modell Law deprives Plaintiffs of rights, privileges, or immunities

secured by the Constitution and laws of the United States.

97. The City’s attempt to enforce the Modell Law against Plaintiffs is causing and will

cause Plaintiffs to suffer damages, including costs incurred as a result of any delays in obtaining

approvals and financing for, or in commencing the construction of, a new stadium at Brook Park.

98. Plaintiffs seek a declaration that the City’s attempt to enforce the Modell Law

against them violates the U.S. Constitution.

99. Plaintiffs seek injunctive relief to enjoin the City from enforcing the Modell Law

against them, including by bringing or prosecuting suit, in violation of the U.S. Constitution.

100. Absent declaratory and injunctive relief, Plaintiffs will suffer irreparable harm.

SECOND CLAIM
Violation of Art. 1, § 8 and § 10, and the Fourteenth Amendment of the U.S. Constitution
(Against Mark D. Griffin, in his official capacity as Law Director of the City of Cleveland)

101. Plaintiffs re-allege each of the preceding paragraphs as if set forth again in full.

102. The Browns’ Lease of the stadium, now called Huntington Bank Field, from the

City became effective on April 26, 1996 and expires on February 1, 2029.

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103. The Lease does not impose any obligation on the Browns to play games in, or

otherwise use, the stadium after its term ends.

104. The City has no right to unilaterally extend the Lease for any period, and the parties

have not agreed to any extension or renewal of the Lease.

105. On May 6, 2024, the City passed Emergency Ordinance 391-2024, through which

“the Director of Law,” Mark D. Griffin, was “authorized and directed to fully enforce the

provisions of” the Modell Law against Plaintiffs.

106. The City, by and through its Director of Law, contends that the Modell Law may

be enforced to either prevent the Browns from exercising their rights to move to a new home

stadium or to force their sale to a new owner, in direct contravention of the terms of the Lease and

related agreements, including among others the Franchise Commitment Agreement.

107. The City’s attempt to enforce the Modell Law, by and through its Director of Law,

against Plaintiffs violates their bargained-for rights under the Lease and related agreements, in

violation of the Contracts Clause of Article I, Section 10 of the U.S. Constitution, which states, in

relevant part, “[n]o state shall . . . pass any . . . Law impairing the Obligation of Contracts.”

108. The City, by and through its Director of Law, contends that the Modell Law may

be enforced to discriminate between in-state and out-of-state economic interests by, among other

things, giving Ohio political subdivisions and residents preferential treatment and special rights

with respect to the purchase of professional sports organizations.

109. The Modell Law also interferes with the financial relationships within the NFL,

including between and among NFL franchises and their owners.

110. The Modell Law places excessive burdens on interstate commerce without

advancing any legitimate local interest.

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111. The Modell Law, and the City’s attempted enforcement thereof, by and through its

Director of Law, violates both facially and as applied to Plaintiffs here, the Commerce Clause of

Article 1, Section 8 of the U.S. Constitution, which grants Congress the power to “regulate

Commerce . . . among the several States.”

112. The Modell Law is so vague and indefinite that it fails to provide the Browns and

their owner fair notice whether their contemplated conduct is forbidden by the statute and thus

encourages arbitrary and erratic enforcement in violation of the Due Process Clause of the

Fourteenth Amendment of the U.S. Constitution.

113. The statute is impermissibly vague and indefinite because, among other things, it

fails to provide adequate notice as to whether its requirements are triggered when the Browns have

complied and will comply with all game usage obligations of the lease agreement for the facility

in which they are currently playing most of their home games; what agreements can satisfy its

requirement of “an agreement with the political subdivision permitting the team to play most of its

home games elsewhere”; the nature, including the timing, of any financial assistance the Browns

must receive for their owner to be presently subject to the Modell Law; any discernible or

consistent standard for determining the time of “the owner’s intention to cease playing most of its

home games at the facility”; the nature of the required “six months’ advance notice” and the

manner in which it can be adequately provided; any definition of the “area” in which a “group of

individuals” must reside in order to be entitled to an “opportunity to purchase the team”; and the

nature of the “opportunity to purchase the team” that must be given by the owner, including any

actions the owners must affirmatively undertake, in order to satisfy the statute.

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114. The City’s attempt to enforce the Modell Law, by and through its Director of Law,

against Plaintiffs violates the Due Process Clause of the Fourteenth Amendment of the U.S.

Constitution.

115. The City, by and through its Director of Law, is also liable to Plaintiffs for redress

under 42 U.S.C. § 1983 because the City’s enforcement of the Modell Law, by and through its

Director of Law, deprives Plaintiffs of rights, privileges, or immunities secured by the Constitution

and laws of the United States.

116. Plaintiffs seek a declaration that the City’s attempt to enforce the Modell Law, by

and through its Director of Law, against them violates the U.S. Constitution.

117. Plaintiffs seek injunctive relief to enjoin the City’s Director of Law from enforcing

the Modell Law against them, including by bringing or prosecuting suit, in violation of the U.S.

Constitution.

118. Absent declaratory and injunctive relief, Plaintiffs will suffer irreparable harm.

THIRD CLAIM
In the alternative to the First and Second Claims
(Against the City of Cleveland and Mark D. Griffin, in his official capacity as Law Director
of the City of Cleveland)

119. The Browns incorporate the allegations set forth in the preceding paragraphs of this

Complaint as if fully rewritten herein.

120. The requirements of the Modell Law have no application to any action the Browns

or their owner take to cease the playing of their home games at Huntington Bank Field after the

Browns’ lease of that facility from the City of Cleveland expires by its terms.

121. The Modell Law does not require a professional sports team or its owner to play

in a facility without a lease agreement or to enter into a new lease agreement for a facility. As

confirmed by the circumstances of its enactment, the Modell Law is plainly intended to prevent

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a team that is playing in a tax-supported facility from abandoning that facility during the term of

the applicable lease. The Browns have no intention of playing, and will not play, most of their

home games at another facility during the term of their lease of Huntington Bank Field.

122. Plaintiffs are therefore entitled to a declaration that any action by the Browns to

cease playing most of their home games at Huntington Bank Field after their lease of that facility

expires does not trigger or violate the Modell Law.

WHEREFORE, the Browns pray for an order and judgment:

A. Declaring, pursuant to 28 U.S.C. § 2201, that the Modell Law violates the

U.S. Constitution and is unenforceable;

B. Declaring, pursuant to 28 U.S.C. § 2201, that any action by the Browns to

cease playing most of their home games at Huntington Bank Field after their

existing lease of that facility expires does not trigger or violate the Modell

Law;

C. Granting permanent injunctive relief prohibiting the Defendants and their

officers and agents from attempting to enforce the Modell Law against

Plaintiffs on the basis of any action by the Browns to cease playing most of

their home games at Huntington Bank Field after their existing lease of that

facility expires;

D. Awarding Plaintiffs damages for the costs incurred as a result of the City’s

attempted enforcement of the Modell Law;

E. Awarding Plaintiffs their costs and attorneys’ fees pursuant to 42 U.S.C.

§ 1988 and any other applicable statute or regulation;

F. Granting such further relief as the Court may deem proper.

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
-29-
 Case: 1:24-cv-01857-DAR Doc #: 41 Filed: 05/26/25 31 of 31. PageID #: 648

Dated: May 26, 2025

/s/ Anthony C. White

Anthony C. White (0062146)
Robert F. Ware (0055515)
Kip T. Bollin (0065275)
Thomas M. Ritzert (0085370)
Kyle A. Hutnick (0095673)
THOMPSON HINE LLP
3900 Key Center
127 Public Square
Cleveland, OH 44114
Phone: (216) 566-5500
Fax: (216) 566-5800
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]

William Savitt (pro hac vice forthcoming)

Bradley R. Wilson (pro hac vice forthcoming)
Anitha Reddy (pro hac vice forthcoming)
Adam M. Gogolak (pro hac vice forthcoming)
WACHTELL, LIPTON, ROSEN & KATZ
51 West 52nd Street
New York, NY 10019
Phone: (212) 403-1000
Fax: (212) 403-2000
[email protected]
[email protected]
[email protected]
[email protected]

Attorneys for Plaintiffs

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-30-
 Exhibit 2

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 LEASE BY WAY OF CONCESSION

between

CITY OF CLEVELAND

and

NATIONAL FOOTBALL LEAGUE,

individually as to Section 3, and as nominee for the New Owner

as of

April 26, 1996

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OC4:[010X .DOCS.CLE01165] LEASER 12_96.

 TABLE OF CONTENTS

Section Page
Number Descriptive Heading Number

1 Public Purpose 3

2 Definitions 4

’ 3 Assignment and Assumption of Lease by

New Owner 10

4 Construction of New Stadium 10

5 Leased Premises 11

5(a) Real Estate and Improvements 11

5(b) Air Rights 12

5(c) Parking 12

5(d) Amendment of Legal Descriptions 13

6 Lease Term 13

6(a) Commencement of Term 13

6(b) Term 14

6(c) Lease Commencement Certificate 14

7 Rental 14

8 Lessee’s Representations 15

9 Lessee’s Covenants 15

9(a) Play of Games 15

9(b) Obligation to Maintain Franchise 16

9(c) Number of Games 17

9(d) Compliance with Community Development Plan 17

9(e) Nondiscrimination 17

9(f) Signage Plan 17

9(g) Right of Specific Performance 18 .

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CO
D(M:(OICJ4.POCS.CLEOt!&J]LEASE_6_]2_%.
 Section Page
Number Descriptive Heading Number

10(a) Taxes Paid by City 18

10(b) City's Expenses Prior to the Commencemen

Date 18

11 Costs of Operations and Maintenance of

the Leased Premises 18

11(a) Costs of Operations and Maintenance 18

11(b) Services 20

11(c) Payment by Lessee 25

11(d) Maintenance and Repairs . 26

11(e) Permits and Authorizations 27

11(0 Alterations 28

H(g) Maintenance Audit 31

12 Revenues from Operations of Leased Premises 31

12(a) Ticket Sales 31

12(b) Licensing and Broadcasting 33

12(c) Advertising; Scoreboard(s) and Signage 33

12(d) Food, Drink and Other Concessions 34

12(e) Novelty Sales 34

12(f) Premium Seating Payments 34

12(g) Naming Rights for the New Stadium 35

12(h) Promotions 36

12(i) Other Events 36

13 Existing Pedestrian Walkway 36

14 Capital Repairs 36

14(a) Definition of Capital Repairs 36

14(b) Proposal of Capital Repairs 40

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' - GO
IXM:[0iaM.IXXS.CLEQn6JJLEASE_6J2_«.
 Section Page
Number Descriptive Heading Number

14(c). Preparation of Capital Repair Plans ' 41

14(d) Construction of Capital Repairs 42

14(e) Resolution of Disputes 43

14(f) Capital Repair Fund 44

14(g) Capital Repair Audit ’ 47

14(h) Emergency Repairs 48

14(i> Lessee’s Capital Improvements 49

15 Title to Alterations and Capital Repairs 49

16 Use of Premises 50

16(a) Permitted Use 50

16(b) Unlawful Use 50

17 Compliance with Laws 51

18 Indemnification 51

19 Insurance 52

19(a) Lessee Insurance Requirements 52

19(b) City Insurance Requirements 54

19(c) Waiver of Subrogation 54

20 Damage or Destruction 55

20(a) Repair of Damage 55

20(b) Reduced Seating Capacity 57

20(c) Extension of Term 58

21 Condemnation 58

22 Default 60

22(a) Remedies of City 60

22(b) City's Right of Re-Entry 62

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(in)
tXH:[OlOM.DOC5.CLEOtli551LEASE_6^12_96.
 Section Page
Number Descriptive Heading Number

22(c) Lessee’s Liability to Date of Termination 62

22(d) Lessee’s Subleases and Agreements 63

■ 22(e) Right of Specific Performance 63

22(f) The City’s Remedies are Cumulative 63

22(g) Interest On Arrearages 64

22(h) Special Remedy of Lessee 64

23 Permitted Encumbrances 65

23(a) • Subletting Allowed 65

23(b) Pledge of Revenues 66

23(c) No Other Liens 67

23(d) Prohibition 68

24 Scheduling the City’s Rights of Use 69

25 Successors and Assigns 70

26 Leased Premises Condition 70

27 The City’s Right to Inspect 71

28 Surrender 71

28(a) Surrender and Delivery 71

28(b) Removal of Personal Property 72

28(c) Abandonment 72

28(d) Holdover 72

28(e) Delay in Surrender 73

29 Recordation 73

30 Waiver 73

31 Estoppel Certificates 74

32 Approvals and Consents 74

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- (iv)
DOX :(0!0M.DOCS.CLE0116S}LEASE_6J2_«.
 Section Page
Number Descriptive Heading Number

33 Lessee’s Equal Employment Opportunity and

Affirmative Action Policies; Minority
Participation ' 75

33(a) Compliance with Laws 75

33(b) Lessee’s Equal Employment Opportunity

and Affirmative Action Policies 75

33(c) MBE/FBE Participation 75

33(d) Quarterly Report 76

34 Equal Employment Opportunity 76

35 Notice 77

36 Electrical Supply 78
37 Landlord’s Lien 78

38 Quiet Enjoyment 79
39 Provisions Binding 79
40 Entire Agreement 79
41 Severability 80
42 No Partnership 80
43 Effectiveness of Lease 80
44 Schedules and Exhibits 80
45 Broker’s Commission 81
46 Gender and Number 81
47 Headings and Captions 81
48 Governing Law 81
49 Time is of the Essence . 81
50 Survival 81
51 Counterparts 81
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(V)
D^:[0!03< DOCS.CLEO! it5]LEASE_6~12_9<!i.
 Section Page
Number Descriptive Heading Number

52 Third-Party Beneficiaries 82

53 Requirements of Law 82

54 Lessee as Manager 82

55 Court Costs and Attorneys* Fees and Expenses 82

Signatures • ' 83

Acknowledgments 85

Fiscal Officer’s Certificate 88

Exhibit A - Assignment and Assumption of Lease 89

Exhibit B - Description of Leased Premises 92

Exhibit C - Signage Standards 93

Exhibit D - Common Area Maintenance Criteria

Schedule 14(f) Capital Repair Fund Budget] 94

Schedule 19 - Insurance 95

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. (vi)
DO4:IOI(04.DOCS,CLEO116J]L£ASE_6_12_96.
 LEASE BY WAY OF CONCESSION

This Lease by Way of Concession ("Lease") is made and entered into at

Cleveland, Ohio as of the 26th day of April, 1996 by and between the CITY OF CLEVELAND,

a municipal corporation and political subdivision of the State of Ohio (the "City"), through its

Mayor and Director of Parks, Recreation and Properties pursuant to the authority of Ordinance

No. 303-96, passed by the Council of the City on March 8, 1996, and the NATIONAL

FOOTBALL LEAGUE, an unincorporated, non-profit association organized in accordance with

the NFL Constitution, individually as to Section 3, and as nominee for the New Owner, with

its principal office located in New York, New York, through its Commissioner pursuant to the

authority of 1996 Resolution G-l (such New Owner as the assignee of as this Lease is referred

to as the "Lessee").

RECITALS

A. The City has provided and wishes to continue to provide a source of public

relaxation and entertainment through the construction, ownership and leasing of a sports facility

as that term is defined in Sec. 307.673 of the Revised Code (the "Act") for the play of

professional football games and the presentation of other entertainment and public attractions.

B. The maintenance of public safety and order during the operation of a sports

facility will require policing and regulation by the City which can best be achieved by the City’s

acquisition and construction of that sports facility.

C. The City has reviewed various economic feasibility reports which conclude

that the acquisition and construction of a sports facility and the leasing of it for the play of

professional football games will result in the creation of jobs and employment opportunities and
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DM :IQ1CB4. DOCS. CLEO I !W]LEASE_6J2_96.

 that a professional football team will improve the economic welfare of the City and its people

through increased spending of individuals residing both inside and outside the City.

D. The attraction of a professional football team to the City will not only

. enrich the City and serve as a catalyst for development, but also will project an image of civic

pride and commitment.

E. The City has entered into the Franchise Commitment Agreement dated as

of April 26, 1996 ("NFL Agreement") with the National Football League (the "NFL") under the

terms of which the NFL has agreed, among other things, to provide an NFL franchise in

Cleveland in consideration of the City's agreement to construct a new stadium as described in

Section 4 (the "New Stadium"), to enter into this Lease with the City pending the identification

of the owner of the Cleveland NFL franchise, and to assign this Lease to such new owner ("New

Owner").

F. The New Stadium to be acquired and constructed by the City will be a

sports facility within the meaning of the Act, and the NFL and the New Owner each is an owner

within the meaning of the Act.

G. The- New Stadium will be located in an urban renewal area of the City

known as the North Coast Harbor Community Development Plan Area and the City’s

development of the New Stadium in that area and the lease of the New Stadium to the NFL

and the New Owner pursuant to this Lease will be undertaken for the foregoing purposes and

for the elimination of conditions of blight determined to exist in that Plan Area and to prevent

the reoccurrence of such conditions of blight.

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D04:[01(B<DOCS.CLE0t!a5]LEA$E_6_!2_96. -2-
 H. The New Stadium will create activity centers around the downtown office

and retail core, enhance the visual quality of downtown of the City, and enhance the downtown

tourism market.

I. It will be necessary for the City to enter into certain financing

‘ arrangements and other agreements all in accordance with the Charter of the City and the

Constitution and laws of the State, including the Act, in order to finance the cost of the New

Stadium.

J. The Lessee will undertake to operate and maintain the Leased Premises

(hereinafter defined) and to promote its use by the general public for the above described

purposes.

K. The City wishes to lease the Leased Premises to the Lessee and the Lessee

wishes to lease theLeased Premises from the City on the terms and conditions contained herein.

L. It is the intention of the Lessee and City that the improvements to the

Leased Premises be exempt from taxation under Ohio Revised Code Section 5709.081 and this

Lease has been structured to qualify for that exemption.

NOW, THEREFORE, in consideration of the mutual promises and covenants

herein contained, the parties hereby agree as follows:

1. Public Purpose. The City is entering into this Lease in furtherance of the

public purposes stated in the recitals, and including, without limitation, the public purposes of

(a) providing to the citizens of the City and the State public attractions for their relaxation,

entertainment and recreation, (b) the creation of jobs and employment opportunities that will

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DO4 :[010M .DOCS.CLEQl 1651LEASE_6J2^%. -3-

 blight determined to exist in the Plan Area and the prevention of the reoccurrence of such

conditions of blight, (d) stimulating further economic development in the City through, among

other benefits resulting from having an NFL franchise in the City, the free advertising of the

City as a tourism and business location in the media coverage of NFL games played in the New

Stadium, the community pride and solidarity engendered by retaining the Cleveland Browns

* football team in the City, and the enhancement of community relations through the association

of persons of differing racial, religious, and ethnic backgrounds in the New Stadium for a

common cause.

2- Definitions. The following defined terms will have the meanings ascribed

to them in this Section 2 unless the context clearly indicates otherwise.

"Best efforts" as applied to the City does not require the City to undertake

fruitless acts or to undertake commercially unreasonable expenditures considering the aggregate

benefit to both panics or to exercise its power of eminent domain.

"Browns" means the Franchise (currently held in trust for the benefit of the people

of the City under the Browns Holding Trust and to be assigned to the New Owner), its players,

coaches, trainers, office and related personnel.

"Browns Holding Trust" has the meaning set forth in the Trust Agreement by and

between the Baltimore Ravens, Inc. (formerly known as the Cleveland Browns, Inc.), as Settlor,

and Paul J. Tagliabue, as Trustee, dated as of April 26, 1996.

"Capital Repair Fund" has the meaning set forth in Section 14.

"Capital Repairs" has the meaning set forth in Section 14.

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DM:[OIOM.DOCS.CLEDII65]LEASE_6_t3_9S,
 "Capital Repairs Standard" has the meaning set forth in Section 14(c).

"City Events" has the meaning set forth in Section 24.

"Commencement Date" has the meaning set forth in Section 6(a).

"Common Area Maintenance Agreement" means the agreement relating to

maintenance of certain property in the Plan Area, to be entered into by the City and the Lessee

and to address the matters set forth in Exhibit D.

"Community Development Plan" means the North Coast Harbor Community

Development Plan, approved by the Council of the City by and through Ord. No. 1346-91

passed June 17, 1991.

"Construction Contract Documents" means the "Contract Documents” as defined

in Condition B-l of the City of Cleveland General Conditions For a Public Improvement.

"Environmental Law(s)" means each and every law, statute, ordinance, regulation,

rule, judicial or administrative order or decree, permit, license, approval, authorization or

similar requirement of each and every federal, state and local governmental agency or other

governmental authority relating to any Hazardous Substances, and including but not limited to

the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as

amended, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery

Act, the Hazardous Substances Account Act, the Hazardous Substances Act, and the

Underground Storage Tank Act of 1984. .

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DOlJOlW.tXXS.CLEOlIWJLEASE^ll '' -5- ’

 "Final Acceptance Date" has the meaning set forth in the definition of

. ''Substantially Completed."

"Financing Agreements" means the agreements to be entered into by the City to

provide for the financing of the New Stadium.

"Franchise" means the Cleveland NFL franchise called the Cleveland Browns as

described in the NFL Agreement. *

"Hazardous Substancefs)" means any substance, material, condition, mixture or

waste which is now or hereafter (a) defined as a "hazardous waste," "hazardous material,"

"hazardous substance," "extremely hazardous waste," or "restricted hazardous waste” under any

provision of the State, federal or other applicable law; (b) classified as radioactive materials; (c)

designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33

U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the

Clean Water Act (33 U.S.C. Section 1317); (d) defined as a "hazardous waste" pursuant to the

Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seo. (42 U.S.C. Section

6903); (e) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive

Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42

U.S.C. Section 9601); (f) determined to be a "hazardous chemical substance or mixture"

pursuant to the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq. (15 U.S.C.

Section 2605); (g) identified for remediation, storage, containment, removal, disposal or

treatment in any City plan for the Plan Area; or (h) determined by the State, federal or local

governmental authorities to pose or be capable of posing a risk of injury to human health, safety

or property (including but not limited to petroleum and petroleum byproducts; asbestos;

polychlorinated biphenyls; polynuclear aromatic hydrocarbons; cyanide; lead; mercury; acetone,

styrene; and "hazardous air pollutants" listed pursuant to the Clean Air Act, 42 U.S.C. Section

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

DQ4:[0taM.DQC5.CI^lI6nLEA5E_6J2_«. ’ *6"
 "HOK" means Hellmuth, Obata & Kassabaum, Inc., Sports Facilities Group.

"Lease Commencement Certificate11 has the meaning set forth in Section 6(c).

"Leased Premises" has the meaning set forth in Section 5(a).

"Lessee" means the New Owner.

"Material Capital Repairs" shall mean those Capital Repairs (excluding, for

purposes of this definition, Capital Improvements) necessary, in the City’s reasonable and

prudent judgment as the owner of the New Stadium, (i) to protect the health and safety of the

people working or attending events in the New Stadium; (ii) to prevent permanent damage to the

roof, foundation, or structure of the New Stadium; or (iii) to assure basic building systems and

utilities necessary for the use of the New Stadium.

"NFL" refers to the National Football League as presently constituted and to any

successor entity or entities.

"NFL Agreement" means the Franchise Commitment Agreement dated as of April

26, 1996 between the City and the NFL.

"Net Proceeds" means, with respect to PSLs, all proceeds received in connection

with the sale or marketing of PSLs net of any direct or indirect expenses incurred in connection

with such sales or marketing including, but not limited to, expenses of marketing, legal expenses

in connection with marketing and, if required, securities registration of PSLs, escrow fees in

respect of the PSL Trust (as defined in the Stadium Financing Agreement), and taxes payable

in respect of PSL proceeds.

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DO4:(OiaM.DQCS.CLEQ!165]LEASE_6J2_%. * -7-
 "New Owner" means the Lessee as the owner or owners of the Franchise as

described in the NFL Agreement.

"New Stadium" has the meaning set forth in Section 4.

"PSL" has the meaning set forth in Section 12(f).

"Plan' Area" means the urban renewal area described in the Community

Development Plan.

"Regular season" means the number of football games counting in the standings

for the purpose of determining the NFL teams that will participate in NFL post-season play.

"Regular season home game" means any football game scheduled to be played by

the Browns following the Final Acceptance Date during the regular season as a part of the

competition for the NFL Championship, which is designated by the NFL in the official NFL

schedule to be a home game and, subject to Section 2.7 of the NFL Agreement with respect to

the first season of play in the New Stadium, shall not be less than one-half the number of regular

season games; provided that notwithstanding the foregoing, once every two (2) calendar years,

the NFL may schedule one game less than one-half the number of regular season games to be

played at a location other than the New Stadium.

"Rules of the NFL" means those rules and regulations established and promulgated

from time to time that are applicable to the ownership and operation of a Franchise, including

any collective bargaining agreement, the NFL Constitution and By-laws, the Standard Player

Contract, the NFL Player Contract and the Bert Bell NFL Player Retirement Plan and Trust

Agreement.

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DO4;t0t034.DOCS.CLEDU65)LEASE_6J2_96. “8-
 "Stadium Financing Agreement" means the Stadium Financing Agreement dated
— ■
as of April 26, 1996bctween NFL Enterprises, L.P, and the City of Cleveland. ■

"Stadium Standards" has the meaning set forth in Section ll(f)(ii).

' "State of Ohio Lake Erie Submerged Land Lease" means the Lease of Lake Erie

Submerged Lands entered into by the State of Ohio and others which grant leasehold interests

in submerged lands that are a part of and adjacent to Lake Erie.

"Substantially completed" means, with respect to the construction of the New

Stadium, that all final use and occupancy permits have been obtained by the City and delivered

to Lessee, and the work on the New Stadium has been finally accepted by the Director of Parks,

Recreation and Properties, as evidenced by his signature upon his Certificate of Completion and

Acceptance filed in the Office of Commissioner of Accounts of the City, a copy of which shall

be sent to the City’s contractor, less only minor punch list items which do not materially

interfere with Lessee's use and occupancy of the New Stadium for its intended purposes

(including, without limitation, use of all Club Seats, private suites and other seating, and the use

and function of all restrooms, concessions, entrances, passageways and parking lots) and which

do not materially adversely affect the New Stadium’s appearance as a complete and fully

operational stadium, and which may be completed within sixty (60) days following the date of

such certificate. Such acceptance shall be deemed to have taken place as of the date so stated

in such certificate (the "Final Acceptance Date"!

"Term" shall have the meaning set forth in Section 6(b).

"Work" shall mean, with respect to construction, alterations, or Capital Repairs,

the furnishing of all labor, materials, tools, equipment, incidentals and any other thing necessary
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D04:tOKXM.DOCS.CLE01165]L£ASE_6J2_96. -9-
 or required for the full performance of the Construction Contract Documents by the contractor,

including all such required or necessary as called for in any proper subsidiary agreement.

3. Assignment and Assumption of Lease bv New Owner. Other than the

obligations of the NFL described in this Section 3, it is understood and agreed that the NFL is

executing this Lease as a nominee for the New Owner and, as such, shall have no liability under
■ ' uns
this Lease. Pursuant to the provisions of the NFL Agreement, the NFL agrees to assign all of

its interest in and to this Lease to the New Owner, after the New Owner is identified by the

NFL, and to cause the New Owner promptly to sign and deliver to the City such written

instruments as are necessary and appropriate to evidence the assumption by the New Owner of

all of the terms of this Lease and all of the obligations and liabilities of Lessee hereunder which

arise after the date of assignment, such written instruments to include, without limitation, an

Assignment and Assumption of Lease in the form of Exhibit A attached hereto and made a part

hereof. Any provision hereof or of law to the contrary notwithstanding, the NFL acknowledges

that the City has the right to specific performance of the NFL’s obligations under this Section

3 as provided in Section 22(e) of this Lease. In connection with such assignment, the City shall

be under no obligation to make any payment or provide any consideration to the New Owner

or the NFL other than as provided in this Lease.

4. Construction of New Stadium. As additional consideration for the NFL's

willingness to execute and deliver this Lease, the City is willing to construct buildings and other

improvements on the Leased Premises (sometimes hereinafter collectively referred to as the

"New Stadium") subject to the consummation of the Financing Arrangements as defined in the

Stadium Financing Agreement. The New Stadium is to be constructed by the City in accordance

with the NFL Agreement, the Stadium Financing Agreement and the Construction Contract

Documents. Any failure by the City to perform such obligations shall be governed by the

provisions of the NFL Agreement and the Stadium Financing Agreement, and the Lessee

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D04: {01034. DOCS. CLEO I]«]LEASE_6_12_96. ’ -10-

 specifically consents and acknowledges that it is a third-party beneficiary only of the liquidated

damages provision contained in Construction Contract Documents.

The provisions of this Section 4 shall not in any manner be deemed or construed

to grant the Lessee any independent claim against the City.

5. Leased Premises.

, (a) Real Estate and Improvements. The City does hereby demise and

lease unto the Lessee, and the Lessee does hereby take and lease from the City the real property

described in Exhibit B attached hereto and made a part hereof, together with the buildings,

structures and improvements that may be constructed thereon and any replacements, alterations

and additions thereto, and, all rights, privileges and easements now or hereafter appurtenant to

the premises described in Exhibit B hereto, the said premises, buildings, structures and

improvements being sometimes hereinafter collectively referred to as the "Leased Premises"),

subject to the Financing Agreements, all liens, encumbrances, easements, and clouds of title,

covenants, conditions and restrictions, zoning ordinances, current taxes and assessments not yet

due and payable, the terms and provisions of the Community Development Plan, and the rights

of others under any State of Ohio Lake Erie Submerged Land Leases, none of which shall

materially impair the Lessee's use or quiet enjoyment of the Leased Premises, Within twenty

(20) days of the execution of this lease, the City shall provide to the NFL a title report relating

to the Leased Premises, together with copies of all title documents referenced therein. Within

thirty (30) days following receipt of such title report and documents, the NFL shall identify any

items which, if not cured by the City, would, in its reasonable judgment, interfere with the

Lessee’s use of the Leased Premises for the play of professional football, and would, therefore,

constitute a breach of quiet enjoyment pursuant to Section 38 of this Lease. The NFL shall

identify any such items in writing, together with a detailed explanation of reasons why such

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DM:£0i W.DOCS.CLE0I16S]LEASE_6_12_96, -11-

 hereunder shall be deemed to have been accepted by the NFL. The City shall present such

detailed explanation to the City architect, who shall determine whether such items will interfere

with the Lessee’s use of the Leased Premises for the play of professional football. The City

shall promptly remove all monetary liens or encumbrances therefrom, and shall remedy all other

matters that the City’s architect determines will interfere with the Lessee’s use of the Leased

Premises for the play of professional football.

In the event that the City enters into a ground lease of the Leased Premises, the

ground lessor and the NFL or the Lessee, as the case may be, shall execute a non-disturbance

and attornment agreement in a form reasonably acceptable to the panics.

(b) Air Rights. The City hereby reserves all air rights over the Leased

Premises. The City is reserving the air rights described above in connection with the needs and

requirements related to the operation of Burke Lakefront Airpon. The City covenants that it will

not construct any structures or improvements within the area of such air rights other than

facilities in aid of arrival and departure of aircraft at Burke Lakefront Airport required by the

Federal Aviation Administration.

(c) Parking. The City shall make available to the Lessee, free of

charge, for home game days plus nine (9) additional days per year, parking spaces for four

hundred fifty (450) passenger vehicles, which spaces shall be located north of Erieside

Boulevard. The City agrees to cooperate in accordance with law with the Cleveland-Cuyahoga

County Port Authority (the "Port Authority") to cause the Port Authority to enter into long-term

parking agreements with the Lessee, at Lessee’s expense, at reasonable rates (for leasing of

entire lots), for an additional twenty-two hundred (2200) parking spaces for passenger vehicles.

The City shall use its best efforts to help the Lessee obtain parking spaces for five hundred fifty

(550) additional passenger vehicles to be located within reasonable proximity to the passageways
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
and walkways to the New Stadium for private suite and club seat ticket holders. In no event

.DOCS.CLEOl 16S]I-EASE_6J2_96. -12-

 shall the Lessee take any action that would restrict Willard Park Garage for the use by the

general public. The City shall also use its best efforts to help the Lessee obtain such additional

parking spaces for passenger vehicles as may be necessary to comply with laws, rules and

regulations relating to the required number of handicapped parking spaces.

(d) Amendment of Legal Descriptions. After construction of the New

Stadium is completed and a new legal description for the parcel on which the New Stadium is

located is available, the parties agree to amend this Lease to revise the legal descriptions of such

parcel. ‘

6. Lease Term.

(a) Commencement of Term. The term of this Lease shall commence

(hereinafter referred to as the "Commencement Date") on the later of (i) the Final Acceptance

Date, or (ii) the date the City of Cleveland has issued a temporary, partial or permanent

certificate of occupancy or (iii) the date of official acknowledgment by the NFL of its approval

of the granting of an NFL franchise for the location of a professional football team whose

regular season home games are to be played in the New Stadium, Prior to the Commencement

Date, the City acknowledges and agrees, subject to prior notice from Lessee to the City, that

it shall permit Lessee to occupy and use the Leased Premises prior to substantial completion of

the New Stadium construction in order to begin its operations in preparation for its first NFL

pre-season and regular season games, provided that such use and occupancy does not interfere

with the completion of construction of the New Stadium and provided further that the Lessee

shall have obtained all insurance coverage as required pursuant to Section 19 hereunder. No

later than the Commencement Date, the City shall provide to the Lessee an updated title report

relating to the Leased Premises, which report shall be dated within sixty (60) days prior to the

Commencement Date and shall show all matters of record. No later than the Commencement
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
Date, the City shall have removed, released or otherwise terminated all monetary liens or

DO4: [01034 .DOGS .CLEOI 16J)LEASE_6J2_W. -13-

 monetary encumbrances therefrom except those in connection with the Financing Agreements

and taxes and assessments not yet due and payable.

(b) Term. The term of this Lease shall commence on the

Commencement Date and continue thereafter to a date thirty (30) years (each full year and the

period prior to the February 1st following the Commencement Date, a “Lease Year") from and

after the February 1st prior to the first season in which the Browns commence participation in

the NFL regular season games ("Term"), subject to extension pursuant to Sections 20 and 21

hereof.

(c) Lease Commencement Certificate. Within ninety (90) days

following the Commencement Date, the parties shall enter into a Lease Commencement

Certificate confirming the Term of this Lease, the monetary contribution of the NFL or the

Lessee to the cost of the Leased Premises, the net proceeds, as of such date, from the sale of

permanent seat licenses in the Premium Seating Campaign (as defined in the Stadium Financing

Agreement), whether any club seat revenues are the subject of a waiver of Lessee’s gate-sharing

obligations under the NFL Constitution and, if so, the projected amount of the waiver,

identification of any fixtures or personal property included within the Project Budget (as defined

in the Stadium Financing Agreement) and such other informational matters as either party may

reasonably request.

7. Rental. The rent to be paid by Lessee during the term of this Lease shall

be an amount equal to (a) Two Hundred Fifty Thousand Dollars ($250,000.00) per year during

the Term of this Lease, which shall be payable on or before February 1 of each Lease Year

except for the first Lease Year, for which such rent shall be prorated based on the number of

days comprising the first Lease Year and shall be payable no later than thirty (30) days following

the Commencement Date; plus (b) the amount of the expenses of operation and maintenance of

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC ntenance obligations are

IXM:[01W.DOCS.CLEQI165]LEASE_6_12_96. 44-
 further described in Section IL The City and the Lessee intend that all costs, charges,

expenses, impositions and obligations of every kind and nature whatsoever relating to the use,

occupancy, repair and maintenance of the Leased Premises, including but not limited to, taxes

(other than real property taxes), assessments, utility charges and expenses, insurance, operation,

maintenance and repairs (other than those items which are defined as "Capital Repairs"), which

■ may arise or become due during the term of this Lease shall be paid by Lessee, and Lessee

hereby agrees to indemnify and save harmless the City from and against the same.

8. Lessee’s Representations. Lessee represents and warrants that (a) the

' execution, delivery and performance by Lessee of this Lease are within the power of Lessee,

and have been authorized by all necessary action; (b) this Lease has been duly executed and

delivered by Lessee; and (c) this Lease and the documents referred to herein constitute valid and

binding obligations of Lessee. The Lessee acknowledges and agrees that except as expressly set

forth in this Lease, there have been no representations or warranties made by or on behalf of

the City with respect to the Leased Premises or with respect to the suitability of the Leased

Premises for the conduct of the Lessee’s business.

9. Lessee’s Covenants. Lessee hereby covenants that it shall comply with the

following:

(a) Play of Games. As additional consideration for the City’s

willingness to execute and deliver this Lease, the Lessee specifically agrees that the Browns will

play, in the New Stadium, for not less than thirty (30) years, all regular season home games.

Lessee also specifically agrees that the Browns will play in the New Stadium, for not less than

' thirty (30) years, all post-season, exhibition, all-star, wild-card, divisional playoff, conference

championship, NFL Championship or other professional football games as may be scheduled,

required, or authorized to be played in the New Stadium by the rules of the NFL, which are

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC; NFL"). During each

DO440IQH.DOCS.CLEOIIM]LEASE_6_12 96. ' ”15-

 consecutive four (4) year-period during the Term of this Lease, the Lessee specifically agrees

that the Browns will play, in the New Stadium, no less than one-half of the number of all pre­

season games which are played at a participating team’s home stadium.

(b) Obligation to Maintain Franchise. Lessee represents that it shall

be, as of the Commencement Date, a member in good standing of the NFL and agrees that,

throughout the Term of this Lease, it shall:

(1) maintain its membership and franchise in the NFL in good

standing;

(2) (i) hold, maintain and defend its rights to play professional

football in the City of Cleveland, Ohio, in accordance with the Rules of the NFL,

be obligated to play home games of the Franchise at the New Stadium in

Cleveland, Ohio, as provided in this Lease, (ii) not negotiate with any person or

do or suffer to be done anything which will cause such rights to be lost or

impaired or diminished in any respect, or transferred, relocated or otherwise

moved or (iii) not sell the Franchise to another person or entity which has the

then present intent to relocate, transfer or otherwise move the Franchise to any

other city or location, and (iv) not modify the Franchise to permit the Browns to

play regular season home games or post-season home games (other than as

required by the Rules of the NFL) in any such other city or location; and

(3) not assign or otherwise transfer its membership and

franchise in the NFL unless the assignee or transferee assumes the obligations

without modification of Lessee under this Lease arising or accruing from and

after the effective date of such assignment or transfer.

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

.DOCS.CLEOil 65] LEASERJ -16-

 (c) Number of Games. To the extent within the control of the Lessee,

the Lessee covenants that during the Tenn of this Lease, the number of regular season home

games during any NFL season shall not be less than eight (8).

(d) Compliance with Community Development Plan. Lessee hereby

' agrees on behalf of itself, its successors and assigns that it shall, for the duration of the

Community Development Plan, devote the Leased Premises to, and only to and in accordance

with, the uses specified in the Community Development Plan, as the same may be amended from

time to time. All additions, modifications and replacements made to the Leases Premises during

the duration of the Community Development Plan shall conform thereto. Without limitation of

Lessee’s other remedies hereunder, the City’s modification of or amendment to the Community

Development Plan in a way that materially adversely affects Lessee’s use of the facility as the

venue for professional football games shall constitute a breach of Lessee's quiet enjoyment

pursuant to Section 38.

(e) Nondiscrimination. Lessee agrees on behalf of itself, its successors

and assigns not to discriminate against any person'or group of persons on account of race,

religion, color, sex, sexual orientation, national origin, age, disability, ethnic group or Vietnam-

era or disabled veteran status in the sublease, use, occupancy, maintenance, improvement, tenure

or enjoyment of the Leased Premises.

(f) Signage Plan. A complete signage plan for the Leased Premises

shall be submitted to and approved by the City Planning Commission. That plan shall be site

specific but shall be generally consistent with and encompass the matters addressed in the

signage plan standards for the Gateway Sports Complex, which standards are attached as Exhibit

C hereto.

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

WM:[010«.IX>CSri^ll65]LEASEjiJ2_96. -17-
 (g) Right of Specific Performance. Any provision of law to the

contrary notwithstanding. Lessee acknowledges that the City has the right to specific

performance of the Lessee’s obligations under paragraphs (a), (b)(2), and (b)(3) and (c) of this

Section 9 as provided in Section 22(e) of this Lease.

10. Taxes and Assessments.

(a) Taxes Paid by Citv. The City shall be responsible for the payment

of all real property taxes and assessments, general or special, and all impositions by any

governmental entity or authority in the nature of or as a replacement for real property taxes

relating to the Leased Premises. The Lessee shall cooperate with the City (but shall not be

required to incur out-of-pocket expenses) in any application or application process relating to the

exemption of the Leased Premises from taxation; provided that the Lessee shall not thereby be

required to increase its obligations or reduce its rights under this Lease.

(b) City’s Expenses Prior to the Commencement Date. The City, and

not the Lessee, shall be responsible for unpaid bills or payroll of the City for work done or

services performed at the Leased Premises prior to the Commencement Date.

11. Costs of Operations and Maintenance of the Leased Premises. All costs,

expenses and obligations of any kind relating to the operation or maintenance of the Leased

Premises which may arise or become due and payable during the Term of this Lease shall be

paid by the Lessee.

(a) Costs of Operations and Maintenance. Such costs, expenses and

obligations shall include, without limitation:

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

IXX^OiOM.DOCS.CLEOltWlLEASE^S^n^W. -18"
 (1) An amount equal to the admissions tax, if any, paid or

payable by Lessee to the City pursuant to "Chapter 195 of the Codified

Ordinances of Cleveland, Ohio 1976," as amended from time to time;

(2) The amount of any similar tax which is imposed directly on

the sale of tickets, and which is paid or payable by Lessee, whether city, county,

state or federal, and whether in the nature of an admissions tax, sales tax or

otherwise (other than federal, state or local income taxes, or other taxes measured

by income or imposed upon the privilege of carrying on or conducting business

in general);

(3) The amount of any other taxes or governmental impositions

and charges of every kind and nature whatsoever, whether or not now customary

or within the contemplation of the parties, (including, without limitation, any

parking tax) other than the taxes that the City has agreed to pay pursuant to

Section 10.

(4) Any commissions or fees paid or payable or any rebates or

donations given to any sponsor, promoter, charity or other person or entity for

or in connection with the sale or other distribution of tickets or other rights for

the admission of spectators to the New Stadium;

(5) The cost of footballs, helmets or any other items distributed,

or any fees or charges paid or payable to any promoter, for or in connection with

any promotions related to admissions to the New Stadium; and

(6) Any other costs or expenses incurred in connection with the

Electronically Filed 07/11/2025 16:02:/ BRIEF / CV 25 110189 /5Confirmation Nbr. 3551678 / CLPXCin to the New Stadium.

tXM;(010M.DOCS.CLE01I6S]LEA5E_6J2_9i6. ' “19'

 Without limitation of the Lessee’s other remedies hereunder, the City’s

amendment or modification of the existing admissions tax ordinance or enactment of a • new -

admissions tax ordinance such that taxes are imposed in whole or in pan on admissions to the

New Stadium that are not imposed on admissions to other entertainment venues that are subject

to the admissions tax generally and, in particular, that are not imposed on admissions to all

professional sports events generally shall constitute a breach of Lessee’s quiet enjoymenr

pursuant to Section 38.

(b) Services. All New Stadium services shall be operated, managed,

supervised and paid for by Lessee. Such services shall include, without limitation:

(i) Services for Games. Lessee shall provide, at its own cost

and expense, the services for all professional football games and other events to

be played in, held at, or to take place in, and to be exhibited to the public in, the

New Stadium, including, without limitation:

(A) The sale and taking of tickets for admission to each

such game or event;

(B) Customary precautions for crowd control within the

New Stadium by means of providing such ushers, doormen, security

personnel, emergency personnel, and special police as reasonably may be

appropriate for projected attendance at each such game or event, and the

City and the Lessee agree that police protection outside of the New

Stadium (both on and off the Leased Premises) shall be provided at the

City’s sole cost and expense and that police protection at the gates to the

New Stadium shall be deemed to be within the New Stadium and therefore
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25c110189 / Confirmation Nbr. 3551678 / CLPXC
essee; provided, that the

DM JO1 CM. DOCS .CLEO 116JJLEASE_6_]2_96. -20-

 City shall bear the cost of any extraordinary level of police protection

within the New Stadium over and above normal levels of security, which

is necessitated by events outside of Lessee’s control, as the City may, in

its sole discretion, deem appropriate;

(C) First-aid service for spectators at each such game or

event;

(D) Technical personnel for the operation of New

Stadium systems, including public address, sound, video replay and

electronic scoreboard systems for each such game or event;

(E) Services for the use of public toilets and washrooms.

and similar facilities for the media and press, and for the use of the team

rooms and officials’ room and adjoining showers, bathrooms and toilets,

by means of providing such attendants, together with towels, soap, toilet

paper and other supplies, therefor as reasonably may be necessary or

appropriate;

(F) Such other customary services pertaining to the

admission of spectators to, and the use by spectators of, the premises of

the New Stadium for each such game or event, as may be deemed

necessary or appropriate by Lessee; and

(G) Subject to the provisions of Section ll(b)(i)(B),

coordinating, supervising, implementing and enforcing vehicular and

pedestrian traffic flow into and out of the New Stadium;

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

DM:lOiaM.DOCS.CLEOU65)LEA5E_6J2_96. -21-
 (ii) Groundskeeping. Lessee shall provide all groundskeeping

services with respect to the playing area of the New Stadium and appurtenant

facilities. Lessee shall, at its own cost and expense, obtain and provide staff,

equipment and supplies as are necessary or appropriate to the provision of

groundskeeping services, which shall include specifically, but without limitation:

(A) The entire cost of maintaining the surface of the

playing area in a condition satisfactory for playing professional football,

and all overhead costs of maintaining a groundskeeping crew and

equipment.

(B) The entire cost of preparing the surface of, and

marking lines on, the playing area, and of installing and removing goal

posts, team benches and otherwise.

(C) The cost of leasing or otherwise obtaining special

equipment and supplies, including field covers, for use in connection with

preparing or maintaining the surface of the playing area.

(D) The entire cost of preparation, conversion and/or

restoration of the surface of the playing area with respect to any related

event or activity scheduled or arranged by Lessee to be held at, or to take

place in the New Stadium.

(E) After initial construction of the New Stadium and the

original placement of the surface of the playing field, the entire cost of

preparing the surface of the playing area for the playing of professional
Electronically Filed 07/11/2025 16:02 / BRIEFj/ CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

IX^101W.DOCS.C1^1I«}LEASE_6_12_96. -22-
 (F) The cost of repairing any damage to or destruction

of the surface of the playing area.

(G) The cost of providing, repairing, maintaining and

replacing all lawn mowing equipment, snow removal equipment, material

' handling equipment and other similar equipment necessary or advisable,

in the Lessee’s reasonable discretion, for the proper operation and

• maintenance of a football stadium.

(iii) Cleaning and Janitorial. Lessee, at its own cost and

expense, shall provide such cleaning, janitorial and ordinary maintenance services

as may be necessary or appropriate to keep the Leased Premises clean and in

l good order for the purposes for which Lessee has been granted the right to use

and occupy the same.

(iv) Utilities.

(A) The City shall cause to be supplied such water and

electric utility services, sewer, drainage or other utility services as may

be necessary or appropriate for the operation of the Leased Premises. The

City shall supply such utility services as are necessary for the operation

by the Lessee, at Lessee’s expense, of lighting and operating spectator

facilities, for television and radio broadcasting for cable television and

telephone and for the operation of all other New Stadium services,

premises and facilities, including without limitation, ordinary heating and

air conditioning, ventilating, hot water, water, plumbing and drainage

services and facilities for the home and visiting team rooms and officials

room, and field lighting for the playing area satisfactory for the playing
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
1 or night Tootoalr. Tcssee shall pay for the use and consumption of all

D04:[0KTM.DOCS.CLE0I 1653LEASE_6J2_9fi. -23-

 utility services at its own cost and expense. The City shall cause the

services for utilities at the New Stadium to be separately metered, and

shall cause the same to be billed directly to Lessee. Lessee shall obtain

and maintain at its sole cost and expense such telephone service, including

field telephones, as it may deem appropriate, provided that it shall be

entitled to use, at its own cost and expense, all appliances included in the

construction of the New Stadium. Lessee shall also be solely responsible

for obtaining, and for the payment of all charges (including deposits),

programming fees and service charges for the use of, cable television

incurred by Lessee or its sublessees.

(B) The City shall use its best efforts to assure that such

services are provided or supplied pursuant to the foregoing provisions of

this Section 11, free from any interruption or suspension. In the event of

the failure or inability of the City to obtain, procure, supply or provide

any such service for a period of ten (10) consecutive days or less, or in

the event of any interruption or suspension in the provision or supply

thereof for a period of ten (10) consecutive days or less, due to the

making of the improvements and repairs described in Section 14 below,

or due to any necessary repairs, renewals, extensions or improvements to

the facilities required to be made by the City hereunder which are used in

providing any such service, or any shortage of fuels or supplies, or any

strike, lockout, act of God or war, governmental rules, regulations,

decrees or statutes, or any other cause or causes reasonably beyond the

control of the City, the City shall not thereby be deemed or considered to

have incurred any liability to Lessee for damages whatsoever, so long as

it has complied with the provisions of this Section ll(b)(iv)(B), nor shall
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
Lessee be deemed to have been evicted or unreasonably disturbed in its

DM:[0!a34.DOCS.CLEO!i&J]LEASE_6_U_96. -24-
 use and occupancy of the Leased Premises, or be entitled to any deduction

or setoff against the charges to be paid to the City hereunder, or, except

as hereinafter provided, otherwise relieved from the performance of its

covenants, duties and responsibilities hereunder. Notwithstanding the

foregoing, the City shall undertake and diligently pursue all reasonable

steps to minimize the effect of any such failure, interruption or suspension

of service and to restore the same. In the event that any interruption or

suspension in the provisions or supply of services for utilities at the New

Stadium renders the New Stadium unusable for the playing of regular

season home games, Lessee’s covenant under Section 9(a) of this Lease

shall be suspended commencing on the date of such interruption or

suspension and continuing, based on the nature and severity of the

interruption, but in no event beyond the date that is fourteen (14) calendar

days after the date the provision or supply of services is fully restored.

Moreover, in the event of such an interruption or suspension, the City

shall work cooperatively with the Lessee to identify substitute facilities

reasonably acceptable to the Lessee for the playing of Lessee’s regular

season home games and shall facilitate the arrangements between the

Lessee and the owner of such site.

(v) Services to Suites and Club Seats. Lessee, at its own cost

and expense, shall provide all guest services to the suites and club seats.

(c) Payment bv Lessee. The Lessee covenants and agrees from and

after the Commencement Date, at its own cost and expense, to pay to the utility company or

companies supplying the same, as the same become due and payable and before any fine,

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189h/ Confirmation Nbr. 3551678 /3CLPXC ment thereof, all water,

gas, electric and sewer rents, rates and charges, charges for utilities, becoming due and payable

DM:(01(B<DOC5.CLE0n65]LEASE_6.12 96. -25-

 out of, or in respect of, or becoming a lien on the Lease or Leased Premises, payable as a result

of Lessee’s use or occupancy of the Leased Premises.

The Lessee may, if it disputes the amount or validity of any charges,

penalties or claims, described in Section 11(c), contest and defend against the same at its cost,

and in good faith diligently conduct any necessary proceedings to contest, prevent, and avoid

the same, and to withhold the payment thereof pending final determination and shall immediately

discharge and remove any lien arising or attaching. On final determination of any claims, the

Lessee shall immediately pay any judgment rendered with all proper costs and charges and at

the Lessee’s sole expense.

(d) Maintenance and Repairs. The maintenance and repair obligations

of the Lessee pursuant to this Section 11(d) shall include all Work not defined as a Capital

Repair pursuant to Section 14(a).

(i) The Lessee shall, at its own cost and expense, provide all

routine maintenance to ensure compliance with the terms of this Lease and in

order to maintain the Leased Premises. Such routine maintenance shall comprise

and include, without limitation, providing routine maintenance to the Leased

Premises, and all alleyways, passageways, walkways, promenades, parking areas,

plazas, sidewalks, curbs and vaults contained on the Leased Premises, and Lessee

shall keep the same in good order and clean, sanitary and safe condition, except

for reasonable wear and tear. All repairs, maintenance, replacements,

restorations or renovations made by Lessee shall be at least equivalent in quality,

workmanship and class to the original work.

(ii) Lessee shall put, keep and maintain all portions of the
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
. Leased Premises, and the sidewalks, walkways, promenades, parking areas.

DMJOI DM .DOCS. CLEO 11651LEASE_6_n_96. -26-

 plazas, curbs, alley ways, vaults and passageways adjoining the same in a clean,

safe and orderly condition, free of accumulations of dirt, rubbish, snow, ice and

unlawful obstructions. Maintenance shall be performed in a nonintrusive and

noncorrosive manner.

(iii) The Lessee shall, at its own cost and expense, keep, replace

and maintain in good and safe repair, order and condition all present and future

improvements on the Leased Premises including, but not by way of limitation, the

playing surface of the New Stadium, building, fixtures, windows, doors, parts

and, equipment, electrical systems, plumbing, ventilation, heating and air

conditioning, sprinkler systems, lighting and seating, scoreboard and signage,

irrigation and sewage system, parking areas, landscaping on the Leased Premises,

driveways and access roadways on the Leased Premises, and utility lines and

connections, both inside and outside, extraordinary and ordinary.

(iv) The Lessee shall not suffer or permit wasting, damages or

injury and shall, at its own cost and expense, use all reasonable precautions to

prevent waste, damage or injury.

(v) The Lessee shall, at its own cost and expense, operate the

illumination systems for parking or pedestrian areas situated on the Leased

Premises during and for a reasonable time before and after events at the New

Stadium.

(e) Permits and Authorizations. The Lessee shall, at its own cost and

expense, make all required applications, petitions and other filings as necessary and shall obtain

and maintain all permits, licenses and other authorizations necessary fully to enjoy the uses and
Electronically Filed 07/11/2025 16:02 / BRIEFj i25 110189/ Confirmation Nbr. 3551678 / CLPXC
fj for tile tn iriaT

iXMzEOlOlt.DOCS.CLEOnWJUEASE^j:^ -27-
 construction of the New Stadium or otherwise relating to periods prior to the Commencement

Date, which shall be the obligation of the City.

(f) Alterations.

(i) The Lessee shall, at its sole cost and expense, be permitted

to make changes to or alterations in, or additions or improvements to, the Leased

Premises as provided in this subsection. Alterations, additions or improvements

affecting the structure of the New Stadium shall not be made without the prior

written consent of the City. The Lessee shall deliver to the City, with a copy to

the President of the Council of the City, written notice of any such other change,

alteration, addition or improvement in excess of $100,000. Lessee shall make no

structural changes or alterations in, or additions or improvements to, all or any

part of the New Stadium or the Leased Premises without, in each such instance,

first making a written proposal to the City specifying the proposed work. The

City shall review such request, through its Director of Parks, Recreation and

Properties, and determine, in its reasonable judgment, whether to permit such

alteration to be made. The City agrees that it will not unreasonably withhold,

delay or condition its review and determination. The City shall make such

determination within thirty (30) days of its receipt of the written request from the

Lessee. If the City determines that such structural alteration may be made, the

City shall so notify the Lessee, within such thirty-day period. If the City

determines that such alteration may not be made, the City shall deliver, within

such thirty-day period, a written determination to that effect to the Lessee

including its reasons for such determination. The Lessee may, but shall not be

required to, make any modifications or revisions to its request and resubmit such

request to the City for determination in the same manner provided above.

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DG4: JO1034. DOC3.CLE0H6J] LEAS E_6_!2_96. -28-

 (ii) The Lessee shall work with the City's architect to prepare

construction drawings and specifications for making all alterations requiring the

City’s consent (the "Alteration Plans"). The Lessee shall be responsible for

paying the architect’s fees and expenses and all other costs associated with

making the alterations. The Lessee agrees that such Alteration Plans shall

conform to the minimum standards at such time for then-existing NFL stadia

generally (the "Stadium Standards"). The Lessee shall cause the Alteration Plans

to be prepared and delivered to the City within thirty (30) days after the City's

determination pursuant to Section 1 l(f)(i) above. The City shall have the right

to review the Alteration Plans to assure compliance with the Stadium Standards.

In the event the City reasonably believes that the Alteration Plans do not conform

to the Stadium Standards, the City shall so notify the Lessee of its determination

within thirty (30) days after the Alteration Plans are delivered to the City. The

City agrees that it will not unreasonably withhold, delay or condition its review

and approval. In the event that the City and the Lessee disagree concerning any

portion of the Alteration Plans, such dispute shall be settled in accordance with

Section 14(e). The Lessee shall not have the right to proceed with the

construction of the alterations as proposed in the Alteration Plans until it has

obtained all necessary consents and approvals from the City and its various

departments, commissions, agencies, boards and officers in accordance with the

terms of this Lease.

(iii) After the Alteration Plans have been reviewed and

approved, the Lessee agrees to cause the alterations to be made and carried out

in accordance with such Alteration Plans. The Lessee shall have the right to

select and enter into contracts with any and all contractors, subcontractors,

suppliers, vendors, architects, engineers, construction manager, project managers,

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
consultants or other entities or individuals with respect to the completion of the

DO440KB4.DOCS.CLED1I6 l5]LEASE_6_)2_96. -29-

 alterations, all with the prior reasonable approval of the City. The Lessee shall

require and obtain from its contractors) engaged to construct the alterations

performance and payments bonds (or insurance or other security), in an amount

equal to one hundred percent (100%) of the amount of the contracts if reasonably

available or otherwise in an amount that is reasonably available, for recovery of

actual and liquidated damages, including but not limited to damages for delay that

may be claimed by the Lessee or the City-. In addition, the Lessee shall require

and obtain from its contractor(s) and subcontractor(s) engaged to construct the

alterations insurance with the same types of coverages, terms and conditions as

provided in Section 19, with the City as an additional insured, except that the

limits of coverage may be adjusted and the types of coverage may be increased,

as reasonably acceptable to both the City and the Lessee, in accordance with the

cost and nature of the work to be performed by the contractor(s) or

subcontractor(s) in order to protect the interests of the Lessee and the City,

respectively. The Lessee shall use its best efforts to obtain for the benefit of the

City and the Lessee from each contractor and subcontractor standard commercial

warranties for all work performed by such contractor or subcontractor.

(iv) Any such change, alteration, addition or improvement so

permitted shall be made in good and workmanlike manner and in compliance with

all applicable permits, authorizations, building and zoning laws or ordinances and

with all other laws, ordinances, orders, rules, regulations and requirements of all

federal, state, municipal or other local governments, and their duly constituted

departments, commissions, agencies, boards and officers. The Lessee agrees to

permit the City to observe all such work, but the City shall have no obligation to

do so.

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DWJQIttM.DOCS.CLEOl 16J1LEASE 6 13 W -30-

 (g) Maintenance Audit. Commencing on the January 1 after the

Commencement Date and on each anniversary of the Commencement Date thereafter during the

term of this Lease, the Lessee shall, at its own cost and expense, provide the City, and the

President of the Council of the City, with a maintenance inspection report on the New Stadium

from a licensed engineer, reasonably acceptable to the City, having at least ten (10) years of

experience in performing maintenance inspections of commercial buildings, including stadia, and

otherwise qualified to provide the information required hereunder (the "Maintenance Engineer").

The Maintenance Engineer shall report on the condition of the structure and each capital

component of the Leased Premises, which report shall include suggestions for any current

maintenance work that is necessary to the Leased Premises (such report, the "Maintenance

Audit"). The Lessee shall maintain a log for the Leased Premises, which log shall include a

copy of all Maintenance Audits as well as a record in reasonable detail of all maintenance work

undertaken by the Lessee or the Lessee’s agents or representatives.

(h) New Owner as Lessee shall sign and deliver the then existing Common

Area Maintenance Agreement simultaneously with the signing of written instruments evidencing

the assumption of this Lease by the New Owner.

12. Revenues from Operations of Leased Premises. As between the City and

the Lessee, the Lessee shall receive one hundred percent (100%) of all revenues from New

Stadium operations, whether direct or indirect (through sublessees or otherwise) excluding,

however, any revenues from City Events. Revenues to be received by Lessee shall include,

without limitation:

(a) Ticket Sales. "Gross revenues", as hereinafter defined, paid or

payable to Lessee, or to any other person or entity entitled or authorized to receive the same by,

through or on behalf of Lessee, for or with respect to the admission of spectators to any
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
professional football game played or scheduled to be played in the Stadium, whether regular

IXM:[01(B4.DOCS.CLE0116S]LEASE_6J2_96. “31-
 season, pre-season, post-season, exhibition, all-star, divisional playoff, conference championship,

NFL Championship or otherwise, or to any related event authorized or permitted to be

conducted or scheduled to be held by Lessee in the New Stadium and for which a separate

charge or fee for admissions is received or receivable by Lessee.

As used in this Section 12(a), the term "gross revenues" shall be defined and

construed to mean gross receipts, specifically including, without limitation:

(1) AH sums of money, after the payment of admissions taxes, received

or receivable from the sale of tickets or other rights for admission to the New

Stadium, regardless of whether such tickets or rights have been presold and

donated or returned or otherwise transferred prior to such sale, but excluding any

sums refunded to purchasers of tickets for tickets returned prior to the exhibition

of the game or event to which the same pertain, all subject to the Lessee’s

■ commitment to make certain tickets available to the community free of charge as

described below;

(2) All fees or royalties paid or payable by any sponsor or promoter

for or in connection with the right or privilege of selling or distributing tickets

or other rights for admission to the New Stadium;

(3) All service charges or other fees charged by Lessee for passes for

admission or ticket exchanges;

(4) Any and all other amounts received or receivable for or with

respect to the admission of spectators to the New Stadium; and

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D04: [01 cm. DOCS .CLEO 1165] LEAS E_6_12_%, -32-

 (5) The value of all credits, tradeoffs, setoffs, and other economic

benefits received in lieu of cash.

It is Lessee’s intention to make available free of charge a "reasonable number" of tickets for

each game played at the New Stadium to a nonprofit or civic organization for distribution to

low-income or disadvantaged persons. Such "reasonable number" shall be determined by Lessee

in light of NFL policies limiting the number of complimentary tickets and competing needs for

complimentary tickets, but shall in no event be less than two hundred and fifty (250) tickets per

game. ■

Lessee shall have full charge, authority and responsibility for the printing,

wording, custody, sale and distribution of tickets for admission to all professional football games

played by the Browns, and to all events or activities scheduled or arranged by Lessee to be held

at or to take place in the New Stadium. Subject to the free tickets described above, Lessee shall

have full discretion and authority with respect to establishing the prices to be charged for tickets

for admission, including promotional and charitable sales and distributions. Subject to

provisions in the Stadium Financing Agreement regarding the sale of PSLs, Lessee shall have

full discretion and authority with respect to establishing the time, place, manner of ticket sales

and eligibility to purchase tickets.

(b) Licensing and Broadcasting. All fees and revenues from all radio

and television licensing and broadcasting and other forms of telecommunications activities.

(c) Advertising: Scoreboard(s) and Signage. All fees and revenues

from advertising, signage (permanent or temporary) in or on the New Stadium or the Leased

Premises, including without limitation, scoreboard, screens, banners or displays, time clocks,

Electronically Filed 07/11/2025£16:02 / BRIEF / CV 25 110189 /5Confirmation Nbr. 3551678 / CLPXCessary for NFL games or

from which Lessee produces any advertising revenues throughout the entire year.

D04:(OlOtM,DOC$rCl-EnM^^ < i-» «

 (d) Food, Drink and Other Concessions. All revenues from and

charges for food and beverages, including alcoholic beverages (subject to all applicable licensing

requirements), all game programs, yearbooks, and similar publications relating to the Browns,

the NFL or otherwise.

(e) Novelty Sales. The proceeds of the sale of products including,

without limitation, NFL novelties and licensed products, to the general public.

(f) Premium Seating Payments. Revenues from all suite or club seats

located, or to be located, in the New Stadium; provided, that with respect to the suites and club

seats to be part of the New Stadium, the initial licensing and/or leasing shall be undertaken as

described in the Stadium Financing Agreement. Lessee acknowledges that its rights to the

Leased Premises are subject to the rights of the lessees or licensees under those premium seating

leases or licenses and the Lessee will by assignment accept and assume all the obligations and

liabilities of the lessor or licensor under those leases or licenses. Except with respect to the

initial term of any leases or licenses assumed pursuant to the previous sentence. Lessee shall

have full charge, authority and responsibility to lease, rent, license, sell or otherwise grant the

right to use the suites and club seats and to establish the price or prices to be charged therefor,

and Lessee shall be entitled to lease, rent, license, sell or otherwise grant the right to use each

suite and club seat to such persons or entities, for such term or period of time, and upon such

terms and conditions as it, in its sole discretion, deems desirable.

Net Proceeds from the sale at any time of permanent seat licenses ("PSLs") in

excess of $35 million shall be (i) paid to the City and applied by the City first to reimburse any

draws from the Capital Repair Fund made for the purpose of obtaining funds to pay the initial

costs of construction of the New Stadium and (ii) then shall be paid to the City and applied by

the City to reduce its contribution to the initial costs of construction of the New Stadium (by

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IXX:fOIGM.DOCS.CLEOll6ni-EASE_6_12_96. -34-
 redemption (in whole or in part) of the principal amount then outstanding under those Financing

Agreements, or as a credit toward future payments under those Financing Agreements).

"PSLs" shall refer only to the purchase for monetary consideration of a right or license that

entitles the owner thereof to purchase specific seating tickets for some or all New Stadium events

operated by the Lessee, its affiliates or licensees, for a period of years. Lessee acknowledges

that its rights to the Leased Premises are subject to the rights of licensees under the PSLs, and

the Lessee will by assignment accept and assume all the obligations and liabilities of the licensor

under the PSLs.

(g) Naming Rights for the New Stadium. All revenues received from

marketing the name of the New Stadium. The Lessee has the right to market the name of the

New Stadium as the venue for the Browns’ NFL games. Any name chosen by Lessee shall be

consistent with the NFL’s then current policy with respect to the promotion and image of

professional football taking due account of the fact that the game has substantial interest and

appeal to youth. The Lessee shall use commercially reasonable efforts to sell naming rights to

a telecommunications company, financial institution, technology company, airline or other

transportation company or major Cleveland-area employer. The Lessee shall not permit any

name to be given to the New Stadium without prior approval of the City Council, which

approval shall not be withheld unless the proposed name (i) violates applicable law or (H) would

reasonably cause embarrassment to the City (such as names containing slang, barbarisms or

profanity, that could be construed to encourage the use of tobacco or alcohol by minors, that

relate to any illicit drugs or any sexually oriented business or enterprise, or that contain an overt

political reference). The City shall be deemed to have given its approval to any name requested

by the Lessee unless, within thirty (30) days following the Lessee’s request for such approval,

the City notifies the Lessee of its disapproval and furnishes a written explanation, in reasonable

detail, of the reasons why such name violates applicable law or would reasonably cause

embarrassment to the City. Without limiting the foregoing, the City may not condition its
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tXM:(0KIM.DOCS.CLEDlI6J]LEASE 6 12 96. -35-

 approval upon receipt of any consideration from either the Lessee or the party acquiring the

naming rights*

(h) Promotions. Alt revenues, fees and charges from promotional

. activities relating to Browns and non-Browns activities.

(i) Other Events. Except for City Events, all revenues, fees and

charges from all sporting, entertainment and other events held in the New Stadium including,

without limitation, New Stadium rent, tickets, ticket surcharges, concessions, programs,

novelties, and advertising.

13. Exjsting Pedestrian Walkway. The City shall undertake to maintain in a

safe and prudent manner that certain existing pedestrian walkway extending from the Mall "C"

(■"Walkway") over certain railroad rights and under the Cleveland Memorial Shoreway to the

Leased Premises.

14. Capital Repairs.

(a) Definition of Capital Repairs. Subject to the provisions of this

Lease, including without limitation Sections 14(f) and 22(h), all Capital Repairs and, to the

extent provided in Section 14(h), Emergency Repairs, shall be made by the City at the times and

subject to the procedures and limitations specified in this Section 14, including without limitation

Section 14(f). The principal source of funds for Capital Repairs shall be the Capital Repair

Fund. The Capital Repair Fund shall be established and funded by the City as provided herein

and (except as provided in Section 19(b)) shall be available only to make Capital Repairs. The

Capital Repair Fund shall not be used for ordinary maintenance and repair obligations or for

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678/ CLPXCSection 11 of this Lease.

■ "Capital Repairs" shall be defined as all Work for:

 (j) prudent and extraordinary repairs;

(ii) repairs that have a useful life of greater than seven (7) years;

(iii) repairs that are necessary, in the Lessee’s reasonable judgment, to

maintain the roof, foundation and the structural integrity of the

New Stadium and preserve its usefulness for the purposes for

which it is being leased hereunder;

(iv) all "Capital Improvements." which are defined as all capital

modifications or additions to the existing facilities in the New

Stadium that maintain both the economic competitiveness of the

New Stadium and its revenue potential as compared to other NFL

stadia generally and create new revenue enhancing opportunities

consistent with those provided in the top one-half of NFL stadia

generally, and including modifications and additions that are

intended to reduce the cost of the operation and maintenance of the

• New Stadium; and

(v) such modifications or additions required by applicable City of

Cleveland, County of Cuyahoga, State of Ohio or federal laws,

rules, regulations, or building codes, including accommodations

required to be made under the Americans with Disabilities Act of

1990, as amended.

Capital Repairs shall also include:

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DM :I0I(B4.DOCS.CLE01165]LEASE_6_ 12^96. -37-

 (A) painting or application of protective coatings no more often than once

every five (5) years;

(B) after exhaustion of claims against any third parties, items covered under

warranty and items that are the result of unsatisfactory work on the initial

construction of the New Stadium and replacements caused by settling (i.e..

broken glass, cracked windows, concrete);

(C) replacement of carpeting no more than once every five (5) years;

(D) repairs to or replacement of the playing surface of the New Stadium but

only if such repair or replacement is required as a result of the City’s

construction of other Capital Repairs;

(E) upgrades of components to field lighting and the score board (including

message board, bulbs and circuit breaker panels) no more often than once

every ten (10) years; and

(F) cleaning of the exterior facade of the New Stadium no more often than

once every ten (10) years.

Notwithstanding the foregoing, for the first ten (10) years following the Commencement Date,

no Capital Improvements shall be deemed to be Capital Repairs; provided, however, that

modifications or additions to existing television or cable broadcasting infrastructure and field

lighting systems may be deemed to be Capital Repairs during such ten-year period if such

modifications or improvements are required by NFL standards that apply generally to all stadia

in which NFL football games are played.

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WM :[0K34. DOCS. CLEO! 16J]LEA5E_6J2_96. -38-

 Capital Repairs shall not include:

(H) items that would otherwise be Capital Repairs but that are necessitated by

the actions of the Lessee and are not attributable to ordinary wear and

. tear; .

(I) periodic painting or the application of protective coatings more frequently

than once every five (5) years;

(J) repairs to carpeting or replacement of carpeting more frequently than once

every five (5) years;

(K) repairs to or replacement of the playing surface within the New Stadium

(unless such repair or replacement is required as a result of City’s

construction of other Capital Repairs);

(L) upgrades to components of the scoreboard more frequently than once

every ten (10) years;

(M) upkeep of the exterior facade of the New Stadium, or cleaning the exterior

facade of the New Stadium more frequently than once every ten (10)

years;

(N) routine maintenance of plumbing systems, electrical systems, mechanical

systems or heating, ventilation or air conditioning systems; or

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr.33551678 / CLPXC1 ipp 1 ementary equipment

in any public restaurants in the New Stadium.

DM :[01OM.DOCS.CLE0116S]LEASE_6_12_96. -39-
 (b) Proposal of Capital Repairs. Either the City or the Lessee may

propose that Capital Repairs be made to the Leased Premises. If either the City or the Lessee

knows of or discovers any legal requirements necessitating a Capital Repair, or any condition

or defect in, damage to, or alteration of the physical structure, fixtures, appurtenances,

machinery, equipment, furniture, systems, surfaces or any other component of the Leased

• Premises necessitating a Capital Repair, such party shall promptly notify the other of such legal

requirement or condition. If the Lessee proposes the Capital Repair, it shall submit its request

in writing to the City specifying the proposed work and representing that such work falls within

the definition of Capital Repairs set forth in Section 14(a). Proposals for Capital Repairs must

include cost estimates, preliminary design work (to be followed by more detailed plans) and

proposed timetables. The cost for the preliminary design work .is reimbursable from the Capital

Repair Fund if the Work qualifies as a Capital Repair, The City shall review such request and

determine, in its reasonable judgment, whether such proposed work is a Capital Repair. The

City agrees that it will not unreasonably withhold, delay or condition its review and

determination. The City shall make such determination within thirty (30) days following its

receipt of the written request from the Lessee, If the City agrees that such proposed work is a

Capital Repair, the City shall notify the Lessee, within such thirty-day period, and proceed with

such work as described in Section 14(c). If the City does not agree that such proposed work is

a Capital Repair, the City shall deliver, within such thirty-day period, a written determination

to that effect to the Lessee including its reasons for such determination. Failure by the City to

respond shall be deemed to be a denial of the proposal. The Lessee may, but shall not be

required to, make any modifications or revisions to its request and resubmit such request to the

City for determination in the same manner provided above; provided that the City’s time for

making its determination on such resubmission shall be fifteen (15) days rather than thirty (30)

days following receipt of request. Any change to the Capital Repair requested by the Lessee

during the process of proposal of the Capital Repair shall be submitted and considered in the

same manner provided above. If the City proposes the Capital Repair, it shall submit its

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXCtating that the City deems

D«:(0t0M.fXK3.CLE0tl6JJLEASE_6j2_96. ' ■ *40" .

 such work to be a Capital Repair as defined in Section 14(a). The proposal shall include cost

estimates, preliminary design work and proposed timetables. The City agrees to cause Capital

Repairs to be made in such a way so as to minimize interference with Lessee’s use of the Leased

Premises. The City shall use reasonable efforts (except in case of an emergency) to make all

Capital Repairs other than during the NFL regular season. The Lessee shall be prohibited from

pursuing any cause of action against the City for failure to make Capital Repairs, unless the

Lessee has complied with the procedures set forth in this Section 14.

(c) Preparation of Capital Repair Plans. The City shall work with its

architect, which may be either an employee of the City or an outside consultant, to prepare

construction drawings and specifications for making all Capital Repairs (the "Capital Repair

Plans"). The City, through the Capital Repair Fund, shall be responsible for paying the

architect’s fees and expenses and all other costs associated with making the Capital Repair Plans.

The City and Lessee agree that such Capital Repair Plans for Capital Repairs other than Capital

Improvements shall propose commercially reasonable repairs viewed in light of the then-expected

remaining useful life of the Stadium (the "Capital Repain Standard"). The Capital Repair Plans

for Capital Improvements shall conform to the standards described in Section I4(a)(iv). The

City shall cause the Capital Repair Plans to be prepared and delivered to the Lessee within one

hundred twenty (120) days after the City's determination pursuant to Section 14(b) above. The

Lessee shall have the right to review the Capital Repair Plans to assure compliance with the

Capital Repairs Standard, that the Capital Repair Plans will not materially adversely affect

Lessee’s use of the New Stadium for its intended purposes, and, with respect to a Capital

Improvement, that such Capital Repair is otherwise reasonably acceptable and in accordance with

Section 14(a)(iv). The Lessee agrees that it will not unreasonably withhold, delay or condition

its review and approval of such Capital Repair Plans. la the event the Lessee reasonably

believes that the Capital Repair Plans do not conform to the Capital Repairs Standard or with

Electronically Filed 07/11/2025 16:021/ BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXCtion 14(a)(iv), or that the

Capital Repair Plans will materially adversely affect the Lessee's use of the New Stadium for

DO4: [0 KIM. DOCS.CLEO U6J1 LEASE 6 12 w -41-

 its intended purposes, the Lessee shall so notify the City of such determination within thirty (30)

days after the Capital Repair Plans are delivered to the Lessee. In the event that the City and

the Lessee disagree concerning any portion of the Capital Repair Plans, such dispute shall be

sealed in accordance with Section 14(e); provided that while the dispute is pending, the City

shall not have the right to proceed with the construction of the Capital Repairs as proposed in

. the Capital Repair Plans (other than in an emergency).

(d) Construction of Capital Repairs. After the Capital Repair Plans

have been reviewed and approved or otherwise established, the City agrees to cause the Capital

Repairs to be made and carried out in accordance with such Capital Repair Plans. The City

shall have the exclusive and unconditional right to control the site on which the Capital Repairs

will be made; provided, however, the City shall conduct such Capital Repairs so as to prevent

or at least minimize as much as practicable (a) inconvenience to patrons of NFL games and other

events at the New Stadium; (b) any reduction in seating capacity and parking spaces at the New

Stadium and (c) interference with Lessee’s (or event patron’s) use or enjoyment of the New

Stadium. The City shall have the exclusive right to select and enter into contracts with any and

all contractors, subcontractors, suppliers, vendors, architects, engineers, construction manager,

project managers, consultants or other entities or individuals with respect to the completion of

the Capital Repairs. The City shall use its best efforts to obtain for the benefit of the City and

the Lessee from each contractor and subcontractor commercial warranties for all work performed

by such contractor or subcontractor. Capital Repairs must be completed to a standard of quality

which is the same as that of the original component in the case of Capital Repairs other than

Capital Improvements or of the same condition as the other capital components of the Leased

Premises in the case of Capital Improvements. In the event that the work completed is

unsatisfactory then all reasonable remedies must be sought against the contractor or

subcontractor. The City shall use its best efforts to ensure the work performed by each

contractor and subcontractor is performed in a good and workmanlike manner and in accordance

with the Capital Repair Plans. All Capital Repairs must be completed in accordance with all
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
004:101034. DOCS. CLJEO11«1LEASE_6_1: “42-
 applicable zoning, health, environmental and all other governmental regulations, ordinances or

statutes.

After the proposal of the Capital Repairs by the Lessee, the Lessee shall

have the right to request only such changes in the Capital Repair Plans as are required by

unforeseeable circumstances by submitting to the City a written request for a change order. If

the proposed change is acceptable to the City, in its sole and absolute discretion, the City shall

prepare a change order and cause the Capital Repair Plans to be revised accordingly.

(e) Resolution of Disputes. The City and the Lessee agree to attempt

in good faith to resolve any disagreement with respect to alterations referred to in Section 11(f)

and with respect to Capital Repairs referred to in this Section 14 promptly by negotiations

between the City’s representative and the Lessee’s representative who each has been designated

to settle the disagreement. Within ten (10) business days after receipt by one party of the

determination or notice from the other referred to in Section 11(f), Section 14(b) or Section

14(c), respectively, the party receiving the determination or notice shall deliver to the other the

required written response. The determination or notice and the response shall include (i) a

statement of such party’s position and a summary of the evidence and arguments supporting its

position, and (ii) the name(s) and title(s) of the authorized representatives who will represent that

party. The authorized representatives shall meet at a mutually acceptable time and place within

five (5) business days of the date of the response and thereafter as often as they reasonably deem

necessary to exchange relevant information and to attempt to resolve the disagreement. If the

disagreement has not been resolved within thirty (30) calendar days of the first meeting of the

authorized representatives on the disagreement, then the disagreement shall be settled by

arbitration conducted before three (3) arbitrators in accordance with the then existing rules of

the American Arbitration Association. Such arbitrators shall be required to review such

disagreement against the Capital Repairs Standard or, with respect to Capital Improvements,

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JXH:[0I<G4.DOCS.CLE0116JJLEASE_6_12_96. ' -43-

 Section 14, including Section 14(f). In any arbitration, the parties shall be entitled to conduct

discovery in accordance with the applicable rules of the Federal Rules of Civil Procedure, with

such modifications thereto as may be mutually agreeable to the parties. In the event the parties

are unable to agree on the three arbitrators, the parties shall select the three arbitrators by

striking alternatively (the first to strike being chosen by lot) from a list of thirteen arbitrators

designated by the American Arbitration Association. Each of the parties to the arbitration shall

bear the cost of the arbitration on such equitable basis as the arbitrators of the matter shall

determine. Notwithstanding the foregoing, nothing in this Agreement shall preclude any party

from filing any action in a court of competent jurisdiction seeking any temporary restraining

order or preliminary injunction.

(0 Capital Repair Fund.

(i) The City shall establish a Capital Repair Fund as a

. segregated fund of the City, separate and apart from other funds of the City. The

City shall annually deposit in the Capital Repair Fund the amounts shown on

Schedule 14(f) (as such Schedule may be modified by the City to account for

advance contributions in accordance with this subsection (f)), less amounts

redirected from the Capital Repair Fund to the costs of constructing the New

Stadium as described in Section 3.6 of the Stadium Financing Agreement.

(1) The funds in the Capital Repair Fund shall be invested by

the City in the same manner as other City funds. Investment income

earned on the amounts in the Capital Repair Fund shall remain in the

Capital Repair Fund and shall not be used as a credit against future

contributions. The City and the Lessee shall, prior to the Commencement

Date, jointly develop an initial Capital Repair Fund Budget, which shall

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXCintage allocation of the

DO<: JO1034. DOCS, CLEO 116J]LEASE_6J1_«. ' "44"

 aggregate Capital Repair Fund as between Capital Improvement items and

other Capital Repair items, schedules showing the various components of

the improvements for which reserves should be established, appropriate

reserves over the Term of the Lease for certain Capital Repairs that are

not Capital Improvements (the "Reserves"). and any portions of the

Reserves that the City believes will or may need to be used for Capital

Repairs during any particular calendar year. Each year, after reviewing

the then current Capital Repair Audit (as defined in Section 14(g)) and

written requests by the Lessee for Capital Repairs, the City shall propose

revisions to the Capital Repair Fund Budget. The Lessee shall have the

opportunity to review and approve such proposed revisions to such

percentages, schedules and Reserves, which approval shall not be

unreasonably withheld, delayed or conditioned. The City and the Lessee

agree to work together in good faith to agree on such percentages,

schedules and Reserves. As provided in the NFL Agreement, in the event

that any amount of the Capital Repair Fund is used for the initial

construction of the New Stadium, a minimum amount of $500,000.00

should remain available for Capital Repairs upon completion of the New

Stadium,

(2) The City shall proceed with reasonable diligence to make

all Material Capital Repairs.

(3) If the Capital Repair is a Capital Improvement, the City

shall be obligated to make such Capital Improvement only if funds other

than Reserves and other than those previously allocated for Capital

Repairs are available in the Capital Repair Fund. If sufficient funds are
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
not then available in the Capital Repair Fund, the Lessee shall have the

DG4: [01OM. DOCS .CLEO II65] LEAS E_6_ 12^96. -45-

 right, but not the obligation, to fund the shortfall for such Capital

Improvement as provided in Section 14(i). In no event shall the City be

required to make Capital Improvements to the Leased Premises in excess

of the amounts allocated to Capital Improvements in the Capital Repair

Fund Budget.

(4) If there are not adequate funds available in the Capital

Repair Fund (net of amounts committed for use) to cover the cost of a

Capital Repair that is not a Capital Improvement or a Material Capital

Repair, the City shall make the repair as soon as it is practical and

prudent to do so, in the City’s reasonable discretion, taking into account

the City’s responsibility as owner of the Stadium facility, the fiscal

constraints of the City and the amount of Reserves then available and the

amount of Reserves projected to be needed for other Capital Repairs

pursuant to the Capital Repair Plans. To the extent that the City makes

any Capital Repairs costing more than the amounts then available in the

Capital Repair Fund to pay for such repairs, the City may pay for such

Capital Repairs with advances of deposits scheduled to be made in future

years, whereupon the City shall be permitted to revise the Capital Repair

Fund amounts set forth on Schedule 14(f) and reduce dollar for dollar

such deposits scheduled to be made in the future.

(ii) Any amounts from the Capital Repair Fund applied toward

the construction of any Capital Repair may be distributed to the Lessee, to third

parties or to the City as provided in this Section 14(f). The amounts payable

shall be reimbursed, to the extent available from the Capital Repair Fund,

following the Lessee’s or the City’s submission in writing to the City (or the

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

MM^OlOM-DOCSCLEOIianLEASEX11-^ “46-
 (1) a summary of bills aggregating the total for which

a reimbursement is being requested;

(2) a copy of each individual invoice from any architect,

contractor or engineer or any other person charging a fee for work

performed pursuant to Section 14;

(3) Hen releases in a form reasonably satisfactory to the

City, executed by such architect, contractor or engineer relating to

invoices previously paid pursuant to a pay request; and

(4) requisitions for work completed which have been

agreed to by the Lessee’s contractor, the Lessee, the Lessee’s architect

and the Lessee’s construction manager, if any.

(ii i) All withdrawals from the Capital Repair Fund for the

purpose of making Capital Repairs shall be countersigned by both parties. Any

party refusing to sign such withdrawal request shall deliver to the other party a

statement of the basis (with reasonable detail) for such recipient’s objection

thereto.

(g) Capital Repair Audit. Commencing on the fifth (5th) January 1

after the Commencement Date, and on each fifth (5th) January 1 thereafter during thd term of

this Lease, the City shall, as an expense of the Capital Repair Fund, provide the Lessee with a

structural and capital component inspection report from a licensed engineer, reasonably

acceptable to the Lessee, having at least ten (10) years of experience in performing structural

and capital component inspections of commercial buildings, including stadia, and otherwise

Electronically Filed 07/11/2025 16:02 / BRIEF / CV25 110189 /Confirmation Nbr. 3551678 / CLPXCepair Engineer1”). The

DO4: [01034. DOGS. CLEO 1165] LEAS E_6_ll_«. -47-

 Capital Repair Engineer shall report on the condition of the structure and each capital component

of the Leased Premises, which report shall include suggestions for any current Capital Repairs

that are necessary to the Leased Premises and suggestions for revisions to the allocations in the

Capital Repair Fund Budget (such report, the "Capital Repair Audit"). The City shall maintain

, a log for the Leased Premises, which log shall include a copy of all Capital Repair Audits as

well as a record in reasonable detail of all Capital Repairs undertaken by the City or the City’s

agents or representatives. ‘

(h) Emergency Repairs. Emergency Repairs shall be made by the City

in accordance with law. However, in the event that the City does not timely make such

Emergency Repairs, then the Lessee shall have the right to make such repairs, so long as the

Lessee undertakes best efforts to notify the City of the need for such repairs before commencing

to undertake the same. "Emergency Repairs" are those Capital Repairs which, if not

immediately made, would endanger the health and safety of the people working in or attending

an event in the New Stadium, would cause imminent damage to any significant component of

the New Stadium, or would render the New Stadium, or any material mechanical, electrical or

plumbing system or other significant component thereof, unusable for previously scheduled

events. Notwithstanding the other provisions of Section 14, the Lessee may submit a request

to the Lessor for payment of the cost of the repairs made by the Lessee for approval by the

Lessor in accordance with the procedures and requirements set forth in Section 14(f). In the

event that such repair qualifies as an Emergency Repair, then the Capital Repair Fund may be

an eligible funding source for such repair. In making such Emergency Repairs, the Lessee shall

comply with all the requirements of Section 14(f)(ii), and the costs of such Emergency Repairs

shall be eligible for reimbursement to the Lessee from the Capital Repair Fund by the City only

if the Lessee has complied with all of such requirements. The Emergency Repairs shall be the

only exception to the normal pre-approval procedures established in this Section 14.

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D0M01GJ4.DOC5.CLEDII65]LEA$E 6 12 %. -48-
 (i) Lessee’s Capital Improvements. If Lessee shall choose to make any

Capital Improvement, approved in accordance with the procedures specified in Sections 14(a)

through 14(e) above, for which sufficient funds are not then on deposit in the Capital Repair

Fund (net of then existing Reserves and money allocated for Capital Repairs previously agreed

upon pursuant to this Section 14), the City shall apply any funds then on deposit in the Capital

' Repair Fund (net of then existing Reserves and money allocated for Capital Repairs previously

agreed upon pursuant to this Section 14) toward the cost of such Capital Improvement provided

the Lessee shall: (i) fully fund the difference between the cost of such Capital Improvement and

the portion of such cost that can be funded from funds on deposit in the Capital Repair Fund (net

of then existing Reserves and money allocated for Capital Repairs previously agreed upon

pursuant to this Section 14) (such amount, the "Overage"); and (ii) agree in writing to indemnify

and hold the City harmless from and against the Overage.

15. Title to Alterations and Capital Repairs. Title to all alterations and Capital

Repairs made to the Leased Premises hereof shall become a part of the Leased Premises and

shall remain upon and be surrendered with the Leased Premises at the end of the term of this

Lease; provided, that if prior to the termination of this Lease by expiration or otherwise, or

within thirty (30) days thereafter, the City so directs by written notice to the Lessee, the Lessee

shall remove any specified improvements or alterations made to the Leased Premises by the

Lessee; provided that if the City had the opportunity to consent to the construction or completion

of such improvements or alterations, then it shall have designated at the time of such consent

whether such improvements or alterations were to be removed. Notwithstanding the foregoing,

any fixtures or personal property which were installed in the New Stadium by and at the expense

of Lessee and were not provided as part of the Project Budget (as defined in ±e Stadium

Financing Agreement) (and, therefore, not identified in the Lease Commencement Certificate)

may be removed by the Lessee at or prior to expiration or termination of the Lease. The Lessee

shall pay or cause to be paid promptly to the City the cost of repairing any damage arising from

ElectronicallyL Filed 07/11/2025[16:02 / BRIEF / CV 25 110189*/ Confirmation Nbr. 3551678 / CLPXCor to such removal.

D(X:(OiaM.DOCS.CLEOl!&5]LEA5E_6J2_9ifi. ’ “49-
 16. Use of Premises.

(a) Permitted Use. The Lessee may use the Leased Premises for (i)

hosting NFL sanctioned football games in the New Stadium, (ii) for the conducting of practices

or workouts by professional football teams, whether or not for exhibition to the public, (hi)

selling or granting to third parties the right to the sell tickets or seats and for the conducting and

exhibiting by the Lessee to the public other events or activities directly related to, held in

connection with, or involving the playing or exhibition of, professional football games, (iv) for

administrative office use; (v) for restaurants or food or beverage service facilities by Lessee or

by Lessee’s designee(s); (vi) for other sporting events, musical concerts and other events and

activities that lawfully may be conducted on the Leased Premises; provided, however, that the

Lessee shall give thirty (30) days’ prior written notice to the Director of Parks, Recreation and

Properties and to the Director of Public Safety before allowing use of the Leased Premises for

any events or activities not customarily held in or about municipal football stadiums or for any

purpose contrary to public policy and unprotected by the First Amendment of the United States

Constitution. Lessee shall use and occupy the Leased Premises in a carefill, safe, prudent and

proper manner, and shall not permit or commit any waste of or to the Leased Premises or to the

New Stadium, the structures and improvements thereon, or the fixtures and articles of personal

property attached or appurtenant thereto or used in connection therewith, normal wear and tear

excepted.

(b) Unlawful Use. The Lessee will not use or allow the Leased

Premises or any part thereof to be used or occupied for any purpose inconsistent with or

contrary to the Ordinances of the City or the laws of the State of Ohio, and will not suffer any

act to be done or any condition to exist on the Leased Premises or any part thereof which

constitutes a nuisance, public or private. The Lessee shall not commit, or knowingly allow to

be committed, any act or acts in or upon the Leased Premises which shall be unreasonably

ElectronicallyjFiled 07/11/2025 16:02 / BRIEFJ/ CV 25 110189 / Confirmation Nbr. 3551678 / CLPXCgeneral public.

DO440lW.DOCS.CLE01i65]LEASE_6_ll_96. • -50-
 17. Compliance with Laws. The City covenants and agrees to deliver, on the

Commencement Date, the Leased Premises, which shall be in compliance with all then existing

laws, statutes, ordinances, orders, rules, and regulations of every duly constituted governmental

authority or agency having jurisdiction over the Leased Premises and the construction, use and

occupancy thereof, including, without limitation, Environmental Laws and the Americans with

Disabilities Act of 1990, as amended. Throughout the term of this Lease, the Lessee, at its sole

cost and expense, will or will cause others within its reasonable control to comply promptly with

all present and future laws, statutes, ordinances, orders, rules, and regulations of every duly

constituted governmental authority or agency relating' to the Leased Premises or the use and

occupancy thereof, including, without limitation. Environmental Laws, and will not suffer or

permit to remain any use or manner of use of or any condition upon the Leased Premises in

violation of any such laws, ordinances, orders, rules, and regulations relating to the use and

occupancy of the Leased Premises. If the City’s failure to make a Capital Repair results in the

failure by the Lessee to be in compliance with any laws, ordinances, orders, rules, and

regulations relating to the use and occupancy of the Leased Premises, such failure by the Lessee

shall not constitute a breach of this covenant.

18. Indemnification. Lessee shall, and does hereby agree to, indemnify,

defend and hold the City, harmless from and against any and all liabilities, obligations, claims,

demands, penalties and other costs, charges and expenses, including reasonable architects’ and

attorneys' fees, that may be imposed upon or incurred by the City, or to which the City may

become subject resulting, directly or indirectly, (a) by reason of the Lessee’s use, possession,

occupation, operation, repair, maintenance or management of or condition suffered or permitted

to remain upon the Leased Premises by Lessee (ordinary wear and tear excepted) or by reason

of alterations carried out by Lessee; (b) resulting by reason of any act or omission, negligence

or wrongdoing by or on behalf of Lessee or its officers, agents, representatives, employees,

servants, licensees or invitees (other than those acts or omissions, negligence or wrongdoing that
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
. are insurable at commercially reasonable rates, provided that if Lessee fails to obtain and

DM:[0!GH. DOCS. CLEO! 1651 LEA5E_6J2_96. -51-

 maintain such insurance against such liabilities and expenses, then such exclusion shall not

apply); (c) by reason of any accident, injury, or damage to any person or property occurring in,

on or about the Leased Premises or the Walkway; (d) or resulting by reason of any breach or

failure on the part of Lessee to pay, perform, observe or otherwise comply with any of the

covenants, terms, conditions and provisions on its part to be paid, performed, observed or

otherwise complied with under the terms of this Lease. None of the foregoing are intended to

limit or affect in any way the City’s obligation to provide Capital Repairs pursuant to Section

14 or to deliver, on the Commencement Date, the Leased Premises in compliance with laws

pursuant to Section 17. ,■

In case any action or proceeding is brought against the City by reason of

any such claim, the Lessee, upon written notice from the City will, at the Lessee’s expense,

resist or defend such action or proceeding by counsel selected by the Lessee and approved by

the Director of Law.

19. Insurance.

(a) Lessee Insurance Requirements. From and after the

Commencement Date, Lessee, at its sole expense, shall maintain the types and kinds of insurance

described in (a) and (b) below. The amount or amounts of the insurance in (a) below shall

initially be as set forth on Schedule 19 attached hereto. The amounts of coverage may,

however, be changed by the City once every three (3) calendar years commencing on the

January 1 immediately following the Commencement Date based upon the results of a review

by Lessee’s insurance consultant who shall consult with Lessee and the City. Such review by

the Lessee’s insurance consultant shall be at the Lessee’s sole cost and expense, may be

completed no earlier than the September 30th immediately prior to the proposed date of change,

and shall report on the types and amounts of insurance as are then customarily available for
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
facilities and activities held in NFL stadia generally.

DO4:I0I(XM .DOCS.CL£01 165]LEA5E_6J2_96. -52-

 (1) Comprehensive general public liability insurance of the type

generally carried by owners and operators of a stadium similar to the New

Stadium, and consistent with the usage thereof, which shall include coverage for

personal liability, liquor liability, contractual liability (including all liabilities of

Lessee pursuant to Section 18 if and to the extent such insurance is available at

commercially reasonable rates), Lessees’ legal liability, bodily injury (including

death) and property damage, all on an occurrence basis with respect to the

business carried on, in and from the Leased Premises and Lessee’s use and

occupancy of the Leased Premises with coverage for any one occurrence or claim

of not less than the amounts set forth on Schedule 19 and with deductibles not in

excess of the amounts set forth on Schedule 19.

(2) Worker’s compensation insurance.

(3) Business interruption insurance.

(4) Vehicle insurance.

(5) All insurance described in (1) and (4) above shall be in

place prior to any entry by Lessee onto the Leased Premises prior to the

Commencement Date as permitted by Section 6(a).

All insurance provided for in this Section 19(a) (other than worker’s compensation insurance)

shall be effected under valid and enforceable policies in form and shall be written by companies

licensed to transact business in Ohio and shall be reasonably satisfactory to the City. The

liability, business interruption and vehicle insurance policies shall include the City as an

additional insured under such policies. Upon or prior to the effective date of insurance policies
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
required under this Lease and thereafter not less than thirty (30) days prior to the expiration

DM: [01054. DOCS. CLEO 116J]LEASE_6_1I_96. -53-.

 dates of policies theretofore furnished pursuant to this Section, originals of the policies or

certificates or memoranda thereof shall be furnished to the City, and the Lessee shall furnish to

the City evidence of payment of premiums in accordance with the Lessee's regular course of

business, but in any event in time to prevent cancellation for nonpayment.

(b) City Insurance Requirements. The City shall obtain and maintain

fire and extended property insurance which shall cover all improvements to the Leased Premises

(but not the personal property of the Lessee), which insurance shall be tn an amount not less

than eighty percent (80%) of the replacement cost of such improvements, as such may increase

from time to time, without deduction for depreciation, and shall name the City as loss payee.

The City may make advances from the Capital Repair Fund to pay the premium for such fire

and extended property insurance, provided that any such advances from the Capital Repair Fund

shall be reimbursed by the City on or before the March 1 immediately following the date on

which the premium is so paid.

(c) Waiver of Subrogation. Lessee hereby waives and releases all

causes and rights of recovery against the City for any loss or damage to property arising by

reason of any peril insured against under the policies of insurance described in Section 19(a) or

otherwise, regardless of cause or origin, including any act of neglect or omission by the City

or its respective officers, agents, representatives, employees, servants, licensees or invitees, but

only to the extent that any right to recovery by such releasing party under said policy or policies

of insurance is not thereby impaired or adversely affected in whole or in part. Each such policy

of insurance shall contain an endorsement recognizing the foregoing waiver and release and

waiving all rights of subrogation by the insurer against either party hereto. The foregoing

waiver and release by Lessee of the City with respect to the policies of insurance described in

Section 19(a) shall not apply to any deductibles assumed by the Lessee or to any loss or damage

in excess of the maximum coverages required thereunder. To the extent the City carries any
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

DO4 :[0! CM. DOCS. CLEO t1 «]LEA5E_6J2_96. -54-

 action and rights of recovery against Lessee for any loss or damage to property arising by reason

of any peril insured against under such policies of insurance, regardless of cause or origin,

including any act of neglect or omission by Lessee or its respective officers, agents,

representatives, employees, servants, licensees, or invitees, but only to the extent that any right

to recovery by the City under said policy or policies of insurance is not thereby impaired or

adversely affected in whole or in part. Such policy of insurance shall contain an endorsement

recognizing the foregoing waiver and release and waiving all rights of subrogation by the insurer

against either party hereto.

20. Damage or Destruction.

(a) Repair of Damage. If at any time during the term of this Lease,

the improvements on the Leased Premises or any part thereof shall be damaged or destroyed by

fire or o±er cause of loss (including any cause of loss for which insurance coverage was not

obtained) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, or if the City

fails to make a Capital Repair which renders the New Stadium unusable for a scheduled event

in Lessee’s reasonable judgment, or if Lessee shall experience any interruption or suspension

in the provision or supply of utility service for more than ten (10) consecutive days. Lessee shall

not thereby be, or be deemed to be, relieved of its obligations hereunder to perform and observe

the covenants, duties and responsibilities on its part to be performed or observed, except as

otherwise provided in this Section 20 and in Section 22(h). In such event, the proceeds of

insurance maintained by the City pursuant to Section 19 upon receipt by the City plus the

amount of the deductible, if any, shall be deposited by the City in escrow with a third-party to

be used and distributed in accordance with this Section 20. The City shall proceed with

reasonable diligence (subject to a reasonable time allowance for the purpose of adjusting such

loss) to repair, alter, restore, replace, rebuild or supply the same as nearly as possible to a

condition reasonably satisfactory for the purposes to which the Lessee has been granted the right
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
of use and occupancy of the Leased Premises; provided, however, that the City shall not be

Dot: (01QM. DOCS. CLEOI 165] LEA5E_6_ 12_%. -55-

 required to expend from the Capital Repair Fund for such repair, alteration, restoration,

replacement, or rebuilding any amount that would reduce the Capital Repair Fund below the

Reserve amount other than to make the specific Capital Repair for which the Reserve exists.

If the estimated cost of repairing the damage to the Leased Premises exceeds the

available Capital Repair Fund balance plus the insurance proceeds, if any, plus the amount of

the deductible, if any, the City shall have three (3) months from the date of such damage or

destruction within which to determine, in the City’s sole discretion, whether the repair in excess

of such amount shall be made at the City’s sole expense. Should the City determine that such

repair of the Leased Premises shall not be made at the City’s expense, the Lessee shall have

sixty (60) days from the date of the City’s determination within which to determine in Lessee’s

sole discretion whether the repair in excess of such amount shall be made at Lessee's sole

expense. If the City determines to proceed and subject to additional requirements imposed by

weather conditions, permitting and authorization requirements, restrictions contained in this

Lease, receipt of commercially reasonable bids, and other ma nets outside of the control of the

City, the City shall proceed with reasonable diligence to commence the repair, alteration,

restoration, replacement, rebuilding or resupply within nine (9) months after the occurrence of

the damage or destruction and shall cause the repair, alteration, restoration, replacement or

rebuilding to be completed no later than twenty-four (24) months following the commencement

thereof, unless the parties agree to a longer period. If, following a determination by the City

not to make such repair, the Lessee also determines not to make such repair, the Lessee shall

have the right, after thirty (30) days prior written notice to the City, to terminate this Lease;

provided, however, that if by reason of the parties’ failure to make such repair, the Leased

Premises will remain unusable permanently, then, without further action by the Lessee, this

Lease shall terminate.

In the event that this Lease terminates following damage or destruction to the

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXCity and the Lessee in

D(M:[Ol034.DOCS.CLEOU65]LEASE>J2_96. ' “56-

 proportion to their respective original contributions to the cost of improvements on the Leased

Premises. For such purposes, Lessee*s contribution shall be reduced by (i) one hundred percent

(100%) of the amount of net proceeds received by the Lessee (or by the NFL on behalf of the

Lessee) from the sale of PSLs and (ii) forty percent (40%) of club seat revenues subject to a

waiver of Lessee’s gate-sharing obligations under the NFL Constitution. Upon termination of

this Lease, neither party shall have any further obligation under this Lease except as provided

in Section 50. If the Lease is terminated pursuant to this section, then the City shall work

cooperatively with the Lessee to identify an alternate stadium site for a minimum of thirty (30)

months following termination. .■

In the event that damage or destruction renders the Leased Premises unusable as

described in Section 20(b), then for and during the period of time that the Leased Premises

remain so unusable temporarily (plus up to fourteen (14) days thereafter), the City shall work

cooperatively with the Lessee to identify an alternate stadium site acceptable to Lessee and

facilitate the arrangements between the Lessee and the owner of such site at comparable cost to

the Lessee for use during the period that the Leased Premises are unusable. In such event, the

Lessee covenants to recommence the play of games at the New Stadium as soon as practicable,

but in no event later than fourteen (14) days, after the Leased Premises become usable.

(b) Reduced Seating Capacity. In the event of any such damage or

destruction, as a result of which the New Stadium cannot lawfully be used for a scheduled event

or if the spectator seating capacity of the New Stadium is diminished to less than eighty percent

(80%) of the general seating or seventy percent (70%) of the premium seating (i.e.. club seats

and private suites) of that existing immediately prior to such damage or destruction or if access

to the New Stadium is prevented, or if the City fails to make a Capital Repair which renders the

New Stadium unusable, in Lessee’s reasonable judgment, for a scheduled event, or if Lessee

shall experience any interruption or suspension in the provision or supply of utility service for
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
more than ten (10) consecutive days. Lessee shall be relieved of its covenant to play all of its

DM :[010W .DOCS.CLE0116S] LEASERJ -57-

 regular season home games and other games in the New Stadium as required by Section 9(a) for

and during the period of time that the Leased Premises remain so unusable (plus up to fourteen

(14) days thereafter). In such event, the Lessee covenants to recommence the play of games at

the New Stadium as soon as practicable, but in no event later than fourteen (14) days, after the

Leased Premises become usable. If, as a result of any such damage or destruction, or any other

reason not within the control or not the fault of the Lessee, the number of parking spaces

available to the Lessee from the City free of charge is diminished, the City shall use its best

efforts to provide to the Lessee alternative parking arrangements within reasonable proximity

to the New Stadium.

(c) Extension of Term. If, as a result of the events described in

Section 20(b), for each season that the Lessee is relieved of its obligation to play fifty percent

(50%) or more of its regular season home games in the New Stadium, the Lessee shall have the

right to extend the Term of this Lease for one (1) additional Lease Year.

21. Condemnation. To the extent permitted by law, the City shall not

condemn the Leased Premises or support a condemnation thereof by any other governmental

or quasi-governmental authority, except as may be required by the Federal Aviation

Administration. Any condemnation of all or a substantial portion of the Leased Premises by the

City or support by the City of a condemnation thereof by any other governmental or quasi-

governmenta! authority, except for the Federal Aviation Administration, shall constitute a breach

of Lessee’s quiet enjoyment pursuant to Section 38.

In the event that all of the Leased Premises, or a substantial portion thereof, shall

be acquired permanently by authority of any governmental entity in the exercise of its power of

eminent domain, and as a result of which the Leased Premises arc made unusable for purposes

of playing professional football therein, or if access to the New Stadium is prevented, or if either
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
spectator general seating or premium seating capacity is diminished to less than ninety-five

DO* :[0l(B4.DOCS.CLE01 t«]LEASE_6_I2_96. -58-

 percent (95%) of that existing immediately prior to the condemnation, and it is not commercially

reasonable in the City’s reasonable determination for the City to restore the same, the City may,

at its election, apply the proceeds of the condemnation award to provide facilities reasonably

acceptable to the Lessee in substitution for those taken by eminent domain, in which case this

Lease shall remain in force and effect with respect to the substituted facilities reasonably

acceptable to the Lessee, including the Lessee’s covenant that the Browns will play their home

games in the substitute facilities as required in Section 9 above. In the event that the City elects

not to so apply the proceeds of the condemnation award or the parties cannot agree on substitute

facilities, this Lease shall terminate upon the taking of physical possession by condemnor or

proposed condemnor. If the Lease is terminated pursuant to this Section, then the City shall use

its best efforts to provide the Lessee at Lessee’s expense with such alternative stadium site for

a minimum of thirty (30) months following termination.

In the event of any temporary or partial condemnation of the New Stadium, which

affects the Lessee’s use and occupancy of the Leased Premises as provided in this Lease, then

the proceeds of any award for or on account of said condemnation shall be used to enclose and

restore the remaining usable part of the New Stadium, if the same is, in the City’s reasonable

determination, commercially reasonable. If such event renders the New Stadium unusable for

purposes of playing professional football therein, the City shall work cooperatively with the

Lessee to identify substitute facilities for Lessee’s use and facilitate the arrangements between

the Lessee and the owner of such site at comparable cost to the Lessee during the period of time

that the Leased Premises remain so unusable (plus up to fourteen (14) days thereafter). In such

event, the Lessee covenants to recommence the play of games at the New Stadium as soon as

practicable, but in no event later than fourteen (14) days, after the Leased Premises become

usable. If as a result of a partial or temporary condemnation, for each season that the Lessee

is relieved of its obligation to play fifty percent (50%) or more of its regular season home games

in the New Stadium, the Lessee shall have the right to extend the Term of this Lease for one
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(1) additional Lease Year.

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 In any condemnation proceeding, each party shall have the right to claim and

receive from the condemning authority compensation for its losses, including, without limitation,

its respective interest in the Leased Premises, and its (or in the case of the Lessee, the NFL’s)

original contribution to the cost of improvements on the Leased Premises; provided, however,

the Lessee’s contribution shall be reduced by (i) one hundred percent (100%) of the amount of

net proceeds received by the Lessee (or by the NFL on behalf of the Lessee) from the sale of

PSLs and (ii) forty percent (40%) of club seat revenues subject to a waiver of Lessee’s gate­

sharing obligations under the NFL Constitution.

22. Default.

(a) Remedies of City. If any one or more of the following events

(each of which is herein sometimes called "Event of Default") shall happen:

(1) If default shall be made in the due and punctual payment of

any sums required to be paid by the Lessee to the City under the provisions of

this Lease when and as the same shall become due and payable and such default

shall continue for a period of thirty (30) days after notice in writing thereof by

the City to the Lessee; or

(2) If the Lessee shall be in default in the due and punctual

payment of any sums required to be paid by the Lessee to parties other than the

City or if the Lessee shall be in default of, or violate any covenant, agreement,

term or condition, and if any such failure, violation, or default shall continue

without cure for a period of ninety (90) days after notice in writing thereof by the

City to the Lessee, or if such default cannot, with due diligence, be cured within

ninety (90) days and Lessee shall not have commenced the cure thereof within
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such period and shall not be diligently proceeding to cure such default; or

DMtOtOM.DOCS.CLEOt !65]LEASE_6J2J>6. -60-

 (3) If the Lessee shall file a voluntary petition in bankruptcy or

shall be adjudicated a bankrupt or insolvent, or shall take the benefit of any

relevant legislation that may be in force for bankrupt or insolvent debtors or shall

file any petition or answer seeking any reorganization, arrangement, composition,

readjustment, liquidation, dissolution or similar relief for itself under any present

or future federal, state or other statute, law or regulation, or if any proceedings

shall be taken by the Lessee under any relevant bankruptcy law in force in any

jurisdiction available to the Lessee, or if the Lessee shall seek or consent to or

acquiesce in the appointment of any trustee, receiver or liquidator of the Lessee

or of the Leased Premises, or shall make any general assignment for the benefit

of creditors; or

(4) If a petition shall be filed against the Lessee seeking any

reorganization, arrangement, composition, readjustment, liquidation, dissolution

or similar relief under any present or future federal, state, or other statute, law

or regulation, and shall remain undismissed for an aggregate of one hundred

twenty (120) days, or if a trustee, receiver or liquidator of the Lessee or of all

of its properties or of the Leased Premises shall be appointed without the consent

or acquiescence of the Lessee and such appointment shall remain unvacated for

an aggregate of one hundred twenty (120) days,

the City may, at its option, at any time while such Event of Default continues, give written

notice to the Lessee specifying one or more such Events of Default and either require the Lessee

to perform its obligations as provided in Section 22(e) below, or state that this Lease and the

Term hereby demised shall expire and terminate on the date specified in such notice, and upon

the date specified in such notice, subject to the provisions of subsection (c) in this Section, this

Lease and the term hereof and all rights of the Lessee under this Lease shall expire and
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. terminate. In the event of any such termination, the City may, without further notice, enter

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 upon and re-enter the premises and facilities of the Leased Premises, and by summary

proceedings, ejectment or otherwise, may dispossess Lessee therefrom, and thereupon shall be

entitled to have, hold and enjoy the Leased Premises and the right to receive all rental of and

from the same. It is agreed and understood that, in the event of any such termination of this

Lease by the City, the Lessee shall not thereby be relieved of its duties, responsibilities and

obligations hereunder accruing prior to the date of such termination, or accruing thereafter.

In the event that the termination of this Lease is a result of a breach not within

the Lessee’s control, the City shall pay to the Lessee the amount of the Lessee’s contribution

to the costs of the improvements on the Leased Premises which remains unamortized and

unrecovered from the sum of (i) one hundred percent (100%) of the amount of net proceeds

received by the Lessee (or by the NFL on behalf of the Lessee) from the sale of PSLs and (ii)

forty percent (40%) of club seat revenues subject to a waiver of Lessee’s gate-sharing

obligations under the NFL Constitution, and termination of the Lease shall be specifically subject

to and conditional upon appropriation of such amounts. Such amounts may be payable over no

more than five (5) years with interest thereon at the rate paid on United States treasury bills

having a maturity closest to the term of such payments.

(b) City’s Right of Re-Entry. Upon any such expiration or termination

of this Lease, the Lessee shall quit and peacefully surrender the Leased Premises to the City,

and the City, upon or at any time after any such expiration or termination, may without further

notice, enter upon and re-enter the Leased Premises arid possess and repossess itself thereof, by

summary proceedings, ejectment or otherwise, and may dispossess the Lessee and remove the

Lessee and may have, hold and enjoy the Leased Premises and the right to receive all rental

income of and from the same.

(c) Lessee’s Liability to Date of Termination. No such expiration or

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D«4OlOM.D0CS.CLEOll65]LEASE__6_t2_96. -62-
 accrued to the date of such expiration and termination. In the event of any such expiration or

termination, whether or not the Leased Premises or any part thereof shall have been relet, the

Lessee shall pay to the City all charges required to be paid by the Lessee up to the time of such

expiration or termination of this Lease.

' (d) Lessee’s Subleases and Agreements. At the City’s option, upon any

such expiration or termination of this Lease, all the Lessee’s subleases, concession agreements

and similar agreements for use of the Leased Premises then in effect shall be deemed assigned

to the City by the Lessee, and the Lessee shall, upon notice from the City, execute and deliver

to the City instruments, in proper form, assigning to the City the Lessee’s interest in and to each

such sublease and agreement, the Lessee hereby irrevocably appointing the City, in the event

of the Lessee’s failure or refusal to comply with any such notice, as its attorney-in-fact to

execute any and all such assignments.

(e) Right of Specific Performance. The parties to this Lease hereby

acknowledge and agree that the subject matter of this Lease is unique, that the damages at law

for the breach of the NFL’s obligations under Section 3 or of any of Lessee’s obligations under

Section 9(a), 9(b)(2), 9(b)(3) and 9(c) of this Lease create irreparable harm and are not

ascertainable and that money damages or other legal relief cannot adequately compensate the

City for any such breach. Therefore, the parties have agreed and consented to, as evidenced by

their execution of this Lease, the City’s right to specific performance of the Lessee’s obligations

under those Sections of this Lease and to have, receive and hold an injunction from a court of

competent jurisdiction in the State of Ohio which enjoins the breaching of the provision of those

Sections of this Lease by Lessee.

(f) The City’s Remedies are Cumulative. In the event of any breach

by the Lessee of any of the covenants, agreements, terms or conditions contained in this Lease,

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 right and remedy allowed at law or in equity or by statute or otherwise for such breach as

though re-entry (only after termination or expiration of the Lease), summary proceedings, and

other remedies were not provided for in this Lease.

(g) Interest on Arrearages. All charges more than ten (10) days in

arrears and all other amounts collectible hereunder by the City shall bear interest at the rate of

eight percent (8%) per annum from their respective due dates until paid, provided that this shall

in no way limit, lessen, offset or affect any claim for damages by the City for any breach or

default by the Lessee.

- (h) Special Remedy of Lessee. In the event that the Mayor of the City

fails to include in the Mayor’s Estimate required to be prepared pursuant to Section 38 of the

Charter of the City a proposed appropriation of, or following such inclusion the Council of the

City fails to appropriate, funds adequate to meet "City Obligations" (as hereafter described) or

(in the case of unbudgeted City Obligations), the Mayor fails to seek ordinance authority or the

Council of the City fails to pass such ordinance(s) making appropriations for such City

Obligations, the Lessee shall have, in addition to all other rights and remedies provided in this

Lease, the following special remedy as described in this Section 22(h). First, the Lessee shall

notify the City that the Lessee believes in good faith that the City has failed to satisfy a City

Obligation. The Lessee’s notice shall describe the City Obligation and shall state the amount

of funds that the Lessee alleges have not been so included or appropriated by the City. Second,

within ten (10) days following receipt by the City of the Lessee’s notice, the City shall deliver

to the Lessee a written response. The parties hereby agree that the failure by the City to fulfill

any City Obligation shall constitute a breach and that the Lessee shall have a cause of action

against the City for money damages as a result of such breach. In the event that a court enters

a judgment for money damages against the City and such judgment remains unsatisfied for one

hundred eighty (180) days, then the Lessee shall have the right to terminate this Lease, upon

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W:[OiaM.DOCS.CLEOn<inL£ASE_6J2_96. ■' “64“

 Notwithstanding the foregoing, nothing in this Lease shall preclude any party from

filing any action in a court of competent jurisdiction seeking any temporary restraining order or

preliminary injunction or other remedy at law or equity, except for the right of termination

which is available only as specifically provided herein. A "City Obligation" shall be any one

of the three (3) obligations specifically set forth as follows:

(i) To make a contribution to the Capital Repair Fund required

by Section 14 of this Lease, as shown on Schedule 14(f);

(ii) To make any Material Capital Repair; and

(iii) To bear responsibility for costs associated with the condition

of the Leased Premises required by Section 26 of this Lease.

Notwithstanding any other remedy of the Lessee provided in this Lease or

pursuant to applicable law, the Lessee shall have the right to offset against any rental due

hereunder from the Lessee to the City any and all amounts which a court of proper jurisdiction

determines by final judgment, or which the arbitrators acting pursuant to Section 14(e) so

determine, is under applicable law due and owing from the City to the Lessee. For purposes

of this determination only, failure by the Council of the City to appropriate funds to satisfy such

obligation of the City shall not affect the City’s obligation to the Lessee.

23. Permitted Encumbrances. ■

(a) Subletting Allowed. The City hereby expressly consents to the

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subletting by the Lessee of any space available in the Leased Premises for food service,

D04:101034. DOCS.CLEOt 165] LEASE 6 12.96. -65-

 concessions, retail, service or entertainment operations of a type customarily found in similar

stadium facilities and consistent with the intended usage of the New Stadium, including, without

limitation, professional football games. All such subleases must terminate or be terminable upon

the expiration or earlier termination of this Lease unless otherwise expressly consented to by the

City, which consent shall not be unreasonably withheld. By way of illustration, the City’s

consent shall not be deemed to be unreasonably withheld if the sublease to be considered does

not contain market rate provisions, is not in a form acceptable to the City, or is not customary

in NFL football stadia generally.

(b) Pledge of Revenues. The Lessee may assign, pledge or otherwise

encumber (i) its interest in this Lease in conjunction with the encumbrance of its Franchise,

provided that any encumbrances of the Lessee’s interest in this Lease shall not permit any

foreclosure by the secured party of the Lessee’s leasehold interests hereunder separate and apart

from foreclosure on the Franchise and shall restrict the sale of the Lessee's leasehold interest

to the same person as is acquiring the Franchise, or (ii) its interest in the revenues derived from

the operation of the Leased Premises, as security for interim or permanent financing or

refinancing, obtained and used by the Lessee solely for the purposes of: (1) acquiring the

Franchise or refinancing the then current Franchise indebtedness; or (2) reimbursing the NFL

for its contribution to the costs of construction of the New Stadium; or (3) fulfilling its

obligations under this Lease; or (4) paying any other costs and expenses relating to the

maintenance and operation of the New Stadium, the NFL Franchise and the Browns. Such

financing shall be subject to compliance with the NFL debt ceiling as may be in effect from time

to time.

The City will provide written notice to the Lessee’s lender (of which the City has

been notified by Lessee as to its name and address) of any default of Lessee under this Lease.

In the event of Lessee’s default, the City specifically agrees that the City’s lender shall have the

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D04:(OlCM.DOCS.CLEOn65JLEASE_6_t2_96. . ■ *66-
 periods set forth above, so long as the Lessee’s lender is proceeding with due diligence to cure

Lessee’s default, the City shall not terminate this Lease.

(c) No Other Liens. Other than as permitted by this Section 23, Lessee

shall not suffer or permit to remain upon all or any part of the Leased Premises, or Lessee’s

leasehold interest therein, any lien for work performed or materials supplied to or for Lessee

and/or to or for the Leased Premises by or on behalf of Lessee, or any other lien or

encumbrance thereon arising by reason of Lessee’s use and occupancy thereof. Lessee shall,

and does hereby agree, at its own cost and expense, to defend the New Stadium, the Leased

Premises and the City against any and all suits, actions or other proceedings that may be

instituted for the enforcement of any such lien or encumbrance.

If any mechanics’, laborers’ or materialmen's liens shall at any time be

filed against the Leased Premises or any part thereof, Lessee, within thirty (30) days after the

date of Lessee’s receipt of notice of the filing, shall cause the same to be discharged of record

by payment, deposit, bond, order of a court of competent jurisdiction or otherwise; provided,

however, that Lessee shall have the right to contest the validity of any such lien in any manner

permitted by law. In the event of any such contest. Lessee shall provide to the City title

insurance, an indemnity, bond or other assurance or security satisfactory to the City, and Lessee

shall thereafter diligently proceed to cause such lien to be removed and discharged. If Lessee

shall fail to discharge or to contest any such lien then, in addition to any other right or remedy,

the City may, after thirty (30) days notice to Lessee, but shall not be obligated to, discharge the

same either by paying the amount claimed to be due or by procuring the discharge of such lien

by deposit or bonding proceedings. In any such event, the City shall be entitled, if the City so

elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and

to pay the amount of the judgment in favor of the lienor with interest, costs and allowances.

Any amount so paid by the City and all costs and expenses, including attorneys’ fees, incurred
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by the City in coiWctioii Therewith, together with interest thereon at ten percent (10%) per

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 annum, from the respective dates of the City’s payment or incurrence of the cost and expense,

and shall be paid by Lessee to the City upon demand.

Notwithstanding any other provision in this Section 23, no assignment by Lessee

of its interest under this Lease as security for any Ioan shall prevent the City, upon any default

by the Lessee under any such loan, at the City’s sole option, from curing any default under such

Ioan and entering upon and operating the Leased Premises. Any such assignment shall expressly

provide that the interest of the assignee is subject to the terms and provisions of this Lease and

that the assignee shall give notice to the City of any default by the Lessee under any loan

agreement no later than ten (10) days after the occurrence thereof. If so requested by the Lessee

in writing, the City shall give notice to any such assignee of any default by the Lessee under the

terms of this Lease no later than ten (10) days after the occurrence thereof.

The City shall not suffer or permit to remain upon all or any part of the Leased

Premises any lien for work performed or materials supplied to or for the City and/or to or for

the Leased Premises by or on behalf of the City, or any other lien or encumbrance thereon

arising by reason of ±e City's ownership thereof. The City shall, and does hereby agree, at its

own cost and expense, to defend the Leased Premises and the Lessee against any and all suits,

actions or other proceedings that may be instituted for the enforcement of any such lien or

encumbrance, and the City agrees promptly to have any such liens and encumbrances removed

or discharged.

(d) Prohibition. Except as otherwise expressly provided in this Lease,

the Lessee shall not (1) assign, mongage, pledge, encumber or in any manner transfer this

Lease, or any part thereof, or (2) sublease the Leased Premises, or any part thereof, or (3) sell,

transfer, mortgage, pledge, lease, license or encumber the improvements on the Leased

Premises, without the prior written consent of the City, expressed through the Director of Parks,
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Recreation and Properties with the concurrence of the Board of Control, in each instance, and

IXM: £01054, DOCS-Cl£011K]LEASE_6_l 2^96. -68-

 any attempt to do any of such acts without such consent shall be null and void and of no effect

and may, in the City’s sole discretion, be deemed to be a breach of this Lease. No assignment

or mortgage by the Lessee shall in any way affect the terms, conditions, covenants, agreements

and provisions herein set forth, and any and all such assignments or subleases shall be at all

times subject to this Lease and to the prior right, title and interest of the City in and to the

■ Leased Premises.

24. Scheduling the City’s Rights of Use. The City intends, from lime to time,

but no more than eight (8) times in any calendar year during the term of this Lease to use the

Leased Premises to hold certain civic, cultural or community events and activities'as it deems

appropriate, as proposed by the Director of Parks, Recreation and Properties with approval of

the Council of the City, including, without limitation, events such as Special Olympics, youth

athletic events and civic celebrations ("City Events"). It is acknowledged and understood by the

parties that in order to accommodate such additional uses of the Leased Premises, Lessee will

require that a time and date be scheduled and/or reserved for all such games, events and

activities, and that the same be played, held, or take place, at the times and on the dates so

scheduled and/or reserved therefor no less than thirty (30) and no greater than one hundred

eighty (180) days in advance. Lessee agrees to cooperate with the City to schedule such events

and activities and the City agrees that it will not request such events or activities of the type or

on dates that would interfere with previously scheduled uses of the Leased Premises by the

Lessee. The City acknowledges that the Leased Premises will not be available for City Events

for forty-eight (48) hours prior to or twenty-four (24) hours after any other previously scheduled

event at the Leased Premises. The City agrees that all reasonable maintenance and operating

expenses and staff time associated with or reasonably allocated to such events and activities, in

each case, as agreed upon by the parties in advance and appropriately documented, shall be paid

for by the City and, notwithstanding the provisions of Section 12, all revenues generated by such

events and activities from all sources whatsoever shall belong to the City,

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 25. Successors and Assigns. This Lease shall be binding upon and shall inure

to the benefit of the parties hereto and, to the extent this Lease expressly permits assignment,

to their respective permitted successors and assigns.

26. Leased Premises Condition. As between the City and the Lessee, to the

extent permitted by law, the City hereby agrees to bear any and all responsibility with respect

to, and to pay on behalf of the Lessee, any and all foreseeable or unforeseeable damage, losses,

costs, claim, liabilities or expenses, directly or indirectly (including legal and other professional

fees) arising from any condition existing or events occurring on or about the Leased Premises

prior to the dare on which Lessee first takes possession of the Leased Premises or the

Commencement Date, which ever is earlier. Without limiting the foregoing, the City shall

enforce the terms of its construction contracts with respect to the New Stadium, including all

related improvements, including without limitation enforcement of warranty, completion of

"start-up” functions, delivery of equipment operation and maintenance manuals to Lessee,

provide for training of Lessee’s employees in the operation of plumbing, electrical,

HVAC/mechanlcal and other systems and take such other actions necessary to correct

construction defects and to educate Lessee with respect to the operation of the improvements

constituting the New Stadium.

From and after the date on which Lessee first takes possession of the Leased

Premises or the Commencement Date, whichever is earlier. Lessee’s compliance with

Environmental Laws shall be at Lessee’s sole cost and expense to the extent such compliance

is required by reason of Lessee’s use and occupancy of the Leased Premises. As between the

City and Lessee, to the extent permitted by law, the City shall bear all responsibility, costs and

expenses (including legal and other professional fees) attributable to and pay on behalf of the

Lessee, all damages, losses, costs, claims, liabilities or expenses resulting from acts or omissions

of the City, its agents, employees, or invitees, with respect to (i) conditions of the Leased

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DO4 rtOlOM.DOCS.CLEOI J6J]LEASEJ$J2_96. -70-

 about the Leased Premises prior to the date the Lessee takes possession, or attributable to

conditions existing or events occurring on property adjacent to the Leased Premises, in which

cases compliance with Environmental Laws shall be at the City’s sole cost and expense. Lessee

(the permitted assignee of the NFL as original Lessee hereunder, and not the NFL) agrees to

take responsibility for and to pay, on behalf of the City, any damages, losses, costs, claims,

liabilities or expenses (including legal and other professional fees in connection therewith), for

any environmental conditions that were caused by Lessee,.its employees, invitees or its assignees

or sublessees, and for any damage, loss, cost, liability or expense directly or indirectly arising

from any condition existing or events occurring on or about the Leased Premises from and after

the date on which Lessee first takes possession of the Leased Premises or the Commencement

Date, whichever is earlier, and for any claims, liabilities, costs and expenses (including legal

and other professional fees) in connection therewith. These indemnifications and allocations of

obligations shall survive the termination of this Lease.

27. The City’s Right to Inspect. Upon twenty-four (24) hours notice, the City,

its agents and representatives shall have access to the Leased Premises and improvements

thereon at any and all times reasonable for the purpose of inspecting the Leased Premises. The

Lessee shall have the right to accompany the City on such inspection.

28. Surrender.

(a) Surrender and Delivery. The Lessee shall, on the expiration of the

term hereby granted, or upon the earlier termination of this Lease, peaceably and quietly leave,

surrender or yield up unto the City the Leased Premises together with all improvements then

located thereon, clean and in good order and condition except for reasonable wear and tear

thereof and insured loss or damage by fire or other casualty, all of which shall become property

of the City free and clear of all liens, encumbrances and subtenancies whatsoever, except those
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D(M:[OtOW.DOCS.CLEO|l&j]LEASE_6J2_96. -71-
 existing on the date of execution of this Lease and taxes and assessments not then due and

payable.

(b) Removal of Personal Property. Personal property purchased and

installed by Lessee at Lessee’s sole expense may be removed by Lessee at or prior to the

expiration or earlier termination of this Lease or within thirty (30) days thereafter or by the

Lessee’s sublessee at or prior to the expiration or earlier termination of its sublease, provided

that the removal thereof will not injure the Leased Premises or the structural integrity of the

improvements or the New Stadium or necessitate changes in or repairs to the same. Lessee shall

pay or cause to be paid promptly to the City the cost of repairing any damage arising from such

removal and restoration of the Leased Premises to its condition prior to such removal.

(c) Abandonment. Any personal property of Lessee or any sublessee

which shall remain on the Leased Premises for more than thirty (30) days after the expiration

or earlier' termination of this Lease may, at the option of the City, be deemed to have been

abandoned by Lessee or such sublessee. The abandoned personal property may either be

retained by the City as its property, be disposed of, without accountability, in such manner as

the City may see fit, or if the City shall give written notice to Lessee to such effect, such

personal property shall be removed by Lessee at Lessee’s sole cost and expense. During this

period, the City shall not be responsible for any loss or damage occurring to any such personal

property owned by Lessee or any sublessee,

(d) Holdover. It is understood and agreed that should Lessee hold over

the Leased Premises beyond the Term, without first having extended this Lease by written

agreement of both the City and Lessee, such holding over shall not be considered as a renewal

or extension of this Lease and shall be a tenancy from calendar month to calendar month and

for no longer period.

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IXM:(0l0J4.DOCS.CLE011&S)LEASE_6_I2_96, -72-
 (e) Delay in Surrender. If the Leased Premises are not surrendered

at the end of the term, then Lessee shall hold harmless, indemnify and defend the City against

loss or liability resulting from delay by Lessee or its assignees and sublessees in so surrendering

the Leased Premises, including but not limited to any claims founded on such delay made by any

succeeding occupant of the Leased Premises or any part thereof, and notwithstanding the

provisions elsewhere in this Lease, Lessee shall be liable to the City for any and all legal

expenses, costs, and fees incurred by the City in obtaining the possession of the Leased

Premises. '

29. Recordation. The City shall cause this Lease to be properly recorded in

the Cuyahoga County Recorder’s office.

30. Waiver. No waiver by either party at any time, express or implied, of any

breach of any provisions of this Lease shall be deemed a waiver or a breach of any other

provision of this Lease or a consent to any subsequent breach of the same or any other

provision. If any action by either party shall require the consent or approval of the other party,

the other party’s consent to or approval of such action on any one occasion shall not be deemed

to consent to or approve of said action on any subsequent occasion or a consent to or approval

of any action on the same or any subsequent occasion. Any and all rights and remedies which

either party may have under this Lease or by operation of law, either at law or in equity, upon

any breach, shall be distinct, separate and cumulative and shall not be deemed inconsistent with

each other; and no one of them, whether exercised by said party or not, shall be deemed to be

in exclusion of any other; and any two or more or all of such rights and remedies may be

exercised at the same time. No covenant, agreement, term or condition of this Lease to be

performed or complied with by the Lessee, and no breach thereof, shall be waived, altered,

modified or terminated except by a written instrument executed by the City.

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 31. Estoppel Certificates. Either the City or Lessee, without charge, at any

time and from time to time, upon ten (10) days written request by the other, shall certify, by

written instrument, duly executed and acknowledged in recordable form, to the other party or

any other person:

(a) that this Lease is unmodified and in full force and effect, or, if

there has been a modification, that the same is in full force and effect as modified, and stating

the date and nature of such modification;

(b) the dates, if any, to which sums due hereunder have been paid in

advance;

(c) whether the other party is or is not in default in the performance

of any covenant, condition or agreement on its part to be performed, and the nature of such

default, if any; and

(d) such other reasonable and appropriate information as the other party

may request.

32. Approvals and Consents. Whenever the approval or consent of either party

to this Lease is required or requested, such consent or approval shall not be unreasonably

withheld. Unless otherwise specified herein, any such consent or approval shall be given or

denied within thirty (30) days after request in writing therefor, and any failure to give or deny

any such consent or approval within such thirty (30) day period shall be deemed to constitute

the denial thereof.

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IXM: JO 1CTM, DOCS. CLE01 i 45] LEASEJ5_l1_96. -74-

 33. Lessee’s Equal Employment Opportunity and Affirmative Action Policies:

Minority Participation.

(a) Compliance with Laws. Lessee hereby agrees to comply with all

applicable affirmative action laws, including without limitation Chapter 187 (to the extent

applicable) and any other laws and regulations administered by the City’s Office of Equal

Opportunity. ’

(b) Lessee’s Equal Employment Opportunity and Affirmative Action

Policies. Lessee hereby agrees to use best efforts to employ qualified minorities for forty

percent (40%) and females for twenty percent (20%) of the new, project related, full-time

equivalent jobs and positions created at the Leased Premises (other than the jobs and positions

related to the Team’s players, coaches and trainers). Minorities shall have the meaning set forth

in Chapter 187 of the Codified Ordinances of Cleveland, Ohio, 1976, as said ordinances may

be amended from time to time ("Chapter 187"),

Lessee further agrees to use best efforts to employ qualified persons who

at the date of hire are residents of the City of Cleveland for seventy-five percent (75 %) of the

new, project related, full-time equivalent jobs and positions created at the Leased Premises

(other than jobs and positions related to the Team’s players, coaches and trainers).

(c) MBE/FBE Participation, Lessee agrees to use best efforts to award

or cause to be awarded at least forty percent (40%) of all contracts for operation of the Stadium

(including those described in Section 23(a)) to minority and/or female owned business enterprises

("MBE/FBES") that are certified by the City’s Office of Equal Opportunity. MBE/FBES shall

have the meaning set forth in Chapter 187.

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fYU'frnfru n cnitKcir cirr « .75.

 To verify the award of MBE/FBE contracts. Lessee shall submit copies

of all contracts, subcontracts, purchase orders, cancelled checks and other information as may

be required by the City*s Director of Equal Opportunity, with a copy to the Director of Parks,

Recreation and Properties at the notice address set forth in Section 35.

■ (d) Quarterly Report. Lessee agrees to submit or cause to be submitted

to the City’s Director of Equal Opportunity, with a copy to the Director of Parks Recreation and

Properties and a copy to the President of the City’s City Council at the notice addresses set forth

in Section 35 a quarterly report, setting forth information necessary to determine the attainment

of the goals set forth in this Section 33. This information shall include, but not be limited to,

the number and types of jobs created and contracts awarded, to whom the jobs were filled by

and contracts awarded to, and any and all other information required by the City.

34. Equal Employment Opportunity. During ±e performance of this Lessee,

the Lease agrees as follows:

(a) The Lessee shall not discriminate against any employee or applicant for

employment because of race, religion, color, sex, sexual orientation, national origin, age,

disability, ethnic group or Vietnam-era or disabled veteran status. The Lessee shall take

affirmative action to insure that applicants are employed and that employees are treated during

employment without regard to race, religion color, sex, sexual orientation, disabled veteran

status. As used herein, "treated" means and includes without limitation the following:

recruited, whether by advertising or other means; compensated, whether in the form of rates of

pay or other forms of compensation; selected for training, including apprenticeship, promoted,

upgraded, demoted, downgraded, transferred, laid off and terminated. The Lessee agrees to and

shall post in conspicuous places, available to employees and applicants for employment, notices

to be provided by the hiring representatives of the Lessee setting forth the provisions of this

nondiscrimination clause.
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D04:JO1034.DOCS.CLEOt 165] LEAS E_6_12_?6. . -76-
 (b) The Lessee will, in all solicitations or advertisements for employees placed

by or on behalf of the contractor, state that the Lessee is an equal opportunity employer.

(c) The Lessee shall send to each labor union or representative of workers

with which it has a collective bargaining agreement or other contract, or understanding, a notice

advising the labor union or worker’s representative of the Lessee’s commitments under the equal

opportunity clause, and shall post copies of the notice in conspicuous places available to

employees and applicants for employment.

(d) It is the policy of the City that business concerns owned and operated by

minority persons and/or women shall have every practicable opportunity to participate in the

performance of contracts awarded by the City.

35. Notice. Any notice which is required or proper under the terms of this

Lease to be given by the City or the Lessee shall be in writing and shall be deemed sufficient

if such notice is delivered in person, sent by nationally recognized overnight courier, delivery

fees prepaid, or sent by certified mail, postage prepaid, with return receipt requested, to each

of the parties entitled to receive such notice at the delivery or Post Office address respectfully

furnished to the City or the Lessee by each of such parties, unless otherwise expressly provided

in this Lease. Any such notice shall be deemed delivered upon hand delivery, the day after

depositing with a reputable overnight courier, or three (3) days after depositing such notice in

a postal receptacle, return receipt requested. The addresses originally specified for the City and

the Lessee and to serve until notice otherwise shall be given are:

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D04:E01QM.DOCS.CLE0n65]LEASEAU_W. -77-
 City: The Director of Law
City Hall
601 Lakeside Avenue, N.E.
Cleveland, Ohio 44114

and

The Director of Parks, Recreation and Properties

City Hall
601 Lakeside Avenue, N.E.
Cleveland, Ohio 44114

with a copy to:

•
President
Cleveland City Council
City Hall
601 Lakeside Avenue, N.E.
Cleveland, Ohio 44114

Lessee: Commissioner
National Football League
410 Park Avenue
New York, New York 10022

with a copy to:

Gregg H. Levy, Esq.

Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

36. Electrical Supply. So long as the City operates Cleveland Public Power,

the City agrees to supply, through Cleveland Public Power, and the Lessee agrees to accept and

pay for at customary commercial rates, electrical power to the exterior surface of the New

Stadium, or such other parts of the Leased Premises, in such amounts and in such a manner as

is reasonably necessary or appropriate to maintain and operate the Leased Premises.

37. Landlord’s Lien, The City shall have a lien on all personal property of

Lessee located on the Leased Premises. The City agrees that it shall subordinate its landlord’s

lien to any lender permitted by the terms of this Lease acquiring a lien on such personal property

which lender has (i) provided purchase money financing for such personal property or (ii)
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DW;(Ol<B4.DOC_^ n FACE- cwt -7R-

 provided working capital financing for Lessee, or to any other lender holding a loan permitted

pursuant to Section 23(b).

38. Quiet Enjoyment. The City warrants that the Lessee, subject to the terms

. and provisions of this Lease and upon payment of the charges required hereunder and observing

and performing all of the terms, provisions and conditions hereof, shall lawfully, peaceably and

quietly have and enjoy the use of the Leased Premises and all appurtenances thereto during the

term hereof. Any provision of law to the contrary notwithstanding, the City acknowledges that

breach of this provision creates irreparable harm not ascertainable or compensable in money

damages, and consents hereby to any injunctive action filed by the Lessee in any competent court

in the State of Ohio to enjoin or remedy such breach. Lessee agrees that in case of a breach of

this provision, it may be entitled to money damages or appropriate equitable remedies, it being

understood by the parties that the remedy of termination of this Lease shall only be available (a)

in the event of a title problem which materially adversely affects the Lessee’s full use and

enjoyment of the Leased Premises for the purposes for which it is leased hereby and (b) as

specifically provided herein. The parties acknowledge that the remedy of termination for breach

of quiet enjoyment is not a favored remedy of the parties and should only be awarded by a court

in the event that no other remedy at law or in equity would be adequate.

39. Provisions Binding. The parties agree that they have had meaningful

discussion and/or negotiation of the provisions, terms and conditions contained in this Lease,

Therefore, doubtful or ambiguous provisions, if any, contained in this Lease shall not be

construed against the party who physically prepared this Lease. The rule commonly referred

to as "Fortius Contra Proferentum" shall not be applied to this Lease or any interpretation

thereof.

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conditions made between the parties hereto and all the financial obligations of the parties hereto,

D04;I0iaM.DOCS.CLE01J6J]L£ASE 6 II 96. -79-

 and may not be modified orally or in any other manner other than by an agreement in writing,

signed by all the parties hereto or their respective successors in interest.

41. Severability. In the event that any provision of this Lease, or the

• application thereof to any person or circumstances, shall, for any reason and to any extent, be

determined or declared by any court of law or other binding authority to be invalid or

unenforceable, the remainder of this Lease, and the application of such provision to any other

person or circumstance, shall not be affected thereby, but rather shall be construed and enforced

as if the invalid or unenforceable provision were not contained herein.

42. No Partnership. Nothing contained in this Lease shall, or shall be deemed

or construed so as to create the relationship of principal-agent, joint venturers, co-adventurers,

partners or co-tenants between the City and Lessee; it being the express intention of the parties

that they are and shall remain independent contractors one as to the other.

43. Effectiveness of Lease. Before this Lease may become effective, it must

be executed by the Commissioner of the NFL pursuant to 1996 Resolution G-l duly adopted by

the NFL Executive Committee on February 10, 1996 and by the Mayor and the Director of

Parks, Recreation and Properties of the City pursuant to Ordinance No. 303-96 duly adopted by

the Council of the City on March 8,1996, and this Lease shall be effective upon the last of such

executions. Notwithstanding the foregoing, this Lease shall become null and void and of no

further force or effect if the NFL’s obligations to locate a professional football franchise in

Cleveland, Ohio is terminated pursuant to the NFL Agreement.

44. Schedules and Exhibits. All schedules and exhibits attached hereto

shall be deemed to be and are incorporated herein by reference and made a part of this Lease.

Each schedule and exhibit referred to in this Lease forms an essential part of the document.
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DM: [01 GM. DOCS.CLEO 1165]LEASE_6_! -80-

 45. Broker’s Commission. Each of the parties represents and warrants that

there are no claims for brokerage commissions or finder’s fees in connection with the execution

of this Lease, and agrees to indemnify the other against, and hold it harmless from, all liability

arising from any such claim including, without limitation, the cost of counsel fees in connection

therewith.

46. Gender and Number. Words of any gender used in this Lease shall be held

to include any other gender, and words in the singular number shall be held to include the plural

(and vice-versa), when the sense requires.

47. Headings and Captions. The captions and section or paragraph headings

are inserted only for convenience, and are in no way to be construed as a part of this Lease or

as a limitation on the scope of the particular provisions to which they refer.

48. Governing Law. This Lease shall be governed by the laws of the State of

Ohio.

49. Time is of the Essence. Time is of the essence in the Lease.

50. Survival. The liabilities and obligations of the NFL under Section 3, the

provisions of Sections 18, 26 and 28, the first sentence of the third paragraph of Section 20(a),

the last sentence of the third paragraph of Section 20(a), the last sentence of the second

paragraph of Section 21, the last sentence of Section 22(a), and any liabilities or obligations of

the Lessee or the City arising or relating to periods prior to the termination of this Lease, shall

survive any expiration or earlier termination of this Lease.

51. Counterparts. This Lease may be signed in counterparts, each of which

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 52. Third-Party Beneficiaries. There shall be no third-party beneficiaries of

this Lease. ■

53. Requirements of Law. The performance by the City under this Lease is

subject to the Charter of the City and all applicable laws of the State, including that the

obligations of the City under this Lease to perform any covenants that require the expenditure

of City funds in subsequent fiscal years are subject to and conditioned upon the appropriation

of funds therefor.

54. Lessee as Manager. The City hereby designates the Lessee as manager

of the Leased Premises for purposes of Ohio Revised Code Section 5709.081(B) and this Lease

shall constitute a management or similar agreement for purposes of Section 5709.081(B).

55. Court Costs and Attorneys’ Fees and Expenses. In the event that in

connection with any dispute arising under the terms of this Lease either party hereto should

initiate suit or other judicial proceeding against the other party hereto to enforce its rights

hereunder, to the extent permitted by law, the prevailing party in any such suit or proceeding

shall be entitled to receive from the non-prevailing party to the suit or proceeding, in addition

to any other amounts to which the prevailing party may be entitled, the amount of all court costs

and reasonable attorneys* fees and expenses incurred by such prevailing party in connection with

the suit or proceeding.

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D04:[0ICM.DQCS.CLE0i I6J)LEASE-6_1I,96. -82-

 IN WITNESS WHEREOF, the City of Cleveland has caused its name and

corporate seal to be affixed to duplicate copies of this Lease by its Mayor, and its Director of

Parks, Recreation and Properties, thereunto duly authorized, and the National Football League

has caused its corporate name to be affixed to duplicate copies hereof by its Commissioner and

, all as of the 26th day of April, 1996.

Signed and Acknowledged in THE CITY OF CLEVELAND

NATIONAL FOOTBALL LEAGUE,

(witnesses individually as to Section 3, and
as nominee^! the New Owner

____ By-
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Printed Name:
 meat i eby approved as
orm a correctnes

(To be executed upon assignment)

f Lessee

(witnesses as to both)

By.

Printed Name:

By.

Printed Name:

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D04:[OIOM.DOCS.CLEO!I65]LEASE„6_1L*- -84-
 STATE OF OHIO
COUNTY OF CUYAHOGA
)) ss.*

BEFORE ME, a Notary Public in and for said County and State, personally appeared

Michael R. White, Mayor, and Oliver B. Spellman, Director of Parks, Recreation and

Properties, of the CITY OF CLEVELAND, the municipal corporation on whose behalf the

foregoing Lease was executed, who acknowledged, that they did sign the same for and on

behalf of said City of Cleveland, being thereunto duly authorized and that the same is their free

act and deed individually and as such officers and the free and corporate act and deed of said

City of Cleveland. ..

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at

Cleveland, Ohio, this^day of , 1996.

Notary Public 7

KENNETH E. BANKS. JR. Attorney st

Notary Public - State of Ohio
My CWnistion has no capitation Cate
Sm. 147.03 R.C.

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D<M:I0l034.DOCS.CLE0lI6J]CEASE_6_!2_96. -85-
 ✓y j / j *■ J oo*

. BEFORE ME, a Notary Public in and for said County and State, personally appeared

Paul Tagliabue, Commissioner, and - 1 1 ■■ . , ........... ^~of the

NATIONAL FOOTBALL LEAGUE, an unincorporated, non-profit association, on whose behalf

the foregoing Lease was executed, who acknowledged that they did sign the same for and on

behalf of said association, being thereunto duly authorized and that the same is their free act and

deed individually and as such officers and the free and corporate act and deed of said

association.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at

‘ Notary Public

Ccmaii-cion E.7L-4; ’jiv 1^ 2O0Q

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D04;(0KJM.DOC$.CLE01i65]E.EA$E_J_10_Compirke.WP5 -86-
 STATE OF )
) SS.
COUNTY OF )

BEFORE ME, a Notary Public in and for said County and State, personally appeared

and, as and

' of the, a , on

whose behalf the foregoing Lease was executed, who acknowledged that they did sign the same

for and on behalf of said association, being thereunto duly authorized and that the same is their

free act and deed individually and as such officers and the free and corporate act and deed of

said association.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at

, this___ day of,

Notary Public

This instrument prepared by:

Squire, Sanders & Dempsey

4900 Society Center
127 Public Square
Cleveland, Ohio 44114

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 FISCAL OFFICER’S CERTIFICATE

The undersigned, being the fiscal officer of the City of Cleveland, Ohio, certifies that

the moneys required to meet the obligations of the City during the year 1996 under the foregoing

Lease by Way of Concession between the City and the National Football League have been

appropriated lawfully by the Council of the City for that purpose and are in the treasury or in

the process of collection to the credit of an appropriate fund, free from any previous

encumbrance. This Certificate is given in compliance with Sections 5705.41 and 5705.44 of the

Revised Code.

Dated: 1996
‘ Director pt Finance

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DM :[0! OM.DOCS.CLEOi I65jLEASE_6_12_9<5. -88-

 EXHIBIT A

ASSIGNMENT AND ASSUMPTION OF LEASE

This Assignment and Assumption of Lease is made and entered into at

, _______ _______ this l____ day of__________ ________ , , 199__ by and
between the National Football League, an unincorporated, non-profit association ("Assignor")
and___________________ __________________ , , the owner of the National Football
League franchise ("NFL Franchise"), whose home territory is Cleveland, Ohio ("Assignee").

RECITALS

A. Assignor and Assignee have entered into a Franchise Commitment

Agreement, dated as of April 26, 1996 ("Franchise Commitment Agreement"), providing for,
among other things, the acquisition by Assignee of the NFL Franchise; and

B. The Franchise Commitment Agreement requires the Assignor to assign,

and the Assignee to assume, all of Assignor’s right, title and interest in and to the Lease by Way
of Concession (defined below).

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of

which are hereby acknowledge, the parties agree as follows:

1. Assignment.

Assignor hereby assigns to Assignee (i) all of Assignor’s right, title,

interest and obligations as Lessee under that certain Lease by Way of Concession dated as of
April 26, 1996 by and between the City of Cleveland and the Assignor and (ii) Assignor’s entire
leasehold estate thereunder (collectively, the "Lease").

2. Assumption.

In consideration of the foregoing assignment, Assignee hereby expressly

agrees to be bound by and perform all of the obligations and liabilities of the New Owner and
Lessee relating to periods of time or events occurring subsequent to the Commencement Date
(as defined in the Lease) or, in the event of the occupancy and use of the Leased Premises prior
to the Commencement Date, occurring subsequent to such occupancy and use.

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D04J0ICM.DOCS.CLE011651LEASE « tl« -89.

 IN WITNESS WHEREOF, the parties have duly executed this Assignment and
Assumption of Lease as of the date first above written and shall be effective as of

NATIONAL FOOTBALL LEAGUE

By:_______________________________________
Its:________________________________________

By:_______________________________________
Its:________________________________________

, ASSIGNEE

By;
Its:

ACKNOWLEDGED this___ day of, 199__.

THE CITY OF CLEVELAND

By:_______________________________________

The within instrument is hereby approved as to legal form and correctness

________________ , 199.

Director of Law

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D04:[01ttM,DOCS.CLED1165)LEASE 6 12 96. -90-

 STATE OF )
’ ) SS.
COUNTY OF )

BEFORE ME, a Notary Public in and for said County and State, personally appeared

Paul Tagliabue, Commissioner, and,, of the

NATIONAL FOOTBALL LEAGUE, an unincorporated, non-profit association, on whose behalf

the foregoing Assignment and Assumption of Lease was executed, who acknowledged that they

did sign the same for and on behalf of said association, being thereunto duly authorized and that

the same is their free act and deed individually and as such officers and the free and corporate

act and deed of said association.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at

,, this____ day of, 1996.

Notary Public

STATE OF )
) SS.
COUNTY OF ) '

BEFORE ME, a Notary Public in and for said County and State, personally appeared

, Assignee, who acknowledged that he/she did sign the foregoing

Assignment and Assumption of Lease, and that same is his/her free act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at

,, this____ day of, 1996.

■ Notary Public
This instrument prepared by:

Squire, Sanders & Dempsey

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• Cleveland, Ohio 44114

 EXHIBIT B

Description of Leased Premises

[Description of Stadium Parcel to come]

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DOC [0!0J4. DOCS.CLEO 116J1LEASE 6 11 96. -92-

 EXHIBIT A

Situated m the City of Cleveland, County of Cuyahoga and State of Ohio and known as being part
of extended Original Two Acre Lot Numbers 9 through 17 (both inclusive), mid together forming a
parcel of [and bounded and described as follows:

Beginning in the centerline of West 3rd Street (99 feet wide), at its point of intersection with the
centerline of Erieside Avenue, N.W. (70 feet wide) as shown by the Dedication Plat of Erieside
Avenue, NJE and N.W. and West 3rd Street, recorded in Volume 204 of Maps, Page 69 of
Cuyahoga County Records;

Thence South 33° 56146” East, along the centerline of West 3rd Street, 346.23 feet to a point;

Thence North 56° 03' 14” East, along a line drawn perpendicular to said centerline of West 3rd
Street, 72.74 feet to its point of intersection with the Northeasterly curved line of said West 3rd
Street, said point also being the Southwesterly corner of the Donald Gray Gardens and the
principle place of beginning of the parcel of land herein intended to be described;

Thence Northeasterly, along the curved Southeasterly line of Erieside Avenue NE^ being the arc
of a circle deflecting to the right, having a radius of457.01 feet and a chord that bears North 34°
OV 36” West, 533.59 feet, an arc distance of 569.79 feet to a point of tangency therein;

Thence North 55° 5(7 24” East, continuing along the Southerly line of Erieside Avenue N.E.,
44539 feet to a point of curvature therein;

Thence along the arc of a circle deflecting to the right, having a radius of 515.C0 feet, a chord that
bears South 57° 29* 05" East, 2956 feet, an arc distance of 29.57 feet to a point of compound
curvature;

Thence Southeasterly, along the Westerly line of Erieside Avenue (70 feet wide) as relocated,
along an arc of a circle deflecting to the right, having a radius of30.00 feet, a chord that bears
South 87* 28’ 59” East, 33.03 feet, an arc distance of 34.98 feet to a point of compound curvature;

Thence continuing Southeasterly along the Westerly line of Erieside Avenue, as relocated, along
the arc of a circle deflecting to the right, having a radius of 190.00 feet, a chord that bears South
44° 06' 13” East, 65.69 feet, an arc distance of 66.03 feet to a point of tangency;

Thence South 34° OS’ S5” East along the said Line of relocated Erieside Avenue, 462.69 feet to a
point of curvature therein; - .

Thence Southeasterly along said line of relocated Erieside Avenue and the arc of a circle
deflecting to the left, having a radius of 335.00 feet and a chord that bears South 72° 20' 27” East.
41436 feet, an arc distance of446.6! feet to a point; ■

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 Thence South 20° 31’ 59" East, 25.00 feet to a point on the Northwesterly line of the West 3rd
Street exit ramp of the Cleveland Memorial Shoreway N.E. and N.W.; *

Thence South 56° 01’ 58" West, along said Northwesterly Eno of rhe Wet? 3rd Stree: exit i^p of
! oc CJevtituU ivi.uiudi.ii bhorcway N.E. and N.W., 117.38 feet to an angle. point therein;

Thence South 54° 2T 44 West, continuing along said Northwesterly line of the West 3rd Street
exit ramp of the Cleveland Memorial Shoreway NE and N.W., 64.87 feet to a point of curvature
therein;

Thence Southwesterly, along the curved Northwesterly line of the West 3rd Street exit ramp of the
Cleveland Memorial Shoreway N Jx and N.W., being the arc of a circle deflecting to the left,
having a radius of 980.00 feet and a chord that bears South. 47° 12' 58" West, 247.22 feet, an arc
distance of 247,88 feet to a point of reverse curvature therein;

Thence Southwesterly, continuing along the curved Northwesterly line of fee West 3rd Street exit
ramp of the Cleveland Memorial Shoreway NK and N.W., being fee arc of ft circle deflecting to
the right, having a radius of 1480.00 feet and a chord bearing South 49° 45' 29" West, 503.20 feet,
an arc distance of505.66 feet to a point of curvature therein;

Thence South 59° 32* 45" West, along said Northwesterly line of the West 3rd exit ramp of the
Cleveland Memorial Shoreway N.E. and N.W^ 20127 feet to the Southeasterly end of a curved
turnout between said Northwesterly line of the West 3rd Street exit ramp of the Cleveland
Memorial Shoreway, N.E. and N.W. and West 3rd Street;

Thence Northwesterly, along said turnout, being an arc of a circle deflecting to the right, having a
radius of 100.00 feet, an arc distance of 150.99 feet to a point of tangency in said Northeasterly
line of West 3rd Street; .

Thence North 33’ 56' 46” West, continuing along the Northwesterly line of West 3d Street, 421.07
feet to a point of curvature therein;

Tbcnce Northeasterly, along the Northeasterly curved line of West 3 rd Street, being the arc of a
circle deflecting to the right, having a radius of457.01 feet and a chord feat bears North 24° 46*
13” West, 145.75 feet an arc distance of 14638 feet to the principle place of beginning according
to a survey dated May, 1986 by the City of Cleveland, Department of Public Service, Division of
Engineering and Construction, Plats and Surveys. This legal description was prepared by Jomane
Wasik, Ohio Professional Surveyor Number 7027. Bearings are to an assumed meridian and arc
used to denote angles only.

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 EXHIBIT C

Signage Standards

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DO«;tO!OM.DOCS.CLEOI 1651LEASEAU_«- -93-

 Schedule 14(D

Capita! Repair Fund Budget

Amount Allocated
Reserve to Capital
Year Contribution Amount Improvements

1996 $ 0 $ 0 $0
1997 2,000,000 2,000,000 0
1998 0 0 0
1999 500,000 500,000 0
2000 500,000 500,000 0
2001 650,000 650,000 0
2002 650,000 650,000 0
2003 650,000 650,000 0
2004 650,000 650,000 0
2005 650,000 650,000 0
2006 850,000 850,000 0
2007 850,000 850,000 0
2008 850,000 850,000 0
2009 850,000 850,000 0
2010 850,000 (To be (To be
2011 850,000 established per established per
2012 850,000 Section 14) Section 14)
2013 850,000
2014 850,000
2015 850,000
2016 850,000
2017 850,000
2018 > 850,000
2019 850,000
2020 850,000
2021 5,900,000
2022 6,300,000
2023 6,700,000
2024 7,100,000
2025 7,500,000
2026
2027
2028

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CW: [01 CM. DOCS. CLEO 11651 LEASE 6 11 «. -94-

 Signage requirements for Gateway Sports Complex from the Central Market community De
velopment Plan accepted by the Cleveland City Planning Commission September 26, 1986
and last amended August 11,1993.

e» Signage
A complete signage plan for the site shall be submitted
to and approved by the City Hanning CartMiSsion. Signs which shall be
visible from public rights-of-way and public open spaces shall ba
limited to signs identifying the sports facility district, the stadium,
the arena, and associated parking facilities. Such signs may identify
primary tenants and events occurring in the sports facility district, at
the stadium and at the arena, but shall not display advertising for
products, services, businesses, corporations, or other organizations>
Permitted sign types Shall be limited to the following:
District Identification Signsi Signs identifying or
naming the sports facility district may be placed along Ontario Street,
Carnegie Avenue, and East' Sth Street.
Event Identification Signs: Signs identifying the
event* occurring at the sports facility may foe placed along Ontario
street, Carnegie Avenue, and East 9th Street.
Boil-ding Identification Signs; Signs identifying or
naming the stadium and arena may be placed on the buildings or on the
site in the vicinity of the buildings.
Tenant Identification Signs: Signs identifying the
major tenants of the stadium and arena may be placed on the buildings or
on the site in the vicinity of the buildings. Signs identifying other
tenants of space on the sit® may be placed on the building for those
tenants occupying a portion of the ground floor of the building,
containing an entrance from the building exterior, and separated from
other such spaces by a party wall or walls,
Parking Identification Signs; Signs identifying on-site
parking facilities may be placed on the buildings or on the site in the
vicinity of surface parking.
Directional Signs: Signa indicating a direction or a
Location tn which pedestrian or vehicular traffic is reguestHdl to move
shall be placed a* appropriate.
Informational signs; Signs which present miscellaneous
info matico or iMt ructions intended to serve the public, product or
is;sue and not containing information included in the definition of any
other sign shall be placed as appropriate,
Bunner Signs; signs which may be mounted on light poles
in public rights-of-way and public open space shall be placed as
appropriate presenting information included in the definitions of the
signa identified above.
Scoreboard: A variable message scoreboard which may be
visible from on® or Bora public rights-of-way may be placed within the
a tedium and may be used for the display of advertising for products,
services, businesses, corporations, or other organizations.

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 Electronic Changeable Copy Signs: variable message
signs which may be visible from cue or more public rights-of-way or
public open spates may be placed on or adjacent to the arena, stadium,
or parking garage. All net revenues generated from information
displayed on such signs shall ba used for the maintenance of public open
spaces and streetscape associated with the sports facility canplex.
Information displayed on these signs shall be limited to the foil owing:
a. Identification of the sports facility complex, the
arena, or the stadium.
b. Identification of events held at the sports
facility complex, the arena, or the stadiunu '
c. Identification of events held at other local public
assembly facilities,
d. Acknowledgement of organizations or individuals
sponsoring events held at the facility or contributing to the
construction or operation of the facility as sponsors' or patrons.
e* identification of products or services offered for
sale on th© premises of the facility, '
f. Public service mas sages such as time, tanpe-tatare,
and inforKiatioh of a civic nature, These public service messages shall
be displayed at least twenty (20] percent of the time during which
electronic changeable copy signa are operating between the hours of 7:00
A.M» and 12 Midnight.
The signage plan shall present the minium amount of
signage required to provide necessary information to the public and to
reflect a degree of order and uniformity through the element a of scale,
placement, type, format, and graphics. The signage plan shall identify
the design and location of each sign including sire, color, materials,
and means of illumination which shall be in conformance with Sign
Regulations, Chapter 350 of the Codified Ordinances and in sonformanoe
with all urban design guidelines adopted by the City Planning Cormdasicn
in accordance with section III,B» of this Plan.

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 City Planning Commission
Regular Meeting - March 19,1999

Mr. Morrison said that the staff had drafted a resolution for the Planning Commission to
weigh regarding the gate signs such that if the Planning Commission approved them it
would be delimiting the scope of its approval. The resolution sets forth the
appropriateness of the gate signs as designed and contrasted off-premises advertising,
such signage with which is deemed unacceptable. He said that the meeting minutes
required a clear rationale stating why the gate signs as presented are acceptable and
needed and do not constitute off-premises advertising. He then read aloud a draft
resolution. He said that the gate signs were consistent with City policy in naming
buildings.

Commissioner Robinson concurred with the resolution and said that the gate signs would
not;, because of their location, be read in any way as building naming sighs,

Mr, Morrison said that the gate si gns will be unified by their hei ght, construction; and
depth, and all rendered in brush aluminum. He said that design details will be refined by
the staff in working with the project architect and the sign designer. He said that
architects were to be commended for not hindering the openness of the stadium notches.
He said that the design for the signs of the two suite gates on the north side of the.
building Will be presented later.

Acting Chairman Coyne commended the design team for the excellence of the stadium’s
design.

In response, Ms, Downing said that the building is going to be a tribute to the City.

Mr. Morrison put forth the proposed resolution for Planning Commissi oil action.

CPC Resolution No. 319-99

Whereas, the sale of naming rights to private corporations for publicly owned arenas and stadia has
become standard practice in cities throughout the United States;

Whereas, the owners of the Cleveland Browns have the right in their lease with the City of Cleveland as
it was negotiated with the National Football League in 1996 to market to private corporations the name
of the new football stadium at North coast Harbor;

Whereas, the owners of the Cleveland Browns have proposed to name the new stadium ^Cleveland
Browns Stadium” if allowed to sell naming rights for six entrance gates providing patinn access to the
new stadium;

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 City Planning Commission
Regular Meeting - March 19,1999

Whereas, the name “Cleveland Browns Stadium” recognizes the strong support of Clevelanders for this
franchise and assures, that in broadcasting and promoting events at the new stadium, the name
“Cleveland: shall be at the forefront;

Whereas, the owners of the Cleveland Browns are committed to marketing the naming rights to
Cleveland-area corporations, thus furthering the public-private partnership that has been vital to
Cleveland’s renaissance and the financing of the city's new sports facilities;

Whereas, the owners of the Cleveland Browns intend to sell discrete gate names to corporations for a
period of no less than 10 years with the intention that patrons associate the gate name with its location
and are. directed to specific entrances around the new stadium;

Whereas, the design of the new stadium is unique insofar as. the upper deck level is discontinuous
between the sidelines, thus requiring that patrons utilize specific gates to access rhe appropriate ramps
and elevators to reach their seats.

Whereas, the owners of the Cleveland Browns are committed to utilizing the gate names as part of its
formal wayfinding system , and will feature the gate names in printed and broadcast materials including
tickets, brochures and public information which Shall assist the public in finding the appropriate gate
entrance to reach their seats;

Therefore, be it resolved that:

1. The City Planning Commission accepts the proposal made by the Cleveland Browns to designate
the new football stadium, the “Cleveland Browns Stadium” and, in foregoing its right to market
the name of the new stadium to a private corporation, shall substitute in lieu thereof the
marketing of naming rights to private corporations for four primary entrance gates.

2. The City Planning Commission determines that the proposed sponsored gate names for the four
primary entrances arid the two north suite entrances on the exterior of the stadium shall identify
discrete buildi ng entrances int a large and unique public assembl y facili ty.

3. The identification of discrete building entrances is an essential component of the building

wayfinding system and shall be reinforced by the use of the discrete sponsored gate names on
tickets, stadium directional signage, public information and other media communications for the
purposes of directing patrons to their seats.

4. The proposed gate signage identifies specific building elements of a uniquely designed public
assembly facility and does not constitute off-premises advertising signage within the meaning of
the City’s Codified ordinances.

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 City Planning Commission
Regular Meeting - March 19.1999

5, These primary gate and suite entrance signs are hereby approved as presented with the
understanding that the project sponsors for the stadium shall present the design details to the staff
for review and approval.

ACTION#2: Motion to Adopt Resolution No. CPC 0319-99.

BOWEN Y BURKE 2 COYNE Y LUMPKIN Y PINKNEY 1 ROBINSON Y SMALL Y

APPROVED X APPROVED SUBJECT TO STATED AMENDMENT .

DISAPPROVED DISAPPROVED UNLESS AMENDED TABI.RD

MOTION #2: The Design Review Committee recommends approval as presented

of the proposal entry gate signs for the Cleveland' Browns Stadium Mth the ■
understanding that the City Planning Commission will rule on the appropriateness
of the proposed naming or sponsorship approach to these locations; It is
Understood that the staff will review the designs of these sigh's as they are
submitted.

ACTION #3: Motion to Adopt Motion #2 of the Design Review Committee.

BOWEN Y BURKE 2 COYNE Y LUMPKIN Y PINKNEY 1 ROBINSON Y SMAIE_Y..

APPROVED X APPROVED SUBJECT TO STATED AMENDMENT

DISAPPROVED _ DISAPPROVED UNLESS AMENDED TABLED_

Mr, Morrison said thattwo issues needed clarification for the record. The
first, he said, had to do with the scoreboards that had been approved in
principle. He said that any modifications to it were-going to be reviewed by
the staff. He said that, from certain vantage points, advertising on the
scoreboard will be visible from the public right-of-way, He said that the staff
has taken the position that this situation is an accident of the design. He said
that he understood the Browns look the aame view, hut that it was their intent
that the scoreboard panels arc illuminated only for stadium events.

Ms. Henriksen said that Jacobs Field is lighted on noh-game nights about
thirty, times a year, '

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 CENTRAL MARKET

COMMUNITY DEVELOPMENT PLAN

Cleveland City Planning Commission Accepted: September 29, 1986

Hunter Morrison, Director Amended: November 5, 1990
June 17, 1991
February 24, 1992
August 11, 1993

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 CENTRAL MARKET
COMMUNITY DEVELOPMENT PLAN

Table of Contents

Page
I. CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN.............. 1

A- Boundaries......... 1
B. Definitions........................................ 2
C. Description of the Plan Area...................... 2
D. Plan Area in Context.............................. 3
E. Objectives of the Plan............................ 4

II. ACTION AREA REDEVELOPMENT PLAN.............. 4

A. Objectives of the Action Area..................... 4

B. Redevelopment Proposal............................ 5
C. Permitted Land Uses................. 5
D. Parcel Size........................................ 6
E. Site and Building Requirements.................... 6

III. ADDITIONAL POLICIES AND PROCEDURES APPLICABLE

TO THE PLAN AREA................... 11

A. Public Improvements............................... 11
B. Redevelopment Plan Review...................... 11
C. Duration of Land Use Controls..................... 11
D. Procedure for Amendment........................... 11

IV. PROVISION TO PREVENT RECURRENCE OE BLIGHTED OR

SUBSTANDARD AREA AND DISCRIMINATION............. 12

V. RELOCATION PLAN........................................ 13

Exhibit I: Central Market Community Development Plan Area... 14

Exhibit II: Central Market Area Permitted Land Uses....... 15

Exhibit III: Central Market Area Public Rights-of-Way....... 16

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 I. CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN

A. BOUNDARIES

1. THE CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA

After review of the blighted conditions found in the blight

survey for the Central Market Survey Area, the City Planning Commission
has, pursuant to local ordinances, designated a portion of the Blight
Survey Area as a Community Development Plan Area in order to prescribe
treatments that will eliminate the blight and prevent the recurrence of
blight.

The boundary of the designated Community Development Plan

Area, entitled the "CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA", is
delineated in Exhibit I and generally includes the area bounded by
Ontario Avenue on the west, Carnegie Avenue on the south, E. 9th Street
(between Carnegie Avenue and Bolivar Road) and E. 7th Street (between
Huron Road and Bolivar Road) on the east and Huron Road (between Ontario
Avenue and E. 7th Street) and Bolivar Road (between E, 7th Street and E,
Sth Street) on the north. Pursuant to provisions of the City Charter
and Codified Ordinances the prescribed treatment to eliminate and
prevent the recurrence of blight in a designated Community Development
Plan Area may include clearance and redevelopment, rehabilitation or
conservation, or any combination or part thereof.

2. ACTION AREAS

Specific "Action Areas", with defined boundaries, shall be

established by the City when the City has determined that a suitable and
satisfactory redevelopment, or rehabilitation proposal is presented that
offers a satisfactory contractual commitment from a Redeveloper. All
such "Action Areas" will have boundaries based upon sound planning
principles for the elimination of blight and prevention of its
recurrence. Rehabilitation and/or redevelopment in a specific Action
Area must relate appropriately to adjacent and surrounding land uses,
eliminate blighting influences in the surrounding areas, spur the
elimination of blight, and prevent the recurrence of blight.

The City shall acquire property for redevelopment in an

Action Area when there is a satisfactory commitment from a Redeveloper
to acquire such property from the City and to redevelop it in accordance
with the Community Development Plan and when the City is satisfied that
the proposed commitment provides the best means of eliminating blight
and preventing the recurrence of blight. Alternatively, the City shall
acquire property for rehabilitation in an Action Area when there is a
satisfactory commitment from a Redeveloper to acquire such property and
when the City is satisfied that the proposed commitment provides the
best means of eliminating blight and preventing the recurrence of
blight.

One specific geographic area, with defined boundaries

comprising the entire CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA,
has been established as the "Action Area" appropriate for the Plan Area
by the City. This "Action Area" is comprised of a majority of
structures which are substandard by reason of age, obsolescence,
dilapidation, overcrowding, faulty arrangement, mixtures of incompatible
land uses, a lack of ventilation or sanitary facilities or any
combination of these factors, and therefore, has been identified, based
upon sound planning principles, as the treatment area where blight is to
be eliminated. The boundary of the Action Area (hereinafter referred to
as the "Action Area") is shown on Exhibit I and is equal to and the same

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 as the boundary above described for the CENTRAL MARKET COMMUNITY
DEVELOPMENT PLAN AREA,

B. DEFINITIONS

As used in this document, the terms listed below shall be

interpreted according to the following definitions:

1. Blight Survey Area: An area designated by the City

Planning Commission in which buildings and lots are surveyed to
determine conditions of blight.

2. Community Development Plan; A plan adopted by the city

Planning Commission and the City Council which, pursuant to provisions
of the city Charter and Codified Ordinances, prescribe treatment to
eliminate blight and prevent the recurrence of blight in a designated
portion of a Blight Survey Area.

3. Action Area: A designated area of a Blight Survey Area

for which the City has determined that a satisfactory contractual
commitment from a Redeveloper has been presented for the area’s suitable
redevelopment or rehabilitation based upon sound planning principles for
the elimination of blight and the prevention of its recurrence.

4. Urban Design Guidelines: Recommendations adopted by the

City Planning Commission in accordance with the Community Development
Plan to provide specific guidance to a Redeveloper for the redevelopment
of an Action Area relative to the physical design of improvements to
property, structures, or public infrastructure to eliminate blight and
prevent its recurrence.

,5. Redevelopment Plan: A plan presented by a Redeveloper

identifying specific improvements to property, structures, or public
infrastructure in an Action Area consistent with the goals and
objectives of a Community Development Plan and Urban Design Guidelines
to eliminate blight and prevent its recurrence. This Redevelopment Plan
may include the following components:

Site Plan.

Building Plan, including floor plans, elevations, and

sections.

Signage Plan.

Landscape Plan.

Streetscape Plan.

Lighting Plan.

C. DESCRIPTION OF THE PLAN AREA

The CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA

encompasses approximately twenty-eight (28) acres of Land area the
majority of which is underutilized as surface parking lots. Public
street rights-of-way include parts of E, 4th, E. 6th and E, 7th Streets
and Bolivar Avenue, Woodland Road, and Eagle Avenue in the CENTRAL
MARKET COMMUNITY DEVELOPMENT PLAN AREA. None of these streets have
significant vehicular traffic volumes, nor are they critical links in
the downtown street network.

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 There was a total of forty-four (44) commercial/ industrial
buildings in the CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA.
Forty-two (42) of those buildings were found to be in substandard
condition. The majority of buildings in the Plan Area were built around
the turn of the century and are multi-story loft type structures. Most
of these structures have been demolished.

The uses which occupied the buildings that existed in- the
Plan Area included the produce vendors at the Central Market, wholesale
outlets, offices, adult entertainment establishments, warehousing and
storage operations.

D. PLAN AREA IN CONTEXT

The CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA is a major

entry point to downtown Cleveland, The Plan Area is a highly visible
location particularly from the Innerbelt and the Hope Memorial
(Lorain-Carnegie) bridges. The redevelopment of the Plan Area must
relate to the following activity and development centers in downtown
Cleveland:

Euclid/Prospect Retail District

Euclid Avenue, the primary retail street, provides main

entrances to the Higbee Company and May Company department stores as
well as many other retail outlets. Prospect Avenue offers a "people
street" of bargain stores as well as secondary entrances to the
department stores. The streets are connected via the Euclid and
Colonial shopping arcades and the two department stores.

Tower City

Located to the northwest of the Plan Area, this building

complex is undergoing an ambitious revitalization and expansion program
to be realized over a number of years. Tower City's concourse has been
renovated and additional parking has been provided. Also, the City,
State, and Federal governments have made major financial commitments to
repair the structural bridges supporting Tower City and the State Office
building.

Playhouse Square

Located along Euclid Avenue northeast of the Plan Area,

between East 13th and East 18th Streets, this area serves as downtown's
theater and entertainment district. It acts as the second of two major
downtown activity hubs that generate considerable traffic on Euclid
Avenue.

Public Square

Located two blocks northeast of the Plan Area, Public Square

is a busy transportation node and pedestrian area, and has recently
undergone major renovation. Its four quadrants offer a relaxing
environment for pedestrians featuring plazas, walkways, trees, bus
stops, fountains, statues, and other public amenities.

E. 9th street Corridor

Downtown’s primary business street runs along East 9th, from

Lakeside Avenue on the north, to Prospect Avenue on the south. This
corridor formed part of the Erieview I Urban Renewal Plan Area.
Specific concepts of the plan were essentially completed with

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 construction of the Ohio Bell Building, the One Cleveland Center, and
Eaton Center.

E. OBJECTIVES OF THE PLAN

Pursuant to local ordinances, the city Planning Commission

has reviewed the CENTRAL MARKET BLIGHT SURVEY which encompasses the
CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA, to determine the
existing nature and extent of urban blight in that part of downtown.
This Survey is one of several similar surveys, such as the
Euclid-Prospect, Playhouse Square, Erieview I, and Erieview II surveys,
which have been conducted by the City Planning Commission as part of the
City's continuing planning process for downtown Cleveland. In
accordance with such ordinances and City policy related to sound
planning principles, the City intends to authorize treatment measures
that will eliminate the blighted conditions found to exist in the Plan
Area. The two central criteria for renewal activities are the
elimination of blight and the prevention of its recurrence, consistent
with applicable local and state laws, public policy and sound planning
principles. The following aims shall guide the redevelopment activities
xn the CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA:

1. To make provision for the acquisition and demolition of

those buildings or structures in the Action Area which have been
identified as being of substandard condition in the CENTRAL MARKET
BLIGHT SURVEY, and which are obstructive to undertaking a sound
redevelopment plan, to enable the elimination of blight and the
prevention of the recurrence of blight in the Plan Area.

2. To eliminate incompatible land uses and prevent the

future inclusion of any incompatible land use activities that will
hamper the efficient economic functioning of the redevelopment for the
Plan Area and/or cause the recurrence of blight.

3. To redevelop the CENTRAL MARKET COMMUNITY DEVELOPMENT

PLAN AREA and to require that all future development in the Plan Area be
consistent with and adhere to the restrictions described in this plan.

II. ACTION AREA REDEVELOPMENT PLAN

A. OBJECTIVES OF THE ACTION AREA

The action area shall be developed in accordance with the

city's policy of acquisition by the City for redevelopment only where:

1. The city determines that redevelopment offers the best

means for elimination of blight and prevention of its recurrence;

2. There exists a suitable commitment from a Redeveloper to

redevelop the property to eliminate blight and prevent the recurrence of
blight.

A number of planning considerations and objectives are

relevant to the kind of development which will best prevent the
recurrence of blight within the Action Area:

1. Create activity centers around the downtown office and

retail core. The Central Market area has been designated in the
Downtown Plan as the most appropriate location for a new sports complex
in Cleveland. Its close proximity to the interstate highway network and
public transportation provides convenient access for residents of the
city and region.

■ 4

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 2. Enhance the visual quality of downtown. Ontario and
East 9th Streets which bound the Central Market area are major traffic
corridors for Cleveland's central business district. Thoughtful design
and placement of the sports facilities in a park like setting can create
grand urban entrances for downtown Cleveland.

3. Support surrounding economic development. The sports

facilities should be designed to relate to adjacent districts and should
enhance pedestrian activity to support their economic viability and
generate new development.

4. Enhance Cleveland's architectural heritage. New

development should be designed to respect the historic architectural
context surrounding the Central Market area in terms of physical
massing, construction materials, and the design treatment of facades and
public open spaces. ■

5. Strategically locate new parking facilities. New

parking should be built to address the daily demand of downtown office
workers and visitors as well as provide parking for events at the sports
facilities.

6. Extend downtown Cleveland’s public open space and park

system. The development of public open space is essential to address
the needs of the large number of people attending events at the proposed
sports facility. It also affords the opportunity to extend the network
of public open space in Cleveland's central business district, which
currently stretches from North Coast Harbor through the Mall to Public
Square, southward to the Innerbelt. The design of public open spaces
around the sports facility should provide an appropriate setting for the
stadium and the arena, and should be sufficiently flexible to
accommodate public gatherings during times when events are not scheduled
in the sports facilities.

B. REDEVELOPMENT PROPOSAL

The City has been presented with a satisfactory contractual

commitment from a Redeveloper to redevelop the Action Area with a sports
facility that is intended to house major league professional athletic
teams and lighting, landscaping, and pedestrian walkway amenities.

C. PERMITTED LAND USES

In the Action Area the primary use shall be an integrated

multi-use sports facility, consisting of an open air stadium and
enclosed arena, open to the public, together with related uses which
support the sports facility. Additional permitted uses ancillary to
said sports facility may include pedestrian concourse areas, public
spaces, concession areas, meeting areas, offices, retail, restaurants,
cafes and other uses of the same general character, interior and
exterior pedestrian walkways, and off-street parking. The stadium shall
be located in a subarea of the CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN
AREA as shown in Exhibit II and, in general, bounded by Ontario Street,
a relocated Eagle Avenue, East 9th Street, and Carnegie Avenue. The
arena shall be located in a subarea of the CENTRAL MARKET COMMUNITY
DEVELOPMENT PLAN AREA as shown in Exhibit II and, in general, bounded by
Ontario Street, Huron Road, an extension of East Sth Street to be
constructed, and a relocated Eagle Avenue.

Mixed use development may occur within a subarea of the

CENTRAL MARKET AREA as shown in Exhibit II and, in general bounded by an
extension of East 6th Street to be constructed, Huron Road, East 7th

' 5

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 Streetj Bolivar Road, East 9th Street, and a relocated Eagle Avenue.
Permitted land uses within this subarea may include the following
primary uses:

1. General office space;

2. Retail shopping space;

3. Hotel and residential development; and

4. Public open space.

Off-street parking ancillary to said primary uses may be

constructed in structured garages.

In the event that the Redeveloper determines that it is

unable to redevelop the property with a multi-use sports facility, or
either component thereof, mixed use development may also occur within
those subareas of the CENTRAL MARKET COMMUNITY DEVELOPMENT PLAN AREA
that are not otherwise developed.

D. PARCEL SIZE

When contiguous developable land assembly has been

accomplished under common ownership, any development of such assembled
land must occur on such consolidated parcel pursuant to a site
development plan for the redevelopment of the entire consolidated
parcel, which site development plan shall be submitted for approval to
the City Planning Commission. The subdivision of any such consolidated
parcel shall require prior City Planning Commission approval. As to any
parcel which is not included in any such contiguous developable land
assembly, the Redeveloper shall submit to the City Planning Commission
for its approval a separate site development plan. If parking is
approved by the City, such parking must be approved for compliance with
the standards of Section 349.07 of the Codified Ordinances of Cleveland,
Ohio, 1976, regarding paving, drainage, bumper guards, landscaping, and
screening.

E. SITE AND BUILDING REQUIREMENTS

I. Maximum Building Height

Any building or structure hereafter erected shall not

exceed two hundred fifty {250) feet in height and shall be built to
heights in conformance with all urban design guidelines adopted by the
City Planning Commission in accordance with Section III.B. of this Plan.

2. On-Site Vehicular/Pedestrian Separation

' The design of any sports facilities on the site shall

minimize pedestrian and vehicular traffic conflicts and shall be in
conformance with all urban design guidelines adopted by the City
Planning Commission in accordance with Section III.B. of this Plan.

3, Off-Site Vehicular/Pedestrian Separation

The Redeveloper may construct one or more pedestrian

walkways connecting the sports facility to development occurring in the
Tower City and Euclid/Prospect Districts. Prior to constructing any
pedestrian walkway, the Redeveloper shall demonstrate to the
satisfaction of the City Planning Commission that the proposed
pedestrian walkways are of sufficient size and capacity to accommodate

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 pedestrian traffic generated by the sports facility when it is used to
its maximum design capacity and provide convenient access to off-site
parking garages and public transit facilities. The City Planning
Commission shall approve the location, size, and design of all
pedestrian walkways constructed in conjunction with the development of
the sports facility which shall be in conformance with all urban design
guidelines adopted by the City Planning Commission in accordance with
Section III.B. of this Plan. .

4. Parking and Circulation Requirements

The proposed sports facility shall require the vacation

of portions of East 4th Street, Bolivar Road, Eagle Avenue, and Woodland
Avenue through the site, and portions of traffic lanes on Ontario Street
and Carnegie Avenue along the perimeter of the site. In order to
accommodate vehicular access in this area of downtown Cleveland, Eagle
Avenue shall' be relocated northward and an extension of East 6th Street
shall be constructed between Huron Road and the relocated Eagle Avenue
as shown in Exhibit III. These roadways shall function as public
rights-of-way even though they may be closed to vehicular traffic during
events at the stadium or the arena to accommodate safe, unobstructed
movement of people through the site.

The proposed sports facility shall be designed to avoid

or minimize the need to undertake additional major off-site capital
infrastructure changes.

Automobile and bus parking and circulation areas for the

sports facility shall minimize pedestrian and vehicular conflicts and
shall be in conformance with all urban design guidelines adopted by the
City Planning Commission in accordance with Section III.B. of this Plan.

The redevelopment shall be planned to accommodate and

facilitate measures to encourage the use of public rail and bus transit
for the sports facility events. Pedestrian walkways shall be designed
so as to tie into the existing and proposed downtown pedestrian network
and provide safe and convenient pedestrian access to and from the sports
facility.

A maximum of 2,350 new off-street parking spaces may be

provided aS part of the redevelopment of which no more than 2,250 spaces
may be located in a parking garage and no more than 100 surface parking
spaces may be provided. These spaces shall be designed and constructed
so as to be available for new and existing development in the
Euclid/Prospect District to the extent not inconsistent with the sports
facility use. The location and configuration of all off-street parking
and vehicular circulation areas shall be in conformance with all urban
design guidelines adopted by the City Planning Commission in accordance
with Section III.B. of this Plan and shall be subject to review and
approval by the Downtown Off-Street Parking Committee and the City
Planning Commission in accordance with Section 349.11 of the Zoning
Code.

Unused portions of the Action Area may be used for

temporary, interim surface parking until June 30, 1992, Thereafter,
such use shall be subject to prior approval by the Downtown Off-Street
Parking Committee and the City Planning Commission.

5. Setbacks

Any new improvements, including all buildings, parking

areas, walls, fences, or other structures, shall be setback in

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 conformance with ail urban design guidelines adopted by the city
Planning Commission in accordance with Section III.B. of this Plan.

6. Parking Entrances and Exits

Entrances and exits to ancillary off-street parking not

constituting a part' of the sports facility structure may be located only
on the East 6th Street extension, East 9th Street, Ontario Street,
Carnegie Avenue, Bolivar Road, Huron Road, and East 7th Street to the
extent such streets have not been vacated and the relocated Eagle Avenue
and shall be in conformance with all urban design guidelines adopted by
the city Planning Commission in accordance with Section III.B.

7. Public Open Space

Public open space shall be of sufficient size to allow

for safe movement of people through the site and to the sports facility.
The design of this public open space shall be sufficiently flexible to
accommodate public gatherings during times when events are not scheduled
in the sports facilities and shall be in conformance with all urban
design guidelines adopted by the City Planning Commission in accordance
with Section III.B.

After June 30, 1992, unused portions of the Action Area

shall be designed as interim public open space until such time as other
permitted uses may be developed in accordance with Section II.c. of this
Plan.

8. Signage

A complete signage plan for the site shall be submitted

to and approved by the City Planning Commission. Signs which shall be
visible from public rights-of-way and public open spaces shall be
limited to signs identifying the sports facility district, the stadium,
the arena, and associated parking facilities. Such signs may. identify
primary tenants and events occurring in the sports facility district, at
the stadium and at the arena, but shall not display advertising for
products, services, businesses, corporations, or other organizations.
Permitted sign types shall be limited to the following:

District Identification Signs: Signs identifying or

naming the sports facility district may be placed along Ontario Street,
Carnegie Avenue, and East 9th Street.

Event Identification Signs: Signs identifying the

events occurring at the sports facility may be placed along Ontario
Street, Carnegie Avenue, and East 9th Street.

Building Identification Signs: Signs identifying or

naming the stadium and arena may be placed on the buildings or on the
site in the vicinity of the buildings.

, Tenant Identification Signs: Signs identifying the

major tenants of the stadium and arena may be placed on the buildings or
on the site in the vicinity of the buildings. Signs identifying other
tenants of space on the site may be placed on the building for those
tenants occupying a portion of the ground floor of the building',
containing an entrance from the building exterior, and separated from
other such spaces by a party wall or walls.

Parking Identification Signs: Signs identifying on-site

parking facilities may be placed on the buildings or on the site in the

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 vicinity of surface parking.

Directional Signs: Signs indicating a direction or a

Location to which pedestrian or vehicular traffic is requested to move
shall be placed as appropriate.

Informational Signs: Signs which present miscellaneous

information or instructions intended to serve the public, product or
issue and not containing information included in the definition of any
other sign shall be placed as appropriate.

_ Banner Signs: Signs which may be mounted on light poles

in public rights-of-way and public open space shall be placed as
appropriate presenting information included in the definitions of the
signs identified above.

Scoreboard: A variable message scoreboard which may be

visible from one or more public rights-of-way may be placed within the
stadium and may be used for the display of advertising for products,
services, businesses, corporations, or other organizations.

Electronic Changeable Copy Signs: Variable message

signs which may be visible from one or more public rights-of-way or
public open spaces may be placed on or adjacent to the arena, stadium,
or parking garage. All net revenues generated from information
displayed on such signs shall be used for the maintenance of public open
spaces and streetscape associated with the sports facility complex.
Information displayed on these signs shall be limited to the following:

a. Identification of the sports facility complex, the

arena, or the stadium.

b. Identification of events held at the sports

facility complex, the arena, or the stadium.

c. Identification of events held at other local public

assembly facilities.

d. Acknowledgement of organizations or individuals

sponsoring events held at the facility or contributing to the
construction or operation of the facility as sponsors or patrons.

e. Identification of products or services offered for

sale on the premises of the facility.

f. Public service messages such as time, temperature,

and information of a civic nature. These public service messages shall
be displayed at least twenty (20) percent of the time during which
electronic changeable copy signs are operating between the hours of 7:00
A.M. and 12 Midnight.

The signage plan shall present the minimum amount of

signage required to provide necessary information to the public and to
reflect a degree of order and uniformity through the elements of scale,
placement, type, format, and graphics. The signage plan shall identify
the design and Location of each sign incLuding size, coLor, materiaLs,
and means of iLLumination which shaLL be in conformance with Sign
Regulations, Chapter 350 of the Codified Ordinances and in conformance
with all urban design guideiines adopted by the City Planning Commission
in accordance with Section III.B. of this Plan.

9. Landscaping and Streetscape

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 Landscape and streetscape plans shall be submitted to
the City Planning Commission for approval. A landscaping plan shall
describe the design of permanent and interim public open spaces and
include the location of areas to be planted or paved, the number and
location of shrubs, earth mounds, planting, trees, and other vegetation
to be used, the design, location, and materials to be use in paved
areas, the location of public art, light poles, waste receptacles,
benches or seating areas, fences, water fountains, or other street
furniture. •

A streetscape plan shall describe the design of public

rights-of-way and include the location of and paving materials to be
used for sidewalks and amenity strips, the location of handicapped
ramps, the location and type of trees, light poles, sign poles, waste
receptacles, or other street furniture to be placed in the public
rights-of-way. Landscape and streetscape plans shall conform to all
urban design guidelines adopted by the City Planning Commission in
accordance with Section III.B. of this Plan.

10. Lighting

A complete lighting plan for the site shall be submitted

to and approved by the City Planning Commission. All lighting shall be
included in the lighting presentation to the City Planning Commission,
including types of light fixtures, color, and level of illumination for
facades, major building entrances, parking garages, public rights-of-
way, public open spaces, pedestrian pathways, and other areas requiring
special illumination. All wiring shall be underground. The lighting
plan shall conform to all urban design guidelines adopted by the City
Planning Commission in accordance with Section III.B. of this Plan.

11, Pedestrian Walkway Amenities

Pedestrian walkway amenities shall be provided to stress

principal pedestrian pathways in order to minimize pedestrian and
vehicular conflicts and to provide shelter from inclement weather.
Pedestrian walkway amenities may be in the form of interior climate
controlled passageways or exterior open walkways with canopies or
arcades. They shall be located and built in conformance with all urban
design guidelines adopted by the City Planning Commission in accordance
with Section III.B. of this Plan.

12. Utility/Systems Installation

All utility and system installations visible from, public

open spaces or public street rights-of-way shall be screened by
vegetation or fencing. All wiring shall be underground. All rooftop
utilities shall also be screened with suitable parapet walls or roof
forms .

13. Service Access

Entranceways for service vehicles may be located on

Huron. Road, Bolivar Road, and East 7th Street and shall be in
conformance with all urban design guidelines adopted by the City
Planning Commission in accordance with Section III.B. of this Plan.

10

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 III. ADDITIONAL POLICIES AND PROCEDURES APPLICABLE TO THE PLAN AREA

A. PUBLIC IMPROVEMENTS

Any public improvements installed or constructed in

connection with the renewal and development in the CENTRAL MARKET
COMMUNITY DEVELOPMENT PLAN AREA, shall conform.to City standards and
specifications for such work and all urban design guidelines adopted by
the City Planning Commission in accordance with Section III.B. of this
Plan.

B. REDEVELOPMENT PLAN REVIEW

No improvements shall be made with respect to any property,

structure, or public infrastructure in the Action Area until the
applicable plans and specifications have been approved by the
appropriate City agencies. The City Planning Commission shall review
and approve the Redevelopment Plan and specifications for improvements
to property, structures, and public infrastructure proposed by the .
Redeveloper for the Action Area. For the purpose of undertaking said
Plan review, the City Planning Commission shall adopt and, from time to
time, amend Urban Design Guidelines consistent with the goals and
objectives of the Community Development Plan to provide specific
guidance to the Redeveloper relative to the physical design of
improvements proposed for the Action Area,

C. DURATION OF LAND USE CONTROLS

The land use restrictions and site and building requirements

herein set forth shall be applicable to all properties included in the
Plan Area in connection with the renewal, redevelopment and reuse
thereof, and shall remain in effect for a period of twenty (20) years
from the date of original approval of this Plan by the Council of the
City of Cleveland, unless otherwise amended by the said City Council.
Said period shall automatically be extended for one additional ten year
period unless the City Council determines legislatively that said
renewal period shall not occur.

1. Zoning change

Under the present Zoning Code, the CENTRAL MARKET

COMMUNITY DEVELOPMENT PLAN AREA includes General Retail Business and
Semi-Industry districts. To carry out the proposed development, the
General Retail Business portion of the Plan Area shall be rezoned to a
Semi-Industry district.

D. PROCEDURE FOR AMENDMENT

This Plan may be amended from time to time in compliance with

all requirements of law and the applicable provisions of the Codified
Ordinances of the City of Cleveland, provided that with respect to any
land in the Plan Area with respect to which the land use restrictions
and site and building requirements herein set forth have been imposed,
the written consent of the then owner of such land affected by any such
amendment shall be obtained.

11

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 IV. PROVISION TO PREVENT RECURRENCE OF BLIGHTED OR SUBSTANDARD AREAS
AND DISCRIMINATION

Every contract for the sale, lease, use, rehabilitation or

redevelopment of the property within the Plan Area shall contain such
restrictions and conditions as are deemed necessary to prevent a
recurrence of blighted or substandard areas, provided that no such
restrictions shall be based upon race, creed or color; shall indicate
what covenants, restrictions and conditions of such contracts shall be
covenants running with the land; shall provide appropriate remedies for
any breach of covenants or conditions; shall provide that each
redevelopment contract for the sale, lease, use or redevelopment of the
property within such area, and convenience of land pursuant thereto
shall contain conditions and covenants which shall run with the land
which shall provide that there shall be no discrimination against or
segregation of any person or group of persons based upon race, color,
religion, national origin or ancestry in the sale, lease, sublease,
transfer, occupancy, tenure or enjoyment of such land in perpetuity; and
that such redevelopment contracts and conveyances of land within the
Plan Area shall contain a covenant that no grantee himself, or any
person claiming under or through him, shall establish or permit any such
practice or discrimination or segregation with reference to the
selection, location, number or occupancy of tenants, lessees, sublessees
or vendees in any or all of the land within such plan Area.

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 V. RELOCATION PLAN

The Community Development Plan contemplates that acquisition and

clearance projects in the Plan will involve commercial relocation
activities.

Relocation provisions satisfactory to the Department of Community

Development of the City will be provided, where applicable, in •
connection with each specified proposal for acquisition, clearance and
redevelopment property in a designated Action Area, which involves
acquisition by the City. Review and supervision of such specific
relocation provisions will be carried out by the Department of Community
Development. Such specific relocation provisions may be tailored to fit
the specific facts relating to a particular redevelopment proposal, and
may include the provision of technical assistance and information by the
Department of Community Development and/or particular Redeveloper in the
event a Redeveloper is of a size or otherwise has a staffing capability
which would enable technical assistance to be provided. '

In nonfederally assisted projects, relocation payments for

commercial (non-residential) displacements will include the payment of
the reasonable and satisfactorily documented actual costs of moving
business furniture, equipment and inventory, if any, and in addition
payment of the actual costs of utility hook-up work necessary in
connection with moving such business into replacement facilities. In
connection with projects financed in whole or in papt with federal
funds, involving a loan or grant of federal monies to pay some part of
the private costs of redevelopment project, the then applicable federal
relocation requirements shall be applied. ’

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 7C E W

EXHIBIT 1
CENTRAL MARKET
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 CW

EXHIBIT 2
CENTRAL MARKET AREA
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 EW

EXHIBIT 3

CENTRAL MARKET AREA ' " to be vacated .

PUBLIC RIGHT-OF-WAY T0 B£ constructed
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 Schedule 19

Insurance '

Minimum Limits of Liability

Comprehensive General Personal Injury

Liability Insurance $3,000,000 for injury to one person

$5,000,000 for injury to more than one person

Deductibles not to exceed $250,000

Business Interruption Insurance Not less than annual rent

Vehicle Insurance As determined by Lessee

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I»4:£01aj4.DOCS.CI-E0lIM]LEASE_6_t2_96. -95-
 EXHIBIT A

Situated in the City of Cleveland, County of Cuyahoga and State of Ohio and. known as being part
of extended Original Two Acre Lot Numbers 9 through 17 (both inclusive), and together forming a
parcel of land bounded and described as follows:

Beginning in the centerline of West 3rd Street (99 feet wide), at its point of intersection with the
centerline of Erieside Avenue, N.W. (70 feet wide) as shown by the Dedication Plat of Eriesidc
Avenue, NJE. and N.W, and West 3rd Street, recorded in Volume 204 of Maps, Page 69 of
Cuyahoga County Records; .

Thence South 33* 56* 46" East, along the centerline of West 3rd Street, 346.23 feet to a point;

Thence North 56° 03'14H East, along a line drawn perpendicular to said centerline of West 3rd
Street, 72.74 feet to its point of intersection with the Northeasterly curved line of said West 3rd
Street, said point also being the Southwesterly comer of the Donald Gray Gardens and the
principle place of beginning of the parcel of land herein intended to be described;

Thence Northeasterly, along the curved Southeasterly line of Erieside Avenue NE^ being the arc
of a circle deflecting to the right, having a radius of457.01 feet and a chord that bears North 34°
09' 3 6” West, 533.59 feet, an arc distance of 569.79 feet to a point of tangency therein;

Thence North 55° 5(7 24” East, continuing along the Southerly line of Erieside Avenue N.E.,
445.39 feet to a point of curvature therein;

Thence along the arc of a circle deflecting to the right, having a radius of 515.00 feet, a chord that
bears South 57° 29105" East, 29.56 feet, sn arc distance of29.57 feet to a point of compound
curvature;

Thence Southeasterly, along the Westerly line of Erieside Avenue (70 feet wide) as relocated,
along an arc of a circle deflecting to the right, having a radius of30.00 feet, a chord that bears
South 87° 2? 59" East, 33.03 feet, an arc distance of34.98 feet to a point of compound curvature;

Thence continuing Southeasterly along the Westerly line of Eriesidc Avenue, as relocated, along
the arc of a circle deflecting to the right, having a radius of 190.00 feet, a chord that bears South
44° 06’ 13" East, 65.69 feet, an arc distance of 66-03 feet to a point of tangency;

Thence South 34° OS' S5” East along the said line of relocated Erieside Avenue, 462.69 feet to a
point of curvature therein; -

Thence Southeasterly along said line of relocated Erieside Avenue and the arc of a circle
deflecting to the left, having a radius of335.00 feet and a chord that bears South 72° 20' 27” East,
414.26 feet, an arc distance of446.61 feet to a point; .

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 Thence South 20° ST 59" East, 25.00 feet to a point on the Northwesterly line of the West 3rd
Street exit ramp of the Cleveland Memorial Shoreway N.H and N.Wr

Thence South 56° 0T 58" West, along said Northwesterly Jine of rhe West 3rd Street exit ramp of
too Cleveland ivicuiouai Shoreway N.E. and N.W., 117.38 feet to an angle, point therein;

Thence South 54° 27 44" West, continuing along said Northwesterly lino of the West 3rd Street
exit ramp of the Cleveland Memorial Shoreway NJL and N. W., 64.87 feet to a point of curvature
therein;

Thence Southwesterly, along the curved Northwesterly line of the West 3rd Street exit ramp of the
Cleveland Memorial Shoreway N.E. and N.W., being the arc of a circle deflecting to the left,
having a radius of 980.00 feet and a chord that bears South 47’ 12' 58" West, 247.22 feet, an arc
distance of247.88 feet to a point of reverse curvature therein;

Thence Southwesterly, continuing along the curved Northwesterly line of the West 3rd Street exit
ramp of the Cleveland Memorial Shoreway N.E. and N.W., being the arc of a circle deflecting to
the right, having a radius of 1480.00 feet and a chord bearing South 49° 45' 29" West, 503.20 feet,
an arc distance of505.66 feet to a point of curvature therein; •

Thence South 59° 32* 45" West, along said Northwesterly line of the West 3rd exit ramp of die
Cleveland Memorial Shoreway NJE. and N.W^ 201/27 feet to die Southeasterly end of a curved
turnout between said Northwesterly line of the West 3rd Street exit ramp of the Cleveland
Memorial Shoreway, N.E. and N.W. and West 3rd Street;

Thence Northwesterly, along said turnout, being an arc of a circle deflecting to the right, having a
radius of 100.00 feet, an arc distance of 150.99 feet to a point of tangency in said Northeasterly
line of West 3rd Street; .

Thence North 33° 56' 46" West, continuing along the Northwesterly line of West 3d Street, 421.07
feet to a point of curvature therein;

Thence Northeasterly, along the Northeasterly curved line of West 3 rd Street, being the arc of a
circle deflecting to the right, having a radius of457.01 feet and a chord that beers North 24c46l
13" West, 145.75 feet an arc distance Of 14638 feet to the principle place of beginning according
to a survey dated May, 1986 by the City of Cleveland, Department of Public Service, Division of
Engineering and Construction, Plats and Surveys. This legal description was prepared by Jomarie
Wasik, Ohio Professional Surveyor Number 7027. Bearings arc to an assumed meridian and are
used to denote angles only.

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 Exhibit 3

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 1

1 THE STATE OF OHIO, )

) SS: LAUREN C. MOORE, J.
2 COUNTY OF CUYAHOGA.)

3 IN THE COURT OF COMMON PLEAS

4 CIVIL DIVISION

5 THE CITY OF CLEVELAND, )

)
6 Plaintiff, )
)
7 -v- ) Case No. 110189
)
8 HASLAM SPORTS GROUP, LLC, ) Volume 1 of 1
et al., )
9 )
Defendants. )
10

11
TRANSCRIPT OF PROCEEDINGS
12

13
APPEARANCES:
14
JONES DAY, by:
15 JUSTIN E. HERDMAN, ESQ.,
TRACY K. STRATFORD, ESQ.,
16
CITY OF CLEVELAND LAW DEPARTMENT, by:
17 MARK GRIFFIN, ESQ.,

18 on behalf of the Plaintiff;

19 THOMPSON HINE, LLP, by:

ROBERT F. WARE, ESQ.,
20
WACHTELL, LIPTON, ROSEN & KATZ, by:
21 BRADLEY WILSON, ESQ.,
WILLIAM SAVITT, ESQ.,
22 ANITHA REDDY, ESQ.,

23 on behalf of the Defendants.

24 Kristin A. Beutler, RPR-CRR

Official Court Reporter
25 Cuyahoga County, Ohio

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OFFICIAL COURT REPORTERS

 2

1 THE STATE OF OHIO, )

) SS: LAUREN C. MOORE, J.
2 COUNTY OF CUYAHOGA. )

3 IN THE COURT OF COMMON PLEAS

4 CIVIL DIVISION

5 THE CITY OF CLEVELAND, )

)
6 Plaintiff, )
)
7 -v- ) Case No. 110189
)
8 HASLAM SPORTS GROUP, LLC, )
et al., )
9 )
Defendants. )
10

11
TRANSCRIPT OF PROCEEDINGS
12

13

14 BE IT REMEMBERED, that at the May

15 2025 term of said Court, to-wit, commencing on

16 FRIDAY, JUNE 20, 2025, this cause came on to

17 be heard before the Honorable Lauren C. Moore,

18 in Courtroom No. 21-B, Courts Tower, Justice

19 Center, Cleveland, Ohio, upon the pleadings

20 filed heretofore.

21

22

23

24

25

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OFFICIAL COURT REPORTERS

 3

1 I N D E X
(Hearing - June 20, 2025)
2
Opening Statement Defense...................... 5
3 Opening Statement Plaintiff.................... 14

4
SPEAKERS:
5
Ms. Reddy........................................ 18
6 Mr. Wilson...................................... 36
Mr. Herdman..................................... 69
7 Mr. Savitt...................................... 88
Mr. Herdman..................................... 113
8

9 PLAINTIFF WITNESSES:

10 None

11
DEFENSE WITNESSES:
12
None
13

14

15 E X H I B I T S

16 Plaintiff:

17 None

18 Defense:

19 None

20

21

22

23

24

25

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OFFICIAL COURT REPORTERS

 4

1 FRIDAY MORNING SESSION, JUNE 20, 2025

2 THE BAILIFF: This is

3 CV-25-110189. The case is captioned The City

4 of Cleveland versus The Haslam Sports Group,

5 LLC.

6 THE COURT: All right. City

7 of Cleveland versus Haslam Sports.

8 Representing the City of Cleveland?

9 MR. HERDMAN: Good morning,

10 Your Honor. Justin Herdman, Jones Day, on

11 behalf of the City of Cleveland.

12 MARK GRIFFIN: Thank you, Your

13 Honor. Mark Griffin, Law Director of the City

14 of Cleveland.

15 MS. STRATFORD: Good Morning,

16 Your Honor. Tracy Stratford from Jones Day on

17 behalf of the City of Cleveland.

18 THE COURT: Good morning.

19 Good morning. Representing Haslam

20 Sports Group?

21 MR. WARE: Good morning,

22 Your Honor. Robert Ware of Thompson Hine.

23 With me at the table is Anitha Reddy, Bill

24 Savitt, and Brad Wilson, who will be

25 presenting today.

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1 THE COURT: Thank you so

2 much. All right, we'll get right into it.

3 So this is a motion to stay, motion

4 to dismiss. Would you like to present an

5 opening statement?

6 -------

7 DEFENDANTS' OPENING STATEMENT

8 MR. SAVITT: Good morning, Your

9 Honor. William Savitt, Thompson Firm, and

10 we're here on behalf of the Haslam Sports

11 Group. Thank you, Your Honor, for hearing us

12 this morning.

13 We're here as the Court's just noted

14 on our motion to stay or alternatively dismiss

15 the complaint that's been filed here. The

16 Court has generously set down this time for

17 argument and we hope to use our time with you,

18 Your Honor, to highlight important points of

19 factual background and then discuss legal

20 issues that are presented upon the motion in

21 front of the Court. Above all, Your Honor, we

22 want to address any questions that the Court

23 might have for any of the papers we and our

24 friends on the other side have filed and that

25 the Court views as important in considering

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1 the questions here presented.

2 With the Court's permission, as we've

3 previewed, we propose to proceed as follows:

4 My partner, Anitha Reddy, will discuss

5 precisely issues related to the factual

6 background of the case; then Mr. Wilson, in

7 the very sharp royal blue, seated in the

8 second row, is going to talk about some of the

9 legal issues that are up front and center in

10 that motion. And if necessary and sensible,

11 I'll present more oral argument after our

12 friends on the other side have had a chance to

13 chat with the Court.

14 Before ceding the podium to the other

15 side and Ms. Reddy, let me offer a few words

16 by way of brief introduction. This lawsuit,

17 as the Court knows, concerns the future of the

18 Cleveland Browns Football Club. The Browns

19 have a lease to play their home games in

20 Huntington Bank Field, just a block or two

21 away by the lakefront, through the end of the

22 2028 NFL season, and they have committed to

23 honoring that commitment, and honor that

24 commitment the Browns will.

25 The Club is pursuing plans to build a

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1 state-of-the-art domed facility in Brook Park

2 as the team's new home after the lease expires

3 in 2029. Those plans anticipate a massive

4 investment in Northeast Ohio, one that

5 promises extraordinary economic returns for

6 the City of Cleveland, for the County, and,

7 Your Honor, the State, all reenforcing the

8 steadfast commitment of this team and its

9 ownership to Cleveland and the broader

10 Cleveland community.

11 Now, when, in the order of a year

12 ago, the City and certain officials associated

13 with it said they wanted to stop the Browns

14 from considering the Brook Park alternative

15 and continue to refuse to present any

16 plausible claims for developing or renovating

17 the lakefront facility, the Browns filed a

18 lawsuit in Federal District Court in the

19 Northern District of Ohio right here in

20 Cleveland seeking a ruling that they were

21 permitted to. That was in October of 2024.

22 And that lawsuit, as the Court knows and the

23 Court will hear, turns on issues, among other

24 things, centrally arising with the United

25 States Constitution, Federal Constitution.

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1 Months later, the City filed this lawsuit in

2 this court, almost three months later.

3 And as the Court has read and as the

4 Court will hear, the second filed suit pending

5 in front of Your Honor concerns, broadly

6 speaking, nearly identically speaking, the

7 same facts and the same legal issues as the

8 earlier filed suit that the team filed in the

9 Federal District Court.

10 Our motion, Your Honor, seeks simple

11 relief: stay this action in favor of the prior

12 pending federal action. And that's to avoid

13 inefficiency and wasteful duplication and to

14 ensure that determinative questions of federal

15 constitutional law are determined by a federal

16 court. And above all of that, to avoid an

17 unnecessary collision between two courts, both

18 of competent jurisdiction.

19 Now, the City tells the court not to

20 bother with the federal court. That court,

21 you've been told, lacks jurisdiction. Whether

22 the federal court lacks jurisdiction is not

23 for the City to say; it's for the court to

24 say, for the federal court to say. And Judge

25 Ruiz certainly hasn't indicated that he thinks

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1 he lacks jurisdiction. To the contrary, when

2 the City in a continuing effort to avoid

3 progress in the federal court tried to stop

4 the Browns even from amending their complaint,

5 it told the federal court that it lacked

6 jurisdiction to even consider the request to

7 amend.

8 Now, Judge Ruiz was having none of

9 that argument, Your Honor. He issued a

10 memorandum opinion because the City's motion

11 required the drafting of an opinion. And then

12 the accompanying order, that granted leave and

13 green-lighted the Browns' amendment in the

14 federal court.

15 And as you'll hear, the federal court

16 has taken further action to move that federal

17 case along while the City does its level best

18 to stop progress in the federal court, where

19 the first filed suit is pending and where the

20 federal constitutional claims belong. Your

21 Honor, we'll have a lot to say later on the

22 merits, but that's not for today. We think

23 the merits are overwhelmingly in our favor,

24 but that's not for today.

25 The issue for today is different;

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1 it's narrower. It's whether this dispute

2 should be litigated in one court or in two

3 courts at the same time. Whether it should be

4 litigated in a way that's designed to promote

5 efficient decision-making or in a way that's

6 designed to waste the court's time and the

7 parties', money. It's whether the dispute

8 centering on federal constitutional issues

9 should proceed in federal court. It's whether

10 the first filed action should proceed first

11 or, alternatively, as my friends on the other

12 side would have it, to force an inevitable

13 collision between courts and the likelihood or

14 at least the substantial possibility of

15 conflicting rulings, all of which, as the

16 Court well knows, fly in the face of basic

17 principles of judicial economy.

18 We think there's only one possible

19 answer here, Your Honor, the one rooted in

20 judicial economy, the one rooted in principles

21 of comity, the one that speaks common sense.

22 The first filed case goes first in the court

23 that first sees the matter jurisdictionally

24 and in a federal court where thorny questions

25 of federal constitutional laws can be sorted

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1 out.

2 Those are our introductory marks for

3 Your Honor and we appreciate your patience

4 with them. I think the order of operations we

5 discussed was that we'd cede the podium to the

6 other side for an introduction. I'm happy to

7 do that. After that, Ms. Reddy, my partner,

8 will come up.

9 We had some slides which might be on

10 the screen, but with the Court's permission we

11 wanted to hand them up to Your Honor and

12 staff, and I think we've already shared them

13 with folks on the other side.

14 THE COURT: Thank you.

15 MR. SAVITT: May I approach?

16 THE COURT: Yes, please.

17

18 PLAINTIFF'S OPENING STATEMENT

19 MR. HERDMAN: Good morning, Your

20 Honor. Again, Justin Herdman on behalf of the

21 City of Cleveland, and I will be brief here.

22 I know we have a lot to get to this morning.

23 I just, in terms of introductory remarks, I

24 will save most of what I have for a response

25 here to let what my friends on the other side

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1 have to say.

2 What I would say at the outset here

3 is, I would just offer this for the Court:

4 All of this on this side of the courtroom,

5 every single person that's here, every slide

6 that you're about to see, every ounce of

7 effort that has gone into this presentation

8 and this argument that you're about to hear,

9 Your Honor, all of that is designed to do one

10 simple thing. None of these folks ever want

11 to walk back into this courtroom ever again

12 after today. That is what this is all about.

13 They don't want to be here. The Cleveland

14 Browns do not want to be in an Ohio court with

15 this dispute. That's what this is all

16 designed to do. They don't want to have an

17 Ohio court sit in judgment of this dispute.

18 That's what this entire issue is about. And

19 the City of Cleveland's position is the only

20 place that this dispute should be is in an

21 Ohio court.

22 These are not overlapping cases,

23 first of all. They're just not. When have

24 you ever had an Ohio citizen come before an

25 Ohio court with respect to a dispute on an

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1 Ohio lease with an Ohio municipality and say

2 that there is a federal question that has to

3 be decided before this court can sit in

4 judgment of that lease dispute? That's

5 exactly what the Browns just told you, Judge.

6 The City of Cleveland is the landlord

7 of the Cleveland Browns at Huntington Bank

8 Field. We have a breach of contract claim

9 that we have brought in a well-pled complaint

10 that's before this court. There is not a

11 single thing pending in that federal court

12 case that is going to determine that breach of

13 contract. I'll get to that later, but that is

14 a simple fact that they cannot argue their way

15 around. They're not going to be able to say

16 anything about how that federal court case is

17 going to touch that simple breach of contract.

18 It is a lease dispute. They are

19 currently violating their lease. They are

20 breaching their lease. They are in current

21 breach of their lease. They are violating

22 Ohio law as well. That's why we're here.

23 That's why we brought this case.

24 And I'll have more to say about the

25 posture of the federal court cases. There's

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1 not a lot to say about it other than, keep

2 this in mind, they are not the first filed

3 case. Their complaints, their current

4 complaint in federal court was filed on

5 Memorial Day, a month ago. So, yes, they

6 filed in October, but they're on their third

7 complaint in federal court. It is a contorted

8 procedural morass in federal court of their

9 own making, but let's not pretend like this is

10 some clean, pristine silver bullet of a

11 complaint that they filed in federal court.

12 It has been a procedural mess and it remains

13 so. And their first filed complaint, as they

14 would put it, was filed five months later than

15 our complaint that's been filed here and

16 pending in front of Your Honor since January.

17 So I'll have more to say, Your Honor,

18 but that's where I wanted to start off, is

19 we're here in front of you, we think this case

20 belongs in Cuyahoga County where Huntington

21 Bank Field sits, where the Cleveland Browns

22 have played for the last 25 years, where the

23 City of Cleveland, the landlord of the

24 Cleveland Browns is, where this courthouse

25 sits. We think that an Ohio state court

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1 judge, Judge Lauren C. Moore, should be

2 sitting in judgment of this dispute, should be

3 interpreting Ohio law, and should be sitting

4 in judgment of these claims that we have

5 brought.

6 I'll have more to say about that

7 later, but that's what I have to say in

8 opening, Your Honor. Thank you.

9 THE COURT: Thank you.

10 MS. REDDY: Good morning, Your

11 Honor. This dispute is about the Browns'

12 ability to call a new stadium home when their

13 current lease expires in 2029 and the City's

14 ability to use the Modell Law to try to stop

15 them.

16 The history of the Browns' present

17 lease and of the Modell Law actually begins

18 another lease, and we think that history is

19 important, Your Honor, to understanding both

20 the current lease and the Modell Law.

21 In 1973, the Browns entered into a

22 lease with the City to play at Municipal

23 Stadium. As I expect you know, the team was

24 then owned by Art Modell. That lease

25 obligated the Browns to play their home season

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1 games in Municipal stadium for 25 years, until

2 1998. But in 1995 with three years still left

3 on the lease, Mr. Modell decided to move the

4 team to Baltimore to fill a hole left by the

5 Colts who moved to Indianapolis, and the City

6 sued Mr. Modell and the Browns for breach of

7 the lease and moved for a preliminary

8 junction. The City claimed it was entitled to

9 specific performance. The Browns couldn't

10 just pay for the remainder of the lease, the

11 City said. The Browns had to play in

12 Municipal Stadium for the remainder of the

13 lease. As the City argued in its PI brief, to

14 allow the Browns to repudiate the lease

15 agreement three years before its expiration

16 would deny the City the essential benefit of

17 its bargain.

18 The City settled that suit in 1996 in

19 a three-way deal with Mr. Modell and the NFL,

20 and that deal included the Browns' present

21 lease, the one that is at issue today. Under

22 that deal, Mr. Modell was allowed to move the

23 team to Baltimore, but in exchange he had to

24 leave behind the Browns' name, their colors,

25 record and history, which would be carried on

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1 by a new franchise. And in exchange for the

2 NFL's authorization for a new Browns franchise

3 in Cleveland, the City agreed to build a new

4 stadium, partly funded by the NFL, that would

5 be leased to that new Browns franchise. And

6 although that stadium would be owned by the

7 City, the cost of constructing it would be

8 shared with the NFL, and the cost of

9 maintaining it would be shared with the new

10 Browns franchise. That settlement bargain was

11 documented in several contracts, related, a

12 franchise agreement, financing agreement, and

13 a lease agreement.

14 The lease agreement, dated April 26,

15 1996, governs the Browns' lease of the new

16 stadium, the stadium we all know today as

17 Huntington Bank Field. The City, as the owner

18 of the new stadium, was party to that lease as

19 the lessor. And because the new Browns

20 franchise did not yet have an owner, the NFL

21 executed that lease on behalf of the new

22 owner, as nominee for the new owner. And in

23 1998 when Al Lerner bought that new Browns

24 franchise, as required by the lease agreement,

25 the new franchise then assumed that lease.

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1 The lease agreement sets the lease

2 terms of 30 years. That term runs from the

3 new franchise's first season in the NFL. That

4 first season began in the fall of 1999, so the

5 Browns' current lease expires on February 1st,

6 2029.

7 The lease agreement, like other lease

8 agreements, imposes mutual obligations on the

9 parties during the lease term. During the

10 lease term, the City is obligated to fund

11 specified capital repairs. The Browns' owner,

12 on the other hand, is obligated to pay for

13 stadium alterations or improvements, routine

14 maintenance, and annual rent. And during the

15 lease term, the Browns are obligated to play

16 all regular season home games and post-season

17 gams in the new stadium and at least half of

18 their preseason games there.

19 Now, the lease agreement does not

20 give the City a right to extend the 30-year

21 lease term. And the lease agreement expressly

22 provides that upon expiration of the term the

23 Browns, and I'm quoting the lease, Your Honor,

24 "must peaceably and quietly leave, surrender

25 or yield up unto the City the Leased

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1 Premises."

2 THE COURT: I'm sorry, could you

3 repeat that?

4 MS. REDDY: At the end of the term,

5 the contract requires that the Browns

6 "peaceably and quietly leave, surrender or

7 yield up unto the City the Leased Premises."

8 The leased premises are the stadium, Your

9 Honor.

10 Now, in June 1996, a few months after

11 the settlement of the City suit, the General

12 Assembly adopted section 9.67 of the Revised

13 Code, but no one calls it that, Your Honor.

14 Everyone calls it the "Modell Law," because it

15 was passed as a legislative rebuke to the move

16 that Mr. Modell had tried breaking the Browns'

17 lease on the stadium, supported by public

18 money, years before the lease expired to take

19 the team to another city.

20 Now, the Modell Law prohibits an

21 owner of a professional sports team from

22 moving the team from a tax-supported home

23 stadium, unless the owner either has an

24 agreement with a political subdivision

25 allowing the team to play home games

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1 elsewhere, or gives the subdivision notice of

2 the intention to cease playing home games and

3 an opportunity for the subdivision and area

4 residents to buy the team.

5 Now, the Modell Law has been on the

6 books for nearly 30 years, but until this

7 lawsuit it has never been enforced, never even

8 tried to be enforced, against an owner with no

9 intention of breaking a team's stadium lease

10 and no intention of moving a team out of Ohio.

11 The Modell Law is not a trap for

12 owners who are nothing like Art Modell. And

13 the Haslam family, the Browns' current owners,

14 are nothing like Art Modell. For the Haslams,

15 the Browns are a family business. Jimmy is

16 the chairman. His wife is the CEO. Their

17 daughter Whitney and her husband are both

18 managing partners, and they live with their

19 three sons here in Cuyahoga County.

20 The Haslam family has been committed

21 to keeping the Browns, the Cleveland Browns,

22 since they bought the team in 2012. In his

23 very first press conference as the new owner,

24 Jimmy Haslam declared there was zero chance

25 the family would move the team to another

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1 city, and within a year of buying the team the

2 Haslams started investing in it. They

3 announced a $120 million plan to improve the

4 existing stadium, and they paid for that

5 upfront so that those repairs and improvements

6 could be done right away.

7 And they're committed not just to the

8 Browns, but to this area, to this city and to

9 this metropolitan region. They funded the

10 installation of synthetic turf fields at 16

11 high schools in the Cleveland area. They

12 founded an organization to combat absenteeism

13 among school children all across around Ohio.

14 They've given more than 50 million dollars to

15 Cleveland's health care institutions; among

16 them, Cleveland Clinic.

17 And what's more, the Haslams were

18 instrumental in keeping another professional

19 sports team from leaving Ohio. In 2017, the

20 Columbus Crew, a major league sports team,

21 threatened to leave for Texas when it still

22 had five years left on its stadium lease with

23 the State of Ohio.

24 Faced with a replay of Modell's

25 departure from Baltimore, the State invoked

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1 the Modell Law to argue that the team had to

2 stay in Columbus or face a forced sale. The

3 Haslams stepped in. Recognizing that the Crew

4 belongs in Columbus, in Ohio, they reached an

5 agreement to invest in the team and keep it

6 there, and then contributed another 220

7 million dollars towards construction of a new

8 stat-of-the-art stadium and training facility

9 for the team, which opened in 2021. And as in

10 Cleveland, the Haslams have donated millions

11 of dollars to support local education, parks,

12 and health care in the Columbus area.

13 As all of this should make clear, the

14 Haslams are committed not just to Cleveland

15 and the northeast region, but to the State of

16 Ohio.

17 Now, under its terms, as I mentioned

18 earlier, the Browns' current stadium lease

19 ends on February 1, 2029. By that time the

20 lakefront stadium will be 30 years old. As

21 both the Browns and the City have long

22 recognized, they cannot continue to serve as

23 an adequate, let alone a first-rate, home for

24 the Browns without a major renovation and

25 surrounding infrastructure improvements. And

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1 the City has long hoped for a comprehensive

2 redevelopment of the lakefront, one that will

3 connect it to downtown.

4 So, in 2017, knowing that the Browns

5 would need to begin planning for a home that

6 would serve the team in 2029 and beyond, Mayor

7 Jackson asked the Browns to present a vision

8 to redevelop the lakefront and link it to

9 downtown. The Browns unveiled that

10 development plan in May of 2021. It

11 envisioned converting the Shoreway into a

12 boulevard, building a landscaped land bridge,

13 and connecting downtown to the lakefront in a

14 way that the City had always hoped.

15 That fall, in November 2021, the

16 Browns met with newly elected Mayor Bibb to

17 discuss his vision of the lakefront, and they

18 were encouraged by his support for that plan

19 and for a vision of a redeveloped lakefront.

20 So the Browns began a comprehensive

21 investigation of a renovation of the lakefront

22 stadium for use after the lease ended in 2029.

23 What would it take? The Browns enlisted a

24 team of experts, developers, architects,

25 designers, construction companies, engineers,

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1 consultants to create detailed renovation

2 plans and cost estimates.

3 In early 2023 they presented that

4 plan to the City and the County. As the plans

5 showed, renovating the stadium to extend its

6 useful life by another 20 years would require

7 at least 1 billion dollars in upfront money.

8 And that renovation plan itself depended on

9 substantial infrastructure improvements that

10 would drive development and in turn help pay

11 for the renovation. Those infrastructure

12 improvements would themselves cost hundreds of

13 millions of dollars more.

14 Now, after the Browns delivered that

15 detailed renovation plan, the City did not

16 identify a clear path for obtaining the

17 necessary public funding to complete the

18 project by 2029, and as the months passed it

19 became clear to the Browns that it was

20 imperative, it was the responsible thing to do

21 to develop a plan for a new home that did not

22 depend on significant City funding. So the

23 Browns began to look at sites in the Cleveland

24 area that could support a stadium with a dome.

25 Not an open-air stadium but a domed stadium.

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1 Now, stadium renovation and

2 construction is massively expensive, at least

3 a billion dollars, easily multiple billions of

4 dollars, and that expense is especially

5 difficult to justify and finance for open-air

6 NFL stadiums, because NFL teams play only

7 eight to ten home games a year. But when a

8 stadium has a dome, it becomes an all weather,

9 all season facility, one that can be used not

10 just for NFL games, but year-round for

11 concerts, shows, other sporting events.

12 That economic activity, that

13 year-round economic activity, makes private

14 financing easier to get and it boosts the tax

15 revenues associated with the project. Put

16 simply, the economics of a domed stadium mean

17 a team can build a world-class facility with

18 significantly less burden on the public.

19 Now, after a careful search, the

20 Browns determined that the best place for a

21 domed stadium in the Cleveland area was a

22 vacant site in Brook Park less than a mile

23 from the city line near Hopkins Airport and

24 their training facility. In April 2024 the

25 Browns presented the County with a detailed

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1 proposal for a stadium there. A domed stadium

2 with a useful life of at least 50 years could

3 be built in three-and-a-half years at a cost

4 of 2.4 billion.

5 Now, in recent years, new NFL

6 stadiums have been built with majority public

7 funding, but under the Haslams' proposal,

8 private investment will cover more than half

9 the cost, plus any cost overruns. And the

10 public funding would ultimately be covered by

11 taxes and fees on revenues generated by the

12 new development and taxes on visitors. And to

13 be clear, that initial public funding would

14 not come from the City but from the State. So

15 the new stadium will allow Cleveland and its

16 residents access to a state-of-the-art domed

17 stadium sitting on its southwest border at

18 zero cost to the City.

19 Now, one would have thought that a

20 proposal like that, a proposal for a new

21 stadium less than a mile from the City,

22 requiring no city funding, would at least

23 merit a close look by the City. Instead, the

24 City responded in May 2024 with an emergency

25 ordinance directing its lawyers to enforce the

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1 Modell Law to keep the Browns within city

2 limits, and it said it was doing that to

3 protect the interest of the taxpayers of the

4 City. But the City did not explain how the

5 Browns could possibly violate the Modell Law

6 by simply looking for a new stadium in the

7 Cleveland area to play in after their lease

8 expires. And the City did not explain how it

9 serves taxpayers to oppose a new stadium less

10 than a mile from the city when it will cost it

11 taxpayers nothing.

12 The City's position that the

13 Cleveland Browns are not the Cleveland Browns

14 unless their stadium is within city limits

15 doesn't make much sense. No one thinks that a

16 sports team leaves its city by playing in a

17 stadium in a metro area rather than within

18 city limits. The NFL rules make clear that a

19 team's home territory includes a 75-mile

20 radius beyond the franchise city. Brook Park

21 is less than a mile, less than a mile from the

22 Cleveland city line.

23 By playing in Brook Park, the Browns

24 would be just one of many NFL teams that play

25 in a suburb near a franchise city. The Dallas

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1 Cowboys play in Arlington. The Los Angeles

2 Rams play in Englewood. Heck, the New York

3 Giants don't even play in New York, they play

4 across the state line in New Jersey. But no

5 one is confused about which city the Cowboys,

6 the Rams, or the Giants call home.

7 Although the City opposed the stadium

8 in Brookpark, it still offered no clear plan

9 or commitment for satisfying the public

10 contribution to the cost of renovating the

11 current stadium.

12 In September 2024, months after

13 threatening to sue under the Modell Law, the

14 City asked the Browns to explore the

15 feasibility of a domed stadium at Burke

16 Airport. That exercise offered little hope

17 for an alternative to Brook Park, because the

18 City does not have the authority to replace

19 Burke Airport with a stadium. Building a

20 stadium there would require federal

21 legislation and regulatory approvals,

22 legislation and approvals that haven't even

23 been sought. But the Browns, in assigning

24 good faith and an effort to reach a consensus

25 on the best alternative to the current

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1 stadium, spent hundreds of thousands of

2 dollars on engineers and consultants to test

3 the feasibility of a domed stadium at Burke

4 Airport.

5 The final assessment, replacing Burke

6 Airport with a domed stadium, is not only

7 impossible under current law, but

8 astronomically expensive even if the law

9 changes. Because of engineering challenges at

10 the site, building a domed stadium at Burke

11 Airport could cost 3.3 billion dollars, nearly

12 a billion dollars more than building one in

13 Brook Park. And that estimate assumes

14 construction begins right away, and of course

15 it can't, because, as we said, the approvals

16 aren't in place and they may never be. With

17 each year of delay, that construction cost

18 estimate goes up. And it doesn't even cover

19 the whole cost of the airport, which would

20 also require infrastructure.

21 So by the fall of 2024 the Haslams

22 and the Browns spent nearly seven years

23 evaluating the options for the Browns' best

24 home, and not just in 2029, but for the long

25 term. And the answer that emerged after that

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1 exhausting work was clear, it was Brook Park.

2 And so the Haslams announced that they were

3 going to focus on pursuing a new stadium in

4 Brook Park.

5 Now, just days after the Haslams'

6 announcement, the City announced that it would

7 move forward with enforcing the Modell Law

8 against them and the Browns. Those are the

9 threats that prompted the Browns to seek to

10 protect their rights to find the best new home

11 for the team and to do so by suing in federal

12 court.

13 Now, the Browns initiated that

14 lawsuit, let's just be clear, in October of

15 2024. The Browns allege that the threatened

16 enforcement of the Modell Law violates the

17 U.S. Constitution in addition to being

18 contrary to the Modell Law's text and purpose.

19 The Browns' suit asserts multiple

20 federal claims and three theories of

21 constitutional violation. First, the City's

22 attempted enforcement of the Modell law

23 violates the contract laws by impairing the

24 obligations of the lease agreement and the

25 related agreements of the 1996 settlement,

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1 none of which require the Browns to play at

2 the current stadium after the lease ends.

3 Second, the Modell Law violates the

4 commerce laws by impermissibly discriminating

5 between in-state and out-of-state economic

6 interests. The law affords preferential

7 treatment to Ohio subdivisions and residents

8 who purchase professional sports teams. And

9 by interfering with the economic relationships

10 between and among NFL franchises and their

11 owners, the law places excessive burdens on

12 interstate commerce.

13 Third, the Modell Law violates the

14 due process clause because it is so vague in

15 its application of requirements as to

16 encourage arbitrary and erratic enforcement.

17 Since the Browns brought their

18 federal suit in October, the City has over and

19 over again sought to delay resolution of their

20 federal claims. After obtaining an extension

21 of time to respond to the Browns' federal

22 complaint, the City then filed this copycat

23 lawsuit nearly 90 days after the Browns filed

24 their suit in federal court. And when the

25 Browns sought to amend their federal complaint

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1 to add related federal claims, before the City

2 had even answered or an initial case

3 conference had occurred, the City opposed that

4 amendment, even though the federal rules

5 direct that leave to amend should be freely

6 granted.

7 In decision after decision, both in

8 the Northern District of Ohio and from the

9 Sixth Circuit, makes clear that leave to amend

10 should be granted as a matter of course when a

11 case is in its early stages. Then the City

12 invoked its opposition to leave to amend to

13 refuse to meet and confer on case scheduling

14 and discovery matters with the Browns.

15 The City's tactics have needlessly

16 dragged out the federal case, but Judge Ruiz

17 had made clear that the federal case is

18 proceeding. He granted the Browns' leave to

19 amend their complaint in a recent opinion.

20 The City, in yet another delay tactic, moved

21 for reconsideration of that order for

22 interlocutory appeal to the Sixth Circuit.

23 That motion is as meritless as it sounds. The

24 City couldn't manage to cite a single case in

25 which leave to amend a complaint was subject

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1 to either reconsideration or interlocutory

2 appeal.

3 But more importantly, Judge Ruiz is

4 not allowing that motion or the pendency of

5 the City's renewed motion to dismiss to

6 further delay proceedings. After the City

7 filed these motions, he scheduled a case

8 management conference for July at which he

9 will set a case schedule and initiate the

10 discovery phase of the case, and he ordered

11 the City to promptly file its answer to the

12 Browns' complaint. That will be on file by

13 June 30th, Your Honor.

14 At this point the question is thus

15 not whether there will be active litigation in

16 the federal court; there will be. The

17 question is whether there will be active

18 litigation in this court as well.

19 Thank you, Your Honor.

20 THE COURT: Thank you.

21 MR. WILSON: Good morning, Your

22 Honor. Just for the benefit of the court

23 reporter, my name is Bradley Wilson, from the

24 Wachtell, Lipton firm. And as my colleague,

25 Mr. Savitt, previewed a few moments ago, I

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1 will be addressing the reasons why the Court

2 should grant our motion to stay or dismiss

3 this action in favor of the federal action, a

4 decision that would allow the Browns very

5 important federal constitutional arguments to

6 go forward in the federal action in front of

7 Judge Ruiz right down the street here in the

8 city.

9 Our motion seeks two alternative

10 forms of relief. First, the entry of an order

11 staying this copycat action pending resolution

12 of the federal case; or, second, dismissing

13 this case that the City has brought as unripe

14 and therefore nonjusticiable. The Court has

15 the clear power to grant either branch of our

16 motion. And as I said, either outcome will

17 avoid the inevitable circumstance in which

18 identical cases are proceeding in two places

19 at the same time, bringing along with it a

20 number of ills that Ohio courts have

21 repeatedly said the court should take into

22 account in circumstances just like these. And

23 I'll get to those in a moment.

24 I'll start as our papers do with the

25 Browns' motion to stay. There could be no

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1 dispute that this Court has the power to stay

2 this case in favor of the federal action. As

3 the Ohio Supreme Court recognized in the

4 Hochhausler case, this power to stay cases is

5 inherent within a court's jurisdiction and

6 essential to the orderly and efficient

7 administration of justice.

8 When a party asks for a stay of

9 proceedings, as the Browns have done here, the

10 Court is instructed to focus on a number of

11 considerations. In this circumstance, the

12 most important considerations are comity,

13 orderly procedure, and judicial economy. This

14 has been settled Ohio law for more than 50

15 years following the Supreme Court's decision

16 in the Zellner case, which is referenced on

17 the slide and cited at some length in our

18 papers.

19 In the Efro s case, also cited in our

20 papers, the Court of Appeals distilled these

21 considerations down in a way that I believe

22 captures what is the essence of question that

23 Your Honor has to answer, and that is whether

24 a stay of proceedings is necessary to avoid a

25 collision course. And a collision course is

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1 exactly what we're facing if the City is

2 allowed to proceed with this copycat lawsuit.

3 Comparing this case with the federal

4 action, first of all, we have substantially

5 overlapping parties. In both cases, the

6 Browns and the Haslams on one side and the

7 City on the other are the critical parties.

8 We also have identical issues of law and fact.

9 Resolving both cases will require the

10 resolution of the Browns' important federal

11 claims challenging the Modell Law and its

12 application to the Browns under the U.S.

13 Constitution, and that will in turn require

14 factual findings about the purpose and effect

15 of the Modell Law. Those are unavoidable

16 questions in both cases as I'll explain in a

17 moment.

18 Now, counsel for the City said this

19 morning that this case is really just a lease

20 dispute. We don't think that's right, Your

21 Honor. We think that's obviously not right.

22 From the beginning, this dispute has always

23 been about the Modell Law and the U.S.

24 Constitution, and nothing that counsel said

25 this morning changes that. It is true that

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1 the City has a tack-on claim, it's Count II of

2 their complaint, for anticipatory breach of

3 the stadium lease. But if the Court looks at

4 the complaint, and specifically at paragraph

5 82, the Court will see that a necessary

6 predicate for that anticipatory breach claim

7 is a violation of the Modell Law. Without it,

8 there is no breach, can be no breach, as the

9 Court will see, and as I think the City would

10 concede if asked. We'll talk a little more

11 about the anticipatory breach claim in a

12 moment. But we just don't fundamentally

13 disagree with the concept of the City's case,

14 there's a lot more significant matters at

15 stake and they're constitutional in nature.

16 Proceeding with -­

17 THE COURT: It is an issue,

18 correct?

19 MR. WILSON: Pardon me?

20 THE COURT: It is an issue, the

21 lease?

22 MR. WILSON: Your Honor, I don't

23 think the lease is an issue. I think that

24 claim will be dismissed or should be

25 dismissed. As I said, the provision that

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1 they're relying on is a compliance with law

2 provision. We're not even sure that it really

3 applies in the way that they're trying to

4 apply it. But even if it does, and I'll

5 accept that it does for purposes of this

6 pleadings motion, the theory is that Browns

7 are violating the Modell Law today. We don't

8 think that's right. We laid that out in our

9 papers and I'll talk about it in a moment.

10 And if the Browns aren't violating

11 the Modell Law today and can't violate it

12 until lease term ends at the end of the 2028

13 season, which is when it's clearly correct

14 under the statute, the compliance with law

15 provision isn't even implicated. Because that

16 provision, as the Court would expect, like

17 every other provision in the lease, goes away

18 when the lease expires.

19 It explicitly says that the Browns

20 have to comply with the law during the term of

21 the lease. The Browns have done that.

22 There's no allegation that they've breached

23 the lease in any other way. And they will

24 continue to do that through the end of the

25 lease term. I don't think the City is

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1 disputing that and certainly they don't allege

2 that the Browns have expressed any intention

3 to leave Huntington Bank Field before the

4 lease ends. So we don't think that the lease

5 is properly in the case. We think it should

6 be dismissed whether or not this case goes

7 forward. I'm happy to turn to that now or I

8 can come to it -­

9 THE COURT: You can continue.

10 MR. WILSON: -- when I get to the

11 motion to dismiss.

12 As I said, allowing the two cases to

13 proceed in parallel in two courts is not only

14 inefficient and needlessly expensive, it sets

15 up a direct clash between this Court and Judge

16 Ruiz. It incentivizes a race to judgment that

17 disserves the interest of justice, this court,

18 the federal court, and all of the parties

19 involved.

20 Now, why would we expect a race to

21 judgment in two courts? The reason is that

22 the federal and state actions are, for all

23 intents and purposes, identical. In both

24 cases the court will be called upon to decide

25 whether the City has the legal right to invoke

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1 the Modell Law and prevent the Browns from

2 moving to Brook Park in 2029. Given the

3 significant overlap of the parties and issues,

4 the decision in the court that reaches

5 judgment first could potentially be res

6 judicata in the other, and we certainly would

7 expect the prevailing party to make that

8 argument.

9 Making matters worse, at every turn

10 along the way to that final judgment, there

11 will be a constant risk of inconsistent

12 judicial rulings on scheduling matters,

13 discovery matters, and subsidiary issues of

14 law and fact that may come up along the way

15 during the case. That will require the

16 parties to be shouldering different

17 obligations and different case structures at

18 the same time on the same issues in two

19 different places. That courthouse is located

20 just a few miles apart.

21 Staying this case pending resolution

22 of the earlier filed federal action avoids all

23 of these dangers. There will be no judicial

24 duplication, no risk of potentially divergent

25 rulings, and no incentive to play games to get

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1 one case or the other to the finish line

2 first.

3 Now, Ms. Reddy talked about some of

4 the ways that the City has been trying to play

5 catch-up by slowing down the federal action to

6 try to prevent it from moving forward. Judge

7 Ruiz has not accepted that, he's moving the

8 case forward as we talked about. We have a

9 conference in front of him in a couple of

10 weeks and the case will be moving. But if

11 this case is moving as well, Your Honor can

12 expect that the parties will be trying to

13 grapple to get their case to judgment first,

14 which we don't think is efficient or

15 consistent with Ohio law.

16 Now, the City caused this problem,

17 this collision course, when it filed this

18 copycat lawsuit 82 days after we sued in

19 federal court.

20 THE COURT: Why are you calling it

21 a copycat?

22 MR. WILSON: It's the same case,

23 Your Honor. It's the same case. It's a

24 question of whether the Modell Law applies and

25 whether it is constitutionally permissible for

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1 it to be applied to the Browns. That's the

2 essential issue -­

3 THE COURT: You mean copycat in

4 terms of federal and state being the same?

5 MR. WILSON: I'm calling it a

6 copycat case -- and I'm happy to stop calling

7 it that. I don't mean to deride this case and

8 certainly not this Court. It's a copycat case

9 because it's an unnecessary lawsuit. All of

10 the issues that the City needs to have

11 resolved with respect to the future of the

12 Browns and Huntington Bank Field will be

13 decided in the federal action.

14 The federal action is at its core a

15 declaratory judgment suit. We are seeking a

16 judicial declaration from Judge Ruiz that the

17 Browns have the right to move to Brook Park

18 after the lease expires. That's true because

19 of the federal constitution, which would

20 prevent the Modell Law from being applied in

21 the way the City is trying to apply it. And

22 it's also true just as a matter of state law

23 itself. It's true as a matter of how the

24 Modell Law should be interpreted consistent

25 with its text, history, and purpose. That's

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1 what the federal case is designed to achieve,

2 and we brought that lawsuit as soon as we knew

3 there was a threat to enforce the Modell Law,

4 because the Browns need prompt clarity. The

5 Browns need to know that they are going to be

6 able to move to Brook Park, because there's a

7 lot of work going on to try to prepare the

8 site for football in a few years from now.

9 And as you would expect, building a state-of-

10 the-art domed stadium takes time. So we need

11 clarity from the federal court promptly, so

12 that the Browns know and don't have a dilemma

13 where they are forced to choose between

14 building their stadium and risking a court

15 someday telling them they can't move there, or

16 not building a stadium based on the threat

17 from the City to enforce the Modell Law at the

18 end of the lease.

19 So that's why we sued in federal

20 court. That's why we're pursuing prompt

21 relief in federal court. And the City can

22 litigate all of its issues there, and those

23 issues will be litigated in the federal

24 action. That case is moving forward

25 notwithstanding the City's earlier arguments

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1 that the federal court somehow doesn't have

2 jurisdiction to consider federal

3 constitutional claims.

4 Now, this problem has come up before

5 and so, not surprisingly, Ohio law has

6 addressed ways in which courts in this Court's

7 position can avoid the collision course that I

8 first talked about. Ohio courts have

9 frequently granted stays pending resolution of

10 closely related federal court proceedings.

11 The Barnett case, cited in our papers, is one

12 example. In that case the Court gave priority

13 of jurisdiction to an earlier filed federal

14 case that involves identical claims under a

15 federal statute. The Court explained that

16 stay was appropriate to eliminate dangerous

17 conflicts of jurisdiction and an unseemly race

18 to judgment.

19 THE COURT: What was that case

20 again?

21 MR. WILSON: Barnett . I believe

22 Barnet t, Your Honor. Let me remind myself,

23 because I don't want to misspeak. Yes. That

24 was a case involving a claim under a federal

25 railroad statute and whether employers had

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1 violated employees' rights under that statute.

2 It involves similarly weighty constitutional

3 issues, as I recall, but they're federal

4 issues, so they should be decided in federal

5 court.

6 Zellner is another example. Zellner

7 was a desegregation case in which there were

8 competing proceedings in federal and state

9 court. And the Ohio Supreme Court held in

10 that case that it first filed federal action

11 to determine whether a decision by the Board

12 of Education of this state violated

13 petitioner's constitutional rights to proceed

14 in lieu of a state board mandamus proceeding.

15 In that outcome, the Court said the outcome of

16 staying the state proceeding was controlled by

17 consideration of orderly procedure as well as

18 the federal court's greater familiarity and

19 expertise with the subject matter.

20 Now, obviously this isn't a

21 desegregation case, but we don't think that

22 that's a sufficient basis to distinguish

23 Zellner, because it is a constitutional case.

24 There are very significant constitutional

25 claims here. There's a contracts clause

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1 claim, there's a due process claim, and

2 there's a commerce clause claim. And the

3 reasoning of that case that the federal court

4 is ultimately better equipped to deal with

5 those kinds of federal constitutional

6 arguments applies with full force here.

7 The Browns are seeking to vindicate

8 important federal constitutional rights, and

9 the vehicle they're using to do that is one

10 that has been endorsed over and over again by

11 the U.S. Supreme Court. Now, that vehicle is

12 something that's known as a pre-enforcement

13 declaratory judgment action, and I'll talk

14 more about that in a second.

15 The Browns are entitled to have their

16 constitutional arguments decided by a federal

17 court. In fact, the Browns not only have the

18 right to present their constitutional

19 arguments to the federal court, but that was

20 the most appropriate forum for them to do so.

21 As the U.S. Supreme Court held in the Steffel

22 case, federal courts are the primary and

23 powerful reliances for vindicating every right

24 given by the constitution, the laws, and

25 treaties of the United States.

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1 Now, as I said before, the City did

2 question at one time in their papers in this

3 case whether the federal court had

4 jurisdiction over the Browns' claim. The City

5 submitted no argument to the Court on that

6 issue. It didn't cite a case. They just said

7 that there was no jurisdiction in the federal

8 court. Now, that argument was wrong, it was

9 always wrong, and the City has now abandoned

10 it entirely.

11 When the City filed its most recent

12 round of motion to dismiss papers in the

13 federal court on June 9th, the City dropped

14 its jurisdictional challenge. That's a huge

15 concession, although it's one the City had to

16 make. It's an acknowledgement that the Browns

17 federal constitutional claims are properly

18 presented to Judge Ruiz for adjudication.

19 As I alluded to a moment ago, the

20 Browns' federal court action is a

21 pre-enforcement challenge. Pre-enforcement

22 challenges allow parties who are threatened

23 with the unconstitutional enforcement of state

24 law to seek relief from the federal court

25 before taking the allegedly unlawful action.

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1 There are a number of Supreme Court

2 cases I could cite to this Court on this

3 proposition, but I've chosen two: The Wooley

4 case from 1977, which said that when a genuine

5 threat of prosecution exists, a litigant "is

6 entitled to resort to a federal forum to seek

7 redress for an alleged deprivation of federal

8 rights. "

9 And then the MedImmune case, which is

10 a patent case, "where a threatened action by

11 government is concerned, we do not require a

12 plaintiff to expose himself to liability

13 before bringing suit to challenge the basis

14 for the threat; for example, the

15 constitutionality of a law threatened to be

16 enforced." And that's exactly what the Browns

17 have done here. They believe that the City's

18 threat to enforce the Modell Law at the

19 conclusion of the lease is unconstitutional.

20 They needed clarity on that question and they

21 brought prompt action in the federal court to

22 seek clarification of their legal rights, just

23 as the Supreme Court has told them they

24 should.

25 Now, this right to pursue a federal

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1 remedy as a pre-enforcement context is deeply

2 embedded in the law. And as I said, the

3 City's threat to enforce the Modell Law shows

4 why this right is so important. As the Browns

5 allege in their federal complaint, "Absent

6 prompt relief, the uncertainty created by the

7 City's attempt to enforce the Modell Law

8 against the Browns will unlawfully impair

9 their ability to exercise their contractual

10 and legal rights to call a new stadium home in

11 2029."

12 Without the federal action, the

13 Browns would be forced to decide whether to

14 risk the possibility that billions of dollars,

15 private and public investment in the Brook

16 Park project, could be wasted or abandon the

17 stadium project entirely and bow to the City's

18 threat. The law does not require the Browns

19 to make that very difficult choice.

20 By filing the State court action and

21 then opposing the Browns' motion to dismiss or

22 stay it, the City is trying to deprive the

23 Browns of their right to have the federal

24 court resolve their federal claims. This

25 outcome is contrary to settled law.

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1 As the U.S. Supreme Court held in the

2 England case, "There are fundamental

3 objections to any conclusion that a litigant

4 who has properly invoked the jurisdiction of a

5 Federal District Court to consider federal

6 constitutional claims can be compelled,

7 without its consent and through no fault of

8 his own, to accept instead a state court's

9 determination of those claims. " That's

10 exactly that City is attempting to do here,

11 force the Browns to bring their constitutional

12 challenges in this court.

13 Now, the City argues that the Browns

14 could simply reserve their federal

15 constitutional arguments, present only state

16 law arguments to this court and then ask Judge

17 Ruiz at some point in the future to resolve

18 their federal constitutional claims. That

19 would for one thing be very, very inefficient,

20 because we'd have two full-track legal

21 proceedings going back to back in

22 circumstances where, as I said, the Browns

23 really do need urgent relief and speedy

24 resolution of this dispute.

25 But there's a bigger problem, which

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1 is that what the City is saying doesn't work

2 as a matter of res judicata. Contrary to what

3 the City tried to tell this Court in its

4 papers, the Browns can't reserve their

5 constitutional arguments and leave them out of

6 this case.

7 The City is alleging that the Browns

8 have already violated the Modell Law. The

9 City is alleging that they are already

10 entitled to injunctive relief, including

11 relief that would order the Browns to sell the

12 team, and damages. We don't think their

13 interpretation of the Modell Law is correct.

14 We think those claims are unripe.

15 But let's accept for the sake of

16 discussion that the City is ripe, that there

17 is a current violation of the Modell Law. If

18 the City prevails on that claim and gets a

19 judgment in its favor, that will very likely

20 be res judicata as to the federal action. The

21 Browns would be then precluded from making any

22 further argument to try to avoid liability in

23 the law. They would be stuck with the

24 judgment of this court and their federal

25 constitutional claims would have gone by the

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1 wayside.

2 So unless the court grants this

3 motion, the Browns will have no choice. They

4 will be forced to bring their constitutional

5 claims and arguments and defenses in this

6 proceeding as well. That's not how it's

7 supposed to work, Your Honor. Again, the

8 England case, "The right of a party to choose

9 a federal court where there is a choice cannot

10 properly be denied." We think that's the

11 principle that guides the resolution of this

12 motion at its most fundamental level.

13 Now, on the other hand, staying this

14 case and allowing the state law issues to be

15 decided in the federal action, if they need to

16 be reached at all, prejudices no one's rights,

17 because there is no question that Judge Ruiz

18 has jurisdiction over state law claims as well

19 under the district court's supplemental

20 jurisdiction. In fact, the state law issue

21 was already presented for adjudication in the

22 federal action. The Browns raised it in their

23 complaint as an alternative ground for

24 resisting the Modell Law's application. And

25 Judge Ruiz is perfectly capable of addressing

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1 that issue should he decide that he needs to

2 reach it.

3 Now, the City says that this court

4 needs to adjudicate the Modell Law issue

5 because it's a state law issue, and it of

6 course is that, but this isn't the kind of

7 state law that this court or really any other

8 in the State of Ohio has any experience

9 interpreting or applying. As Ms. Reddy

10 pointed out, it's only been invoked once in

11 completely different circumstances by a

12 different court in Franklin County, and that

13 case resolved before it really got off the

14 ground. The only written decision that's

15 available on the Modell Law is the motion to

16 dismiss decision several years ago in another

17 county. So neither the State nor the federal

18 court -­

19 THE COURT: But the case was -- the

20 motion to dismiss was denied.

21 MR. WILSON: The motion to dismiss

22 was denied. Very different circumstances

23 there.

24 THE COURT: What was the

25 difference?

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1 MR. WILSON: Well, for one thing,

2 factually, the team there was breaking its

3 lease and was trying to leave before the lease

4 was over, which is a fundamental difference,

5 much more like the Art Modell circumstances.

6 And that's from the perspective of the

7 contract's clause claim, which is our first of

8 three arguments. That wasn't presented in

9 that case because there the Modell Law existed

10 when the owner of the team signed the lease.

11 So the owner signed the lease with knowledge

12 that the Modell Law here, the lease was signed

13 before the Modell Law went into effect, and

14 essentially the City is trying to graft a new

15 term onto the lease, a material term, after

16 the NFL on behalf of the new owner of the

17 Browns signed the lease.

18 THE COURT: Is that the reason that

19 they had denied the motion to dismiss?

20 MR. WILSON: Well, the argument

21 wasn't even presented, as I recall, Your

22 Honor. The factual predicate for the

23 contract's clause claim was not presented

24 there. And I will also say a motion to

25 dismiss is obviously a very favorable pleading

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1 standard for the City -- well, or the -- I

2 think it was the State in that case, Your

3 Honor. But for the municipality, for the

4 government entity, it's a very favorable

5 pleading standard, and I don't think the judge

6 in that case at all reached the ultimate

7 merits of the case.

8 But in any case, yes, there is one

9 decision from Franklin County, and Your Honor

10 can read it and try to apply it for whatever

11 persuasive value it has. The same is true of

12 Judge Ruiz. It's not as though you

13 personally, or frankly any court here in

14 Cuyahoga County, has ever considered those

15 issues. There is no binding authority from

16 the intermediate appellate court or the Ohio

17 Supreme Court. We're essentially writing on a

18 blank slate, although admittedly there is the

19 one.

20 Now, as I said, we're skeptical that

21 Judge Ruiz will need any help addressing state

22 law issues in the case, but if he were to

23 decide that some interpretive guidance would

24 be helpful to him, there's a ready-made

25 procedure for that to happen. Federal courts

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1 can certify questions of state law to the Ohio

2 Supreme Court for a definitive answer. This

3 procedure is established by Rule 9.01 of the

4 Supreme Court's Rules of Practice. It's been

5 repeatedly endorsed by the Ohio Supreme Court

6 in cases like Scott v. Bank One Trust. And

7 it's, as I said, an available option to Judge

8 Ruiz if he wants help with any specific issues

9 under the state law interpretation of the

10 Modell Law.

11 So by granting a stay, this Court

12 would ensure that the Browns' federal

13 constitutional claims are decided where they

14 should be, in the federal court, but also

15 leaving open the possibility that this state's

16 highest court could issue definitive guidance

17 on the meaning of the Modell Law, which is

18 ultimately what is needed to ensure clarity

19 going forward for teams that find themselves

20 in the Browns' position.

21 Now, I'll just briefly address a

22 point that I touched on earlier, and I think

23 Your Honor asked about this. The City has

24 argued that a resolution of the federal case

25 will not resolve the dispute. That's just not

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1 correct, Your Honor. In the federal action,

2 as I said, the Browns are seeking a

3 declaratory judgment that the City cannot

4 enforce the Modell Law against them. The

5 judgment on that claim will most likely bind

6 the City and the Browns under res judicata

7 principles. That is indeed the whole point of

8 declaratory judgments, as the Court of course

9 knows, "to establish a binding adjudication

10 that enables the parties to enjoy the benefits

11 of reliance and repose secured by res

12 judicata." That's from the Haaland case in

13 the U.S. Supreme Court just two years ago.

14 Let me turn briefly, Your Honor, if I

15 could, to the motion to dismiss arguments,

16 although I've already previewed several of

17 them in my remarks, unless Your Honor has any

18 further questions.

19 THE COURT: No, you can proceed.

20 MR. WILSON: Thank you. As we said

21 in our papers, if the Court does not stay this

22 case in favor of the federal case, it should

23 dismiss the case entirely. The grounds for

24 dismissal are straightforward. First, Counts

25 I and II of the complaint are not ripe. Both

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1 claims are premised on an alleged current

2 violation of the Modell Law in circumstances

3 where it is not possible for the Browns to

4 violate the Modell Law for at least several

5 years, if and when the Browns leave Huntington

6 Bank Field and start playing their games

7 somewhere else.

8 As to Count III, the declaratory

9 judgment claim, it should be dismissed,

10 because the City does not plead an essential

11 element of declaratory judgment claims under

12 Ohio law, and that is a need for speedy relief

13 to prevent hardship on the parties seeking

14 declaratory relief.

15 I'll start briefly with Counts I and

16 II. These are the claims, as I said earlier,

17 Your Honor, that are dependent on an

18 allegation that the Browns are currently in

19 violation of the Modell Law. Count I is

20 explicitly a claim for breach of the -­

21 violation of the Modell Law. And Count II is

22 the anticipatory breach of the lease claim.

23 As the Ohio Supreme Court explained

24 in the Quinn case, "To be justiciable, the

25 claim must be ripe for review, and a claim is

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1 not ripe 'if it rests on contingent events

2 that may never occur at all.'"

3 Counts I and II of the City's

4 complaint, Your Honor, are not ripe under this

5 standard because they are contingent on a

6 future event. And that future event is the

7 Browns ceasing to play home games at

8 Huntington Bank Field by the lakefront, just

9 out back, and beginning to play most of their

10 home games elsewhere. That's the triggering

11 event for a violation of the statute. We know

12 that because that's what the statute says.

13 Now, we don't think the Modell Law

14 applies here for a whole bunch of reasons, but

15 as Mr. Savitt said, those merits issues are

16 for another day and we think for a different

17 forum. But in any event, they're not for

18 today.

19 What matters for today's purposes is

20 this: Even when the Modell Law applies, it

21 merely forbids an owner of a professional

22 sports team that uses a tax-supported facility

23 to cease playing most of its home games at the

24 facility and begin playing most of its home

25 games elsewhere. That prohibition is found in

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1 the first paragraph of the Modell Law, which

2 is found on the screen at the moment, and it's

3 the only prohibition that the law contains.

4 The Modell Law does not prohibit thinking

5 about moving. It doesn't prohibit pretending

6 to move. It doesn't prohibit preparing to

7 move. Unless and until the team moves, it

8 can't violate the Modell Law. That's what the

9 text says.

10 Now, the rest of the statute creates

11 exceptions or safe harbors that permit the

12 team to play elsewhere when certain conditions

13 are met. Those conditions are described in

14 subsections A and B of the Modell Law, and

15 this is the only plausible interpretation of

16 the Modell Law's text and structure.

17 The City, I think very nicely, summed

18 up the issue in its brief at page 3. The law

19 tells owners of Ohio sports teams they cannot

20 move unless they follow certain conditions.

21 Exactly, can't move unless they follow the

22 conditions. The Browns have not violated the

23 Modell Law's prohibition. There is no pleaded

24 allegation that the Modell -- excuse me -- and

25 there's no well-pleaded allegation that the

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1 Browns will violate the Modell Law's

2 prohibition for at least several years into

3 the future. There's no allegation that the

4 Browns cease playing at Huntington Bank Field.

5 And there's certainly no allegation that

6 they've started playing their games elsewhere.

7 The City instead alleges that the

8 Browns have manifested their intentions to

9 stop playing at the current stadium at some

10 point down the road. That's not a violation

11 of the statute, as its text makes clear.

12 That's also not how statutes work. I can't

13 think of a single example of a statute in this

14 state or any other jurisdiction that prohibits

15 the formation of an intention to do something.

16 Now, it may be that the Browns are

17 taking a risk by intending or planning to move

18 to Brook Park, but that's precisely why the

19 Browns are seeking declaratory relief in the

20 federal court, to clarify that question now

21 that the City has threatened to invoke this

22 law against them at some point in the future.

23 In all events, though, the Browns'

24 present intention to move to Brook Park

25 remains subject to numerous contingencies, one

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1 of which is the impending June 30th deadline

2 for the finalization of the state budget,

3 which it's hopeful includes a substantial

4 amount of public financing for the new

5 stadium. And there are a number of other

6 contingencies that will be need to be

7 addressed in the future before the Browns

8 actually move to Brook Park. But the key

9 event, Your Honor -- or the key point, Your

10 Honor, is that the Browns are not moving.

11 They're not alleged to be moving for several

12 years. Therefore, there can be no current

13 violation of the Modell Law.

14 Now, we heard from counsel's remarks

15 this morning a harder form version, I would

16 say, of this argument, Your Honor, that was

17 alluded to in their briefs. But the City

18 tries to salvage its current violation theory

19 by pointing to Count II of their complaint,

20 the anticipatory breach claim and the general

21 compliance with laws provision in that lease,

22 which is, I'm sure the Court will agree, a

23 fairly common provision in lease agreements.

24 That attempt fails, Your Honor, as I

25 briefly summarized earlier. The Browns have

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1 made it clear that they intend to remain at

2 the current stadium through the end of the

3 30-year lease term and to comply with all of

4 the lease's provisions in the meantime. The

5 City does not plead a single fact to suggest

6 otherwise. Ultimately, the flaw with this

7 anticipatory breach argument is the same flaw

8 that dooms Count I of the complaint.

9 All else aside, even if this

10 provision means what the City says it means,

11 the Browns can't violate the Modell Law until

12 they move to a new stadium, and that won't

13 happen until the lease expires. By that time,

14 as you can see from the highlighted text, this

15 provision that they are invoking will no

16 longer apply to the Browns, because it

17 terminates when the lease terminates at the

18 end of the 2028 season.

19 I will very briefly conclude, Your

20 Honor, by addressing Count III, the City's

21 parallel, or maybe a better phrase would be

22 mirror image declaratory judgment claim. On

23 the surface, this claim does look like a

24 carbon copy of the Browns' declaratory

25 judgment claim, but the parties are in very

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1 different positions, and that matters under

2 the law.

3 As the Court of Appeals held in the T

4 & M Machines case, an essential element for

5 declaratory relief is that "speedy relief be

6 necessary to preserve the rights of the

7 parties. " The Court went on to explain that

8 unless a delayed review would cause hardship,

9 an issue is not ripe for declaratory judgment.

10 The City pleads no facts establishing

11 that it needs speedy relief to prevent

12 hardship on itself. In its brief, the City

13 cited an allegation that a Brook Park stadium

14 would draw events-related investment and tax

15 revenue away from Cleveland. That danger is

16 contingent on future events that will not

17 occur until 2029, if they occur at all. The

18 City's complaint is very clear on this point

19 and this timing.

20 The complaint alleges in paragraph 42

21 that the City will lose economic output every

22 year should the Browns abandon their stadium.

23 The Browns, by contrast, face a massive

24 dilemma right now. The Browns want to proceed

25 with the Brook Park opportunity, they want to

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1 invest additional time and capital into that

2 project, but the City's threat to invoke the

3 Modell Law against them is complicating those

4 efforts and putting that investment at risk.

5 That is why the Browns need relief from the

6 federal court. The City is perfectly well

7 situated as things stand. The uncertainty

8 benefits the City.

9 The Ohio Supreme Court explained in

10 the Burger Brewing case -- and this pertains

11 to the Browns, not the City -- "It was to lift

12 people from the horns of such a dilemma if the

13 Declaratory Judgment Act was enacted. " If the

14 Browns case cries out for speedy relief, the

15 City's does not. Count III should likewise be

16 dismissed.

17 Your Honor, unless you have any

18 further questions, I'd be happy to cede the

19 podium to Mr. Herdman and preserve the balance

20 of our time for rebuttal.

21 THE COURT: Thank you.

22 MR. WILSON: Thank you, Your Honor.

23 MR. HERDMAN: Judge, would you mind

24 if I took a break?

25 THE COURT: Sure.

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1 MR. HERDMAN: Thank you. I just need

2 about five minutes. Thank you.

3 -------

4 (Recess had.)

5 ----

6 MR. HERDMAN: Good morning again.

7 THE COURT: Good morning.

8 MR. HERDMAN: I appreciate again the

9 opportunity to address the Court. I'll kind

10 of pick up where I left off at the beginning

11 of the morning, Your Honor, and just point

12 out, I think what you've heard is what I think

13 is a fairly transparent effort by the Browns

14 to deprive the City of an opportunity to have

15 its claims heard here.

16 The City is the natural plaintiff in

17 this case. The City is the party that is

18 aggrieved by the violation of the Modell Law.

19 The City is the party, the landlord, that is

20 aggrieved by breach of the lease. The City is

21 the party that is the natural party seeking

22 relief, declaratory relief.

23 And the Browns, by rushing into

24 federal court in October of last year, sought

25 to deprive the City of seeking relief on those

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1 claims in its natural setting here on state

2 law claims in state court. That's what you

3 heard this morning, all of that effort to

4 explain why they're in federal court and

5 explain why this is not the appropriate

6 setting for state law claims. That's all in

7 effort to keep this case away from Judge

8 Lauren C. Moore.

9 And I would just say, you know, it's

10 clear to us that these state law claims belong

11 here, but taking our word for it, I realize

12 that only gets us so far in an argument like

13 this. How about what the State of Ohio has to

14 say about it, though? Because what you heard

15 this morning was what the Browns' position is

16 on this. But they didn't mention what the

17 State of Ohio has had to say in that exact

18 same federal litigation, because the State of

19 Ohio is an intervener in that case, Judge.

20 The attorney general for the State of

21 Ohio, Dave Yost, has filed over and over and

22 over again in that federal court case in

23 support of the City's position that the Browns

24 case has no business being in federal court.

25 And just to take one quote out of one filing,

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1 this is from a filing by the attorney general

2 of the State of Ohio, David Yost. "Abstention

3 and constitutional avoidance principles

4 dictate that the threshold state law questions

5 that the Browns present be answered first by

6 an Ohio court. " That is just one quote, that

7 is from their motion to dismiss the Browns'

8 second amended complaint at page 2. There are

9 many, many, many more from which I could have

10 chosen. I selected one, and only one. But

11 that is the position of the State of Ohio as

12 to which court should be hearing these claims.

13 The move to stay should be denied.

14 That is apparent and obvious. First of all,

15 this is a purely discretionary decision for

16 this court. There's nothing mandatory about

17 this. The state would only be proper if the

18 federal court properly had jurisdiction and if

19 that federal court possessed a greater

20 familiarity and expertise with the action's

21 core issues, and if that federal court could

22 provide a more complete disposition of the

23 issues. None of that holds true here.

24 Now, on the jurisdictional issue, I

25 don't know what papers the Browns have been

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1 reading in federal court. We have not

2 abandoned our challenge of the jurisdictional

3 issue in federal court. We have filed a

4 motion for reconsideration on Judge Ruiz's

5 grant of their motion for leave to amend their

6 first amended complaint stating that the court

7 did not have jurisdiction to grant that

8 motion. It is a jurisdictional issue.

9 I would also point out that the

10 reason that they have filed their most recent

11 complaint on Memorial Day, weeks ago, is

12 because their second complaint, that is, their

13 first amended complaint, I think they would

14 admit, they would have to admit, did not have

15 federal jurisdiction. They had to file and

16 seek leave to file an amended complaint,

17 because their second complaint that they

18 filed -- again, they filed three complaints.

19 So this idea that we've delayed that case is

20 preposterous.

21 They filed their first complaint in

22 October, which was apparently such a rush job

23 that they had to file an amended complaint

24 weeks later. Then we filed -- we fully

25 briefed the motion to dismiss on that first

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1 amended complaint, which prompted them to seek

2 a motion for leave to amend that complaint

3 because it was so lacking in federal

4 jurisdiction that the only way that this case

5 could survive in federal court was for them to

6 file this complaint that they just got

7 permission to file on Memorial Day. So this

8 idea that we have delayed that case is

9 absolutely off base.

10 And, you know, this idea that it is

11 some neat and tightly packaged bundle that's

12 teed up for Judge Ruiz to decide right away is

13 just not true. This case has proceeded. This

14 is the second time we've appeared before Your

15 Honor. It's true that we are in the process

16 of scheduling a date to appear in front of

17 Judge Ruiz for a case management conference to

18 set a discovery schedule. Well, we're already

19 in discovery in front of Your Honor. We've

20 already served two sets of discovery on the

21 Browns. We're not happy with the responses

22 that we've gotten back on the second set of

23 discovery, we'll deal with that. We're

24 dealing with the Browns on their responses.

25 But we're in discovery on this case, we're not

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1 in discovery on the other case. And we still

2 have yet to fully brief the motion to dismiss

3 on their newer complaint.

4 So, look, I'm not the Browns,

5 obviously, we're the City, but this idea that

6 they're going to get some quick resolution in

7 the federal case, you know, I think this case

8 is moving along at a nice pace here in state

9 court. And if you wanted certainty on the

10 issues that they claim are so important in

11 being able to get their Brook Park development

12 built, this one seems to be moving at a more

13 brisk pace and more certain a result than some

14 sort of relief to both parties.

15 So they seem to think that they're

16 going to get it in federal court faster. They

17 might, I don't know, I can't predict that.

18 But all I'm saying is based on what has

19 happened in this court in this case so far, it

20 seems to be moving in the right direction and

21 moving along. And like I said, we're already

22 in discovery in this case and we've talked

23 about a discovery schedule with Your Honor.

24 So in terms of the standard, the

25 jurisdictional one, I would just say that is

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1 to be decided even as a threshold matter in

2 federal court. I don't think that it's as

3 clear and settled as the Browns paint it. On

4 which court possesses greater familiarity with

5 the action's core issues, I don't think that's

6 even a close call.

7 The Browns referenced the pre-court

8 case that the other state bore action that

9 dealt with the Modell Law. You know, Judge, I

10 mean, there's a reason why there's only been

11 one other case that has dealt with the Model

12 Law. Every other professional sports team in

13 Ohio has wanted to comply with the law. We've

14 only had two teams that have tried to violate

15 it in the entire history of the law in 30

16 years, the Columbus Crew and now the Browns.

17 So it's not a surprise that you've only got

18 one other precedential case out there. Why

19 should we be surprised that there's only one

20 other case out there on a motion to dismiss?

21 And it was an Ohio state court that

22 interpreted to Modell Law in that case. Not a

23 federal court, an Ohio state court.

24 And when the Browns speak of

25 interpreting the Modell Law or whether their

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1 theory of the Modell law is triggered, and

2 I'll get to that in a moment. When it's

3 triggered, they are talking about an Ohio law

4 passed by an Ohio legislature, signed by an

5 Ohio governor, and previously interpreted by

6 only one court, which is an Ohio court. Why

7 would we not have that interpreted by an Ohio

8 court, by an Ohio judge, Judge Lauren Moore?

9 Just to pick up a thread I mentioned

10 earlier, we made the same abstention argument

11 in federal court, and that's exactly what the

12 attorney general said and agreed with us on,

13 that quote that I read earlier. And it makes

14 sense, because those state law questions will

15 come before any federal law questions. If

16 this Court determined that the Modell Law did

17 not apply to the Browns and their proposed

18 move to Brook Park, if you agree with their

19 interpretation of the merits in the Modell

20 Law, those federal questions would not even be

21 reached. It would just be a state law

22 interpretation. There would be no need to

23 discuss the federal law.

24 On the second part of the standard,

25 again, this court can completely dispose of

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1 this, of the case. The federal court cannot.

2 As I just said, if this court determines the

3 Modell Law does not apply to the Browns, the

4 case is over. There would be no federal

5 questions to address.

6 If the federal court determined that

7 the law was constitutional, the case is not

8 over. We'd have to come back into state

9 court, we'd have to come back before a state

10 court judge, and then we would have to enforce

11 the Modell Law. It wouldn't be over. There's

12 no way that the federal court can entirely

13 dispose of the case. You can.

14 And more importantly, there are

15 claims, as we've already talked about, there

16 are claims in this case which will not be

17 touched by that federal case at all. I'll get

18 to that right now. We have pled a standard

19 breach of contract claim. It's predicated on

20 the stadium lease, and that lease has

21 provisions in it that we allege are in breach

22 and have nothing to do with the Modell Law.

23 Just as an example, paragraphs 89 to

24 93 of the complaint refer to section 9(b) of

25 the lease. Section 9 of the lease was

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1 referenced in that PowerPoint as well. The

2 Lease is Exhibit A to the agreement. Section

3 9(b)(ii) of the lease requires the lessee -­

4 and I'm going to quote here, Judge, I

5 apologize, but this is also referenced in the

6 complaint.

7 Section 9(b) of the Lease requires

8 the lessee to, quote, (i) "hold, maintain and

9 defend its rights to play professional

10 football in the city of Cleveland, Ohio..."

11 So that provision is up in the air right now.

12 Section 9(b)(ii): (ii) "to not

13 negotiate with any person or do or suffer to

14 be done anything which will cause such rights

15 to be lost or impaired or diminished in any

16 respect, or transferred, relocated or

17 otherwise moved."

18 Section (iii) of 9(b)(2): "not sell

19 the Franchise to another person or entity

20 which has the then present intent to relocate,

21 transfer or otherwise move the Franchise to

22 any other city or location. "

23 Section (iv) of 9(b)(2): "not modify

24 the Franchise to permit the Browns to play

25 regular season home games or post-season home

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1 games (other than as required by the Rules of

2 the NFL) in any other such city or location. "

3 We did not quote the entirety of

4 section 9(b)(2) in the complaint. That's

5 quoted in various paragraphs, 89 to 93. But

6 that gives you an idea of the fact that it's

7 not wholly reliant on paragraphs relating to

8 the Browns' compliance with Ohio law. There

9 are other provisions in the lease the Browns

10 are violating currently and they all relate to

11 where the Browns are playing professional

12 football.

13 THE COURT: It specifically says

14 "any other city"?

15 MR. HERDMAN: Yes. It says "not sell

16 the Franchise to another person or entity

17 which has the then present intent to relocate,

18 transfer or otherwise move the Franchise to

19 any other city or location. " That's section

20 (iii).

21 Section (i), which is quoted in our

22 complaint, requires the lessee to "hold,

23 maintain and defend its rights to play

24 professional football in the City of Cleveland

25 Ohio." Not Brook Park. City of Cleveland,

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1 Ohio.

2 Now, if they're going to say that we

3 didn't, you know, specifically allege that

4 they breached that particular provision, well,

5 apparently, you know, liberal pleading or

6 liberal amendment of a complaint is all the

7 rage, so what's good for the goose is good for

8 the gander, if that's the argument they're

9 going to raise in five minutes when they get

10 back up here. I'm just previewing that that

11 might be something you hear. We would

12 anticipate that's something that they're going

13 to say.

14 But we have alleged that particular

15 provision in our breach claim, Judge, and

16 whether or not we'd have to amend it, I save

17 that for another day. But I am pointing out

18 to the Court that we have alleged specific

19 provisions in the lease with the Browns that

20 we claim are in breach now, and these are not

21 subject to what's going on in federal court.

22 They have nothing to do with the Modell Law

23 and whether or not the Browns have violated

24 the Modell Law. These are standard lease

25 provisions that are in breach.

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1 And that I think undermines this

2 whole idea that this is a copycat lawsuit. I

3 know you focused on that, too. It's not.

4 It's not a copycat lawsuit. It's not

5 identical. It's not nearly identical. It's a

6 different lawsuit grounded in different

7 claims, grounded in a different set of

8 disputes; namely, let's just call it what it

9 is, like I said before, it's a landlord­

10 tenant dispute. And there is a Modell Law

11 component to it, of course, we have a statute

12 that we want to enforce. But all of that

13 together is before the Court, and

14 appropriately so. And all of that weighs

15 against there being a stay here for the

16 reasons I just outlined with respect to the

17 standard.

18 So the entirety of this case belongs

19 right here with this Court, and the Court can

20 apply law to the entirety of the case and

21 address -- apply Ohio law to the entirety of

22 the case and address all the issues in this

23 case.

24 I also just want to pause for a

25 moment, because I think that this is

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1 important, particularly with respect to what I

2 just read with respect to 9(b) in the lease.

3 Since we last appeared before this Court, I

4 think it was back in April, I think it's

5 important to address what has happened in the

6 ensuing weeks. And, again, I'm not even sure

7 I would have addressed this but for counsel

8 going through chapter and verse about all of

9 the funding that is out there, all of the

10 contingencies that have to happen, everything

11 that's on the table with respect to funding in

12 the state legislature.

13 In the past several weeks, the

14 general assembly has considered various

15 budgeting proposals with respect to the Brook

16 Park stadium for the Browns. They appear to

17 be on the precipice of deciding some of those

18 funding issues. And they, depending on what

19 the structure of those funding decisions is,

20 there is a funding decision that could be made

21 within days that would direct hundreds of

22 millions of dollars in Ohio taxpayer money to

23 the Browns for the purpose of building a domed

24 stadium in Brook Park, Ohio. And depending on

25 how that funding is structured, whether it's

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1 offered directly to the Browns through the

2 Brook Park project, that could affect city

3 decisions on whether to seek equitable relief,

4 and this proceeding is the most natural and

5 immediate venue for doing so. And I raise

6 this because this matter has been pending for

7 six months, we've already started discovery,

8 it's the second time we've appeared in front

9 of you, and it's clear that we are moving this

10 case. So if certainty in litigation is so

11 important to the Browns, and I trust that it

12 is, I don't understand why they would want to

13 stay this case given all that I've just

14 addressed. This is the natural place for us

15 to be for seeking relief related to all of

16 those issues.

17 And as I started off this morning,

18 Your Honor, it's clear the Browns don't want

19 to be here. It's clear that this Ohio

20 professional football team does not want to be

21 in Ohio court having an Ohio judge decide

22 issues of Ohio law. That is particularly

23 galling given the fact they are asking the

24 Ohio legislature for 600 million dollars of

25 Ohio taxpayer dollars. They are also asking

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1 the county of Cuyahoga for almost 200 million

2 dollars in Cuyahoga County taxpayer money to

3 help fund this Brook Park dome. They are

4 asking a municipality in Cuyahoga County for

5 400 million dollars to fund this Brook Park

6 dome. That's a municipality of less than

7 20,000 people. 1.2 billion dollars they are

8 asking of Ohio taxpayers and they don't want

9 an Ohio court to decide whether or not an Ohio

10 statute or an Ohio contract applies to an Ohio

11 professional football team? That's what

12 they're saying to this Court.

13 And so we have -- I don't know the

14 answer to that question, why they don't want

15 that. I think there are plenty of other

16 important questions that we would like answers

17 to on behalf of the City. When do the Browns

18 intend to comply with the Modell Law? That's

19 an important question we would like to get

20 answered. How do they propose to comply with

21 their lease provisions? That's another

22 important question that we'd like answered.

23 Those questions are not to be answered in

24 federal court. They can only be answered here

25 and they can only be answered once we start

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1 moving forward on this case after you deny

2 their motion for a stay. And that's, again,

3 what I'm asking you to do here today.

4 With respect to the dismissal, I'll

5 just start with a single, simple premise. I

6 think they tell you everything you need to

7 know about the merits of their dismissal by

8 posing it in the alternative, but actually I

9 don't think I've ever seen that before where

10 somebody's asked for a stay and then a

11 dismissal in the alternative.

12 It's clear that they have done a sort

13 of passing, but I'll address it. Here's -­

14 let me just get to the heart of this. They

15 are saying -- when you listen to Mr. Wilson's

16 presentation on their position with respect to

17 the Modell Law, this is literally what they

18 are saying: We would not be in a position to

19 enforce the Modell Law on behalf of the City

20 of Cleveland until somebody kicked a football

21 in Brook Park, at the opening of the first

22 Browns game to be played in the Brook Park

23 dome. That is what he said. That until that

24 happens, they haven't started playing a home

25 game away from Huntington Bank Field. Now,

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1 again, I think that gets to the merits of the

2 case, but that is how preposterous this

3 position is.

4 The only thing the Court has to

5 consider right now is whether or not we've

6 pled that they're violating the Modell Law,

7 and we obviously have. He leaves off that we

8 pled that the Browns gave notice that they're

9 leaving the city of Cleveland and they're

10 going to stop playing their games at

11 Huntington Bank Field. We pled that. We pled

12 that at paragraphs 66 to 67. And we pled that

13 they haven't given an opportunity for anyone

14 else to purchase the team at paragraphs 68 to

15 69. That's the standard for a motion to

16 dismiss, did we plead a violation of that law.

17 Of course we did.

18 But that's -- if you string out what

19 he's saying, it flies in the face of

20 everything else that they presented.

21 Everything else that the -- the Browns have

22 exercised an option on 176 acres in Brook

23 Park, that they have all of these designs and

24 schematics on the Brook Park stadium. Of

25 course they're going to move to Brook Park,

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1 that's their whole plan. That's what they

2 want to do. That's why they're going down to

3 Columbus and talking to the legislature and

4 trying to secure all this funding.

5 The notice that they're moving to

6 Brook Park we've alleged in the complaint, but

7 are they really trying to tell the world that

8 they're not moving to Brook Park? Because

9 that's what Mr. Wilson said. He said, We have

10 a present intent to move to Brook Park, but

11 until we actually kick the football in our

12 first game in Brook Park, the domed stadium at

13 Brook Park, you can't enforce the Modell Law

14 against us. That is what he said. I cannot

15 believe that that's what the Ohio legislature

16 intended. I cannot believe that that's the

17 way that the law was ever intended to work.

18 And by the way, for purposes of surviving a

19 motion to dismiss, we don't need to show that.

20 We have pled the complaint the proper way by

21 showing that they gave notice that they want

22 to play somewhere else and by showing that

23 they have not given anyone else an opportunity

24 to purchase the team. So we survived the

25 motion to dismiss already. Same thing with

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1 the breach of contract given the fact that

2 they are presently violating the Modell Law.

3 Can I have just a moment, Your Honor?

4 THE COURT: Sure.

5 MR. HERDMAN: I just want to make

6 sure I addressed everything.

7 (Counsel conferring.)

8 MR. HERDMAN: Okay, thank you very

9 much.

10 THE COURT: Thank you.

11 Mr. Savitt.

12 MR. SAVITT: Thank you, Your Honor.

13 Good morning. William Savitt again.

14 A few remarks, if I might.

15 THE COURT: Sure.

16 MR. SAVITT: Shortly before closing,

17 my friend, Mr. Herdman, told you how different

18 this case and the federal case were important

19 points of distinction, they're completely

20 separate. Ten days ago he signed a brief and

21 filed it with Judge Ruiz and here's what he

22 said about the two cases: When state and

23 federal cases are parallel, as they are here,

24 and when all --

25 THE COURT: I'm sorry, I didn't

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1 hear that.

2 MR. SAVITT: When federal and state

3 cases are parallel, as they are here, this

4 case and the case that was earlier filed in

5 front of Judge Ruiz are parallel cases.

6 That's not what we've said. That's what the

7 City said. And I think it's a telling point,

8 because there's quite a lot of procedural

9 jockeying here and we'd say game plan, and it

10 leads me to a point that I want to make sure

11 to address it with Your Honor because it was

12 such an important theme in the City's

13 presentation.

14 The City opened by saying that

15 everyone on this side of the courtroom wants

16 to avoid Your Honor, that the objective is to

17 avoid this Court. The claim that I heard was

18 that the people on this side of the courtroom

19 don't trust this Court, don't trust Your

20 Honor. Your Honor, that's wrong, it's a

21 hundred percent wrong, it's unfair, and it's

22 unreasonable. We trust you. We trust this

23 Court one hundred percent. We trust the

24 federal court and Judge Ruiz one hundred

25 percent.

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1 I'll observe that the charge that the

2 first filed litigant doesn't trust the second

3 court is exactly the charge that one hears

4 every single time the second filed litigant,

5 such as the City here, says when it's later

6 called out on its procedural game plan. And

7 it's done to deflect from the law, and it's to

8 deflect from the game play, and it's designed

9 to justify what the party in that position

10 always wants, which is a procedural mess. And

11 that is what is sponsored here, Your Honor, a

12 procedural mess. Instead of having one court

13 that can address all of the issues in these

14 parallel cases, the first filed claimed in

15 front of Judge Ruiz, the City wants two.

16 We're not trying to keep anything

17 away from Your Honor. We're asking for a stay

18 because there's an earlier filed case that

19 will take care of all the issues here in front

20 of Judge Ruiz. It was first filed and it is

21 the right court for the disposition of the

22 federal constitutional issues that lurk behind

23 every aspect of this case notwithstanding the

24 City's claim, which we think is plainly

25 inaccurate, that what we're dealing with is a

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1 landlord-tenant dispute.

2 Your Honor has heard from Mr. Wilson

3 that Ohio law and federal law all point cases,

4 direct cases with constitutional issues

5 towards the federal court. That's the law and

6 that's why we filed there. You kept hearing

7 that we filed our complaint on Memorial Day.

8 Well, not really. We moved for leave late in

9 March, and the City wouldn't consent to that

10 leave to amend. It filed an elaborate motion

11 opposing it, even though it's a routine

12 motion, and that had to be briefed. And Judge

13 Ruiz was compelled to, and did, issue a

14 reasoned opinion disposing of what was plainly

15 a meritless delay tactic. And we're told that

16 we're trying to sponsor a procedural mess.

17 Please, Your Honor, we wanted to make clear

18 what's happening in the federal court.

19 After leave to amend was granted over

20 an objection subject to a four-page reasoned

21 opinion that Judge Ruiz wrote, the City moved

22 from reconsideration of an order allowing an

23 amendment to a complaint very early in the

24 lawsuit and it's an interlocutory appeal to

25 the Sixth Circuit Court of Appeals. Your

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1 Honor, we couldn't -- not only couldn't we

2 find a case that had granted such relief, we

3 couldn't even find another litigant who sought

4 such relief, because, as Your Honor knows,

5 leave to replead early in a case is freely

6 granted, and yet this has turned into a battle

7 line like Verdun in the federal court. And

8 why is that? Because what is on offer from

9 the City is every effort conceivable to avoid

10 joining issue at the federal court where the

11 constitutional issues belong and where the

12 case was first filed.

13 So with enormous respect for Your

14 Honor, we won't stand by to the subject that

15 we are trying to avoid court, because there's

16 one party that is frantically seeking to avoid

17 one judge, and that is the City trying to

18 avoid Judge Ruiz, who has this case properly;

19 who has now said he's going to entertain the

20 second, further amendment to the complaint;

21 who has devoted time and judicial resources in

22 disposing of the meritless motion practice

23 that my friends on the other side have entered

24 into, and where the case was not only first

25 filed, but where the constitutional issues

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1 belong.

2 If it ultimately should come to pass

3 that for whatever reason the federal case did

4 not dispose of this claim, the first filed

5 action didn't, we'd be delighted, Your Honor,

6 to be back in front of you. That's why we

7 asked in the first instance for a stay rather

8 than a motion to dismiss.

9 Mr. Herdman told you the various

10 things that he has and hasn't heard of. It is

11 entirely conventional to seek a stay under

12 these circumstances rather a motion to

13 dismiss, because if it should come to pass,

14 and I don't think it will in these parallel

15 actions, we're happy to be in front of Your

16 Honor. But the claims here are all in front

17 of Judge Ruiz and they should be disposed of

18 there.

19 I do want to just -- the idea that

20 these claims aren't overlapping cannot be

21 taken seriously. It's been admitted. It's

22 plain as day. Nothing in the federal case

23 will resolve absent of the disposition of the

24 constitutional claims and contract claims. I

25 do want to address what I think is a little

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1 bit of interesting maneuvering with respect to

2 this allegation that the Browns are in breach

3 of the lease and that that has been properly

4 alleged.

5 There is a pleaded claim having to do

6 with breaches, a claim for anticipatory

7 breach, and what it says is that the Browns

8 are in breach of their lease. And you've

9 heard over and over again from the City that

10 the Browns are in breach of their lease.

11 We're trying to sort that out. The Browns

12 have a lease, they have to pay rent. The

13 Browns are paying rent. The Browns have

14 upkeep obligations. They are meeting their

15 upkeep obligations. The Browns are obligated

16 to play all their home games in Huntington

17 Bank Field. They are playing all their home

18 games in Huntington Bank Field. Every

19 material of that term is being -- of that

20 lease is being entirely complied with.

21 Now, the theory of the Complaint is

22 that there's an anticipatory breach. Your

23 Honor, the reason we're told it's an

24 anticipatory breach is because the City -- the

25 team is considering whether to continue to

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1 play its home games in Brook Park after the

2 lease expires. That is true, but it's not a

3 breach, and it's plainly not a breach. And

4 the only way you can know if it's a breach is

5 to decide whether the Modell Law applies. And

6 this is why the claim of anticipatory breach

7 as pleaded, which relates, as Your Honor saw,

8 entirely to the compliance with law provision

9 of the lease, is a complete bootstrap. It is

10 simply the constitutional question

11 masquerading as a lease. You can't know

12 whether that pleaded breach of the lease is a

13 breach or not without deciding the federal

14 constitutional claim, pure and simple. You

15 can't.

16 Mr. Herdman said, well, you might

17 hear from the other side when they stand up

18 that they haven't pleaded other violations of

19 the lease, the matter set out in section 9(b).

20 He said, well, they might say there's a

21 technical pleading failure, but technical

22 pleading failures are readily resolved by an

23 amended pleading. With that, the City's

24 attitude that it was on the other side, but

25 let's leave that to the side.

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1 Mr. Herdman forgot to tell you

2 something really important about section 9(b),

3 that every single provision that he cited

4 spoke about obligations that exist only

5 throughout the term of this lease; that is to

6 say, they expressly fall away when the lease

7 expires. And every one of the purported

8 claims that we'll see in this hypothetical

9 Amended Complaint have to do with things that

10 will happen after the term of the lease

11 expires. They can plead it, but it will be as

12 meritless as the anticipatory breach.

13 You heard a little bit about the

14 pre-court decision. That was the one

15 involving the Columbus soccer team, the Crew.

16 It's really important to emphasize this point.

17 That case and this case were different in the

18 way that matters. The Modell Law was passed,

19 and everybody knows it, so that a team that

20 tried to move away from an Ohio taxpayer-

21 funded facility during the term of its lease,

22 because that's what it says, has to comply

23 with certain restrictions, and that's what

24 they did in that case. That's what Modell

25 did. Same thing. But this is completely

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1 different, because the Haslam Sports Group has

2 said over and over and over again it will

3 honor that lease, it will pay its rent through

4 expiry; it will play all of its home games

5 through its contactual obligations. It will

6 not do what Art Modell did. It will not do

7 what Art Modell did in the sense that it will

8 honor its contract and will also keep the team

9 as the Cleveland Browns right here in the

10 center of the Cleveland metropolitan area.

11 The Crew wanted to move the team to

12 Austin in the middle of the lease, completely

13 different, and that ought to be obscured.

14 Some distinctions are little and some

15 distinctions are the difference. The

16 distinction here, Your Honor is the

17 difference.

18 THE COURT: So you're saying that

19 the Modell Law can only be violated during the

20 pendency of a lease?

21 MR. SAVITT: I think, Your Honor,

22 that I wouldn't want to make quite as broad a

23 claim as that, because there might be

24 circumstances that aren't presented in this

25 case that would implicate that, and you're

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1 asking me for a general articulation of a

2 legal principle. What I wanted to emphasize,

3 Your Honor, is that the lease itself has many

4 provisions that exist only throughout this

5 term, and that provision should be respected,

6 and that the Model Law's plain words and

7 purpose are designed to ensure that a team

8 that accepts -- that plays in a taxpayer-

9 funded facility or property will respect its

10 agreement. And the agreement, of course, is

11 the lease.

12 Please, Your Honor, recognize how

13 extravagant the position is on the other side.

14 Their position is that a lease signed in 1996

15 with a 30-year term and that requires at the

16 end that the Browns peaceably surrender the

17 leasehold, and that obligates the City not a

18 bit, not a bit, to extend the lease or improve

19 the facility, keeps the Browns in that

20 facility forever. That's not the way

21 contracts work. It's not the way the law

22 works. It's one of the reasons that the

23 interpretation here is plainly going to be

24 held as unconstitutional when a federal court

25 has the opportunity to look at it, which will

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1 be soon, if what's happening in front of Judge

2 Ruiz is any guide.

3 I wanted briefly, Your Honor, to

4 address the charge from the City that the

5 Browns rushed into the federal court. Your

6 Honor, that's just really not what happened,

7 and I think Ms. Reddy laid out the facts this

8 morning. But just to make sure, the City had

9 been threatening enforcement of the Modell Law

10 for five months before the Browns. And the

11 Browns have been trying to work with the City

12 to figure things out and they kept threatening

13 this enforcement for five months. And they

14 passed an enforcement ordinance in May 2024

15 saying go ahead and sue the City. The Browns

16 didn't sue for five months until October 2024.

17 It isn't true that the Browns rushed in. The

18 Browns actually were exceedingly patient and

19 tried to avoid it. But when it became clear

20 that to have any sort of clarity about the

21 path forward it was going to require judicial

22 release, the Browns took their lawsuit to the

23 court that is best equipped to resolve federal

24 constitutional issues, which are going to be

25 key here, and that was the Northern District

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1 of Ohio.

2 As for the claim that the City is the

3 natural plaintiff, we beg to differ, Your

4 Honor. Pre-enforcement relief, as I believe

5 Mr. Wilson went over, Your Honor, in some

6 detail, is the preferred remedy for the

7 disposition of federal constitutional claims

8 where a harm to a private citizen is

9 threatened. It's the natural plaintiff in the

10 pre-enforcement -- this is United States

11 Supreme Court talking, not just some lawyer

12 yacking at you. The Supreme Court said that

13 the pre-enforcement litigation route to a

14 federal district court is the preferred route.

15 That's what the Browns did. They didn't rush

16 and they didn't forum shop. They took their

17 time, tried to work it out, and they went to

18 the right court timely.

19 And as for suffering no harm, I mean,

20 the City, being clear here, the City is

21 brandishing the Sword of Damocles. Do what

22 you think you must, do what you want, but

23 we're going to come in at the time of our

24 choosing and we will wield this sword. We

25 will harm you. We will dismember you. The

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1 person over whom that sword is being wielded

2 are the Browns. And the Browns after trying

3 to work it out said, That's not gonna do,

4 because we have important decisions to make

5 for the team, for the players, for the fans,

6 for the city, the state, the county, and they

7 took that question to the right court.

8 Now, the City could have sued, it had

9 authority from May of 2024, but decided not

10 to. It decided to try to beat up on the

11 Browns, to threaten them with the Sword of

12 Damocles, and the Browns did the right thing

13 finally seeking a remedy, and now they are

14 charged with avoiding Your Honor. Your Honor,

15 the opposite is true. The opposite is true.

16 Finally, I wanted to say a word about

17 abstention. The City does not address a

18 matter that I think was quite clearly

19 articulated in our papers that federal law now

20 disfavors abstention and it advocates

21 certification to a state Supreme Court as the

22 proper remedy when the federal court believes

23 that guidance would be necessary.

24 Abstention doesn't work in this case

25 because you can't just reserve your federal

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1 issues. And from a procedural perspective, we

2 suggest that our friends seemed to be

3 proposing something that is as unwieldy a

4 contraption as one can imagine where the state

5 law claims would be addressed in front of Your

6 Honor. And if I understood Mr. Herdman right,

7 he was saying, well, we'll come to this court,

8 we'll look at those claims, and if we lose -­

9 if they lose, the case is over; and if they

10 win, then we can go to Judge Ruiz later,

11 figure out whether the Constitution applies.

12 A few things on that. First of all, that is

13 exactly why supplemental federal jurisdiction

14 exists. Second of all, it's completely

15 contrary to every principle in judicial

16 economy that one could imagine. Two judges,

17 two courts, two proceedings, as opposed to one

18 judge, one proceeding, one court. No excuse

19 for it. None proffered.

20 As to the point that the federal

21 court cannot grant complete relief, completely

22 wrong. And it's not only inconsistent with

23 what is being suggested by the other side to

24 the federal court, it's inconsistent with

25 everything that one knows about supplemental

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1 jurisdiction. Indeed, these claimed breach of

2 lease claims are not only obviously not

3 appropriate, because they are either a

4 bootstrap on the federal claim, the one that's

5 pleaded, or completely incognizant of the

6 contract, the ones that apparently we will at

7 some point in the future see. But whatever it

8 is, they are part of the same nucleus of

9 operative facts, which make them evident and

10 appropriate candidates for disposition in a

11 plenary proceeding in front of Judge Ruiz, who

12 is the first judge seized with jurisdiction.

13 He is the first judge now to have issued a

14 written opinion and who is bringing everyone

15 in front of him to get a schedule together.

16 And for all those reasons, Your

17 Honor, we think the outcome here really is

18 plain. It's that this case should be stayed

19 as a second filed action in favor of the first

20 filed action in front of Judge Ruiz. If there

21 is some reason why that action does not

22 dispose of all these claims -- it seems

23 unlikely, but it's possible -- Your Honor will

24 retain jurisdiction. But to have this case go

25 forward -- and I've heard that discovery is

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1 happening in this case. We think that's true,

2 Your Honor. It's true some papers have been

3 served, but they were just of record-making

4 character, no discovery has been had. To have

5 this case go forward and another case go

6 forward at the same time with the same issues

7 is exactly what the stay device is designed to

8 achieve and exactly what the rules of

9 procedure we've invoked in this court and

10 federal court are designed to remove.

11 THE COURT: What was the nature of

12 Judge Ruiz's written opinion?

13 MR. SAVITT: He wrote a four- page

14 opinion to not -- granting the Browns'

15 application for leave to file an amended

16 complaint and rejecting the arguments that the

17 City had offered in opposition, including the

18 proposition that the amendment would be

19 futile. He said that could be disposed of

20 later, implicitly, we think, rejecting the

21 jurisdictional claim that had been offered.

22 And I think that's why they are challenging

23 that on interlocutory appeal, which will -­

24 THE COURT: Did he speak directly

25 to the jurisdiction?

OFFICIAL COURT REPORTERS

 102

1 MR. SAVITT: What did he say about

2 jurisdiction? Yeah, I think he did, Your

3 Honor. It's in the papers. I don't actually

4 know -­

5 MR. HERDMAN: Judge, I just suggest

6 you read it for yourself. I mean, if you'd

7 like, it's four pages. Our position is he

8 didn't address jurisdiction. Their position

9 is he implicitly addressed it. I would just,

10 it's four pages, we'd be happy to provide you

11 a copy, but -­

12 THE COURT: Okay, that's fine. I

13 just wanted -- the bottom line is did he -­

14 did he say that jurisdiction was established

15 in federal court?

16 MR. SAVITT: I don't think he said

17 quite that. He rejected -- let's be clear. I

18 find this is entertaining to the other side.

19 As a part of a campaign to avoid federal court

20 -- review of their federal claims. The City

21 objected to the amended complaint on the

22 ground that the motion for leave was not

23 jurisdictional. That was their argument. It

24 was rejected. So there is no way that that

25 does not reflect a decision respecting

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1 jurisdiction.

2 Moreover, they are trying to take the

3 question whether Judge Ruiz had jurisdiction

4 to the Sixth Circuit. And I guess they think

5 it's funny that a case can be delayed on the

6 basis of obviously meritless game playing in

7 federal court and then come before this Court

8 and tell you that it's someone else playing

9 the games. It's just not the way it's

10 happening.

11 THE COURT: And what's the nature

12 of your case management? Tell me about that.

13 MR. SAVITT: We understand that the

14 Court will at that time set down interim dates

15 leading to trial for discovery and motion

16 practice. It will be up, of course, to Judge

17 Ruiz to decide what he wants to address at

18 that conference. It was put down for July the

19 17th, Your Honor. We moved it at the request

20 of the City and I think it's going to happen a

21 little before then, but expect to have a full

22 schedule of proceedings through discovery and

23 to trial, at least that's what we're going to

24 request, and we understand is likely.

25 Your Honor, I'm mindful of the time.

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1 I'm sure my friend will have some more to say.

2 If you have any more questions, I'd be

3 delighted to try to answer them.

4 THE COURT: Do you know of any

5 other litigation that is pending in both state

6 and federal courts at the same time? That's

7 not unheard of, right?

8 MR. SAVITT: I don't think it's

9 unheard of. We have, and I personally as an

10 advocate, I wouldn't want to be -- I don't

11 want to start testifying, Your Honor. We have

12 very often had the occasion to seek to stay

13 litigation in a federal court or a state court

14 when there was prior pending litigation. In

15 many jurisdictions there's a statute that

16 governs that situation. In every

17 jurisdiction, as in this one, there is a body

18 of common law that favors the prior pending

19 case. It happens pretty frequently that for

20 whatever tactical reason one litigant or

21 another prefers one jurisdiction or another.

22 Sometimes it's one state court and another

23 state court. Sometimes it's one federal court

24 and another federal court. Sometimes it's

25 state court and federal court. We've seen it

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 105

1 happen.

2 THE COURT: So this is not unusual?

3 MR. SAVITT: It's not unusual the

4 filings to happen. But I'll tell you what is

5 unusual, for the second filed case not to be

6 stayed, because that's the natural way to

7 dispose of the problem. No judge, in our

8 experience, thinks it's appropriate to have

9 two cases pending at the same time, so they

10 work really hard to avoid that outcome,

11 usually by staying the second filed case,

12 which is the relief we're asking from you.

13 THE COURT: And you're saying that

14 applicability of the law has to be determined

15 after constitutionality. Is that what you're

16 saying?

17 MR. SAVITT: Essentially. The claim

18 that's been pleaded is -- there's a state law

19 claim that says there's been an anticipatory

20 breach. The reason we're told that there's an

21 anticipatory breach is because the Browns had

22 to comply with the law. The noncompliance

23 with law is the noncompliance with the Modell

24 statute. So that's why I said, Your Honor, it

25 was in the nature of a bootstrap argument. It

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 106

1 all comes back to Modell. Now, the Modell Law

2 litigation is going to have several aspects.

3 There are three significant constitutional

4 infirmities to the law. There also are issues

5 pertinent to statutory construction. So all

6 of those things need to be decided.

7 I wouldn't want to leave Your Honor

8 with the impression that it is only the

9 federal constitutional issues that need to be

10 decided, but it is certainly right that the

11 case can't be disposed of without addressing

12 those matters with the law in the federal

13 court.

14 THE COURT: And just for the

15 record, the City has not consented to the

16 move?

17 MR. SAVITT: I'm sorry, Your Honor?

18 THE COURT: Just for the record,

19 the City has not consented to the move?

20 MR. HERDMAN: We have not, Your

21 Honor. We have not agreed to it.

22 MR. SAVITT: You mean the move to

23 Brook Park?

24 THE COURT: Yes .

25 MR. SAVITT: Oh, yes, yes.

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1 THE COURT: And just for the

2 record, there's been no good faith offer to

3 settle?

4 MR. SAVITT: That's correct.

5 THE COURT: And just, I know

6 Mr. Wilson talked about ripeness as relates to

7 the motion to dismiss, did you want to say

8 anything else about the ripeness of this?

9 MR. SAVITT: I will. Thank you,

10 Your Honor, for that suggestion. I don't want

11 to belabor the issue unduly, I think we

12 addressed it in our papers. I think the

13 City's argument boils down to the argument,

14 and I'll give them this as sort of a common

15 sense appeal, that we're saying this case

16 isn't ripe, but the federal case is. And we

17 do say that, that is our position, and we

18 think it's a principle position.

19 THE COURT: It's a what?

20 MR. SAVITT: It's a principle

21 position.

22 THE COURT: Principle position?

23 MR. SAVITT: And it's a correct

24 position, and here's why: The claim in this

25 court is one by the City that is seeking

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 108

1 essentially a pre-enforcement answer to

2 whether it can act. We are also seeking a

3 pre-enforcement decision as to whether the

4 City can act -- whether we can act. This is a

5 pre-enforcement -- the pre-enforcement

6 constitutional challenge, the pre-enforcement

7 interpretive challenge. There is only one

8 party who is harmed by the uncertainty, and

9 there's only one party that has standing to

10 pursue that claim, and it's the Browns. Put

11 simply, it relates to the metaphor I was

12 raising, Your Honor, about the Sword of

13 Damocles. The ability to bring a

14 pre-enforcement challenge does not rest with

15 the party brandishing the sword. It rests

16 with the party who might be stricken by it,

17 and that's the Browns. And we think that

18 distinction is really quite clear in the cases

19 we set out in our pleadings.

20 THE COURT: So you're saying that

21 your client does not have a sword?

22 MR. SAVITT: Yes, we are saying

23 that, because the relevant authority here is

24 whether the City can exercise its regulatory

25 authority to punish or discipline or litigate

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 109

1 against the Browns. The reason for this

2 doctrine of law is to stop private citizens -­

3 it gives private citizens an ability to

4 challenge threatened regulatory authority so

5 they don't have the dilemma whether to either

6 not act when they wish to and believe they

7 ought to be able to, on the one hand, or act

8 and risk a regulatory reaction on the other.

9 It is a body of law that exists to give

10 citizens the right to get clarity as to the

11 scope of government authority, and that is the

12 claim that we are raising and it is ripe. It

13 does not exist to give the City the ability to

14 determine its own authority, that is a pure

15 advisory opinion.

16 THE COURT: And by "private

17 citizens " you mean the Haslams?

18 MR. SAVITT: The Haslams and the

19 Browns, that's right, non-government actors.

20 THE COURT: Okay. All right.

21 MR. SAVITT: Your Honor, thank you

22 so much.

23 THE COURT: Thank you.

24 MR. HERDMAN: I will be brief, Judge.

25 Thank you. I just want to start off, this

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 110

1 idea that we have somehow conceded that these

2 are -- because these are parallel proceedings

3 that they are the same. Those are two totally

4 different things. I was driving into work

5 pretty early this morning. I drive a Tahoe.

6 At one point in time I think I was parallel to

7 a Vespa. Those aren't the same things, okay?

8 So parallel is not, not the same, okay, Judge?

9 I mean, we are talking about two different

10 cases here.

11 And the other thing is there's some

12 attempt to blur the lines here between what's

13 in the lease and what's in the Modell Law.

14 And I would just suggest to the Court, please

15 look at the Modell Law. There's nothing in

16 there about a lease, nothing at all. It

17 doesn't mention a lease. It's absolutely

18 neutral when it talks about a lease, and it's

19 obvious why that would be the case, because

20 the Modell Law talks about two things: It

21 talks about notice and it talks about

22 opportunity to purchase a team if there is not

23 an agreement by the city that has funded the

24 stadium that the team is playing in. It

25 doesn't care about the lease. The statute is

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 111

1 absolutely neutral when it comes to a lease.

2 Now, the lease is not neutral when it

3 comes to the Modell Law, and the lease is not

4 neutral when it comes to whether or not the

5 Browns are playing in the city of Cleveland.

6 And, you know, counsel pointed to the lease

7 provisions and he says that the very important

8 provision in this lease is in section 9(b),

9 and I will read it again for the Court.

10 It says, "Obligation to Maintain

11 Franchise. Lessee represents that it shall

12 be, as of the Commencement Date, a member in

13 good standing of the NFL and agrees that,

14 throughout the Term of this Lease, it shall: "

15 So "throughout the Term of this Lease," we

16 agree it says that.

17 "...throughout the Term of this

18 Lease, it shall: " section 2(ii),

19 "...throughout the Term of this Lease, it

20 shall: not negotiate with any person or do or

21 suffer to be done anything which will cause

22 such rights," that is, the rights to play home

23 games of the Franchise at the new stadium in

24 Cleveland, Ohio.

25 "...not negotiate with any person or

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 112

1 do or suffer to be done anything which will

2 cause such rights to be lost or impaired or

3 diminished in any respect, or transferred,

4 relocated or otherwise moved." Throughout the

5 Term of this Lease.

6 So what is exercising an option on

7 176 acres of land in Brook Park? What is

8 going down to Columbus and spending plenty of

9 time down there talking to the legislature

10 down there about funding? What is asking the

11 commissioner of the NFL to go to Columbus to

12 visit the State legislature? What is putting

13 together schematics and drawings and, gee

14 whiz, drone flyovers of a proposed Brook Park

15 stadium? What is having weekly officials with

16 Brook Park city -- weekly meetings with Brook

17 Park city officials?

18 Everything that -- you saw plenty of

19 slides about all the activity and the all

20 things that are underway in Brook Park, all of

21 that is in violation of this lease provision

22 throughout the term of this lease. We don't

23 have to wait until the end of the lease to be

24 able to point to this -- to the Court and say

25 that they're in breach right now. And again,

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 113

1 that has nothing to do with the Modell Law,

2 has nothing to do with the federal

3 constitution claim. It has everything to do

4 with us being a landlord and our tenant being

5 in breach.

6 And when you think about why this is

7 in there, Judge, it's because of what they

8 pointed to with respect to Art Modell.

9 Everybody wants to go back and talk about what

10 Art Modell did in 1995. This is exactly what

11 Art Modell did: He was negotiating with the

12 City of Baltimore behind the back of the City

13 of Cleveland, negotiating for a new stadium in

14 Baltimore. And whether it's a perfect pair -­

15 whether it's a perfect analogy or not, this is

16 what the lease says. This is the lease that

17 they are the tenants in this stadium, this is

18 the lease that they are subject to, and this

19 is the lease that they keep claiming they are

20 not violating, that they are completely

21 complying with. Well, guess what? They're

22 not. And that's, again, why we're in this

23 court seeking redress of our claims and

24 seeking relief for those claims. And there's

25 not a thing that the federal court is going to

OFFICIAL COURT REPORTERS

 114

1 be able do to address these claims, Judge.

2 This is not a federal constitutional issue.

3 There's no federal constitutional claim that's

4 going to affect this. This is a contract

5 claim. This is a breach of contract claim.

6 That's why we're here. That's why we're in

7 common pleas court, it's a breach a contract

8 claim. Happens all the time in this

9 courthouse. I walk in and out of this

10 courthouse all the time with breach of contact

11 claims. That's exactly what this is and

12 that's why we're here in front of you.

13 This whole issue about abstention and

14 certification, that's all being argued in

15 federal court, that's all pending. We have a

16 motion to dismiss there. That's all going to

17 be decided ultimately by Judge Ruiz. When

18 that will be, I don't know. There's all this

19 attempt to predict when that's going to

20 happen. No one knows the answer to that. I'm

21 not going to try to predict it. I'm not going

22 to try to predict when that's going to be

23 done. I'm not going to try to predict what

24 sort of schedule we're going to have when we

25 have our case management conference it sounds

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 115

1 like in a couple weeks.

2 The bottom line is we're here in

3 front of you. This is this second time we've

4 been in front of you. There is an interest in

5 moving this case forward and we are trying to

6 schedule a -- we are trying to move our

7 discovery schedule forward, because we do have

8 discovery out, we've gotten responses that we

9 need to follow up on and that we intend to

10 follow up on. So it's not just some, like,

11 paper exercise. We actually put a lot of

12 thought and work into our discovery that went

13 out. And, again, I'm not going to trouble the

14 Court with the responses that we got, we're

15 not at that stage yet, but we'll continue to

16 work with the parties like we would in any

17 other dispute. But we're working discovery in

18 this case, Judge, and it would be a shame to

19 stop that right now on what is a standard

20 state breach of contract claim coupled with an

21 enforcement claim of an Ohio state statute,

22 the Modell Law. All of this is together in

23 front of the Court. There's no reason to stay

24 this, absolutely none at all. Again, that's

25 why we're asking for you to deny their motion

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OFFICIAL COURT REPORTERS

 116

1 to stay, put us in a position to continue to

2 move this case forward, and allow us to be in

3 a position to swiftly resolve this to the

4 benefit of not only the City of Cleveland, but

5 I also would submit it's the benefit of the

6 Browns. Let's get resolution on this and do

7 it as quickly as possible and put us in a

8 position where we can adjudicate all of these

9 claims and seek the relief that's available to

10 us. That's what we're asking the Court for.

11 THE COURT: Thank you.

12 The matter will be heard and

13 submitted.

14 -------

15 (Court was adjourned.)

16

17

18

19

20

21

22

23

24

25

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 117

1 C E R T I F I C A T E

2 I, Kristin A. Beutler, Official Court

3 Reporter for the Court of Common Pleas,

4 Cuyahoga County, Ohio, do hereby certify that

5 as such reporter I took down in stenotype all

6 of the proceedings had in said Court of Common

7 Pleas in the above-entitled cause; that I have

8 transcribed my said stenotype notes into

9 typewritten form, as appears in the foregoing

10 Transcript of Proceedings; that said

11 transcript is a complete record of the

12 proceedings had in the said cause and

13 constitutes a true and correct Transcript of

14 Proceedings had therein.

15

16

17

18

19

20 Kristin A. Beutler, RPR-CRR

Official Court Reporter
21 Cuyahoga County, Ohio

22

23

24

25

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
 Exhibit 4

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
Electronically
ity of Cleveland v. Haslam Sports Group LLC, et al
No. CV-25-110189
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
 Modell Moves the Browns to Baltimore Mid-Lease

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 Ohio Enacts the Modell Law to Deter the Next Modell

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
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Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC 05
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The Browns Are Committed to Northeast Ohio Long Term
 ■rhe Browns Are Committed to Cuyahoga County Long Term

C uyahoga C ounty O pen Data, h ttp s://d ata-cu yah oga.op en d ata.arcgis.com /d atasets/cu yah oga::cu yah oga-
m u n icip al-b ou n d aries/exp lore?location = 41.447964% 2C -81.698035% 2C 11.00 (last visited May 2 8 , 2 0 2 5 )
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The Browns Are Committed to Northeast Ohio Long Term

Cleveland Open Data, www.data.clevelandohio.gov/pages/locations-bduhdaries (last visited May 28.2025);

Constitution and Byiaws o f the National Football League, N atl Football League (effective 1970; revised 2006)
NFL Teams Frequently Play Outside Their Home City Limits
Dome in Brook Park Secures the Browns’ Future in Northeast Ohio
rn/estment in Mixed-Use Develooment Facilitates Brook Park Success
 The Brook Park Project Leverages Significant Private Investment

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Public funding p ercen ta g e b a sed on original project budget
Anticipated b a sed on current funding scen ario
 Electronically
The City Threatens to Weaponize the Modell Law

Browns' Mot. 6 & E xs. D, F; K aylee O livas, Drew Scofield, & M aya Morita, B attle o v e r n e w B row n s sta d iu m cou ld p la y ou t in court. N ew s 5 C leveland (O ct. 22, 2 0 2 4 , 6:09 PM),
https://w w w .new s5cleveland.com /sports/brow ns/battle-over-new -brow ns-stadiurn-could-play-out-in-court
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Browns File Federal Action to Clarify Rights

2
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The City Is Dragging Its Feet in Federal Court
 The City Has Manufactured This Dispute
to Extract Benefits from the Browns
o

2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

Ed G allek & P eg g y Gallek, K eep in g B row n s d o w n to w n n o t C levela n d m a yo r's top priority, l-T ea m learn s, FOX 8 (M ay 2 0 , 2 0 2 5 , 6:20 PM), https://fox8.com /new s/keeping-brow ns-dow ntow n-not-
clev e Ian d-m ayors-top-prio rity-i-team -learns
City’s Copycat State Action

►Same basic factual and legal issues as Federal Action

►Analogous relief sought
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Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
This Court Should Stav. or in the Alternative. Dismiss
 The Court Should Stay This Action Because
Federal Court Is the Proper Forum for This Case
he Power to Grant Stays Is Essential to Comity, Orderly Procedure,
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2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

 Avoid a Collision Course” with Competing Actions
Ohio Courts Stay Proceedings to

Browns' Mot. 8-10

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
Staying This Action Will
 Ohio Courts Have Routinely Stayed State Actions
Pending Resolution of Federal Actions
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2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

Brow ns ’ Mot. 9-10
 Federal Court Is the Primary Forum for
Protecting Federal Constitutional Rights

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
B row ns ’ Mot. 10-11
 The Browns Are Entitled to a Federal Forum to Seek Redress for
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 The Browns Need Urgent Relief

Browns' Mot. 15-16, S eco n d Am. F ed. Com pl. U 81

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
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2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

 1'his Action Should Be Stayed to Ensure the Browns’ Constitutional
Claims Can Be Heard in a Federal Forum

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/2025 16:02 / BRIEF / CV 25 110 89 / Confirmation Nbr. 3551678 / CLPXC

England, 375 U.S. at 465 (internal quotations omitted)
The Federal Court Is Well-Suited to Decide All Relevant Issues
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 The Federal Court Can Certify State Law Questions to the Ohio
Supreme Court

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Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
 Firestone v. Galbreath, 1992 WL 281167 (10th Dist. Oct. 6, 1992) (granting summary judgment
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B row ns ’ Mot. 13; Browns' R eply 7

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
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 The Browns Are Pursuing Urgent Relief in Federal Court

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 Exhibit 5

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC
 ticketmaster

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Statement from Dee and Jimmy Haslam

Our stadium planning process started in 2017 and as Mayor Bibb

mentioned today, for the last two years, we have had positive,
productive, and collaborative dialogue with the Mayor and his staff,
working together to find the optimal long-term solution for our stadium.

We pursued many possibilities, with our initial focus on renovating the

current stadium and engaged design, construction and engineering

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

Document title: Browns to Focus Stadium Efforts on Dome in Brook Park

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current stadium and engaged design, construction and engineering

experts to develop a plan to do so. We also explored building a new
stadium on multiple sites, both within and outside of Cleveland. We've
learned through our exhaustive work that renovating our current stadium
will simply not solve many operational issues and would be a short-term
approach. With more time to reflect, we have also realized that without a
dome, we will not attract the type of large-scale events and year-round
activity to justify the magnitude of this public-private partnership. The
transformational economic opportunities created by a dome far
outweigh what a renovated stadium could produce with around ten
events per year.

In the spirit of exhausting all downtown options and continuing to work

in good faith with the Mayor, when he announced his efforts to
potentially make Burke available for development last month, we
engaged in further diligence with the city and County Executive
Ronayne's staff regarding a potential dome stadium on Burke. The
significant design, construction, geotechnical and environmental
challenges were again apparent. Our work reinforced that despite the
City, County and our team doing their best to make the economics work,
building a stadium on the Burke property is cost prohibitive and not
feasible, especially with no certainty regarding potential timing of closure
of the Airport.

Cleveland and Northeast Ohio are the fabric of

the Rmwns and that will a I wave he the ease
Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

Document title: Browns to Focus Stadium Efforts on Dome in Brook Park

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' Cleveland and Northeast Ohio are the fabric of

the Browns and that will always be the case.

We have communicated to the Mayor and his team at every step of the
process regarding our mutual efforts to keep the stadium downtown and
we conveyed to them yesterday, our most impactful investment for our
region is to focus on making a dome stadium and adjacent development
in Brook Park a reality. With the funding mechanisms we continue to
work on, this stadium will not use existing taxpayer-funded streams that
would divert resources from other more pressing needs. Instead, the over
$2 billion private investment, together with the public investment, will
create a major economic development project that will drive the activity
necessary to pay the public bond debt service through future project­
generated and Browns-generated revenue.

A solution like this will be transformative not only for Cleveland and
Northeast Ohio, but also the entire state of Ohio from the resulting
events, tourism, and job creation. Additionally, moving the current
stadium will allow the city and region's collective vision for the Cleveland
lakefront to be optimally realized, and downtown will benefit from the
major events the Brook Park dome brings to the region.

Cleveland and Northeast Ohio are the fabric of the Browns and that will
always be the case. Our community commitment to Cleveland and
efforts to improve the lives of its residents will not change.

Electronically Filed 07/11/2025 16:02 / BRIEF / CV 25 110189 / Confirmation Nbr. 3551678 / CLPXC

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efforts to improve the lives of its residents will not change.

Again, our work with Mayor Bibb and city officials has been transparent
and collaborative throughout. We will continue to work in earnest with
city, county, and state officials to work together on these
transformational opportunities.

As we have previously said, we understand this is a complex process

with more questions still to be answered and we will continue to
communicate openly as our process evolves. We recognize our season
on the field has not had the start we all hoped for and are working hard to
improve each week to make our fans proud. At the same time, it is
critical that we remain committed to the best long-term, sustainable
solution for our stadium and to providing the world-class dome
experience our fans deserve. We are confident that the Brook Park
project will significantly benefit the Northeast Ohio region for
generations to come.

Photos: Latest renderings of the new enclosed Huntington Bank Field

The Cleveland Browns share renderings of the new enclosed Huntington Bank Field.

BACK TO TOP

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Cleveland Browns Football linebacker room | Position Browns' offensive line | announced for new
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Browns' linebackers look to step into The Browns’ offensive line is anchored by Current Season Ticket Members will hold
larger role with Jeremiah Owusu- key veteran players in Joel Bitonio, Jack highest priority in seat selection at the
Koramoah out for the 2025 season Conklin, Ethan Pocic and Wyatt Teller new Huntington Bank Field

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THE NEXT CHAPTER

QFCILVEUXD BROWNS FOOTBALL

NEWS NEWS NEWS NEWS

The Next Chapter of Analyzing the Browns' Breaking down the Seat prioritization
Cleveland Browns Football linebacker room | Position Browns' offensive line | announced for new
Preview Position Preview Huntington Bank Field
Browns' linebackers look to step into The Browns’ offensive line is anchored by Current Season Ticket Members will hold
larger role with Jeremiah Cwusu- key veteran players in Joel Bitonior Jack highest priority in seat selection at the
Koramoah out for the 2025 season Conklin, Ethan Pocic and Wyatt Teller new Huntington Bank Field

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 Exhibit 6

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 News Home All News Browns Mailbag Transactions Team Coverage News & Notes Features Press Releases Community

Press Re tease

Browns execute clause to solidify future purchase of

land for new Huntington Bank Field enclosed
stadium
17 6 -ac re s ite to hou se stad i u m and m i xed- use develo p merit i n Brook Park

Jan 02, 2025 at 01:15 PM

o Cleveland Browns.com

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The Browns have completed the next part in the process toward building a new domed
stadium in Brook Park, officially executing the clause and taking steps forward in the land
purchase agreement.

The 176-acre site in Brook Park will not only house the new Huntington Bank Field
enclosed stadium, but also the adjacent mixed-use development.

"We have executed the clause and taken the necessary steps in our land purchase
agreement with the current owners to solidify our future purchase of the 176-acre site in
Brook Park for a new Huntington Bank Field enclosed stadium, along with an adjacent
mixed-use development," Haslam Sports Group-Chief Operating Officer Dave Jenkins
said in a statement. "While work remains with our public partners on the project, this is a
key step in our efforts to create a responsible long-term stadium solution that delivers a
world-class experience for our fans, attracts more large-scale events for our region and
positively impacts our local economy."

In recent months, the Browns have continued to take the necessary steps in pursuing a
new domed Huntington Bank Field. In Oct. 2024, the Browns announced their decision to
focus their stadium efforts on a domed stadium in Brook Park.

In Dec. 2024, RCLCO, a real estate consulting company, conducted a study that through
its findings showcased how a Cleveland Browns domed stadium and adjacent mixed-use
development in Brook Park is primed for success in Northeast Ohio and can serve as a
catalyst for growth in Cuyahoga County. Their market analysis included program, pricing
and absorption, as well as analysis of the projected fiscal and economic impacts of the
new Brook Park development.

Through the study. RCLCO found three key findings: the viability of the site for mixed-use
development in conjunction with a new domed stadium, the positive economic impact of
the new stadium and adjacent mixed-use development and the significant benefits a
domed stadium would bring to downtown Cleveland.

Later that month, Lincoln Property Company - a global full-service real estate firm - was
announced as the development partner for the Cleveland Browns' 176-acre mixed-use
entertainment district in Brook Park. The development is set to be designed by the
architecture firm HKS and will be anchored by a new domed stadium.

The mixed-use entertainment district surrounding the stadium will be developed across
multiple phases and will ultimately include 300,000 square feet of retail, two upscale
hotels, 1,100 apartments, and 500,000 square feet of office. Phase One, which is planned
to deliver along with the stadium in 2029, will include 450 hotel rooms; 575 apartments;
96,000 square feet of traditional retail, suited for unique food & beverage and shopping
destinations; and 137,000 square feet of experiential retail, which will include a team
store, and other experience-based retail concepts that will drive year-round activation and
community involvement.

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-------------------- 3turd ( eu ru u11 totTOAproi toi tw”uetociTTiJCdTT’C'Jircropi^’nTEmnnrrmrvc ycew^rxjOTTCfeiL.nvercTOTT'cnra---------------------

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"We will continue to provide updates throughout the process as we work towards bringing
this exciting and transformative project to Northeast Ohio," Jenkins said in a statement.

Photos: Latest renderings of the new enclosed Huntington Bank Field

The Cleveland Browns- share renderings di the new enclosed Hurrtingten Bank Field.

1/19

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NEWS NEWS NEWS NEWS

2025 Cleveland Browns Browns announce new Cleveland Browns to Browns announce new
Training Camp offers eight hires and promotions to celebrate the 40th hires and promotions to
free open practices, the football staff Anniversary of the Dawg the Athlete Health and
presented by Gregory The Browns added eight new hires and Pound with 'Dawg Pound Performance Staff
Industries made seven promotions XL’ The Browns made six new hires .and
The first open session will be held on Season-long initiative will highlight the promoted three members of the health
Friday, July 25 and will conclude best fans in the NFL and the tradition of and' performance staff
Monday, Aug. 4 the Dawg Pound

■ ■■
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EXPERIENCE PACKAGE S vw^seats enter.

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 Exhibit 7

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 OCT- 5
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Latest News

Dee and Jimmy Haslam share message on path

forward for new enclosed Huntington Bank Field
following state budget approval
’Our fans deserve a world-class facility, and we are committed to building a state-of-the-art enclosed stadium
that resonates with Cleveland'

Jul OI. 2025 at 08:30 AM

Kelsey Russo
Associate Editor & Staff Writer

We respect the firm commitment and leadership that Governor DeWine, and the Ohio Senate
and House have shown tn their collaborative work to find a responsible way to support such a
transformative project, one that will create a generational impact for our region and the State.
Our fans deserve a world-class facility, and we are committed to building a state-of-the-art enclosed
stadium that resonates with Cleveland, highlighting our loyal and passionate fans and the Dawg
Pound, while also incorporating innovation, bold design, and an immersive experience. The new
enclosed Huntington Bank Field will be completely fan-centric, a first-of-its-kind design in the
NFL, and a dynamic venue that draws visitors from across Ohio and beyond, for concerts and
significant sporting events throughout the year. This premiere facility will anchor a major lifestyle
and entertainment development and be a catalyst for one of Northeast Ohio’s largest economic
development projects ever and something our community will be proud of and can enjoy for years
to come. We appreciate the support of State leaders and their belief in this transformative project.

DEE & JIMMY HASLAM

^7

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The new enclosed Huntington Bank Field became one step closer to reality Monday.

The Ohio GOP budget bill has been approved and was officially signed Monday by
Governor Mike DeWine, included in the budget is a construct for funding to support a new
enclosed Huntington Bank Field in Brook Park for the Browns.

Browns Managing and Principal Partners Dee and Jimmy Haslam provided a statement on
the announcement of the inclusion of stadium funding in the state budget:

"We respect the firm commitment and leadership that Governor DeWine, and the Ohio
Senate and House have shown in their collaborative work to find a responsible way to
support such a transformative project, one that will create a generational impact for our
region and the State," the Haslams said. "Our fans deserve a world-class facility, and we
are committed to building a state-of-the-art enclosed stadium that resonates with
Cleveland, highlighting our loyal and passionate fans and the Dawg Pound, while also
incorporating innovation, bold design, and an immersive experience. The new enclosed
Huntington Bank Field will be completely fan-centric, a first-of-its-kind design in the NFL,
and a dynamic venue that draws visitors from across Ohio and beyond, for concerts and
significant sporting events throughout the year. This premiere facility will anchor a major
lifestyle and entertainment development and be a catalyst for one of Northeast Ohio's
largest economic development projects ever and something our community will be proud
of and can enjoy for years to come. We appreciate the support of State leaders and their
belief in this transformative project."

With its inclusion, the stadium project receives the $600 million as a "performance grant"
towards the stadium, one that will be paid back with incremental revenue generated by the
project above a current state revenue baseline.

But the new enclosed Huntington Bank Field is more than just a stadium project. The
venue will host concerts and events throughout the year, bringing more of an impact to
downtown Cleveland through regional and national visitors.

The Haslams continue to commit to Cleveland with this unprecedented $2+ billion
investment in the stadium and vibrant mixed-use lifestyle and entertainment development,
along with their private development partners, Haslam Sports Group will pay for any cost
overruns on the stadium construction and the public will not bear any overrun risk.

Related Content

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 DOME TRAINING CAMP SCHEDULE TEAM NEWS VIDEO AUDIO PHOTOS COMMUNITY Q TICKETS STADIUM WATCH SHOP LOGIN

News Home All News Browns Mailbag Transactions Team Coverage News & Notes Features Press ReEeases Community

along wnhTheir pnvate nev^Topmem partnerSrHaslam sports Group wlITpay Tor any cost
overruns on the stadium construction and the public will not bear any overrun risk.

Related Content

NEWS NEWS NEWS NEWS

Seat prioritization Nick Chubb's top moments Where Nick Chubb ranks in Nick Chubb signs with the
announced for new as a Brown Browns' history Texans and ends chapter
Huntington Bank Field ■Chubb made a tasting impact through his Chubb cemented his name as a part of with the Browns
Current Season Ticket Members will hold on-field moments over seven seasons the Browns’ record books Chubb was drafted by the Browns in
highest priority in seat selection at the 2018 and spent seven seasons in
new Huntington Bank Field Cleveland

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OFFICIAL W TAILGATE B ^ffliLLSHE

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 Exhibit 8

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 NEW PODCAST

BUILDING
BROWNSTOWN
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 I 0 Huntington Banh HOME NEWS
niNO SECURE YOUR SPOT

BROWNSTOWN
Hosted by Browns Senior Media Broadcaster Nathan Zegura, Budding
Brownstown takes listeners behind the scenes of the Browns' journey to
build their new stadium. Each episode offers exclusive insight into the

BROWNSTOWN planning, process, and vision shaping the project, featuring in-depth
conversations with those closest to it—ownership, executives, architects—and
credible voices from around the sports and entertainment industry. The full
premiere episode will debut later this summer.

PROJECT NEWS

The Next Chapter of Cleveland Browns Football Dee and Jimmy Haslam share message on path Haslam Sports Group proposes Funding model
forward for new enclosed Huntington Bank Field For new, enclosed Huntington Bank Field
HEAD MOIS following state budget approval
READ MORE
READ MORE

FAQS
© WHY A DOME IN BROOK PARK? © HOW WILL THE FAN EXPERIENCE BE IMPROVED?
The New Huntington Bonk Field enclosed stadium will be A new enclosed stadium will provide a much*improved fan experience
transformative for our fans, Northeast Ohio and our state. A world­ that our fans and this region deserve. The New Huntington Bank Field
class venue with a reimagined fan experience and the ability to enclosed stadium will be modern and dynamic with so many world­
attract large-scale events and concerts 365 days a year is a game­ class amenities. There will be more parking in close proximity to the
changer for our region. The connected vibrant lifestyle and stadium, a better variety of offerings, from food and beverage to

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Document title: New Huntington Bank Field

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 The Next Chapter of Cleveland Browns Football Dee and Jimmy Haslam share message on path Haslam Sports Group proposes funding model
forward for new enclosed Huntington Bank Field for new, enclosed Huntington Bank Field
KAD MORE following state budget approval
REM MORE
READ MORE

FAQS
© WHY A DOME IN BROOK PARK? HOW WILL THE FAN EXPERIENCE BE IMPROVED?
The New Huntington Bank Field enclosed stadium will be A new enclosed stadium will provide a much-improved fan experience
transformative for our fans. Northeast Ohio and our state. A world­ that our fans and this region deserve. The New Huntington Bank Field
class venue with a reimagined fan experience and the ability to enclosed stadium will be modern and dynamic with so many world­
attract large-scale events and concerts 365 days a year is a game­ class amenities. There will be more parking in close proximity to the
changer for our region. The connected vibrant lifestyle and stadium, a better variety of offerings, from food and beverage to
entertainment district will also attract visitors and create engagement seating, a more efficient ingress and egress experience for all stadium
throughout the year. We are developing 176 acres that are currently events, wider concourses, and weather protection. Seating within the
vacant with great proximity to downtown and the airport. bowl will be closer to the action than any other NFL stadium.

© WHAT ARE SOME OF THE INNOVATIONS IN THE NEW © HOW MANY SEATS WILL THE NEW STADIUM HAVE?
STADIUM? We've designed a building with an extremely flexible seating bowl to
The translucent roof will provide natural light throughout the stadium, accommodate many different-sized events. For football, the seating
creating an outdoor feel yet the comfort of being inside. Modern capacity is 67,500, with an additional 2,500 spaces for standing room.
technology and resolution will be evident in the enormous The building can scale from 6,000 to 75,000 for concerts and other
videoboards placed within the seating bowl. events.

MORE FAQS

l^l Huntingtan Bank

'------------------------------ FIELD----------

© 2025 Cleveland Browns Privacy Policy | Terms of Use Ijnl

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 IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO

CITY OF CLEVELAND, )
)
Plaintiff, ) CASE NO: CV-25-110189
)
vs. } JUDGE LAUREN C. MOORE
HASLAM SPORTS GROUP, LLC; J
AFFIDAVIT OF MARK GRIFFIN
CLEVELAND BROWNS FOOTBALL
COMPANY LLC; CLEVELAND (
BROWNS STADIUM COMPANY LLC J

Defendants. J

)
STATE OF OHIO,
SS
COUNTY OF CUYAHOGA

I, Mark Griffin, being first duly sworn according to law, state as follows:

1. I am an attorney, Chief Legal Counsel and Director of Law of the City of Cleveland,

Department of Law.

2. lam competent to testify and have personal knowledge of the facts stated in this

affidavit.

3. The City of Cleveland (“City”) and the Browns, via Cleveland Browns Stadium

Company LLC, are now parties to a Lease by Way of Concession dated April 26, 1996 (“Lease”).

4. In accordance with its obligations under the Lease, the City built a new stadium for

the Browns to play NFL games in downtown Cleveland. That stadium is now called Huntington

Bank Field, and is located at 100 Alfred Lerner Way, Cleveland, Ohio 44114.

5. The City financed construction of the stadium through taxpayer dollars, including

from the State, as well as from other funding sources.

Electronically Filed 07/11/2025 16:02 / BRIEF / CV25 110189 / Confirmation Nbr. 3551678 / CLPXC

- 1 of2 -
 6. The City has continued to lay out taxpayer funds for repairs, maintenance, and other

support ever since and is in full compliance with its obligations under the Lease.

7. If the City were not in compliance with any obligation, the City would expect to

receive notice (informally or formally) from the Browns and, consistent with the City’s

performance of its obligations, the City would promptly address any outstanding issues, The

Browns have not provided the City with notice of any outstanding obligation.

FURTHER AFFIANT SAYETH NAUGHT

Date: July 11,2025

Mark Griffin

STATE OF OHIO,

COUNTY OF CUYAHOGA

Subscribed and sworn to (or affirmed) before me on this J ] 'day of July, 2025 by Mark

Griffin, proved to me on the basis of satisfactory evidence to be the person(s) who appeared

before me.

(SEAL)

My commission expires:
CARLI R. YOUNG
Attorney at Law
■ Notary Public, State of Ohio
My Comm. Has No Exp. Date
R.C, Sec. 147.03

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- 2 of 2 -
 IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO
GENERAL DIVISION

THE CITY OF CLEVELAND,

Plaintiff, CASE NO. CV-25-110189

v. JUDGE LAUREN C. MOORE

HASLAM SPORTS GROUP, LLC;

CLEVELAND BROWNS FOOTBALL
COMPANY LLC; CLEVELAND BROWNS
STADIUM COMPANY LLC

Defendants.

[PROPOSED] ORDER GRANTING PARTIAL SUMMARY JUDGMENT AND

SPECIFIC PERFORMANCE

Plaintiff the City of Cleveland moves for partial summary judgment and an order for

specific performance against Defendants Haslam Sports Group, LLC, Cleveland Browns Football

Company LLC, and Cleveland Browns Stadium Company LLC. The Court now GRANTS the

City’s motion for partial summary judgment and finds that Defendants have breached Section

9(b)(2) of the parties’ Lease, including their obligation, as Lessee, to “hold, maintain and defend

its rights to play professional football in the City of Cleveland, Ohio,” and “not negotiate with any

person or do or suffer to be done anything which will cause such rights to be lost or impaired or

diminished in any respect, or transferred, relocated or otherwise moved.” Lease § 9(b)(2)(i) & (ii).

Summary judgment is proper when there is no dispute of material fact and the movant is

entitled to judgment as a matter of law. Here, the relevant facts are few and undisputed: there is

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 a valid, enforceable contract (the “Lease”) between Plaintiff City of Cleveland and Defendant

Cleveland Browns Stadium Company LLC. The contract provides that the Browns must “hold,

maintain and defend its rights to play professional football in the City of Cleveland, Ohio” and

“not negotiate with any person or do or suffer to be done anything which will cause such rights to

be lost or impaired or diminished in any respect, or transferred, relocated or otherwise moved.”

Lease § 9(b)(2).

There is no dispute that the Browns have notified the City that they are leaving, they have

moved forward with plans to construct a new dome stadium in Brook Park, they have purchased

land for the new stadium and negotiated agreements with development partners, and they have

secured public and private financing for the project. These actions violate section 9(b)(2).

Finally there is no dispute that the City has continued to perform under the Lease. The

terms of the Lease specifically acknowledge that it is “unique” and breach will “create irreparable

harm and are not ascertainable and that money damages or other legal relief cannot adequately

compensate the City for any such breach” and specific performance of the contract is an

appropriate remedy.

Accordingly, the Court hereby ORDERS specific performance of Section 9(b)(2) of the

Lease pursuant to Section 22(e) of the Lease. In accordance with the Lease’s terms, specific

performance must include the following:

1) Within three days of this Order’s entry, Defendants shall:

a) Take actions reasonably calculated to cause any person or entity doing anything related in
any way to funding, official permitting, construction, servicing, maintenance, or operation
of a Brook Park stadium to cease such actions immediately.

b) Cease doing anything related in any way to obtaining the funding, official permitting,
construction, or operation of a Brook Park stadium; provided, however, that this provision
does not prohibit Defendants from giving the directions specified in § 1(a).

2) During the pendency of the Lease, Defendants shall not:

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 a) Do anything related in any way to funding, official permitting, construction, servicing,
maintenance, or operation of a Brook Park stadium; provided, however, that this provision
does not prohibit Defendants from giving the directions specified in § 1(a).

b) Accept receipt of any monies from any source intended to fund the construction of a Brook
Park stadium.

c) Accept receipt of title to any real property located in the City of Brook Park in any way
related to a Brook Park stadium.

d) Negotiate with any party for any purpose related in any way to the funding, official
permitting, construction, servicing, maintenance, or operation of a Brook Park stadium;
provided, however, that Defendants may negotiate with the City of Cleveland and Mark
Griffin, in his official capacity, related to this action or the federal lawsuit captioned
Cleveland Browns Football Company LLC v. City of Cleveland, No. 1:24-cv-01857-DAR
(N.D. Ohio Oct. 24, 2024).

3) Nothing in this Order shall be construed to prohibit Defendants from giving the City or any
individual or group of individuals who reside in the area the opportunity to purchase a
controlling interest in the Cleveland Browns franchise.

IT IS SO ORDERED.

Dated: ______________, 2025 Judge Lauren C. Moore,

Cuyahoga County Court of Common Pleas

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