2003 - 2006 MLB CBA -- Page 101 ~ 119

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nection with Major League Baseball increases the activity's appeal; and (b) an activity from which revenue or value is received as a result of a decision or agreement to forego what otherwise would be Defined Gross Revenue. (3) ``Central Revenue'' shall mean all of the centrally-generated operating revenues of the Major League Clubs that are administered by the Office of the Commissioner or central baseball including, but not limited to, revenues from national and international broadcast- ing agreements (television, cable, radio and Internet), Major League Baseball Properties, Inc., Baseball Television, Inc., Major League Baseball Enterprises, Major League Baseball Advanced Media, Inc., the Copyright Arbitration Royalty Panel, superstation agreements between the Commissioner's Office and the Clubs whose games are transmitted on a distant signal (``Superstation Agreements''), the All- Star Game and national marketing and licensing. (4) ``Local Revenue'' shall mean a Club's Defined Gross Rev- enue less its share of Central Revenue. (5) ``Actual Stadium Expenses'' shall mean the ``Stadium Opera- tions Expenses'' of each Club, as reported on an annual basis in the Club's FIQ. (6) ``Net Local Revenue'' shall mean a Club's Local Revenue less its Actual Stadium Expenses. (7) The ``Base Plan'' shall be a 34% straight pool plan. The amount of net payment or net receipt under the Base Plan for each Major League Club shall be determined as follows: Each Club con- tributes 34% of its Net Local Revenue to a putative pool; that pool is then divided equally among all Clubs, with the difference between each Club's payment into the putative pool and its receipt therefrom producing the net payment or net receipt for that Club. (8) Those Clubs that receive net receipts in a given revenue shar- ing year under the Base Plan shall be referred to for that year as ``Payee Clubs.'' Those Clubs that make net payments in a given rev- enue sharing year under the Base Plan shall be referred to for that year as ``Payor Clubs.'' Page 101 (9) The revenue sharing plan shall also have a ``Central Fund Component'' under which a portion of Major League Central Fund money will be reallocated from Payor Clubs to Payee Clubs. The amount of net payment or net receipt under the Central Fund Com- ponent for each Club shall be determined as follows: (a) Net Transfer Value. At 100% implementation, the net transfer value of the Central Fund Component, in each revenue sharing year, shall be 41.066% of the net transfer value of the Base Plan in that revenue sharing year. ``Net transfer value'' shall mean the sum of the amounts transferred from Payor Clubs to Payee Clubs. (b) Contributors and Recipients. During each revenue shar- ing year, Major League Central Fund money shall be reallocated from Clubs that are Payor Clubs for that revenue sharing year (``Contributors''). Distributions under the Central Fund Compo- nent for each revenue sharing year shall be made only to Clubs that: (i) are Payee Clubs for that revenue sharing year, and (ii) have a mean Net Local Revenue for the preceding three revenue sharing years that is below the industry's mean Net Local Rev- enue for that three-year period (``Recipients''). (c) Calculation (i) Contributors. To determine the amount of Major League Central Fund money to be reallocated from each Con- tributor (at 100% implementation), multiply the Contributor's mean Net Local Revenue for the preceding three revenue shar- ing years by a fraction, the numerator of which is the net trans- fer value of the Central Fund Component in that revenue sharing year and the denominator of which is the sum of the means of each Contributor's Net Local Revenue for the pre- ceding three revenue sharing years. (ii) Recipients. To determine the amount of Major League Central Fund money to be distributed to each Recipient (at 100% implementation), multiply the net transfer value of the Central Fund Component in that revenue sharing year by a fraction, the numerator of which is the difference between the industry's mean Net Local Revenue for the preceding three revenue sharing years and the Recipient's mean Net Local Page 102 Revenue for that period, and the denominator of which is the sum of all such differences for each of the Recipients. (d) Distribution. The Administrator, with each set of estimat- ed payments under the Base Plan (see Section D(2)(a), below), shall disseminate to the Clubs an estimate of the reallocations and distributions to be made under the Central Fund Component for that revenue sharing year. Reallocations from the Contributors will be made by reducing the post-season distributions of the Major League Central Fund money those Clubs would have received during that revenue sharing year but for the operation of the Central Fund Component. Recipients shall receive their dis- tributions of the Central Fund Component on December 1 of each revenue sharing year. Adjustments to these reallocations and dis- tributions caused by changes in any Net Local Revenue figures shall be made at the time of the next distribution under the Base Plan. (10) The ``Commissioner's Discretionary Fund'' shall consist of no more than $10 million in Major League Central Fund money that is raised equally from all Clubs for each revenue sharing year. The Commissioner may make distributions from the Commissioner's Discretionary Fund to a Club or Clubs, in amounts and at times to be determined at the Commissioner's discretion, subject to the fol- lowing guidelines and procedures. (a) Guidelines. The Commissioner, in exercising this discre- tion, shall take no action that is inconsistent with the agreement of the Parties as reflected in this Agreement. By way of example, but not limitation, the Commissioner may not consider: (i) posi- tions that a Club has taken with respect to any matter before the Clubs, the Executive Council or the Office of the Commissioner; (ii) a Club's contracting decisions with respect to or contemplat- ed offers to free agents or free agent eligible players; or (iii) whether a Club's payroll is or has been above the Competitive Balance Tax threshold established in Article XXIII, above. (b) Procedures (i) Written Requests. Any Club seeking a distribution from the Commissioner's Discretionary Fund shall submit a request in writing to the Commissioner. The written request Page 103 must include, but need not be limited to: (A) the amount requested; (B) the use(s) to which the Club intends to put the requested distribution; and (C) an explanation of how, in the Club's view, the requested distribution should improve the Club's performance on the field. The Commissioner shall respond in writing to each request for a distribution from the Commissioner's Discretionary Fund. (ii) Consultation with the Association. The Commissioner shall, within 30 days of receiving a request pursuant to sub- paragraph (b)(i) above, provide to the Association a copy of the written request and his preliminary position on the request (e.g., inclined to grant, might consider if modified, or not inclined to grant). The Commissioner shall, at the Associa- tion's request, consult with the Association prior to making any distribution. At the Association's request, the Commis- sioner shall also consult with the Association regarding a request that he is not inclined to grant in its current form. The Commissioner shall give notice to the Association at least 15 days prior to making any distribution, unless such notice is not possible under the circumstances. In such case, the Commis- sioner shall provide as much notice to the Association as is possible under these circumstances, but, in no event, shall any distribution be made without at least five (5) days' written notice to the Association. As part of any such consultation process, the Commissioner shall provide the Association with the documents required to be produced pursuant to Section E(2)(k) of this Article and any document reasonably requested by the Association pursuant to Section E(2). (iii) Timing of Distributions. The Commissioner shall attempt to make distributions for a given revenue sharing year no later than December 1. If the Commissioner does not dis- tribute the entirety of the Commissioner's Discretionary Fund in any given revenue sharing year, the Commissioner shall dis- tribute the remainder of the Commissioner's Discretionary Fund to the Clubs on a pro rata basis before the close of the revenue sharing year. In no event may the Commissioner carry over any remaining funds in the Commissioner's Discretionary Fund to a subsequent revenue sharing year. Page 104 (11) The ``Administrator'' shall be the representative (or repre- sentatives) responsible, in consultation with the Association, for administration of the revenue sharing plan under this Article. (See Section D, Administration, below.) B. General Principles (1) Intent of the Plan The intent of the revenue sharing plan is to effect in each revenue sharing year the equivalent net transfer of revenue among the Clubs of $248.014 million at 100% implementation, based on 2001 ``Pay- ment 5'' local revenue data, plus such net transfer as may result from distributions of the Commissioner's Discretionary Fund. (2) Other Sharing (a) Gate Receipts. The functions formerly handled by the League Offices shall be funded in a substantially equivalent fashion as they have been in the past. (b) Central Revenue. Except as expressly provided in Sections A(9) and A(10) above, nothing in this Article is intended to alter current agreements among the Clubs pertaining to Central Revenue, including but not limited to, the Major League Central Fund, the Office of the Commissioner, Major League Baseball Properties, Inc., Baseball Television, Inc., Major League Baseball Enterprises, Major League Baseball Advanced Media, Inc., the Copyright Arbi- tration Royalty Panel, Superstation Agreements, the All-Star Game and national marketing and licensing. Notwithstanding the preced- ing sentence and except as expressly provided in Sections A(9) and A(10) above, the Office of the Commissioner shall take no action regarding the allocation or distribution of Central Revenue that is (i) in response to the operation of the revenue sharing plan or (ii) incon- sistent with the manner in which the Commissioner has allocated or distributed Central Revenue in the past. (3) Accounting Rules In calculating net payments and net receipts, the Administrator, on behalf of the Clubs, shall use the definitions contained in the 2002 FIQ, subject to the provisions of Section D below. The inten- Page 105 tion is to continue to follow Generally Accepted Accounting Princi- ples (``the GAAP rules'') in the adoption and application of revenue and expense definitions contained in the FIQ and to use GAAP or, in designated situations, federal tax principles, as the ``default'' stan- dards in the accounting conventions, policies and practices reflected in the FIQ (and in any changes to any of the foregoing). It is acknowledged, however, that specific exceptions to the GAAP rules have been and will be warranted to ensure uniformity, consistency and fair treatment among the Clubs, subject to the provisions of Sec- tion D, below. (4) Interests of the Association The revenue sharing plan may have a significant impact on the industry globally as well as on individual Clubs. Accordingly, the Parties acknowledge that the Association has a significant interest in any aspect of any of the components of the revenue sharing plan or its operation materially affecting either: (a) the overall industry- wide transfer of revenue among Clubs; or (b) the amounts of pay- ments made by individual Clubs and the amounts of receipts received by individual Clubs. This paragraph shall not be construed to limit the Association's right to assert that it has other legitimate interests in the operation of the plan. (5) Other Undertakings (a) A principal objective of the revenue sharing plan is to pro- mote the growth of the Game and the industry on an individual Club and on an aggregate basis. Accordingly, each Club shall use its rev- enue sharing receipts (from the Base Plan, the Central Fund Com- ponent and the Commissioner's Discretionary Fund) in an effort to improve its performance on the field. The Commissioner shall enforce this obligation by requiring, among other things, each Payee Club, no later than April 1, to report on the performance-related uses to which it put its revenue sharing receipts in the preceding revenue sharing year. Consistent with his authority under the Major League Constitution, the Commissioner may impose penalties on any Club that violates this obligation. (b) The Clubs and the Association recognize that the participa- tion of two Clubs is necessary for the production of the on-field Page 106 competition that the Clubs sell to the public. The net payments and net receipts required by this Article XXIV reflect a continuation of the amounts paid directly to the visiting Clubs and are in recogni- tion of the principle that visiting Clubs should share, and in fact tra- ditionally have shared, in the economic benefits jointly generated by the Game at another Club's home field. (c) None of the Parties hereto shall enter into any agreement, or engage in any transaction or other conduct, designed to defeat or cir- cumvent the intentions of the Parties as reflected in this Article XXIV. C. Implementation (l) Base Plan The Base Plan shall be fully implemented in each year of this Agreement. (2) Central Fund Component Under the Central Fund Component, in 2003, the amounts real- located from the Contributors and the amounts distributed to the Recipients shall be 60% of those produced at full (100%) imple- mentation. In 2004, the reallocations and distributions, respectively, shall be 80% of those produced at full implementation. The Central Fund Component shall be fully implemented in 2005 and 2006. (3) Commissioner's Discretionary Fund The Commissioner's Discretionary Fund shall be fully imple- mented in each year of this Agreement. D. Administration (l) Responsibility The administration of the revenue sharing plan under this Article XXIV shall be the responsibility of the Administrator in consulta- tion with the Association. The Administrator shall be a Committee of Clubs and/or representatives designated by the Major League Page 107 Baseball Executive Council. The Administrator shall be designated within 30 days following the execution of this Agreement. (2) Duties of Administrator The Administrator shall have the following duties and responsi- bilities, to be performed in consultation with the Association: (a) Calculations and Determination of Payment Schedule. The Administrator shall calculate and determine the timing of pay- ment and distribution of net payments and net receipts by (or to) Clubs. In this regard, the Administrator is authorized to require estimated partial payments and distributions during the course of a revenue sharing year and to assess reasonable penalties for intentionally inaccurate estimates by Clubs. Unless altered by the Administrator in consultation with the Association, the Clubs shall make payments under the Base Plan to the Administrator in each year of the revenue sharing plan under the following schedule: ┌─────┬──────┬──────┬──────┬─────────┐ │ │ Reporting │ Payment │Distribution│ Amount of │ │ │ Date │ Date │ Date │ Payment │ ├─────┼──────┼──────┼──────┼─────────┤ │Payment 1 │ May 15 │ May 25 │ June 1 │ 33% of Estimated │ │ │ │ │ │Annual Net Payment│ ├─────┼──────┼──────┼──────┼─────────┤ │Payment 2 │ July 15 │ July 25 │ August 1 │ 66% of Estimated │ │ │ │ │ │Annual Net Payment│ │ │ │ │ │ Less: Payment 1 │ ├─────┼──────┼──────┼──────┼─────────┤ │Payment 3 │September 25│September 30│ October 1 │100% of Estimated │ │ │ │ │ │Annual Net Payment│ │ │ │ │ │Less: Payments 1 │ │ │ │ │ │ and 2 │ ├─────┼──────┼──────┼──────┼─────────┤ │Payment 4 │ November 15│ November 25│ December 1 │ Post-Season │ │ │ │ │ │True-Up, Unaudited│ ├─────┼──────┼──────┼──────┼─────────┤ │Payment 5 │ March 31 │ June 7 │ June 15 │Final Determination │ │ │ │ │ of Annual Net │ │ │ │ │ │ Payment Based on│ │ │ │ │ │ Audited Results │ └─────┴──────┴──────┴──────┴─────────┘ (i) The ``Reporting Date'' shall be the date on which the Clubs submit their most recent estimate of Net Local Rev- enues. (ii) The ``Payment Date'' shall be the date on which the Payor Clubs pay estimated amounts to the Administrator based on an updated revenue sharing calculation provided to the Clubs. Page 108 (iii) The ``Distribution Date'' shall be the date on which the Administrator distributes estimated amounts to Payee Clubs based on the updated revenue sharing calculation. In determining whether to alter the foregoing schedule, the Administrator shall accord substantial weight to the cash flow needs under this Agreement of the industry as a whole, as opposed to any specific Club. The Administrator shall also pro- vide the Association with notice of any inter-Club disputes relat- ing to the payment and distribution of net payments and receipts and the resolution of such disputes. The Central Fund Component shall operate as provided in Sec- tion A(9), above. The Commissioner's Discretionary Fund shall operate as provided in Section A(10), above. (b) Review of Accounting and Reporting Practices. The Administrator shall review the accounting and reporting practices of the Clubs, as reflected in Club financial information submitted in connection with the FIQs, audited financial statements, and any SIQs or supplemental information required by the Adminis- trator to be submitted by Clubs. The Administrator shall also con- duct regular full independent audits of the Clubs and of particular significant transactions (e.g., related party transactions). The Administrator will continue to conduct full compliance audits of each Club in each year of this Agreement. The Administrator is also authorized to make appropriate changes, in furtherance of the objectives described below in Section D(2)(c), in the defini- tions, accounting conventions, policies or practices reflected in the FIQ, subject to prior notice to, and consultation with, the Association. The Administrator is also authorized to require a more detailed Club submission of line items as set out in the FIQ. (c) Objectives. In performing functions under this paragraph (2), the objectives of the Administrator are: (i) to achieve uniformity and consistency in reporting among Clubs; (ii) to achieve uniformity and consistency in reporting from revenue sharing year to revenue sharing year; Page 109 (iii) to accord fair treatment in the calculation of net pay- ments and net receipts; (iv) to be fair, impartial and objective in assessing and eval- uating new issues that arise in the operation of the plan; and (v) to remain faithful to the agreement of the Parties reflected in this Article XXIV. (3) Specific Prohibition In performing duties and responsibilities in the administration of the revenue sharing plan, the Administrator shall not materially affect the agreement of the Parties as reflected in this Article, includ- ing, but not limited to: (a) the industry-wide net transfer of Net Local Revenue among Clubs; (b) the amounts of contributions made by individual Payor Clubs and the amounts of payments received by individual Payee Clubs; (c) the amounts contributed and distributed by Clubs under the Central Fund Component; or (d) the amounts contributed and distributed under the Com- missioner's Discretionary Fund. E. Participation of the Association (1) Consultation (a) Within 30 days following execution of this Agreement, the Administrator shall promptly notify and consult with the Associa tion in advance with regard to any proposed action the Administra- tor intends to take pursuant to paragraphs (l), (2)(a) and (2)(b) of Section D above in connection with the administration of the rev- enue sharing plan. The Administrator and the Association shall thereafter meet regularly on a monthly basis to facilitate adminis- tration of the plan. Further, the Administrator shall regularly notify and consult with the Association with respect to any proposed changes described in Section D(2)(b), or any other proposed Page 110 changes in the administration of the plan, preliminary and final esti- mated partial payment calculations and preliminary and final calcu- lations regarding net payments or net receipts due under any component of the plan. (b) Failure by the Association to challenge at the consultation stage with the Administrator or under the Grievance Procedure in Article XI any such proposed actions, changes, or preliminary esti- mated partial payment calculations or preliminary calculations regarding net payments or net receipts described above in Section E(1)(a) shall not preclude the Association from challenging under the Grievance Procedure in Article XI any action taken, changes made, or final estimated partial payment calculations or final calcu- lations regarding net payments or net receipts made by the Admin- istrator in connection with the administration of the revenue sharing plan. Further, nothing in this Article, including, but not limited to, the consultation rights accorded the Association, is intended to limit either the substantive rights of the Association under this Article or the application of the Grievance Procedure in Article XI as to any complaint involving the existence or interpretation of, or compli- ance with, this Article or any provision herein. (c) The filing of a Grievance under Article XI by the Association shall not preclude the Administrator from calculating, collecting or redistributing estimated partial payments or receipts or final net pay- ments or receipts in accordance with this Article, unless the Chair- man of the Arbitration Panel, upon application by the Association, provides otherwise. Unless the Chairman provides otherwise, any adjustments to the calculation, collection or redistribution of esti- mated partial payments or receipts or of final net payments or receipts pursuant to this Article necessitated by the resolution of an Association Grievance shall be made by the Administrator once the Grievance is finally resolved. (2) Right to Information The Administrator shall provide to the Association, upon request, any relevant information necessary to the Association's performance of its functions under this Article as collective bargaining represen- tative. More specifically, and not by way of limitation, the Adminis- trator shall promptly provide to the Association on a regular basis Page 111 for each revenue sharing year of this Agreement, copies of the fol- lowing documents (in hard copy and/or computer readable form, whichever is available) within 10 days following preparation by or receipt by the Administrator of such data, except that (i) copies of documents responsive to subparagraph (k) shall be provided with the notice provided pursuant to Section A(10)(b)(ii) of this Article; (ii) copies of documents responsive to subparagraphs (e), (n) and (p) shall be provided within 30 days following preparation of such data by the Clubs (or the Administrator); and, if requested, (iii) copies of documents responsive to subparagraph (m) shall be provided within 10 days following the Association's request, as the case may be: (a) the form FIQ to be submitted by Clubs, together with any form SIQ or other forms requiring the submission of supplemen- tal information to the Administrator by Clubs; (b) any proposed changes in the form FIQ, SIQ or other forms to be submitted to the Administrator by the Clubs, together with explanatory reports, if any, regarding such proposed changes; (c) completed FIQs, SIQs or other supplemental information forms submitted to the Administrator by each Club; (d) audited financial statements submitted by each Club; (e) summaries of local media contracts (and/or of any other individual Club contracts) submitted by each Club to, or main- tained under the supervision of, the Office of the Commissioner (or the Administrator); (f) any industry-wide compilation of revenue and expense data, whether broken out by individual Club or groups of Clubs; (g) any completed forms submitted by the Clubs to the Administrator in connection with the preparation of estimates of net payments or net receipts under any component of the plan; (h) any preliminary estimated partial payment calculations or preliminary calculations by the Administrator of net payments and net receipts due under any component of the plan; (i) any document reflecting a distribution to a Club under any component of the plan; Page 112 (j) any document prepared by or on behalf of the Administra- tor in connection with a full or partial independent audit of any Club conducted by or on behalf of the Administrator as described in Section D(2)(b) and Section E(3)(a) of this Article; (k) any correspondence to or from the Administrator or the Office of the Commissioner regarding a contemplated distribu- tion, noticed pursuant to Section A(10)(b)(ii) of this Article, including but not limited to the written request submitted pur- suant to subparagraph (b)(i) of that Section and any documents considered by the Commissioner during his review of the request; (l) reports filed with the Commissioner pursuant to Section B(5)(a) of this Article and any correspondence from or to the Commissioner relating to his enforcement of Section B(5)(a) of this Article; (m) upon specific request by the Association, any unsuccess- ful request made pursuant to Section A(10)(b)(i) of this Article, any correspondence responsive to such submission and any doc- ument that the Commissioner considered in connection with his rejection of such request; (n) upon specific request by the Association, any Club docu- ment(s) examined or required to be examined by or on behalf of the Administrator in connection with a full or partial independent audit of any Club conducted by or on behalf of the Administrator as described in Section D(2)(b) and Section E(3)(a) of this Arti- cle; (o) any final calculations by the Administrator of estimated partial payments, net payments and net receipts due under the plan; and (p) upon specific request by the Association, a description of the methodologies, assumptions and procedures used by the Administrator to calculate and/or reconcile items reported in Club FIQs and Club audited financial statements. (3) Right to Audit (a) The Association shall have the right, at any time during this Agreement, to require the Administrator to conduct a full or partial Page 113 independent audit of any Club for a given revenue sharing year or of any particular transaction, regardless of whether such an audit would have been required by the Administrator under the proce- dures referred to in Section D(2)(b) above. Further, should the Asso- ciation require such an audit, the Association shall also have the right to require the Administrator to examine specified transactions, revenue and/or expense items, and/or to require reconciliation of the Club's FIQ and audited financial statements in specified areas. The Association also shall have the right to require the Administrator to examine specified Club document(s). The Administrator shall con- duct the audit within a reasonable period of time from the date of a written demand therefor by the Association. To the extent practica- ble, such audit will be conducted under the same procedures and under the same time schedule as other audits conducted by the Administrator in accordance with Section D(2)(b) above. All expenses for such audits shall be borne solely by the Administrator. (b) Upon a showing of good cause, the Association shall have the right to conduct its own full or partial independent audit of any such Club or transaction, upon written notice to the Administrator. The Administrator shall promptly arrange the date for the Association's audit, to be conducted within a reasonable period of time from the date of the Association's notice pursuant to this subparagraph. (c) Notwithstanding the provisions of Section D(2)(b), Section E(3)(a) and Section E(3)(b) above, and without regard to whether the Administrator has conducted an audit pursuant to Section D(2)(b) or Section E(3)(a) of any Club (or Clubs), the Association, upon written notice to the Administrator, shall have the right to con- duct its own full or partial independent audit of six (6) Clubs per year for each revenue sharing year. Notwithstanding the foregoing, upon a showing of good cause, the Association shall have the right to conduct its own full or partial independent audit of more than six (6) Clubs for each revenue sharing year. The Administrator shall promptly arrange the date for the Association's audit, to be con- ducted within a reasonable period of time from the date of the Asso- ciation's notice pursuant to this subparagraph. (d) Any audits conducted by the Association pursuant to sub- paragraphs (b) or (c) above, may be conducted by representatives of Page 114 the Association's choice, including accountant(s) employed on the Association's staff, so long as such representatives are working under the supervision of Certified Public Accountant(s) of the Asso- ciation's choice. (e) The Association shall utilize the rights set forth in this para- graph (3) in good faith and only in furtherance of its interest in ensuring compliance with this Agreement. In no event will the Asso- ciation conduct an unreasonable number of its own audits for any revenue sharing year. (4) Confidentiality Any financial information obtained by the Association from the Clubs (or the Administrator) pursuant to this Article shall be subject to the Confidentiality Agreement appended hereto in Attachment 14. ARTICLE XXV---The Industry Growth Fund A. Objective and Purposes The Parties shall maintain the Industry Growth Fund (``IGF'') estab- lished under the 1997 Basic Agreement. The objective of IGF is to pro- mote the growth of baseball in the United States and Canada, as well as throughout the world. To this end, IGF will be operated jointly by Players and Clubs in furtherance of the following purposes: (1) to enhance fan interest in the game; (2) to increase baseball's popularity; and (3) to ensure industry growth into the 21st Century. B. Joint Activities In furtherance of the purposes described above in Section A, the Par- ties shall make funds available to IGF for joint activities supervised by the Association and the Clubs in the following areas: (1) licensing, promotional, advertising and marketing projects; (2) international development, including Player tours, licensing, media relations and support for baseball federations throughout the world; Page 115 (3) development and use of new media technology; (4) community service activities; (5) enhancement in popularity and revenue growth among those Clubs that are or have been Payee Clubs under Article XXIV during the term of this Agreement, with particular attention to the interests of cities and communities in the retention of Major League Clubs (provided that funds are distributed based on investment criteria and not as automatic supplements to revenue sharing pursuant to Article XXIV); and (6) any other joint activities deemed by the Parties to be in fur- therance of the purposes of IGF. C. Administration (1) Board of Directors (a) The Parties shall maintain a Board of Directors of IGF (``the IGF Board''), consisting of seven members. The Executive Director of the Association and the Executive Vice President, Labor and Human Resources of the Office of the Commissioner, or their designees, shall serve as Co-Chairs of the IGF Board. The Associa- tion and the LRD, on behalf of the Clubs, shall each appoint two additional members (``Association Members'' and ``Club Members,'' respectively). One additional member (``Independent Member'') shall be appointed jointly by the LRD, on behalf of the Clubs, and the Association. The Independent Member shall not be a current employee, vendor, contractor, partner, member of, or consultant to, any Club, the LRD, the Association or any other centrally-operated Baseball entity. The IGF Board shall consist of the two Co-Chairs, the two Association Members, the two Club Members and the one Independent Member. (b) It shall be the responsibility of the IGF Board to oversee the operation and activities of IGF. The IGF Board shall meet in person at least three times each year. The IGF Board may also hold confer- ence calls and receive reports and other information about the activ- ities and operation of IGF. Page 116 (2) Co-Operating Officers The Association and the LRD, on behalf of the Clubs, shall each appoint one Co-Operating Officer for IGF. The responsibilities of the Co-Operating Officers shall be: (a) to work together in the operation and administration of IGF on a day-to-day basis; (b) to formulate, plan and agree upon joint activities (includ- ing budgets, contractors and/or vendors therefor) as described in Section B above; (c) to consult with the IGF Board regarding joint activities (including budgets, contractors and/or vendors therefor) as described in Section B above and as agreed upon by the Co-Oper- ating Officers; and (d) to otherwise make regular reports to the IGF Board about current and future IGF activities. D. Dispute Resolution (1) Disputes Concerning Joint Activities Any dispute concerning a decision whether or not to participate in a joint activity, including disputes over budgets, the selection of contractors and/or vendors therefor, shall be resolved by the Co- Chairs of the IGF Board and, absent resolution by them, such joint activity shall not be undertaken. Decisions by the Co-Chairs with respect to this type of dispute shall be final and binding upon the Parties. (2) Disputes Subject to Resolution by the Independent Member Any dispute regarding the day-to-day operations of IGF (other than the disputes described in paragraph (1) above) shall be subject to resolution by the Independent Member. Either of the Co-Operat- ing Officers shall have the right to bring such a dispute to the atten- tion of the Independent Member by written notice within seven (7) business days from the date such dispute arises, with a copy simul- taneously to the other Co-Operating Officer. The Independent Mem- ber, within five (5) business days from receipt of such written Page 117 notice, shall render a decision resolving the dispute. In reaching the decision, the Independent Member shall accord paramount consid- eration to the objective and purposes of IGF, as described in Section A above, as well as to the funding available to IGF, as described in Section E below. The Independent Member's decision resolving the dispute shall be in writing with a brief explanation of the reasons therefor. The decision of the Independent Member shall be final and binding upon the Parties. (3) Other Disputes Except for disputes subject to paragraph (1) or (2) above, nothing in this Article XXV is intended to affect either the substantive rights of the Parties under this Article XXV or the application of the Griev- ance Procedure in Article XI to any other complaint involving the existence or interpretation of, or compliance with this Article or any provision herein. E. Funding (1) Competitive Balance Tax Proceeds Competitive Balance Tax proceeds shall be contributed to IGF as provided in Article XXIII(H)(1) and (4). (2) Additional Voluntary Contributions In addition, either the Association, in its discretion, or the Clubs, in their discretion, may contribute additional amounts to IGF. F. Continuation of IGF After the Termination of the Basic Agreement If, as of the termination of this Agreement, there are funds available for use by IGF as a result of the operation of Section E above, for activi- ties described in Section B above, then notwithstanding termination of this Agreement and any rights of the Clubs under the National Labor Relations Act, IGF shall remain in existence and in operation as if this Agreement had not terminated, until such funds are exhausted through use in activities described in Section B above, or until the Association and the LRD agree to terminate operation of IGF, whichever is earlier. Page 118 ARTICLE XXVI---Term This Agreement shall terminate on December 19, 2006. ARTICLE XXVII---Comprehensive Agreement This Agreement represents a complete, full and final understanding on all bargainable subjects covering Players during the term of this Agree- ment, except such matters as may become bargainable pursuant to the reopener provisions of this Agreement or under the terms of the fol- lowing agreements: (a) the Major League Baseball Players Benefit Plan; (b) the Agreement Re Major League Baseball Players Benefit Plan; and (c) the Agreement regarding dues check-off. All rights to bargain with one another concerning any subject whatso- ever regarding Players for the duration of this Agreement are express- ly waived by the Parties, except to the extent permitted in said Agreements and in the reopener provisions of this Agreement. Should this Agreement be reopened pursuant to the provisions hereof, each of the Parties shall have the right to take concerted action in support of its position. It is further agreed by the Parties that during the term of this Agreement they will use their best efforts to ensure that all terms and conditions of all Uniform Player's Contracts signed by individual Players will be carried out in full. ARTICLE XXVIII---Execution of this Agreement This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and such counterparts shall con- stitute but one and the same instrument. This Agreement is executed by the undersigned acting solely in their respective representative capacities and not in their individual capacities. IN WITNESS WHEREOF, the Parties have hereunto subscribed their names as of the day and year first above written. Page 119 -- This is the Sox. The 2003 Sox. We have a lot of fun with each other. We're a great team. We pull for each other. No. 1 through 25 on this roster contributes every night. Even if you're not in the game, we have guys on the bench helping us out, picking us up. ----Kevin Millar -- ※ 發信站: 批踢踢實業坊(ptt.cc) ◆ From: 61.223.120.70