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Home My WebLink AboutContract 48733 CITY SECRETA CONTRACT V _ 3_ ARENA COMPLEX LEASE AGREEMENT between CITY OF FORT WORTH, as Landlord and MULTIPURPOSE ARENA FORT WORTH, as Tenant February'Zi 2017 E.,rICIAL ftGrOORD 01411-Y TABLE OF CONTENTS RECITALS ......................................................................................................................................I ARTICLE 1 GRANT, TERM OF LEASE AND CERTAIN DEFINITIONS.............................2 Section 1.1 Leasing Clause. 2 Section 1.2 Term. 2 Section 1.3 Uses of Arena Complex During Term. 3 Section 1.4 Acquisition of Land. 4 ARTICLE 2 RENTAL AND OTHER PAYMENTS...................................................................5 Section 2.1 Rental. 5 ARTICLE 3 IMPOSITIONS AND UTILITIES...........................................................................5 Section 3.1 Payment of Impositions. 5 Section 3.2 Contest of Impositions. 6 Section 3.3 Ad Valorem Taxes, Exemptions, &Payments in Lieu of Ad Valorem Taxes. 6 Section 3.4 Standing. 8 Section 3.5 Utilities. 8 ARTICLE 4 ARENA COMPLEX DEVELOPMENT.................................................................9 Section 4.1 Streets. 9 Section 4.2 Improvement Rights;Rights to Alter and Demolish; Intellectual Property. 9 Section 4.3 Easements and Dedications. 10 Section 4.4 Zoning and Other Governmental Approvals. 11 ARTICLE 5 USE OF PREMISES..............................................................................................12 Section 5.1 Use. 12 Section 5.2 Compliance with Laws. 13 Section 5.3 Net Lease, Maintenance. 13 Section 5.4 Operational Standards for Tenant. 15 Section 5.5 Operating Revenues. 16 Section 5.6 Excess Operating Revenues. 16 Section 5.7 Marketing Rights. 16 Section 5.8 Security/Traffic Management,Reimbursement of Costs. 16 ARTICLE 6 INSURANCE AND INDEMNITY.......................................................................18 Section 6.1 Liability Insurance. 18 Section 6.2 Property Insurance. 19 Section 6.3 Business Interruption Insurance. 19 Section 6.4 Policies. 20 Section 6.5 Named Insureds;Adjustment of Losses. 20 Section 6.6 Application of Proceeds of Casualty Insurance. 20 Section 6.7 Indemnity. 20 Section 6.8 Waiver of Subrogation. 21 ARTICLE 7 ASSIGNMENT AND SUBLETTING..................................................................21 Section 7.1 Assignment. 21 Section 7.2 Subletting. 22 Section 7.3 Nondisturbance Agreement. 22 i Section 7.4 General Provisions. 22 Section 7.5 Landlord's Assumption of Obligations. 23 ARTICLE 8 LEASEHOLD MORTGAGES..............................................................................23 Section 8.1 Leasehold Mortgage Permitted. 23 Section 8.2 Notices to Leasehold Mortgagees. 23 Section 8.3 Leasehold Mortgagee's Right to Cure. 24 Section 8.4 New Lease. 24 Section 8.5 Leasehold Mortgagee's Liability. 25 Section 8.6 No Modification or Surrender. 25 ARTICLE 9 DEFAULT OF TENANT......................................................................................25 Section 9.1 Monetary Defaults by Tenant. 25 Section 9.2 Non-monetary Defaults by Tenant. 26 Section 9.3 Cross-Defaults of Tenant Under the Master Agreement. 26 Section 9.4 Remedies. 26 ARTICLE 10 DEFAULT OF LANDLORD................................................................................27 Section 10.1 Defaults. 27 Section 10.2 Cross-Defaults of Landlord Under the Master Agreement. 27 Section 10.3 Remedies. 27 Section 10.4 Grant of Peaceful Possession,Denial of Quiet Enjoyment. 28 ARTICLE 11 CONDEMNATION SECTION.............................................................................29 Section 11.1 Special Definitions. 29 Section 11.2 Efforts to Prevent Taking. 29 Section 11.3 Entire Taking. 29 Section 11.4 Partial Taking. 29 Section 11.5 Condemnation Award. 30 Section 11.6 Temporary Taking. 31 Section 11.7 Settlement of Proceedings. 31 ARTICLE 12 REPRESENTATIONS, WARRANTIES AND SPECIAL COVENANTS..........31 Section 12.1 Landlord's Representations, Warranties and Special Covenants. 31 Section 12.2 Tenant's Representations,Warranties and Special Covenants. 33 ARTICLE 13 MISCELLANEOUS.............................................................................................33 Section 13.1 Inspection. 33 Section 13.2 Estoppel Certificates. 34 Section 13.3 Release. 34 Section 13.4 Landlord's Right to Perform Tenant's Covenants. 34 Section 13.5 Notices. 34 Section 13.6 Successor and Assigns. 36 Section 13.7 Modifications. 36 Section 13.8 Descriptive Headings. 36 Section 13.9 Unavoidable Default and Delays. 37 Section 13.10 Partial Invalidity. 37 Section 13.11 Applicable Law and Venue. 37 Section 13.12 Attorneys' Fees. 37 Section 13.13 Interpretation. 37 Section 13.14 Net Lease. 38 Section 13.15 Brokerage Commission. 38 ii Section 13.16 Short Form. 38 Section 13.17 Landlord's Lien Waiver. 38 Section 13.18 Waiver of Consequential Damages. 38 Section 13.19 Principles of Construction. 38 Section 13.20 Counterparts. 39 Section 13.21 Entire Agreement. 39 Section 13.22 Exculpation. 39 Section 13.23 Compliance with Local Government Code 253.011. 39 iii ARENA COMPLEX LEASE AGREEMENT This ARENA COMPLEX LEASE AGREEMENT is executed to be effective as of the Effective Date, by and between the CITY OF FORT WORTH, TEXAS, a duly incorporated home rule city of the State of Texas, ("City" or "Landlord") and MULTIPURPOSE ARENA FORT WORTH, a Texas nonprofit corporation ("Tenant"). RECITALS A. On and as of November 11, 2015, the City and Event Facilities Fort Worth, Inc., as the Arena Group, entered into that certain Master Agreement Regarding Multipurpose Arena and Adjacent Support Facilities, establishing certain conditions precedent to the effectiveness of this Lease and the other Project Documents, as herein defined. B. Under the Master Agreement, the City, subject to applicable law, and the Arena Group agreed that they would share in the costs of designing, constructing, and equipping the Arena Complex, to be owned by the City and leased to the Arena Group, or to an entity designated by the Arena Group to serve as the lessee, operator and tenant of such project, under and subject to the terms and provisions of a written lease agreement. C. Tenant's operation of the Arena Complex will benefit the City and its residents by increasing visitorship and tourism and the offerings available to residents through expanded public events space, sporting events, educational events and entertainment offerings that are anticipated to be financially self-sustaining,therefore lessening the burden on the City. D. The Arena Group is a non-profit corporation that supports the Southwestern Exposition and Livestock Show d/b/a Fort Worth Stock Show & Rodeo and that, as a charitable contribution to the fine residents of the City, has committed to raising fifty percent of the Arena Project Budget as well as Overruns. E. The Arena Complex will benefit the City and its residents by increasing visitorship and tourism and the offerings available to residents through expanded public events space, sporting events, educational events and entertainment offerings that are anticipated to be financially self-sustaining, therefore lessening the burden on the City, and will allow for the Phase III expansion of the Fort Worth Convention Center. F. Pursuant to the authority granted to the City in the Act, and in consideration of the undertakings of the Arena Group contained herein and the other agreements described herein and of the continuing economic benefits to be derived therefrom by the City and its citizens,the City, as authorized by its citizens at the Election, has agreed to join with the Arena Group in the financing and development of the Arena Project and to a Public Contribution. G. Pursuant to the Election, the qualified voters of the City authorized the Arena Project and designated methods of financing in accordance with the Act and authorized the City to levy and collect certain taxes within the City in order to generate 334 Revenues,which will be used in connection with providing the Public Contribution in payment of a portion of the Project Costs, and the City intends to issue Arena Complex Bonds for said purposes. H. As contemplated by the Master Agreement, the City and the Arena Group will 1 negotiate and agree to the terms and provisions of the Project Documents, and, to that end, the parties have agreed to waive any requirement set forth or implied in the Master Agreement regarding the Project Documents being fully agreed to on or before December 31, 2015, and further, upon satisfaction of the respective funding commitments of the parties in accordance with the terms hereof, and the satisfaction of all other conditions set forth herein,the parties have agreed to concurrently execute and deliver the Project Documents and to place into effect the transactions contemplated thereby, all to be accomplished in concurrent transactions. I. Landlord now desires to lease to Tenant, and Tenant now desires to lease from Landlord,the Arena Complex, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the recitals set forth above and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged and confessed by each of the parties hereto, the City and the Arena Group have agreed and do hereby agree as follows: ARTICLE 1 Grant, Term of Lease and Certain Definitions Section 1.1 Leasing Clause. Upon and subject to the terms, provisions and conditions herein set forth, Landlord does hereby LEASE, DEMISE and LET unto Tenant, and Tenant does hereby take and lease from Landlord, the Arena Complex, TO HAVE AND TO HOLD the Arena Complex, together with all rights and privileges belonging to or in any way pertaining to the Arena Complex, for the term herein provided,upon and subject to the terms, conditions and agreements contained herein. Section 1.2 Term. (a) Length of Term. The Term of this Lease shall commence on the Commencement Date, shall continue through the Thirty Year Period, as identified in Section 1.3, and shall continue beyond the Thirty Year Period if one or more of the Extension Options described in Section 1.3 is exercised (unless this Lease has otherwise been earlier terminated pursuant to its terms). (b) Vesting of Rights, Possession. Subject to the provisions of subsection (c) of this Section 1.2, Landlord's and Tenant's respective rights under this Lease, and in and to the Arena Complex, shall be deemed vested as of the Effective Date. The City will retain possession and primary control of the Land from the Effective Date through the delivery of possession thereof to Tenant as provided in this paragraph below, but Tenant shall be responsible from and after the Effective Date for the management and supervision of activities at and upon such Land, and, consequently, Tenant shall additionally be responsible for (and shall indemnify and hold harmless City from and against) any risk of injury or damage caused by any activities upon the Arena Complex from and after the Effective Date, in accordance with Tenant's indemnity and insurance obligations as set forth in this Lease below; provided, further, that Tenant shall in any event assume and take possession and occupancy of the Arena Complex no later than the Commencement Date and/or at any time prior to the Commencement Date as the City shall elect 2 and effect, and Tenant shall, from and after the date of delivery of such possession, be solely responsible for the possession, operation, upkeep and maintenance of the Arena Complex. With respect to any additional tracts of Land acquired by or conveyed to Landlord, and made a part of the Arena Complex, from time to time, pursuant to the terms of the Master Agreement and/or pursuant to the terms of this Lease, Tenant's rights and responsibilities with respect to such additional Land and pursuant to this Section 1.2 shall commence on the date specified in an amendment to this Lease, to be entered into pursuant to Section 4.5 hereof. (c) Costs Prior to and After Commencement Date. Any and all costs incurred by Tenant for maintenance, upkeep, security, demolition or otherwise with respect to the occupancy of any portion of the Land between the Effective Date and the Commencement Date shall be accounted and paid for as Project Costs. Section 1.3 Uses of Arena Complex DuringTm. (a) Thirty Year Period. The period of time beginning on the Commencement Date and ending on the date described in this subsection (b) is hereinafter referred to as the "Thirty Year Period." The Thirty Year Period shall end and terminate at 11:59 p.m. Central Time, on the thirtieth (30th) anniversary of the Commencement Date. On or about the Commencement Date, Landlord and Tenant shall execute the Commencement Date Memorandum. During the Thirty Year Period and during any Extension Options, the Arena Complex shall be used by Tenant for the purposes described,permitted and required in Section 5.1 (b) of this Lease. (b) Extension Options. (i) Tenant may renew this Lease and extend the Term for uses permitted and required by Article 5 hereof for two (2) additional periods of twenty (20) years (each an "Extension Period"), on the same terms provided with respect to the Thirty Year Period (except that the annual Rental during the respective Extension Periods shall be the applicable Extension Period Rent amounts described hereinbelow, and except as may be otherwise set forth to the contrary in Section 5.3(c) of this Lease), by delivering written notice of the exercise thereof to Landlord not later than ninety (90) days prior to the expiration of the Thirty Year Period or each Extension Period thereafter, if and as applicable. (ii) The First Extension Period shall commence on the day following the expiration of the Thirty Year Period and shall terminate at 11:59 p.m. Central Time, on the fiftieth(50th) anniversary of the Commencement Date. (iii) The Second Extension Period shall commence on the day following the expiration of the First Extension Period and shall terminate at 11:59 p.m. Central Time, on the seventieth(70th) anniversary of the Commencement Date. (iv) Landlord and Tenant shall, promptly following the exercise by Tenant of an Extension Option (hereinafter defined), execute an amendment to this Lease (in form and content mutually and reasonably satisfactory to each of Landlord and Tenant) 3 evidencing the exercise of the Extension Option and the Extension Period Rent during the applicable Extension Period. (c) Extension Period Termination Option. At any time during the First Extension Period or Second Extension Period, Tenant may terminate this Lease by providing Landlord with at least twelve (12) months' prior written notice. On the termination date, Tenant shall pay Landlord a cancellation fee equal to the Extension Period Rent which would have been due to Landlord throughout the remainder of the Extension Period during which Tenant exercises the Extension Period Termination Option. After the termination date, Landlord and Tenant shall have no further liability hereunder, except those liabilities that expressly survive the termination hereof. Section 1.4 Acquisition of Land. As of the Effective Date, only a portion of the Land required to accommodate the Arena Complex has been acquired by or conveyed to Landlord and made subject to this Lease, which previously acquired or conveyed portions of the Land are described in Exhibit `B-1" attached hereto. Landlord and Tenant intend that Landlord shall continue to acquire or receive Land after the Effective Date in accordance with the requirements and provisions of the Master Agreement. Landlord has determined that certain additional tracts of land situated within the area depicted on Exhibit`B-2" attached hereto,when combined with the tracts described in Exhibit"B-1" attached hereto are reasonably suitable and necessary to accommodate the Arena Complex. Section 1.5 Surrender. (a) Personal Property. Upon the expiration or earlier termination of this Lease, Tenant shall immediately surrender possession of the Arena Complex to Landlord, and Tenant shall remove, at Tenant's expense, all of its personal property from the Arena Facility, leaving the Arena Facility in a reasonably good condition and state of repair, reasonable wear and tear excepted. All equipment, inventory, appliances, furnishings, and any other personal property owned by Tenant, not purchased with public funds, and located within the Arena Complex shall remain the property of Tenant and, at Tenant's option, may be removed from the Arena Complex at any time; provided, that any damage caused to the Arena Complex in connection with the removal thereof shall be repaired by Tenant to Landlord's reasonable satisfaction at Tenant's cost. Tenant shall remove all of Tenant's personal property from the Arena Complex on or before the expiration or termination of this Lease. Any of Tenant's personal property not removed from the Arena Complex on or before the date required in the immediately preceding sentence shall, at Landlord's option and upon five (5) days' prior written notice to Tenant (during which time Tenant will be afforded reasonable access to remove such property subject to the foregoing requirements regarding damage to the Arena Complex), either become the property of Landlord or may be removed by Landlord and Tenant shall pay to Landlord the cost of such removal within ten (10) days after Tenant's receipt of an invoice therefor with appropriate supporting documentation. This provision shall survive any termination of this Lease. (b) Private Fixtures. Tenant may remove items on the Schedule of Private Fixtures, as amended, and as more particularly described in Section 4.2(a), from the Arena Complex upon 4 the expiration or termination of this Lease. If Private Fixtures are not removed by Tenant within sixty (60) days following expiration or termination of the Lease, title to such Private Fixtures shall vest in Landlord. Tenant shall patch any holes or otherwise repair any damage to the Arena Complex caused by Tenant's removal of any Private Fixtures. ARTICLE 2 Rental and Other Consideration Section 2.1 Rental. Tenant shall pay to Landlord a Rental under this Lease for the use and rights of occupancy of the Arena Complex by Tenant under this Lease as follows: (a) Rental During;the Thirty Year Period. Commencing on the Commencement Date, the annual Rental for the use and occupancy of the Arena Complex throughout the Thirty Year Period shall be a fixed rental of one dollar ($1.00) for each year or partial year of this Lease, which shall be due and payable on the Commencement Date, and on each anniversary date thereafter during the Thirty Year Period,plus the Tenant Funding Payments, if applicable. (b) Rental During the Extension Period. Commencing on the first day of the First Extension Period or Second Extension Period, as applicable, the annual rental for the use and occupancy of the Arena Complex throughout each such Extension Period shall be a fixed rental of one dollar ($1.00) for each year or partial year of this Lease, which shall be due and payable on the first day of the First Extension Period or Second Extension Period, as applicable, and on each anniversary date thereafter during the First Extension Period or Second Extension Period, as applicable,plus the Tenant Funding Payments, if applicable. Section 2.2 Other Consideration. In addition to the Rental and other payments in this Lease, the parties acknowledge this Lease is entered in to pursuant to (i) the commitment of the Arena Group to raise fifty percent of the Arena Project Budget as well as Overruns, (ii)the public benefit to the City and its residents by increasing visitorship and tourism and the offerings available to residents through expanded public events space, sporting events, educational events and entertainment offerings that are anticipated to be financially self-sustaining, therefore lessening the burden on the City, and will allow for the Phase III expansion of the Fort Worth Convention Center; (iii)the undertakings of the Arena Group contained herein and the other agreements described herein; and (iv) the continuing economic benefits to be derived therefrom by the City and its citizens. ARTICLE 3 Impositions and Utilities Section 3.1 Payment of Impositions. Tenant shall pay all Impositions before the same become delinquent, and Tenant shall at the request of Landlord furnish to Landlord receipts or copies thereof showing the payment of 5 such Impositions. Tenant shall be entitled to pay any Impositions in installments as and to the extent the same may be permitted by the applicable assessing authority or claimant. Landlord agrees to cooperate with Tenant in seeking the delivery of all notices of Impositions to Tenant directly from the applicable authorities. In no event shall Tenant be in default under this Lease for failure to pay any Impositions before the same become delinquent for which the notice of such Impositions shall have been delivered to Landlord and not forwarded or delivered to Tenant at least thirty(30) days before the date the same become delinquent. Section 3.2 Contest of Impositions. If the levy of any of the Impositions shall be deemed by Tenant to be improper, illegal or excessive, or if Tenant desires in good faith to contest the Impositions for any other reason, Tenant may, at Tenant's sole cost and expense, dispute and contest the same and file all such protests or other instruments and institute or prosecute all such proceedings for the purpose of contest as Tenant shall deem necessary or appropriate; provided, however, that Tenant shall not permit any lien which may be imposed against the Arena Complex for contested Impositions to be foreclosed and, at or prior to any such contest, Tenant shall adequately indemnify or secure Landlord thereof to its reasonable satisfaction. Subject to the foregoing, any item of contested Imposition need not be paid until it is finally adjudged to be valid, but Tenant shall in such event be obligated to pay any fine, penalty, interest or cost which may be added thereto. Tenant shall be entitled to any refund of any Imposition that had been theretofore paid by Tenant. Landlord shall be entitled to any refund of any Imposition that had been paid by Landlord, less any reasonable costs of Tenant expended by it in pursuit of the right to receive such refund, prior to the time that Landlord paid such Imposition. Section 3.3 Ad Valorem Taxes,Exemptions, and Payments in Lieu of Ad Valorem Taxes. (a) Landlord and Tenant intend that the Land, the Arena Complex, and the leasehold interest of Tenant hereunder(for so long as the Arena Complex is owned by the City and is used as a venue project under the Act as enacted on the Effective Date), presently are and shall continue to be exempt from ad valorem taxes as exempt properties under the applicable provisions of the Texas Constitution, the Texas Tax Code, the Act, and other Applicable Laws of the State of Texas. Tenant is authorized to assert, insist upon, continue, and restate this joint intent in any agency, forum, or court having jurisdiction and at which the question may arise or be presented, and Landlord, at the request of Tenant and at Tenant's sole expense in accordance with Section 3.3(g). shall jointly take and pursue such lawful actions with Tenant, including, if necessary,judicial actions, as may be available and appropriate, to protect and defend the Arena Complex and the leasehold interest of Tenant therein against the levy, assessment or collection of ad valorem taxes by any governmental agency asserting the power to levy, assess, and collect such taxes under currently Applicable Law. In the event of any proposed or actual change in the Texas Constitution, the Texas Tax Code, the Act, and other Applicable Laws of the State of Texas, which threatens to alter the ad valorem tax status of the Arena Complex, Landlord shall reasonably cooperate with Tenant (which cooperation may include joining in any legal proceedings deemed appropriate by Tenant) to maintain all possible ad valorem tax exemptions available to the Arena Complex. 6 (b) If, pursuant to the authority granted to Tenant under this Lease, Tenant elects, once the Arena Complex is built, to alter, add to, or modify the uses of any portion of the Arena Complex, it is Landlord's and Tenant's intent that the altered, additional, or modified uses of the Arena Complex shall also constitute "exempt properties" under Applicable Law so long as such altered and modified uses are of types described in the Act, and shall be exempt from ad valorem taxation in any agency, forum, or court and in accordance with any procedures for claiming such exemptions as are permitted by Applicable Law, including the Tarrant Central Appraisal District and the subsequent administrative and judicial procedures that are currently or in the future permitted by the Texas Tax Code. If the Tenant claims any such exemptions in any such request or proceeding, then, at Tenant's sole expense in accordance with Section 3.3(g), the Landlord shall provide such verifications and certifications showing its ownership of the fee title to the Arena Complex and the improvements thereon and shall otherwise reasonably cooperate in such contest as may be reasonably requested by Tenant. If, after making any application to any agency or body having jurisdiction, any administrative determination is entered that is adverse to the Tenant's claimed exemption, such determination may be contested by the Tenant in any proper court or forum in any manner provided by law so long as Tenant takes all action necessary or, in the reasonable opinion of Landlord, desirable to protect the Arena Complex, or any part thereof, from foreclosure of any liens for taxes. In the event of a failure of such contest, and if the planned improvements are finally found and determined not to be exempt and to be subject to ad valorem taxation, Tenant shall pay such taxes before the same become delinquent. (c) Landlord covenants and agrees that, during the Term of this Lease and any renewals or extensions thereof, and prior to the termination of this Lease, it will at all times own and hold title to the Arena Complex, as encumbered by this Lease, for the benefit of and on behalf of the Landlord in accordance with the Act, and further covenants and agrees that it will not sell, transfer or otherwise convey all or any portion of the Arena Complex to any person or entity, other than to a non-profit instrumentality created for and as the instrumentality of the Landlord (which sale must be made expressly subject to this Lease), without the prior written consent of Tenant. Landlord will give Tenant at least sixty (60) days prior written notice of any proposed transfer of all or any portion of the Arena Complex. If any such transfer threatens to result or actually results in the imposition of any ad valorem tax liability against the Arena Complex or Tenant, (i) Landlord or Landlord's transferee shall-be liable for any ad valorem tax liability against the Arena Complex or Tenant, (ii) Landlord shall reimburse Tenant if Tenant incurs any expense related to such tax liability, and (iii) Tenant shall have the right to both abate Rental payments to the extent of any such tax liability and/or obtain an injunction prohibiting any such transfer. (d) So long as and to the extent that the Arena Complex is used for purposes authorized by the Act, Landlord, at the request of Tenant and at Tenant's sole expense and in accordance with Section 3.3(g), shall jointly take and pursue such lawful actions with Tenant, including if necessary, judicial actions, as may be available and appropriate, to protect and defend the title of Landlord and the leasehold interest of Tenant in and to the Arena Complex, against the levy, assessment or collection of ad valorem taxes by any governmental body, agency, or political subdivision having the power to levy such taxes. Landlord further agrees not to take any action that may cause the levy, assessment or collection of any such ad valorem taxes. If, for any reason, it should be finally determined that the interests of Landlord or Tenant 7 in and to the Arena Complex and/or any of its properties and facilities as they are configured and used on the Commencement Date for purposes authorized by the Act are no longer exempt from taxation by reason of a change of law or otherwise, then Tenant shall pay such taxes before they become delinquent, subject to Tenant's right of contest as provided in this Lease, and the aggregate amount of such taxes owing and paid to the City as a governmental taxing entity, but not to other taxing jurisdictions, throughout the Term of this Lease shall be applied as a credit against the Rentals due under this Lease pursuant to the terms hereof and/or Landlord shall reimburse Tenant any expense related to the amount of such taxes owing and paid to the City. (e) Notwithstanding anything to the contrary contained herein, all amounts, if any, paid by Tenant to Landlord (but not to other taxing jurisdictions) for (i) any franchise tax, revenue tax, income tax or profit tax imposed by Landlord, if any, or (ii) any succession, transfer, stamp, gift or other tax, if any, which may be imposed and levied against Tenant upon or with respect to any transfer of Landlord's interest in the Arena Complex, or (iii) any sale, excise or use taxes, if any, that are a charge against the Tenant that are imposed on or with respect to the Rentals paid to Landlord, or any taxes similar to any of the above described taxes that are paid as a charge against the Tenant, shall also be applied as a credit against the Rentals due under this Lease pursuant to the terms hereof and/or Landlord shall reimburse Tenant any expense related to the amount of such taxes owing and paid to the City. (f) Further notwithstanding anything to the contrary contained herein, Landlord and Tenant acknowledge and agree that Tenant (or one of its affiliates) and the Fort Worth Independent School District have entered into (or will enter into) a written agreement whereby Tenant (or one of its affiliates) will make certain regular payments to the Fort Worth Independent School District in lieu of paying ad valorem taxes to said district. Tenant shall provide a copy of such written agreement to Landlord upon request. (g) Notwithstanding anything to the contrary, if Landlord undertakes any action (i) requested by Tenant under this Section 3.3 or (ii) that is to be performed at Tenant's cost or expense as provided for in this Lease, then Tenant shall pay all third-party costs, including outside attorney fees and expenses, reasonably incurred by Landlord, or, within thirty (30) days after written demand therefor, reimburse such costs to Landlord; provided, that Landlord has notified Tenant in writing of the anticipated amount of such costs prior to incurring any costs. Notwithstanding the foregoing, Landlord shall be responsible for its own internal administrative and legal expenses associated therewith. Section 3.4 Standing. If Tenant determines that Tenant lacks standing to contest any Impositions or to obtain an extended payment period, Landlord, at Tenant's sole expense in accordance with Section 3.3(g). agrees to join in such contest or otherwise, if and to the extent permitted by Applicable Law, provide Tenant with sufficient authority to obtain such standing. Section 3.5 Utilities. 8 From and after the Commencement Date, Tenant shall pay or cause to be paid all bills for utilities furnished to the Arena Complex as leasehold operating expenses of the Arena Complex, including, but not limited to, bills for water, electricity, gas, telephone, storm drainage, garbage, and sewer. Throughout the Term of the Lease, Landlord shall not unreasonably interrupt the provision of any utility services (within Landlord's control) to the Arena Complex. If a planned temporary interruption of any utility services to the Arena Complex is deemed necessary or appropriate by Landlord for reasons of public health and safety, Landlord shall provide reasonable prior written notice of such interruption to Tenant and shall reasonably cooperate with Tenant to minimize any disturbance to Tenant's use of the Arena Complex. To the extent within Landlord's control, Landlord will not allow Tenant to be charged utility rates greater than those charged to other businesses of comparable classification located in the City and Tenant shall be eligible to take advantage of any of Landlord's negotiated utility rates. Tenant will have reasonable discretion as to the proper amount of usage of the various utilities described above and will have sole discretion regarding the choice of utility providers. ARTICLE 4 Arena Complex Development Section 4.1 Streets. If Tenant requests that any streets or alleys constituting a portion of the Land be permanently closed, Landlord will promptly assist Tenant in the administerial acts associated with the processing of such requests, so as not to unreasonably delay, prevent or otherwise hinder the development or operations of the Arena Complex, subject to all necessary approvals by Plan Commission and City Council. To the extent permitted by Applicable Law, Landlord's cooperation may include, without limitation, executing petitions, applications and other documents to be submitted to governing bodies, approving bodies, and other Governmental Authorities, and, when within the City's administrative authority, granting written approvals, permits or certificates pursuant to Tenant's request. Section 4.2 Improvement Rights, Rights to Alter and Demolish; Intellectual Property; Plans and Specifications. (a) Tenant shall, after the Effective Date, have the right, at its option and in its sole discretion, to develop portions of the Land, and to erect buildings and other improvements and expansions thereon, and to alter, add to, reconstruct, remodel or demolish as often as and whenever Tenant deems proper or desirable, and to devote the same for any lawful uses and purposes, subject to (i) the written consent of Landlord, which shall not be unreasonably withheld, (ii) applicable ordinances, rules, and regulations of the City (as same may have been modified or stayed by virtue of any variances granted with respect to the Arena Complex in accordance with Applicable Law), (iii) the Act, and (iv) the terms and provisions hereof, and as long as such development, demolition, reconstruction and remodeling does not (I) materially interfere with the operation of the Arena Facility for its intended primary purpose pursuant to this Lease or (II) adversely affect the tax-exempt status of the Arena Complex Bonds. Notwithstanding anything herein to the contrary, Tenant's right to demolish as set forth above shall be applicable only to buildings, improvements or expansions constructed after the Arena 9 Complex is constructed in accordance with the Master Agreement, and shall not be applicable to the Arena Complex as initially constructed. Title to all buildings and permanent improvements constructed on the Land, and fixtures attached thereto, shall immediately vest in Landlord and shall continue to reside with Landlord throughout the Term of this Lease, subject to the below and all of Tenant's rights hereunder. If Tenant (or any affiliate thereof or any licensee or subtenant of Tenant) desires to physically attach any fixture or other item to the Arena Complex which is not funded with public funds and is not essential for the reasonable operation of the Arena Facility as a venue project in accordance with the Act ("Private Fixture"), Tenant shall submit a written request to Landlord prior to the attachment or installation thereof. Tenant's request shall include proof satisfactory to Landlord, in Landlord's reasonable discretion, that the Private Fixture is not funded with public funds. Upon approval by Landlord, the Private Fixture shall be included in the Schedule of Private Fixtures, referenced below, which may be amended by the parties from time-to-time. Tenant and Landlord agree to the initial Schedule of Private Fixtures, attached hereto and made a part of this Lease for all purposes. Title to Private Fixtures shall not vest in Landlord. For purposes of illustration, and not limitation, arena light fixtures, spectator seats, toilets and sinks, are essential items, while video monitors, rodeo equipment, horse equipment and Sponsor Signs are Private Fixtures. Private Fixtures may be removed at the expiration or termination of this Lease in accordance with Section 1.5(b). (b) Arena Group shall own all intellectual property rights in, and relating to, the Arena Complex, whether now in existence or created in the future subject to the provisions of the Master Agreement. (c) After the Commencement Date, Landlord and Arena Group shall jointly own all the Plans; provided, however, that neither party shall use any of such Plans for commercial purposes or purposes unrelated to the Arena Complex. Notwithstanding the foregoing, Arena Group shall, subject to the Act, have exclusive rights and benefits to licensing and granting rights in the Plans as contemplated in the Master Agreement. Section 4.3 Easements and Dedications. Easements and Dedications may be granted or dedicated over or within portions of the Arena Complex (or any property owned by Landlord), by plat, replat, grant, deed or other appropriate instrument by Landlord as may be reasonably appropriate or necessary for the development, construction or operation of the Arena Complex, Landlord shall not unreasonably withhold, condition or delay its grant or dedication of Easements and Dedications, subject to all necessary approvals by Landlord's governing body. Provided, however, that it shall not be considered unreasonable of Landlord to withhold the grant or dedication of Easements and Dedications if such Easements and Dedications (a) materially and adversely interfere with other dedicated purposes of such property, (b) could result in structural impairment of vertical improvements on or near the Arena Complex, (c) would result in continuous interference with operations at or near the Arena Complex, or (d) are otherwise prohibited by Applicable Law. In no event shall Landlord grant any Easements and Dedications within the boundaries of the Arena Complex without the prior written consent of Tenant, which shall not be unreasonably withheld, conditioned or delayed (provided, that it shall not be considered unreasonable of Tenant to withhold consent to any such Easements and Dedications which may, in the reasonable 10 estimation of Tenant, affect, disrupt or interfere with the operations or economics of the Arena Facility). Section 4.4 Zoning and Other Governmental Approvals. (a) If Tenant deems it necessary or appropriate to obtain use approvals, zoning approvals, site plan approvals, building permits, temporary or permanent certificates of occupancy, elevator permits, foodservice permits, liquor licenses, permits for any signs on or near the Arena Complex, or any other permit from the City, or any other Governmental Authority having jurisdiction over the Land or any portion thereof or interest therein, Landlord agrees, from time to time, on request of Tenant, to reasonably assist Tenant solely in its capacity as the owner of the fee title or other real property rights and not in its capacity as the owning Governing Authority in obtaining such governmental approvals, as may be appropriate to facilitate the use of the Arena Complex as contemplated and permitted hereunder, and to cooperate in good faith with Tenant in all such efforts. The City's cooperation may include, without limitation, applications and other documents to be submitted to Governmental Authorities, to the extent permitted by Applicable Law and as approved by the governing body or board or commission with review authority. (b) With respect to advertising placed within the boundaries of the Arena Complex, including any marquee, pylon, monument or directional signs, City and Tenant shall reasonably cooperate to negotiate an agreement or plan to maximize signage and signage revenue to Tenant, to the extent permitted by Applicable Law. In addition, Landlord acknowledges that it may be desirable and appropriate for additional signage (including advertising and directional signage) for the Arena Complex to be placed outside the boundaries of the Arena Complex, such as on certain highways, roadways and the like, near the Arena Complex, and the City agrees to negotiate an agreement or plan to provide or assist in obtaining solely in its capacity as the owner of the fee title or other real property rights and not in its capacity as the owning Governing Authority all permits and authorizations required by applicable rules, regulations and ordinances for all such signage as may be reasonably requested by Tenant, to the extent permitted by Applicable Law. (c) Tenant shall have discretion to name or re-name, from time to time, the streets and roadways constituting a portion of the Arena Complex,to the extent permitted by Applicable Law and as approved by the governing body. In addition, Landlord acknowledges that it may be desirable and appropriate for streets and roadways outside of, but adjacent to, the Arena Complex, to be named or re-named, from time to time, with names selected by Tenant and approved by the City and governing body to identify, locate or otherwise promote the Arena Complex or its components. Landlord agrees, from time to time, upon request of Tenant , to provide requests for approval from the governing body required by applicable rules, regulations and ordinances for all such names (and signage therefore) as may be reasonably requested by Tenant, to the extent permitted by Applicable Law. Tenant shall pay the cost for producing and installing any street sign requested by Tenant. Section 4.5 Additional Land Acquisitions. 11 The City agrees to acquire additional parcels of real property to become part of the Land, as set forth and identified in Section 1.4 hereof. Concurrently with Landlord's acquisition of any additional tracts of real property that become a part of the Land, Landlord and Tenant shall execute amendments to this Lease, each in form and content mutually and reasonably satisfactory to each of Landlord and Tenant, describing the additional tracts and all of the Land with particularity. ARTICLE 5 Use of Premises Section 5.1 Use. (a) The Landlord leases the Arena Complex to the Tenant and Tenant leases same from Landlord effective on the Effective Date, and Tenant shall receive possession of the Arena Complex and have the responsibilities and obligations with respect thereto from and after the Effective Date as set forth in and subject to the provisions of Sections 1.2 and 1_4 of this Lease, as well as under and pursuant to this Section. (b) From and after the Commencement Date and throughout the remainder of the Term, and during any Extension Period, Tenant (X) shall use the Arena Complex for the purposes of (i) agricultural, sports, school, community, family, entertainment, exhibition, banquet and similar events, and (ii) operating facilities for other uses in support of such events (which uses may be selected by Tenant in its sole discretion, from time to time, including, without limitation: offices for arena operations; food service establishments; retail establishments; parking structures and other public facilities), and (Y) may also use the Arena Complex for(i) hosting indoor and outdoor events (which events shall be determined by Tenant in its sole discretion, but subject to Applicable Law), and (ii) any other lawful purposes that are not prohibited by the Act (as it exists on the date hereof). In connection with such uses, Tenant may authorize related activities by spectators of sports and entertainment events at the Arena Complex, such as environmentally safe activities in the parking areas of the Arena Complex that do not violate the universally applicable codes and ordinances of the City or other Applicable Law (whether commonly referred to as "tailgating" or otherwise). Throughout the Term, Tenant shall use commercially reasonable efforts to maximize the use of the Arena Facility; provided, however, Landlord shall have no authority to require that the Arena Complex be used to host any particular event or type of event or be used for any purpose which is not economically viable, as determined by Tenant in its reasonable discretion. Landlord acknowledges that it will be commercially reasonable for Tenant to limit use of the Arena Complex based on safety or security concerns, the maintenance requirements of the Arena Complex, scheduling conflicts with other events to be held at the Arena Complex, scheduling conflicts with other events to be held nearby or in the region, the anticipated profitability (or lack of profitability) of hosting any particular event, and other factors or circumstances which may be relevant to the event industry from time to time. (c) Tenant shall have the further right to sublease the Arena Complex (or any portion thereof) or grant licenses to use the Arena Complex (or any portion thereof) to third parties in furtherance of the purposes listed in subsection (c) of this Section, and to grant licenses to 12 individuals to use of seats and suites in the Arena Facility for specific events. Upon the request of Tenant and at Tenant's sole expense in accordance with Section 3.3(g), and to the extent not legally prohibited, Landlord, from time to time, shall provide a written certification to Tenant, a Subtenant or a Leasehold Mortgagee that a particular or contemplated use of the Arena Complex, or any portion thereof, is a permitted use under this Lease. In no event,however, shall Tenant be required to obtain any prior consent from Landlord before engaging (or allowing any Subtenant to engage) in any particular use of the Arena Complex of a type described in subsection (c) of this Section. (d) Notwithstanding the generality of the foregoing, use of any portion of the Arena Complex or other adjacent property for the parking of motor vehicles, by or through the Tenant shall be subject to compliance with the terms and conditions of the Parking Agreement, including, but not limited to, the structuring of the calculation and collection of applicable parking taxes. Section 5.2 Compliance with Laws; Bonds. (a) Tenant agrees not to use the Arena Complex or any components of the Arena Complex for any use or purpose in violation of any valid Applicable Law of the United States, the State of Texas,the City, or other lawful Governmental Authority having jurisdiction over the Arena Complex. Landlord agrees that, so long as neither Landlord nor any portion of the Arena Complex will be subjected to any liability, loss, penalty or forfeiture, Tenant may at its sole cost and expense in good faith contest the alleged violation or the validity, enforceability or applicability of any such Applicable Law. To the extent permitted by Applicable Law, Landlord shall reasonably cooperate with Tenant in order to attempt to structure any proposed law or ordinance in a manner that would minimize its effect on the use of the Arena Complex. (b) Tenant agrees not to use the Arena Complex or any components of the Arena Complex in a way that adversely affects the tax-exempt status of the Arena Complex Bonds or otherwise conflict with official City disclosures made in connection with the issuance of the Arena Complex Bonds. Section 5.3 Net Lease, Maintenance. (a) As provided in Section 13.14 hereof, Tenant acknowledges and agrees that this Lease is a "net lease" and that Tenant takes the Arena Complex "as is and where is," and in the condition in which found, and that, except as set forth in Section 12.1 hereof, the Landlord makes no warranty of any nature or kind with respect to the Arena Complex regarding its condition or its usefulness for any purpose or otherwise. (b) From and after the Commencement Date, the Tenant shall, at its sole cost and expense, continuously maintain and keep all permanent improvements or buildings that from time to time may be a part of the Arena Complex in a reasonably good state of repair, reasonable wear and tear excepted. 13 (c) Upon the expiration of the Term or earlier termination by Landlord pursuant to Section 9.4(c), Tenant shall deliver the Arena Complex and all components of the Arena Complex then situated thereon in a reasonably good state of repair, reasonable wear and tear, obsolescence, acts of God and loss by casualty excepted, and free of any mechanic's, materialman's, or other lien that first arose as a result of Tenant's, or an affiliate of Tenant's, failure to pay a monetary obligation when due. Upon such expiration or termination, Tenant shall additionally deliver to Landlord all building systems training, operation and maintenance manuals for the Arena Complex that are in Tenant's possession or control and that have not theretofore been furnished to Landlord. (d) With regard to casualties damaging any portion of the Arena Complex, Tenant will, within a reasonably practical time after the date of a casualty (taking into consideration factors that could reasonably be expected to affect the timing of a repair or reconstruction project, including, without limitation, the extent of the casualty, the availability of insurance proceeds, and the availability of governmental permits), commence the work of repair, reconstruction or replacement of the damaged improvements (or any other improvement deemed appropriate by Tenant, if in compliance with the requirements hereof). Notwithstanding the preceding sentence, if Tenant determines that either (X) the Arena Facility or any material Related Infrastructure shall be damaged or destroyed to an extent greater than fifty percent(50%) of the then-replacement value of the Arena Facility or material Related Infrastructure, or to an extent such that the Arena Facility cannot economically and feasibly be used by Tenant, or(Y) at any time during any Extension Period(if applicable) or during the final thirty-six (36)months of the Thirty-Year Period, the Arena Facility, or any improvements necessary for the operation thereof, shall be damaged or destroyed to an extent greater than twenty-five percent(251/0) of the then-replacement value of the Arena Facility or material Related Infrastructure,then Tenant shall have the option, within six (6) months from the date of such casualty event, to terminate this Lease by giving written notice of such termination to Landlord within such six (6) month period and this Lease shall terminate as of the termination date specified in such notice to Landlord, which shall not be less than thirty(30) days after the date of such notice. Tenant's election to not terminate the Lease or Tenant's failure to timely deliver to Landlord notice of its election to terminate the Lease, time being of the essence, shall obligate Tenant to repair or reconstruct the damaged improvements in accordance with this Section 5.3(d). It is provided, however, if any of the Obligations have not been paid in full at the time Tenant terminates this Lease under this Section 5.3(d), Tenant shall be required to pay the applicable Obligations Repayment Costs. Upon the termination of this Lease as provided in this Section 5.3(d), Tenant shall pay all Rental and other sums payable by Tenant hereunder as justly apportioned to such date of termination. If Tenant is obligated to, or elects to, repair or reconstruct the improvements following the occurrence of a casualty, Tenant may, at its sole discretion, repair or reconstruct the improvements to a condition or standard that is different than, or less than, the condition and standard of the Arena Complex as originally constructed. For purposes of illustrating (but not limiting) the preceding sentence, the Arena Facility may be repaired or reconstructed to a condition or standard that is smaller, accommodates fewer spectators, uses different building materials, or features less-technologically advanced amenities, than the Arena Facility as originally constructed. If Tenant is obligated to, or elects to, repair or reconstruct the improvements following the occurrence of a casualty but, during the period from the casualty 14 until the repair of the improvements, the Arena Facility is in Untenantable Condition, Tenant may elect to extend the Term of the Lease for a period of time (the "Casualty Extension Period") equal to the Untenantable Period. Unless Tenant has otherwise terminated this Lease in accordance with this Section 5.3(d), Tenant shall continue to pay all Rental due during any such Untenantable Period, as and when the same is due and payable hereunder; and the amount of Rental due during the Casualty Extension Period shall then be equal to the Extension Period Rent which would have otherwise been due at such time (regardless of whether the Untenantable Period occurred during the Thirty Year Period or an Extension Period), but the amount of any such Rental payable by Tenant during such a Casualty Extension Period shall be credited and reduced by the amount of Rental paid by Tenant during the Untenantable Period preceding such Casualty Extension Period. Tenant's election to enter into the Casualty Extension Period shall not be deemed as an exercise of an Extension Option and shall not preclude Tenant from later exercising any Extension Option. Upon Tenant's election to enter into the Casualty Extension Period, Tenant and Landlord shall execute an amendment to this Lease evidencing the commencement date,termination date, and Rental due during the Casualty Extension Period. (e) Notwithstanding anything herein to the contrary, Landlord shall, at its sole cost and expense, continuously maintain,reconstruct or replace and keep all Public Art that from time to time may be a part of the Arena Complex in a reasonably good state of repair, and with regard to casualties damaging any or all portions of Public Art, Tenant shall have no obligation to repair,reconstruct or replace such damaged Public Art. Section 5.4 Operational Standards for Tenant. (a) The Arena Complex shall be operated in a reasonable and prudent businesslike manner. Tenant shall, subject to the terms and provisions hereof, have full control of the operation and management of all components of the Arena Complex. (b) Without limiting the generality of the foregoing, such control by Tenant shall include and extend to (i) the use of the Arena Complex for all purposes incident thereto, (ii) the charges to be made for and the terms of admittance to the various components of the Arena Complex, or the leasing of commercial space therein, including signage, for privileges for entertainment and amusement, and for parking, food, beverages and other concessions, (iii) employee relations and policies, (iv) all phases of promotion and publicity with respect to the Arena Complex, (v) the right to use, grant access to and control the parking areas and parking facilities from time to time located on the Arena Complex, including the right to limit its use to persons attending public events at the Arena Facility, office tenants, officers, employees, agents, contractors, suppliers, service providers, shippers, and other business guests of the Arena Complex. (c) Tenant shall have the full right to grant licenses, concessions, use and occupancy agreements, subleases, management agreements, operating agreements and any and all other agreements of any nature relating to the Arena Complex or any component thereof on such terms as Tenant deems appropriate, for periods not extending beyond the Term, for all events performed therein. 15 Section 5.5 Operating Revenues. Subject to its subleases and/or other agreements (including without limitation license and/or concession agreements) with third parties, Tenant shall have the full right to collect and own as Tenant's exclusive property all revenues, profits, royalties, payments of every kind and rentals derived from, produced within or associated with the Arena Complex or any component thereof, including, without limitation, all sublease and other rental or license fees, admission ticket revenue, all parking fees, all revenues derived from the sale of programs, novelties and concessions, all sponsorship revenues and facility naming revenues, all radio, television, cablecast, pay television and any other broadcasting revenues of any type whatsoever, irrespective of method of transmission or whether derived from the sale of broadcasting rights, broadcast advertising or other sources of revenue relating to broadcasting during the Term, and all advertising and signage revenues of any type whatsoever, including but not limited to revenues from the sale of advertising and signage on scoreboards and in all other places on the Arena Complex. Section 5.6 Excess Operating Revenues. Tenant shall retain any and all operating surpluses resulting from the operation of the Arena Complex and shall use the surpluses to fund (i) an operating reserve fund; (ii) an Arena Complex capital maintenance fund; (iii) an Arena Complex capital improvement fund; (iv) advance payments on outstanding Incremental Funding, if any; and (v) payments, advance or otherwise, of any third party financing capital, if any. Deposits by Tenant into any of the funds may be invested in any manner in Tenant's sole discretion. Funds in the Arena Complex capital improvement fund may be used in the Tenant's sole discretion for capital improvements or maintenance to the adjacent Will Rogers Memorial Center complex, subject to the review and approval of Landlord, or to the Arena Group Surface Parking. Upon termination or non-renewal of this Lease, any funds remaining in the operating reserve fund shall accrue to the City therefore lessening the burden on the City and shall be used solely for the purpose of Arena Complex operations. Upon termination or non-renewal of this Lease, any funds remaining in the capital maintenance fund shall accrue to the City therefore lessening the burden on the City and shall be used solely for the purpose of Arena Complex capital maintenance. Upon termination or non- renewal of this Lease, any funds 'remaining in the capital improvement fund shall be used first to fund any outstanding principal and interest on any Incremental Funding; funds remaining in the capital improvement fund after provision has been made for all such outstanding Incremental Funding shall accrue to Tenant and may be used in Tenant's sole discretion for any lawful purpose related to the Tenant's charter. Section 5.7 Marketing Rights. Landlord and Tenant acknowledge and agree that Tenant's right to control, operate and manage the Arena Complex shall include, without limitation, the marketing rights consistent with the Master Agreement. Section 5.8 Security/Traffic Management, Reimbursement of Costs. 16 (a) Landlord and Tenant shall reasonably cooperate with each other to establish a security and traffic management staffing matrix prior to the opening of the Arena Facility, including planning deadlines, based on the size and type of event, and will continue to cooperate on any necessary changes to the staffing matrix throughout the term of the Lease. The matrix shall serve as a general guide that will be reasonably applied to the needs of specific events, in coordination with the Will Rogers Memorial Center (WRMC) police liaison to ensure the safety of event patrons and to minimize the impact on on-duty police personnel. For each event, Tenant and the WRMC police liaison shall cooperate to ensure coordination of multiple simultaneous events on the WRMC campus. To the extent permitted by Applicable Law, and in order to facilitate Tenant's use of the Arena Complex, Tenant, at Tenant's sole cost and expense as an ongoing operating expense, shall hire appropriate resources for security and traffic control for Arena Complex events. Rates, including holiday provisions and minimum hours, shall be consistent with those established for other events on the WRMC campus. In the event that there are multiple simultaneous events on the WRMC campus that require traffic control, the event holders may share resources and the cost in an equitable manner as agreed upon during the coordination requirement noted above. (b) Tenant shall use off-duty Fort Worth peace officers for traffic control. Tenant may use a combination of off-duty Fort Worth peace officers and private resources for internal security so long as it is reasonably consistent with the agreed upon staffing matrix. All off-duty Fort Worth peace officers shall be paid directly by Tenant. Tenant may use off-duty peace officers from other jurisdictions for security or traffic control with the approval of the WRMC police liaison so long as they will be under the supervision of an off-duty Fort Worth police supervisor. If the City cannot or will not provide Fort Worth peace officers for an event at the Arena Complex, Tenant may, at its option and in its sole discretion,proceed with the event. (c) If additional resources outside of normal traffic and security planning are requested by Tenant, such as a fire watch for fireworks, Tenant agrees to reimburse the City for its actual costs of providing police, fire, security, and other municipal services in connection with events conducted at the Arena Complex (other than those services that the City routinely and generally provides to other commercial establishments in the City). Tenant shall use its reasonable judgment to determine, reasonably in advance of any events at the Arena Complex, the police, fire and other municipal services staffing required for such event, and the amount of any such costs for which Tenant will be responsible before such costs are incurred. The costs charged to Tenant for such services shall be at the lowest rates then generally made available by the City for such services. If the aforementioned expenses are eligible for reimbursement from any other funding source, such other funds will be credited to the expenses of the Tenant. (d) Tenant may close, redirect the traffic flow of, or otherwise restrict access to, streets to and around the Arena Facility on event days, to the extent permitted by the City's Department of Public Events and under the supervision and direction of such department. Landlord shall cause its Department of Public Events to reasonably cooperate with the Tenant regarding the designation and manner of such street closure and restrictions; provided, that Tenant shall, in addition to any costs required to be paid by Tenant under Section 5.8(b) above, be responsible for the payment of the City's customary cost of setting any barricades in connection with such street closures or traffic controls. 17 (e) Hazardous Materials. Tenant shall not, and shall not allow any of Tenant's contractors, representatives, invitees, subtenants, or licensees to use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Arena Complex except in a manner and quantity necessary for the ordinary performance of Tenant's business, and then in compliance with all Applicable Laws regarding Hazardous Materials. Tenant (i) shall furnish or cause to be furnished to Landlord copies of any soils and other geotechnical reports that Tenant may obtain relating to the Land, promptly after receipt thereof, and (ii) shall use good faith efforts to have the entities that rendered such reports include the City as an additional addressee and/or cause such reports to contain a statement that expressly permits the City to be able to rely on each such report. If Tenant breaches its obligations under this Section 5.8(e), Landlord may, following reasonable advance notice in writing to Tenant (except in the event of an emergency) and the continuation of such breach following such notice period, take any and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean up or remediate any contamination resulting from Tenant's use, generation, storage or disposal of Hazardous Materials. Tenant shall indemnify, defend and hold harmless Landlord, of and from any and all liabilities, assessments, suits, damages, costs and expenses, attorney's fees and judgments ("Liabilities") related to or arising out of(a) the breach of any of the agreements of Tenant under this Section 5.8(e), or (b) Tenant or Tenant's contractors, representatives, invitees, subtenants, or licensees use, generation, storage, handling, installation, treatment or disposal of Hazardous Materials on the Arena Complex, including any cleanup, remedial, removal, or restoration work required by the Applicable Laws, excluding any Liabilities arising out of pre- existing conditions on the Land or Landlord's negligence, or misconduct. Such indemnification shall survive the expiration or termination of this Lease. In no event shall Tenant be required to take any remedial action with respect to Hazardous Materials which were introduced to the Arena Complex prior to Landlord's acquisition of such parcel (and in no event before the Effective Date), unless Landlord and/or Tenant is otherwise mandated by Applicable Law. Upon the termination of this Lease, Tenant shall be permitted to surrender the Arena Complex to Landlord subject to any physical conditions which were present on each parcel of Land prior to Landlord's acquisition of such parcel (and in any event before the Effective Date), unless otherwise required to be removed, by Applicable Law, during the Term. ARTICLE 6 Insurance and Indemnity Section 6.1 Liability Insurance. Tenant agrees, at its sole expense, to obtain and maintain public liability insurance at all times during the Term with responsible insurance companies rated A-VII or better by A.M. Best, legally authorized to transact business in the State of Texas,with limits of at least$1,000,000 per occurrence and $2,000,000 annual aggregate for personal injury to or death of any person or persons and property damages, protecting Landlord, by naming Landlord as an additional insured, and Tenant against any liability, damage, claim or demand in any way arising out of or 18 connected with the condition or use of the Arena Complex. Such insurance coverage may be maintained by any combination of single policies and umbrella policies and may be obtained and maintained by a Subtenant with respect to that portion of the Arena Complex subleased to such Subtenant. Section 6.2 Property Insurance. At all times during the Term, Tenant shall at its sole expense but subject to reimbursement by Landlord as set forth in this Section 6.2, keep all buildings and structures included in the Arena Complex insured against loss or damage by fire, with extended coverage (if obtainable) to include direct loss by fire, windstorm, hail, explosion (other than boiler explosion), riot, civil commotion, terrorism (if available on commercially reasonable terms and cost), and smoke, with responsible insurance companies legally authorized to transact business in the State of Texas. Such insurance shall be in an amount sufficient to pay the applicable Obligations Repayment Costs. Prior to the Commencement Date, Landlord shall obtain a quote for insurance coverage in similar amounts and form as required of Tenant under this Section 6.2. Landlord shall pay to Tenant on an annual basis an amount reimbursing Tenant for carrying the property insurance policy that is the lesser of(i) Landlord's quote, and (ii) Tenant's actual cost less any cost for Tenant's business interruption insurance policy described in Section 6.3 (if such business interruption policy cost is included in the aggregate property policy cost). Any premium refunds shall accrue to Tenant's benefit up to and not exceeding ten percent (10%) of annual premium costs and any amount in excess of ten percent (10%) of annual premium costs shall be split on a pro rata basis among Tenant and Landlord. Section 6.3 Business Interruption Insurance. Tenant may, at its sole expense, obtain and maintain business interruption insurance at all times during the Term with responsible insurance companies rated A-VII or better by A.M. Best, legally authorized to transact business in the State of Texas. Section 6.4 Workers Compensation. Tenant must obtain and maintain statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. The Workers' Compensation policy shall include a waiver of subrogation (right of recovery) in favor of Landlord. Section 6.5 Policies. All insurance policies required by this Article shall provide for at least thirty (30) days' written notice to Landlord before cancellation and certificates of insurance shall be delivered annually to Landlord and the form and substance thereof shall be subject to the approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed). Landlord agrees that such policies may provide for such deductibles as Tenant determines to be commercially reasonable. If any blanket general insurance policy of Tenant complies with the terms of these provisions, the naming of Landlord therein as an additional insured shall be 19 deemed compliance with the requirements for the insurance coverage provided in any such blanket policy. Section 6.6 Named Insureds;Adjustment of Losses. Landlord shall be named as an additional insured under any of such property insurance policies required under Section 6.2 hereof, and loss payee as its interest may appear on such property policies. At the request of Tenant at any time during the Term, any Leasehold Mortgagee may be named as an additional insured under any of such property insurance policies required under Section 6.2 hereof, as its interest may appear. Any loss under any such property insurance policy required under Section 6.2 hereof shall be made payable to an "Insurance Trustee" for the benefit of Landlord and Tenant, to the end that the Insurance Trustee shall be entitled to collect all money due under such insurance policies payable in the event of and by reason of the loss of or damage to the Arena Complex, to be applied pursuant to Section 6.7 below. Any accumulation of interest on the insurance proceeds collected by the Insurance Trustee shall be added to, and become a part of, the trust fund being held by the Insurance Trustee for the benefit of Landlord and Tenant. The adjustment of losses with the insurer shall be made by the Insurance Trustee only after securing the approval of Landlord and Tenant, such approval not to be unreasonably withheld. Section 6.7 Application of Proceeds of Property Insurance. All proceeds payable pursuant to the provisions of any policies of property insurance required to be carried under the terms hereof shall be applied for the following purposes: (a) Unless this Lease is terminated in accordance with its terms, all proceeds shall first be used, subject to any other terms and conditions contained in this Lease, as a fund for the restoration, remodel or repair of the portion of the Arena Complex, and of any and all buildings, improvements and equipment included therein, which have become destroyed or damaged and for which such proceeds are payable; and (b) If this Lease is terminated in accordance with its terms, proceeds shall be disbursed to the Insurance Trustee to the extent of and for application to the payment of the Obligations Repayment Costs. (c) Any funds not disbursed pursuant to Section 6.7(a) and Section 6.7(b) above shall be applied, subject to the terms of any Leasehold Mortgage, as directed by Tenant. Section 6.8 Indemnity. From and after the Commencement Date, Tenant agrees to indemnify Landlord against, and to hold Landlord harmless from any and all liabilities, damages, claims or demands for property damage or loss and/or bodily injury, including death, to any person or persons, arising out of or in connection with the physical condition of the Arena Complex during the Term; except to the extent any such liabilities, damages, claims or demands are caused by the negligence or willful acts of Landlord or any of Landlord's officers, agents, representatives or 20 employees. The preceding sentence shall not be construed to create any obligations or liabilities of Landlord which do not already exist as a matter of law or are not expressly set forth herein. Section 6.9 Waiver of Subrogation for Property Insurance Claims. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each covenants that no property insurance insurer shall hold any right of subrogation against the other Party related to any and all rights of recovery, claims, actions or causes of action against the other, its agents, servants, partners, shareholders, officers or employees, for any loss or damage that may occur to the Arena Complex or any improvements thereto or any personal property of such party therein, by reason of fire,the elements, or any other cause which is insured against(or which is required hereunder to be insured against), regardless of cause or origin, including negligence of the other party hereto, its agents, officers, partners,shareholders,servants or employees. If the respective insurer of Landlord and/or Tenant does not permit such a waiver without an appropriate endorsement to such Party's insurance policy, then Landlord and Tenant each covenant and agree to notify its insurer of the waiver set forth herein and to secure from such insurer an appropriate endorsement to its respective insurance policy with respect to such waiver. ARTICLE 7 Assignment and Subletting Section 7.1 Assignment. Tenant shall have the right to assign all of the leasehold estate created hereby, or all of the rights of Tenant hereunder to Assignee, so long as this Lease remains a "net lease" as described in Section 13.14 hereof; provided that, subject to any rights of a Leasehold Mortgagee otherwise provided for in this Lease, at least forty-five (45) calendar days prior to the effectiveness of any such assignment, (i) Tenant must deliver written notice to Landlord of the name of the proposed Assignee so that the City may verify with its bond counsel that the assignment will not adversely affect the tax-exempt status of the Arena Complex Bonds or otherwise conflict with official City disclosures made in connection with the issuance of the Arena Complex Bonds and (ii) the proposed Assignee must demonstrate adequate assurance, with proof satisfactory to Landlord in Landlord's sole discretion, of the resources and ability of Assignee to generate sufficient income to meet the obligations of Tenant under the Lease, including but not limited to the capital expenditures required herein. If Landlord notifies the Tenant within thirty (30) calendar days following receipt of such notice that, in the Landlord's reasonable opinion, after consulting with its bond counsel, the assignment could adversely affect the tax-exempt status of the Arena Complex Bonds or otherwise conflict with official City disclosures made in connection with the issuance of the Arena Complex Bonds, the assignment will not take effect. If Landlord notifies the Arena Group that the assignment is permissible or if the Landlord fails to provide the Tenant with any written objection within thirty (30) calendar days following receipt of the Tenant's notice, the assignment shall be deemed to take effect Upon any such assignment, the Assignee shall be deemed to have taken such assignment subject to the terms and conditions of this Lease and Assignee shall not adversely affect the tax-exempt status of the Arena Complex Bonds. Except as provided below, Tenant shall remain liable to 21 Landlord for all liabilities or obligations of the tenant provided under this Lease pertaining to the Arena Complex, including but not limited to the obligations of Tenant set forth in Articles 2 and 3 hereof,unless expressly released in writing therefrom by Landlord. Section 7.2 Subletting. Tenant shall have the right at any time, without the consent of Landlord, but subject to the terms and provisions of this Lease, to sublet, license or otherwise assign the rights of use to seats, suites, concessions or any other portion of the Arena Complex (or the entire Arena Complex) as Tenant shall desire, including, but not limited to, concourses, club areas, parking areas, walls, signs and billboards located within or associated with the Arena Complex. Provided, however, Tenant or sublessee shall not, through actions or omissions, adversely affect the tax-exempt status of the Arena Complex Bonds and if such adverse effect occurs, the sublease, license or other rights of use set forth above shall terminate as soon as practicable sixty (60) days after Tenant receives written notice that such adverse effect has occurred unless,within that sixty (60) day period, Tenant and Landlord agree to reasonably cooperate on a plan to cure the adverse effect in a reasonable time frame and Tenant agrees to diligently pursue such cure. Tenant shall include a provision in all its subleases, licenses and rights of use to effect termination as soon as practicable after subtenant or licensee receives written notice and an opportunity to cure any occurrence of any adverse effect on the tax-exempt status of the Arena Complex Bonds. Section 7.3 Nondisturbance Agreement. Upon the written request of Tenant, Landlord will enter into a Nondisturbance Agreement with any Subtenant that is not an affiliate of Tenant. The Nondisturbance Agreement shall include such reasonable provisions as requested by the Subtenant, subject to the approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), but in any event shall (i) reaffirm Landlord's ownership of the Arena Complex, (ii) confirm (if true) that this Lease is in full force and effect without default by Tenant (or, if a default exists, specifying the default and the remedy required by Landlord), and(iii)provide, in substance, that, so long as the Subtenant complies with all of the terms of its sublease, Landlord, in the exercise of any of its rights or remedies under this Lease, shall not deprive the Subtenant of possession, or the right of possession, of the subleased property during the term of the sublease, or join the Subtenant as a party in any action or proceeding to enforce or terminate this Lease or obtain possession of the property leased in the sublease for any reason other than pursuant to the terms of the Lease or the sublease which would entitle Landlord to dispossess the Subtenant thereunder, provided that (a) such Nondisturbance Agreement shall not cover any period beyond the Term, and (b) simultaneously with the execution of the Nondisturbance Agreement, the Subtenant, at the request of Landlord, shall agree in writing that, in the event of any termination of this Lease prior to the expiration of its Term, the Subtenant shall be deemed attorned to Landlord, and shall become a tenant of Landlord under its sublease or other agreement, with all rental or other fees thereunder payable to Landlord from and after the date of such attornment. Section 7.4 General Provisions. 22 Tenant shall, in connection with any assignment or sublease, provide notice to Landlord of the name, legal composition and address of any assignee or Subtenant. In addition, Tenant shall provide Landlord with a description of the nature of the assignee's or Subtenant's business to be carried on in the Arena Complex. In no event, however, shall Tenant be required to provide Landlord with a copy of any assignment agreement or sublease. Section 7.5 Landlord's Assumption of Obligations. Landlord shall, upon the termination of this Lease, assume Tenant's obligations under any agreement, instrument or obligation related to the Arena Complex to which Tenant is a party or by which the Arena Complex or any portion thereof is bound that continue beyond the termination of this Lease, and Landlord must use good faith efforts to honor such obligations. ARTICLE 8 Leasehold Mortgages Section 8.1 Leasehold Mortgage Permitted. Tenant or Arena Group shall from time to time and at any time have the right to grant a Leasehold Mortgage, and in such event, upon Tenant's written request to Landlord, Landlord will execute and deliver a reasonable estoppel certificate and recognition agreement, each addressed to the Leasehold Mortgagee under such Leasehold Mortgage setting forth the information described in Section 13.2 hereof, confirming the terms of this Article 8; and providing Landlord's agreement to recognize the Leasehold Mortgagee or any purchaser of the Arena Complex at foreclosure in the same manner as an assignee pursuant to Section 7.1 hereof. Landlord agrees to accept amendments of this Lease, subject to City Council approval if necessary, which are reasonably requested by a Leasehold Mortgagee prior to the execution of its Leasehold Mortgage which are reasonably calculated to protect the Leasehold Mortgagee's interest in this Lease under its Leasehold Mortgage and do not, in the reasonable opinion of Landlord, materially diminish the rights of Landlord under this Lease. Notwithstanding the foregoing, no Leasehold Mortgagee shall by virtue thereof acquire any greater right in the Arena Complex and in any building or improvements thereon than Tenant then had under this Lease, and provided further that any Leasehold Mortgage and the indebtedness secured thereby shall at all times be and remain inferior and subordinate to all of the conditions, covenants and obligations of this Lease and to all of the rights of Landlord hereunder. In no event shall Tenant or Arena Group have the right to encumber, subordinate or render inferior in any way Landlord's fee simple title and reversionary interest in and to the Arena Complex; except as expressly set forth to the contrary in any of the Project Documents. Section 8.2 Notices to Leasehold Mortgagees. If at any time after execution and recordation of any Leasehold Mortgage in the Real Property Records of Tarrant County, Texas, in accordance with the provisions of Section 8.1. the Leasehold Mortgagee or Tenant shall notify Landlord in writing that the Leasehold Mortgage on the Arena Complex(or portion thereof)has been given and executed by Tenant, and shall furnish Landlord at the same time with the address to which Leasehold Mortgagee desires copies of 23 notices to be mailed, or designates some person or corporation as its agent and representative for the purpose of receiving copies of notices, Landlord hereby agrees that it will thereafter mail to Leasehold Mortgagee and to the agent or representative so designated by the Leasehold Mortgagee, at the address so given, duplicate copies of any and all notices in writing which Landlord may from time to time give or serve upon Tenant under and pursuant to the terms and provisions of this Lease, or in connection herewith, and any and all pleadings in suits filed by Landlord against Tenant, as applicable. No notice to Tenant shall be effective as to Tenant or Leasehold Mortgagee unless duplicate copies thereof are mailed to such Leasehold Mortgagee at the same time the notice is given or served upon Tenant. Section 8.3 Leasehold Mortgagee's Right to Cure. If Landlord shall ever be entitled to exercise a remedy hereunder, after the giving of notice or the passage of time, as applicable, Landlord, subject to notification by Leasehold Mortgagee pursuant to Section 8.2 above, shall deliver additional written notice to Leasehold Mortgagee of Landlord's intention to so terminate this Lease or exercise any other remedy and describing the existing defaults, and Leasehold Mortgagee thereafter shall have thirty (30) days to cure the defaults described in such written notice. Notwithstanding the foregoing, but subject to the provisions of Section 9.2 hereof, in the event(i) such default is not capable of cure within such 30-day period, this Lease may not be terminated, or other remedy exercised, if Leasehold Mortgagee shall deliver to Landlord, within such 30-day period, written notice of Leasehold Mortgagee's intention to cure the specified defaults and shall commence and diligently pursue the cure of the specified defaults and such defaults by reason of such due diligence are cured within ninety (90) days of the date of such notice, or (ii) any Leasehold Mortgagee is not in actual possession of the Arena Complex on the date of the additional notice given the Leasehold Mortgagee under this Section 8.3, and possession is necessary in order to cure any default, then the time within which such Leasehold Mortgagee may commence to cure such default shall be extended for a reasonable time not to exceed ninety (90) days until such Leasehold Mortgagee can obtain actual possession. No purported termination of this Lease, or other exercise of remedy, shall be effective until such written notice shall have been given to Leasehold Mortgagee and such 30-day period, or additional time period as provided above, shall have expired without the described defaults having been cured. Leasehold Mortgagee may, at its option any time before the rights of Tenant under this Lease shall have been terminated,pay any of the Rentals due hereunder, procure any insurance required hereunder, pay any installments due with respect to the Obligations, make any repairs and improvements required hereunder, or do any other act or thing or make any other payment required of Tenant by the terms of this Lease or which may be necessary and appropriate to comply with the covenants and conditions of this Lease to prevent the termination of this Lease. All payments so made and all things so done and performed by any such Leasehold Mortgagee shall be as effective to prevent a forfeiture of the rights of Tenant hereunder as if performed by Tenant. Section 8.4 New Lease. Notwithstanding anything to the contrary contained in this Lease or otherwise, in the event of termination of this Lease for any reason prior to the stated expiration date, Landlord shall promptly notify all Leasehold Mortgagees of such termination. If the Leasehold Mortgagee 24 having the highest priority with respect to this Lease, cures all defaults giving rise to such termination as provided below. Landlord shall enter into a new lease of the Arena Complex with such Leasehold Mortgagee for the remainder of the Term, such new lease to be effective as of the date of termination of this Lease, at the Rental and other payments then payable under Article 3 hereof, and upon all of the same terms, conditions, covenants, agreements, provisions and limitations contained herein, subject to the following: (a) The Leasehold Mortgagee entitled to the new lease shall make written request to Landlord for a new lease within sixty (60) days after receipt by the Leasehold Mortgagee of written notice from Landlord of the date of termination of this Lease; and (b) At the time of the execution and delivery of the new lease, the Leasehold Mortgagee shall pay to Landlord all amounts specified in the notice of termination delivered by Landlord which would have been due hereunder except for such termination and which are currently due except for such termination, and shall promptly cure all other defaults giving rise to such termination. The provisions of this Section 8.4 shall survive the termination of this Lease and shall continue in frill force and effect thereafter to the same extent as if this Section 8.4 was a separate and independent contract among Landlord, Tenant and any Leasehold Mortgagee. Section 8.5 Leasehold Mortgagee's Liability. Unless a new lease shall have been executed pursuant to Section 8.4 above, no Leasehold Mortgagee shall be or become personally liable to Landlord as an assignee of this Lease, for the payment or performance of any obligation of Tenant unless and until it expressly assumes by written instrument the payment or performance of such obligation, and no assumption of liability shall be inferred from or result from foreclosure or other appropriate proceedings in the nature thereof or as the result of any other action or remedy provided for by any Leasehold Mortgage, or from a conveyance or assignment pursuant to which any purchaser at foreclosure shall acquire the rights and interest of Tenant under the terms of this Lease; provided, however, any such assignee or purchaser must timely and diligently perform all obligations of Tenant hereunder. Section 8.6 No Modification or Surrender. During such time as Tenant's leasehold estate is subject to a Leasehold Mortgage, this Lease may not be modified or voluntarily surrendered without the prior written consent of the Leasehold Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayed. ARTICLE 9 Default of Tenant Section 9.1 Monetary Defaults by Tenant. In the event of a failure on the part of Tenant to pay Rentals and the other amounts payable hereunder when due and the continuation of such failure for ten (10) days after the date such Rentals or other amounts are due hereunder, then and in such event Landlord shall have the 25 full right at Landlord's election to take any of the remedies set forth in Section 9.4 hereof, provided, however, Landlord may not terminate this Lease until Tenant has been provided with written notice of such failure (which notice shall include in bold or otherwise conspicuous print and manner the statement that "FAILURE OF TENANT TO CURE THE DESCRIBED MONETARY DEFAULT BY PAYMENT OF THE DELINQUENT AMOUNT TO LANDLORD WITHIN TEN (10) DAYS FOLLOWING TENANT'S RECEIPT OF THIS NOTICE MAY RESULT IN TERMINATION OF THE LEASE") and Tenant's failure then continues for ten(10) days after Tenant's receipt of such notice. Section 9.2 Non-monetary Defaults by Tenant. In the event of any material breach of any covenant of this Lease by Tenant other than the failure to pay Rentals when due, then and in such event Landlord shall have the right to give to Tenant and to each Leasehold Mortgagee in accordance with the provisions of Section 8.2 hereof a written notice specifying such breach, and unless within thirty(30) days from and after the date such notice is so given, Tenant or (except as may be otherwise provided in Article 8 above) any Leasehold Mortgagee shall have commenced to remove or to cure such breach and shall be proceeding with continuous and reasonable diligence to completely remove or cure such breach within such time as is reasonably practical, taking into consideration all applicable circumstances, then Landlord shall have the full right at Landlord's election to take any of the remedies set forth in Section 9.3 hereof; provided, however, that if any Leasehold Mortgagee is not actually in possession of the Arena Complex at the time of such default,then the time within which such Leasehold Mortgagee may commence to cure such default shall be extended for a reasonable time not to exceed ninety (90) days. Notwithstanding the foregoing provisions of this Section 9.2, it is further provided that the following shall be events of default of Tenant hereunder entitling Landlord without notice to exercise any of the remedies set forth in Section 9_4 hereof: (i) the making of any general assignment for the benefit of creditors by Tenant; (ii) the filing of a voluntary petition in bankruptcy or a voluntary petition for an arrangement or reorganization under the United States Federal Bankruptcy Act (or similar statute or law of any foreign jurisdiction) by Tenant; (iii) the appointment of a receiver or trustee for all or substantially all of Tenant's interest in the Arena Complex or its leasehold estate hereunder if not removed or stayed within sixty (60) days; and (iv) the entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating Tenant to be bankrupt, and the expiration without appeal of the period, if any, allowed by Applicable Law in which to appeal therefrom. Section 9.3 Cross-Defaults of Tenant Under the Master Asreement. It is expressly agreed and provided that a default beyond all applicable cure periods by Tenant, or any affiliate of Tenant, under the Master Agreement, shall constitute an event of default of the Tenant, under this Lease entitling Landlord, without notice, to exercise any of the remedies set forth in Section 9.4 hereof. Section 9.4 Remedies. Upon Landlord becoming entitled to pursue Landlord's remedies against Tenant, as provided in Sections 9.1, 9_2 and 9_3 above, and subject to the additional rights of any Leasehold 26 Mortgagee to cure existing defaults pursuant to Section 8.3 hereof (which remains uncured beyond the expiration of any applicable grace, notice or cure period), Landlord may declare Tenant in default under this Lease and (a) enforce the performance of this Lease, (b) pursue any remedy in any manner provided and permitted by Applicable Law or in equity, including specific performance or damages, (c) terminate Tenant's right of possession under this Lease, and/or (d) terminate this Lease at Landlord's discretion. Upon Landlord's election to terminate this Lease, this Lease shall cease and come to an end as if that were the day originally fixed herein for the expiration of the Term. All amounts actually and reasonably expended by Landlord to cure any default or to pursue remedies hereunder shall be paid by Tenant to Landlord upon demand and shall be in addition to the Rentals and other payments otherwise payable hereunder.All remedies of Landlord under this Lease shall be cumulative, and the failure to assert any remedy, and any waiver of any event of default, shall not be deemed to be a waiver of such remedy or event of default at later dates. Any amounts due to Landlord pursuant to this Section 9.4 shall be limited by the provisions of Section 13.19 hereof. ARTICLE 10 Default of Landlord Section 10.1 Defaults. In the event of any breach of any specifically and expressly identified obligation, representation or warranty of Landlord contained in this Lease, then and in such event Tenant shall have the right to execute and deliver to Landlord a written notice specifying such breach or the occurrence of such event, and unless within thirty (30) days from and after the date of delivery of such notice Landlord shall have commenced to remove or to cure such breach or occurrence and shall be proceeding with reasonable diligence to completely remove or cure such breach or occurrence, then Tenant shall have the full right at Tenant's election to take any of the remedies set forth in Section 10.3 hereof. Section 10.2 Cross-Defaults of Landlord Under the Master Agreement. It is expressly agreed and provided that a default beyond all applicable cure periods by Landlord, under the Master Agreement, shall constitute an event of default of the Landlord, under this Lease entitling Tenant, without notice, to exercise any of the remedies set forth in Section 10.3 hereof. Section 10.3 Remedies. Upon Tenant becoming entitled to pursue Tenant's remedies against Landlord, as provided in Sections 10.1 or 10.2 above, Tenant may enforce the performance of this Lease, abate payment of any Rental due and any other payments owed from Tenant to City for so long as any default remains uncured (to the extent of any monetary damages incurred as et forth in this Lease), and pursue any remedy in any manner, or exercise any remedy, provided and permitted by Applicable Law, in equity or under this Lease. All remedies available to Tenant shall be cumulative and Tenant's exercise of a single remedy shall not later preclude Tenant from exercising any other available remedy. 27 Notwithstanding anything herein to the contrary, Tenant shall have the right, upon sixty (60) days' notice to Landlord, to terminate this Lease and surrender the Arena Complex in accordance with Section 1.5 and Section-5.3 c hereof, without further liability of any nature or kind except for any unpaid monetary obligations that have accrued prior to such termination and any obligations that survive the termination of this Lease in accordance with the express terms hereof. Section 10.4 Grant of Peaceful Possession, Denial of Quiet Enjo intent. (a) The Landlord hereby grants to, and the Tenant shall have,peaceful possession and quiet enjoyment of the Arena Complex against hindrance or disturbance throughout the Term for the primary purpose of (i) agricultural, sports, school, community, family, entertainment, exhibition, banquet and similar events, (ii) operating facilities for other uses in support of such events (which uses may be selected by Tenant in its sole discretion, from time to time, including, without limitation: offices for arena operations; food service establishments; retail establishments; parking structures and other public facilities), (iii) hosting indoor and outdoor events (which events shall be determined by Tenant in its sole discretion, but subject to Applicable Law), and (iv) for other lawful purposes that are permitted by the Act and other Applicable Law. In that regard, Landlord agrees that Tenant shall throughout the Term of this Lease have the exclusive use and control of the surface of the Land, subject to the terms and conditions of this Lease and further subject to Applicable Law. Landlord further agrees that Landlord expressly releases and waives, on behalf of itself and its successors or assigns, including any future lessees of the mineral estate with respect to the Land, all rights of every kind and character whatsoever to enter upon, use or in any way disturb the surface of the Land, or any part thereof, for purposes of exploring for, developing, drilling, producing, transporting, mining, treating, storing or any other purpose incident to the development or production of the oil, gas and other minerals in, on and under the Land; provided, however, that nothing contained in this sentence shall ever be construed to prevent Landlord, or its successors or assigns, from developing or producing the oil, gas and other minerals in and under any portions of the Land other than the site of the Arena Facility by directional drilling under the Land from well sites located on property other than the Land, so long as any such directional drilling and activities do not(A) disrupt, impair or interfere with Tenant's peaceful possession and quiet enjoyment of the Arena Complex for those uses and purposes permitted under this Lease, or (B) adversely affect the structural integrity of any buildings or improvements situated upon the Land (and so long as Landlord provides to Tenant reasonable prior notice of any such intended activities); provided, further, that the provisions, limitations and covenants set forth in this sentence are covenants running with the Land and shall be binding upon Landlord and its successors and assigns, including any lessees of all or any part of the mineral estate with respect to the Land. (b) If the Landlord, through direct intervention in the conduct of the Tenant's ordinary and lawful business activities at the Arena Complex, or through the exercise of governmental powers,takes voluntary actions that in either event are predominant factors that(i) cause material disruption of Tenant's peaceful possession and quiet enjoyment of the Arena Complex for those uses and purposes permitted under this Lease as of the Commencement Date on a profitable basis, or (ii) materially impairs the exercise of those uses and purposes permitted under this Lease as of the Commencement Date and the theretofore profitable business and 28 affairs of the Tenant at the Arena Complex as an approved venue project under the Act, then the Tenant shall have the right, at its cost and expense, to initiate and pursue any of the remedies set forth in Section 10.3 hereof. ARTICLE 11 Condemnation Section Section 11.1 Special Definitions. Whenever used in this Article, the following words shall have the definitions and meanings herein set forth: (a) "Condemnation Proceedings": Any action brought for the purpose of any taking of the Arena Complex or any part thereof or any other property interest therein by competent authority as a result of the exercise of the power of eminent domain, including a voluntary sale to such authority either under threat of condemnation or while such action or proceeding is pending. (b) "Taking" or"Taken": The event and date of vesting of title to the Arena Complex or any part thereof or any other property interest therein pursuant to the condemnation proceedings. Section 11.2 Efforts to Prevent Taking. Landlord agrees to use its reasonable efforts to cause all competent authorities with the power of eminent domain to refrain from instituting any Condemnation Proceedings or exercising any other powers of eminent domain with respect to the Arena Complex or any part of same or any interest therein during the Term. Section 11.3 Entire Taking. If all the Arena Complex shall be taken in Condemnation Proceedings, this Lease shall terminate as of the Taking and the Rental shall be paid to the date of such termination; provided, however such termination shall not affect Tenant's rights to recovery of any separate award or portion of lump sum awards as Tenant may be allocated for its leasehold interests hereunder or other interests, as otherwise provided herein. Section 11.4 Partial Taking. (a) If less than all the Arena Complex shall be taken in Condemnation Proceedings, Tenant shall determine, within a reasonable time after such Taking (but not more six (6) months after such Taking), whether the remaining portions of the Arena Complex (after necessary and feasible repairs and reconstruction to constitute the same a complete architectural unit or units) can economically and feasibly be used by Tenant. (b) If, after such Taking, it is determined by Tenant that the Arena Facility or any material Related Infrastructure cannot economically and feasibly be used by Tenant, then Tenant, 29 at its election and with the written consent of any Leasehold Mortgagee, if any, may terminate this Lease on thirty (30) days' notice to Landlord to such effect; provided, however, such termination shall not affect Tenant's rights to recovery of any separate award or portion of lump sum awards as Tenant may be allocated for its leasehold interests hereunder or other interests, as provided herein. However, such election to terminate must be exercised within six (6) months after the date of the Taking,time being of the essence. Section 11.5 Condemnation Award. (a) Upon any Taking, Landlord and Tenant shall each be entitled to receive and retain such separate awards or portions of lump sum awards as may be allocated to their respective interests in any Condemnation Proceedings, subject to the following: (i) If a partial Taking occurs and Tenant is required or determines to repair or reconstruct the remaining improvements, Tenant shall first be entitled to an amount equal to the costs of such repair or reconstruction to be so applied; and (ii) Landlord shall be entitled to an amount equal to the value of the portion of Arena Complex taken considered as unimproved, raw land, valued as a separate tract not part of a larger assemblage of land and valued on the basis of such parcel's then highest and best use, but encumbered by this Lease (i.e., the value of the remainder interest of Landlord), which amount, not to exceed the total amount of the then outstanding Obligations Repayment Costs, shall be applied to the payment of the applicable Obligations Repayment Costs; and (iii) Landlord shall be entitled to an amount equal to the then current fair market value of the portion of the improvements owned by Landlord and situated on the portion of the Land taken in its condition existing at the time of Taking, but encumbered by this Lease (i.e., the value of the remainder interest of Landlord), which amount, not to exceed the total amount of the then outstanding Obligations Repayment Costs, shall be applied to the payment of the applicable Obligations Repayment Costs; and (iv) The balance of the award, including without limitation an amount equal to the then current rent fair market value of the portion of the improvements owned by or paid for by Tenant situated on the portion of the land taken in their condition existing at the time of Taking and all moving expenses and diminishment in value of other property of Tenant, shall be paid to Tenant, subject to the rights of any Leasehold Mortgagees. (b) If this Lease is not terminated by Tenant pursuant to the provisions of Section 11.4(b) after a partial condemnation, then (i) this Lease shall not terminate and it shall continue in full force and effect as to the portion of the Arena Complex not taken, and the Rental payable hereunder shall be equitably reduced during the unexpired portion of the Term, and (ii) Tenant shall commence and proceed with reasonable diligence to repair or reconstruct the remaining improvements on the Arena Complex to a complete architectural unit or units; provided, however, Tenant's obligation to so repair or reconstruct the remaining improvements shall be 30 limited to the proceeds of the condemnation award actually received by Tenant under this Section. Section 11.6 Temporary Taking. If any right of temporary (herein defined) possession or occupancy of all or any portion, of the Arena Complex shall be taken, the foregoing provisions of this Article shall be inapplicable thereto and this Lease shall continue in full force and effect without reduction or suspension of Rental or other amounts and Tenant shall be entitled to make claim for and recover any award or awards, whether in the form of Rental or otherwise, recoverable in respect of such possession or occupancy, and Landlord shall have no right or claim to any such award or awards. For the purposes of this Section 11.6,the Taking of possession or occupancy shall be regarded as "temporary" if it does not extend to or beyond the Term. Any Taking of the right of possession or occupancy of all or any portion of the Arena Complex, which is for a period that does extend beyond the Term, shall be regarded for purposes of this Lease as a Taking which is not temporary and to which the foregoing provisions of this Article 11 shall be applicable. Section 11.7 Settlement of Proceedings. Landlord shall not make any settlement with the condemning authority in any Condemnation Proceedings nor convey or agree to convey the whole or any portion of the Arena Complex to such authority in lieu of condemnation without first obtaining the written consent of Tenant and any Leasehold Mortgagee. ARTICLE 12 Representations, Warranties and Special Covenants Section 12.1 Landlord's Representations, Warranties and Special Covenants. Landlord hereby represents, warrants and covenants as follows, effective as of the Effective Date: (a) Corporate Existence. Landlord is a duly incorporated home rule city of the State of Texas operating under the general laws of the State and its duly adopted home rule charter and is validly existing and in good standing under the laws of the State of Texas. (b) Authority. Landlord has all requisite power and authority to own the Arena Complex and to enter into this Lease and consummate the transactions herein contemplated, and by proper action in accordance with all Applicable Law has duly authorized the execution and delivery of this Lease and the consummation of the transactions herein contemplated. (c) Binding Obligation. This Lease is a valid obligation of Landlord and is binding upon Landlord in accordance with its terms. (d) No Defaults. The execution by Landlord of this Lease and the consummation by Landlord of the transactions contemplated hereby: do not, as of the execution hereof result in a breach of any of the terms or provisions of, or constitute a default or a condition which upon 31 notice or lapse of time or both would ripen into a default under the Act or under any resolution, indenture, agreement, instrument or obligation to which Landlord is a party or by which the Arena Complex or any portion thereof is bound; and does not, to the knowledge of Landlord, constitute a violation of any order,rule or regulation applicable to Landlord or any portion of the Arena Complex of any court or of any federal or state or municipal regulatory body or administrative agency or other governmental body having jurisdiction over Landlord or any portion of the Arena Complex. (e) Consents. Except as required by the Attorney General of Texas and the Comptroller of Public Accounts of the State of Texas in connection with the issuance of bonds by the Landlord, no permission, approval or consent by third parties or any other governmental authorities is required in order for Landlord to enter into this Lease or provide for the financing of its share of the costs of the Arena Complex in accordance with the Funding Agreement. (f) Zoning. The Land is or will prior to the Commencement Date be zoned in conformity with Applicable Law in a manner permitting the Arena Complex and the use thereof for the uses and purposes as provided and/or contemplated hereunder. (g) Proceedings. Except as otherwise disclosed in writing to Tenant on or before the Effective Date, there are no actions, suits or proceedings pending or, to the reasonable best knowledge of Landlord, threatened or asserted against Landlord affecting Landlord or any portion of the Arena Complex, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. (h) Compliance with Laws. Landlord has not received any notice of any violation of any ordinance, regulation, law or statute of any governmental agency pertaining to the Arena Complex or any portion thereof. (i) Title and Encumbrances. Landlord has not conveyed an interest in the Leasehold Premises to any party which is superior to, or otherwise conflicts with, the leasehold interest granted to Tenant herein. Except as expressly referred to herein or disclosed in writing to Tenant prior to the Effective Date,there are no liens or security interests against the Arena Complex, nor are there any liens or actions pending, to the knowledge of Landlord, which would result in the creation of any lien, for any existing improvements, including, but not limited to, water, sewage, street paving, electrical or power improvements, which give rise to any lien, completed or in progress, and there are no unpaid bills or claims in connection with any repair of the existing improvements or other work performed or material purchased in connection with the existing improvements and no part of the existing improvements have been destroyed or damaged by fire or other casualty. 0) Limitations Regarding Condition of Arena Complex. Except as expressly set forth in this Section 12.1 of this Lease, this Lease is made by Landlord without, and Landlord expressly disclaims any, representation or warranty of any kind, either express or implied, as to the condition (physical or otherwise) of the Arena Complex, its merchantability, its usefulness, suitability or fitness for Tenant's intended use or for any particular purpose and all of the Arena 32 Complex is leased on an "AS IS, WHERE IS" basis with all faults. Landlord does not warrant or represent that the Arena Complex is or at any time will be habitable for any purpose or use. (k) Approval of Tenant. Landlord has had the opportunity to review the organizational structure of Tenant and has approved Tenant for any and all purposes under and related to this Lease. Section 12.2 Tenant's Representations, Warranties and Special Covenants. (a) Existence. Tenant is a nonprofit corporation, duly organized and validly existing, under the laws of the State of Texas. (b) Authority. Tenant has all requisite partnership power and authority to own its property, operate its business, enter into this Lease and consummate the transactions herein contemplated, and by proper action has duly authorized the execution and delivery of this Lease and the consummation of the transactions herein contemplated. (c) Binding Obligations. This Lease is a valid obligation of Tenant and is binding upon Tenant in accordance with its terms. (d) No Default. The execution by Tenant of this Lease and the consummation by Tenant of the transactions contemplated hereby do not, as of the execution date, result in a breach of any of the terms or provisions of, or constitute a default or condition which upon notice or lapse of time or both would ripen into default under any indenture, agreement, instrument or obligation to which Tenant is a party or is bound. (e) Leasehold Mortgages. Tenant has not entered into any Leasehold Mortgages of Tenant's interests under this Lease as of the Effective Date. (f) Consents. No other permission, approval or consent by third parties or any other governmental authorities is required in order for Tenant to enter into this Lease or consummate the transactions herein contemplated other than those that have been obtained. ARTICLE 13 Miscellaneous Section 13.1 Inspection. Tenant shall permit Landlord and its agents, upon no less than twenty-four (24) hours' prior notice, to enter into and upon the Arena Complex during normal business hours on days upon which no sports, entertainment or other public event is scheduled at the Arena Facility, for the purpose of inspecting the same, on conditions that (a) Tenant's and Tenant's tenants' and invitees' use and quiet enjoyment of the same is not interfered with, and (b) Tenant may require that any inspector be accompanied by a representative of Tenant. In the event of a safety or health-related inspection or other emergency or for-cause inspection, the aforesaid twenty-four (24) hours' prior notice shall not be required and may occur on any day, although Landlord will endeavor to provide as much advance notice to Tenant as is reasonably possible under the 33 circumstances, and Landlord shall give reasonable notice prior to any planned inspection. Nothing in this Section 13.1 shall prohibit Landlord from performing inspections of the Arena Complex in its capacity as the governing entity and performed pursuant to all Applicable Laws. Section 13.2 Estoppel Certificates. Tenant and Landlord shall, at any time and from time to time upon not less than ten (10) days' prior request by the other Party, execute, acknowledge and deliver to Landlord or Tenant, as the case may be, a statement in writing certifying (i) its ownership of the interest of Landlord or Tenant hereunder (as the case may be), (ii) that this Lease is unmodified and in full force and effect (or if there have been any modifications, that the same is in full force and effect as modified and stating the modifications), (iii) the dates to which the Rental and any other charges have been paid, (iv) that, to the best knowledge Landlord or Tenant, as the case may be, no default hereunder on the part of the other Party exists (except that if any such default does exist, the certifying Party shall specify such default), and (v) as to any other matters reasonably requested by a third-party unrelated to Tenant and Landlord (including, without limitation, a Leasehold Mortgagee). Section 13.3 Release. If requested by Landlord, Tenant shall upon termination of this Lease, execute and deliver to Landlord an appropriate release, in form proper for recording, of all Tenant's interest in the Arena Complex, and upon request of Tenant, Landlord will execute and deliver a written cancellation and termination of this Lease and release of all claims in proper form for recording to the extent such release is appropriate under the provisions hereof. Section 13.4 Landlord's Right to Perform Tenant's Covenants. If Tenant shall fail in the performance of any of its covenants, obligations or agreements contained in this Lease, other than the obligation to pay Rental, and such failure shall continue without Tenant curing or commencing to cure such failure within all applicable grace, notice and cure periods, Landlord, after ten (10) days' additional written notice to Tenant specifying such failure and conspicuously describing that Landlord may perform Tenant's covenant's unless Tenant takes action within ten (10) days (or shorter notice if any emergency exists), may (but without any obligation so to do)perform the same for the account and at the expense of Tenant, and the amount of any payment made or other reasonable expenses (including reasonable attorneys' fees incurred by Landlord for curing such default), shall be payable by Tenant to Landlord on demand, or if not so paid, shall be treated at Landlord's option as a monetary default hereunder pursuant to and subject to all of the provisions of Section 9.1 hereof. Interest at the rate of ten percent (10%) per annum shall begin to accrue on any payments made or other reasonable expenses incurred by Landlord in curing such default, on the date which is thirty(30) days from and after that date that Tenant first receives a written invoice from Landlord for such sums and continuing until paid. Section 13.5 Notices. 34 (a) Any notice to be given or to be served in connection with this Lease must be in writing, and may be given by (i) actual hand delivery by a commercial courier that obtains a written receipt from the receiving Party, (ii) overnight delivery by a nationally recognized overnight courier service (such as FedEx or UPS) or (iii) certified or registered mail, return receipt requested, postage pre-paid and shall be deemed to have been given and received either (y) upon actual delivery(if delivered by subsection (i) or (ii) above) or(z) forty-eight (48) hours after a certified or registered letter containing such notice, properly addressed, with postage prepaid is deposited in the United States mail, addressed as follows: If to Tenant: Multipurpose Arena Fort Worth 115 West 2nd Street, Suite 210 Fort Worth, Texas 76102 Attn: Matt Homan With copies to: Event Facilities Fort Worth, Inc. 115 West 2nd Street, Suite 210 Fort Worth, Texas 76102 Attn: Mike Groomer And with copies to: Kelly Hart&Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Attn: Darren J.Keyes If to Landlord: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Attn: City Manager With copies to: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Attn: City Attorney 35 provided, however, that either Party may at any time change the place of receiving notice by ten (10) days' written notice of such change of address to the other Party in accordance with the manner of giving notice described below. (b) If at any time that the rights of Tenant hereunder have passed from the original Tenant, there are included within the term "Tenant" as used in this instrument more than one person, firm or corporation, they shall arrange among themselves for the joint execution of such a notice specifying not more than three parties. All Parties included within the term the "Landlord" and "Tenant," respectively, shall be bound by notices given in accordance with the provisions of this paragraph to the same effect as if each had received such notice. Notwithstanding the fact that the rights of Tenant hereunder may have passed from the original Tenant, if the original Tenant still maintains any liability hereunder, the original Tenant shall always be provided with a copy of any notices delivered pursuant to this Lease. Section 13.6 Successor and Assigns. The word "Tenant" as used in this instrument shall extend to and include the entity executing this Lease, as well as any and all persons or entities who at any time or from time to time during the Term shall succeed to the interest and estate of Tenant hereunder immediate or remote, including any purchaser at any foreclosure sale and successive assignees or successors of the purchaser at any foreclosure sale and grantees or assigns of the leasehold estate in lieu of foreclosure under any Leasehold Mortgage granted by Tenant; and, subject to the provisions of Section 8.5 hereof, all of the covenants, agreements, conditions, and stipulations herein contained which inure to the benefit of or are binding upon Tenant shall inure to the benefit of and shall be jointly and severally binding upon the successors, assigns and grantees of Tenant, and each of them, and any and all persons who at any time or from time to time during the Term shall succeed to the interest and estate of created hereby. The word "Landlord" as used in this instrument shall extend to and include the entity executing this Lease, as well as any and all persons or entities who at any time or from time to time during the Term shall succeed to the interest and estate of Landlord hereunder immediate or remote; and all of the covenants, agreements, conditions, and stipulations herein contained which inure to the benefit of or are binding upon Landlord shall inure to the benefit of and shall be jointly and severally binding upon the successors, assigns and grantees of Landlord, and each of them, and any and all persons who at any time or from time to time during the Term shall succeed to the interest and estate of created hereby. Section 13.7 Modifications. Subject to Section 8.6 hereof, no subsequent agreement amending, supplementing, modifying, waiving or in any way relating to the subject matter of this Lease shall be effective unless set forth in a written instrument making specific reference to this Lease signed by Landlord and Tenant. No waiver of any breach of this Lease shall be construed as an implied amendment or agreement to amend any provision of this Lease. Section 13.8 Descriptive Headings. 36 The descriptive headings of this Lease are inserted for convenience in reference only and do not in any way limit or amplify the terms and provisions of this Lease. Section 13.9 Unavoidable Default and Delays. The time within which either Party hereto shall be required to perform any act under this Lease shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably by an event of Force Majeure. The provisions of this Section 13.9 shall not operate to excuse Tenant from the timely payment of Rental pursuant to the terms of this Lease or the timely payment of any other sums which may be due on a particular date, or have accrued prior to the commencement of the particular event of Force Majeure, pursuant to the terms of this Lease. Section 13.10 Partial Invalidity. If any term, provision, condition or covenant of this Lease or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by Applicable Law. Section 13.11 Applicable Law and Venue. This Lease shall be governed by and construed in accordance with the laws of the.State of Texas and, the terms, provisions, obligations and covenants hereof being performable in Tarrant County, Texas. The parties hereby agree that venue for any action instituted to enforce the right of either party hereunder shall be in a court of competent jurisdiction in Tarrant County, Texas. Section 13.12 Attorneys' Fees. Should either party to this Lease engage the services of attorneys or institute legal proceedings to enforce its rights or remedies under this Lease, the prevailing party to such dispute or proceedings shall be entitled to recover its reasonable attorneys' fees and similar costs incurred in connection with the resolution of such dispute or the institution, prosecution or defense in such proceedings, as adjudged by the applicable court, from the non-prevailing party. Section 13.13 Interpretation. Nothing contained herein shall be deemed or construed by the parties hereto or by any third party as creating the relationship of principal and agent or of partnership or of joint venture or of any association between the parties hereto, it being understood and agreed that none of the provisions contained herein or any acts of the parties in the performance of their respective obligations hereunder shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. Nothing contained herein shall be deemed or construed by the parties hereto or by any third party as creating the relationship of principal and agent between the City and Tenant, it being understood and agreed that none of the provisions 37 contained herein or any acts of the City hereunder shall be deemed to create any relationship between the City other than as specifically set forth in the Act. Section 13.14 Net Lease. It is the intention of Landlord and Tenant and the parties agree (a)that the Rental payable under this Lease after the Effective Date, and all Impositions and other costs related to Tenant's use or operation of the Arena Complex shall be absolutely net to Landlord, and that Tenant shall pay during the Term, without (except as otherwise expressly set forth herein) any offset or deduction whatsoever, all such Impositions and other costs, and (b) that Landlord shall have no responsibility whatsoever for the construction, maintenance, operation or upkeep of the Arena Complex (except as otherwise set forth herein or in the Master Agreement). Section 13.15 Brokerage Commission. Landlord and Tenant represent and warrant to each other that no broker commission, finder's fees or similar compensation is due to any party claiming through the representing party in respect of this Lease. Section 13.16 Short Form. Landlord and Tenant agree to execute and deliver to each other a short form of this Lease and any amendment thereto in recordable form which incorporates all of the terms and conditions of this Lease or amendment, as applicable, by reference in the form mutually agreed upon by Landlord and Tenant. Landlord and Tenant agree that such short form may be recorded, at Tenant's expense, in the applicable real properly records of Tarrant County, Texas, but this Lease shall not be recorded. Section 13.17 Landlord's Lien Waiver. Landlord hereby waives all landlord's liens that Landlord might hold, statutory or otherwise, to any of Tenant's (or any subtenant's) inventory, trade fixtures, equipment or other personal property now or hereafter placed on the Arena Complex. Section 13.18 Waiver of Consequential Damages. Notwithstanding anything in this Lease to the contrary, Landlord hereby waives any consequential damages, compensation or claims for inconvenience, loss of business, rents or profits as a result of any injury or damage, whether or not caused by the willful or wrongful act of Tenant or its representatives, agents or employees, and Tenant hereby waives any consequential damages, compensation or claims for inconvenience, loss of business, rents or profits as a result of any injury or damage, whether or not caused by the willful or wrongful act of Landlord or its representatives,agents or employees. Section 13.19 Principles of Construction. 38 All references to Sections and Exhibits are to Sections and Exhibits in or to this Lease unless otherwise specified. Any reference to "this Section" in this Lease shall mean the Section in which such reference appears, and shall also be deemed refer to the subsections contained in such Section. Unless otherwise specified, the words "hereof," "herein" and "hereunder" and words of similar import, when used in this Lease, shall refer to this Lease as a whole and not to any particular provision of this Lease. The words "includes", "including" and similar terms shall be construed as if followed by the words "without limitation." Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. Definitions contained in this Lease which identify documents, including this Lease, shall be deemed to include all amendments thereto. Tenant acknowledges and agrees that each provision of this Lease for determining charges and amounts payable by Tenant is commercially reasonable and, as to each such charge or amount, constitutes a "method by which the charge is to be computed" for purposes of Section 93.012 of the Texas Property Code. Section 13.20 Counterparts. This Lease may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile shall be treated as originals for all purposes hereof. Section 13.21 Entire Agreement. This Lease,the other Project Documents and the documents referenced therein, constitute the entire understanding and agreement of Landlord and Tenant with respect to the subject matter hereof, and contain all the covenants and agreements of Landlord and Tenant with respect thereto. Landlord and Tenant each acknowledge that no representations, inducements, promises or agreements, oral or written, have been made by Landlord, Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained therein or herein, and any prior agreements, promises,negotiations or representations not expressly set forth therein are of no force or effect. Section 13.22 Exculpation. Tenant and all of Tenant's constituent members, partners, shareholders, officers, directors, employees,participants and agents are hereby released from all personal liability under this Lease and the other Project Documents, except to the extent that such party is a primary party to any Project Document. Tenant's liability, and Landlord's sole means of recourse, hereunder shall be limited to Tenant's interest in the Arena Complex, and any real estate sales, casualty insurance or condemnation proceeds thereof. Section 13.23 Non-Discrimination Covenant. Tenant will comply with all applicable federal, state, and local laws prohibiting discrimination in its use, occupancy, and operation of the Arena Complex that are now in effect or come into effect during the term of this Lease. 39 Section 13.24 No Waiver of Governmental Immunity. It is understood that by execution of this Agreement,the City does not waive or surrender any of its governmental powers or immunities. Section 13.25 Audit. Tenant agrees that Landlord shall have access to and the right to examine any directly pertinent books, documents, papers and records of Tenant involving transactions relating to this Lease during the Term of this Lease and for five (5) years thereafter. Tenant shall use good faith efforts to allow Landlord access during normal working hours to all necessary Tenant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this Section. Landlord shall give Tenant reasonable advance notice of intended audits. Tenant further agrees to include in any of its subcontractor agreements hereunder a provision to the effect that the subcontractor shall use good faith efforts to allow Landlord access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract for the term of this Lease and for five (5) years thereafter, and further that Tenant shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Tenant shall give subcontractor reasonable advance notice of intended audits. Section 13.26 No Third Party Beneficiary The provisions and conditions of this Lease are solely for the benefit of Landord and Tenant, and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise,to any other person or entity. [Remainder of Page Intentionally Left Blank] 40 WITHOUT LIMITING ANY OTHER DISCLAIMERS OR QUALIFICATIONS HEREIN, LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE ARENA COMPLEX IS PHYSICALLY SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT'S OBLIGATION TO PAY RENTAL HEREUNDER IS NOT DEPENDENT UPON THE PHYSICAL CONDITION OF THE ARENA COMPLEX. EXECUTED to be effective as of the Effective Date, but actually executed on the dates set forth in the respective acknowledgments below. LANDLORD: ATTEST: A. d� CITY OF FORT WORTH ity Se us Alanis �J Assistant City Manager APPROVED AS TO FORM: `City Attorney TENANT: MULTIPURPOSE ARENA FORT WORTH By: Name: /too Homgn Title: Pj-eS%dent OFFICIAL RECORD CITY SECRETARY 41 FT.WORTH,TX STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the ��` day of U, -t& 2017, by 3u A�f4i5 . C'� �f the City of Fort Worth, a duly inc porated home rule city of the State of Texas. BETTY TANNER My Commission Expires May 28,2018 Notary Publi in dor the State of Texas [S My Commission Expires: 512-5 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the /6'4' day of F r , 2017, by ggft koman ) 10l"QSiajen4 of Multipurpose Arena Fort Worth, a Texas nonprofit corporation, on behalf of said nonprofit corporation. J&nnA&&,m2 - Notary Public in and for the S e of Texas [SEAL] Y My Commission Expires: z: �Q Sharon McClung (I y My Commission Expires 04/17/2019 0 fl7T9 List of Exhibits: Exhibit A—Definitions Exhibit B —Land 42 EXHIBIT A DEFINITIONS 334 Revenues. Means collectively: (i)an admissions tax on each ticket sold as admission to an event held at the Arena Complex, at a rate not to exceed ten percent (10%) of the price of the ticket; (ii) a livestock facility use tax on each stall or pen used or occupied by livestock during an event held on one or more consecutive days in which the Arena Complex is used, not to exceed twenty dollars ($20.00) in the aggregate per stall or pen rental for any event; and(iii) a parking tax on each motor vehicle parking in a parking facility that is determined by the City to serve, or that will serve, the Arena Complex, not to exceed five dollars ($5.00) for each motor vehicle. Act. Chapter 334 of the Texas Local Government Code, as amended or recodified from time to time. Applicable Law. All laws, statutes, ordinances, regulations, guidelines or requirements now in force or hereafter enacted by any applicable Governmental Authority relating to or affecting the Arena Complex and/or this Lease. Arena Complex. The entire premises leased pursuant to the terms hereof, including the Land, the Arena Facility, the Arena Garage, and other improvements, buildings, structures and Related Infrastructure, from time to time constructed, installed on and affixed to the Land (and only to the extent located on the Land), which other improvements, if desired by Tenant in its sole discretion, may include, without limitation, conference facilities, offices for complex operations, restaurants and other food service establishments, retail establishments, parking facilities, and other public facilities of the types authorized or permitted by the Act. The Arena Complex shall also include other rights, privileges, easements and appurtenances that benefit the Land and belong to Landlord, but solely in its capacity as the owner of fee simple title and/or other rights of possession to the Land and not in the City's capacity as the owning Governmental Authority, including (i) any and all rights, privileges, easements and appurtenances now or hereafter existing in, to, over or under adjacent streets, sidewalks, alleys and property contiguous to the Land, (ii) reversions which may hereafter accrue to Landlord, as owner of fee simple title to the Land, or any portion thereof, by reason of the closing of any street, sidewalk or alley or the abandonment of any rights by the City as the owning Governmental Authority, and (iii) any and all strips and gores relating to the Land, or any portion thereof. Arena Complex Bonds. Means any issues of bonds or other obligations to be approved, authorized, and issued by the City, in one or more series, in accordance with the Act, as further set forth in the Funding Agreement, that are secured and payable as from a senior or junior lien pledge of(A) 334 Revenues, (B)Local PFZ Funds, and (C) State PFZ Funds. Arena Facility. A multipurpose arena, adjacent support facilities and community venue project designed to seat approximately 14,000 spectators (or more, if elected by Tenant in its sole discretion), which arena may also include additional features or facilities, if desired by Tenant in 43 its sole discretion, including, without limitation, offices, dressing rooms, food preparation and concessionaire facilities, parking facilities, and Related Infrastructure. Arena Garage. Means the parking garage being constructed in accordance with the Master Agreement. Arena Group. This term shall have the meaning set forth in the Master Agreement. Arena Project Budget. This term shall have the meaning set forth in the Master Agreement. Assignee. Means an entity to which Tenant assigns this Lease that meets the criteria and requirements set forth in Section 7.1. Business Day. A day of the year that is not a Saturday, Sunday, Legal Holiday or a day on which commercial banks are authorized to close in Fort Worth, Texas. Use of the word"dgy", as opposed to Business Day, means calendar day. City's Representative. The individual who is to be the representative of the Landlord who shall be legally authorized to act as liaison and contact person, and to grant or otherwise legally evidence Landlord's approval or consent whenever required, in accordance with this Lease. Commencement Date. The date that the Arena Facility hosts its first sports event, entertainment event or other public event, which is open to the members of the general public for an admission fee. Landlord and Tenant agree that each shall, upon request of either such party, execute a confirmation (in form and content mutually and reasonably satisfactory to Landlord and Tenant)of the actual Commencement Date under this Lease. Commencement Date Memorandum. A written memorandum confirming the date of the Commencement Date, and the thirtieth (30th), fiftieth (50th), and seventieth (70th) anniversaries of the Commencement Date. Demolition Costs. To the extent necessary to remediate a hazardous condition at the Arena Complex caused by a casualty, the cost of demolition (including related clean-up and removal of debris) of the applicable portions of the Arena Complex and/or the cost of such lesser repairs as may be reasonably necessary to restore such Arena Complex to a condition which does not present a health or safety hazard to the public. Easements and Dedications. Street, water, sewer, drainage, gas, power lines, set back lines, and other easements, and dedications and similar rights necessary or desirable to develop portions of the Land. Effective Date. The date on which the City and the Arena Group have both executed and delivered this Lease and notated on the cover page of this Lease. 44 Extension Option. Any of the two (2) options, exercisable consecutively by Tenant in its sole discretion, to extend the Term for additional periods of twenty (20) years each, pursuant to the terms and conditions set forth in Section 1.3(b) of this Lease. Extension Period. Any of the two (2) twenty (20) year periods described in Section 13fhl of this Lease. Extension Period Rent. With respect to the First Extension Period and Second Extension Period, an annual rental due to Landlord in the amount of One Dollar($1.00)per year. Extension Period Termination Option. Tenant's option to terminate the Lease during the First Extension Period or Second Extension, as described in Section 1.3(c)hereof. First Extension Period. The twenty (20) year period described in Section 1.3(b)(ii) hereof. Force Majeure. Acts of God, strikes, lock-outs, strikes or lock-outs involving personnel, acts of the public enemy, terrorist acts, the enactment, imposition or modification of any Applicable Law or other governmental restriction which occurs after the date of this Lease and which prohibits or materially interferes with the reconstruction or use of the Arena Facility (or any material Related Infrastructure), confiscation or seizure by any government or public authority, wars or war-like action (whether actual and pending or expected, and whether dejure or de facto), arrests or other restraints of government (civil or military, but excluding restraints on the use of the Arena Facility or any material Related Infrastructure occurring as a result of any violations of Applicable Law by the party claiming the right to delay performance), blockades, insurrections, riots, civil disturbances, epidemics, landslides, mudslides, lightning, earthquakes, fires, hurricanes, storms, floods, wash-outs, explosions, breakage or accident to major equipment or machinery critical to the development of the Arena Facility (or any material Related Infrastructure), nuclear reaction or radiation, radioactive contamination, acts, or the failure to act, of any Governmental Authority or any other causes, whether of the kind herein enumerated or otherwise, which are not reasonably within the control of the party claiming the right to delay performance on account of such occurrence and which, in any event, are not a result of the negligence of the party claiming the right to delay performance on account of such occurrence. Funding Agreement. That certain Funding Agreement, dated effective as of even date herewith, by and between Landlord and Tenant. Governmental Authority iesAny federal, state and/or local agency, department, commission, board, bureau, administrative or regulatory body or other instrumentality having jurisdiction over the Arena Complex, including any private sector or mixed private and public sector board, agency, or body which has been authorized by a Governmental Authority to exercise some portion of its jurisdiction over the Arena Complex. Hazardous Materials. Any substance, material, or waste which is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any law applicable to the 45 Arena Complex, relating to pollution or the protection or regulation of human health, natural resources or the environment. Impositions. Taxes, if any(other than ad valorem taxes), special assessments (other than assessments levied by Section 334.044(d), Local Government Code, and other than amounts to be paid by the Tenant to the Fort Worth Independent School District pursuant to the agreement identified in Section 3.3(f) of this Lease), levies and liens for any construction performed by or at the direction of Tenant, or its affiliates (other than liens, if any, which are payable by Landlord pursuant to written agreements executed by Landlord), assessed and becoming due during the Term and that are levied or assessed against the Arena Complex; provided, however, building permit expenses and the associated construction-related fees (by way of example but not limitation, impact fees and tap fees), shall be expressly excluded from the term"Impositions". Incremental Funding. Means non-recourse special revenue bonds issued by the City, as further described in Section 2.8(d) of the Master Agreement. Insurance Trustee. Any bank, insurance company or financial institution selected by any Leasehold Mortgagee or, in the event there is no Leasehold Mortgagee, by the mutual agreement of Landlord and Tenant, to collect all money payable under any insurance policy pursuant to Section 6.6 hereof. Land. The tracts of land described on Exhibit"134' hereto, together with such additional tracts of land as shall be hereafter acquired by Landlord for purposes of this Lease (in accordance with the Master Agreement) described on Exhibit `B-2" hereto and which, when combined with the tracts described in Exhibit `B-l" attached hereto, shall be of a size and configuration reasonably suitable to accommodate the Arena Complex. Lease. This Arena Complex Lease Agreement by and between Landlord, as landlord, and Tenant, as tenant, covering the Arena Complex. Leasehold Mortgage. Any mortgage, deed of trust, or other instrument in the nature thereof which encumbers Tenant's leasehold interest in any of the Arena Complex and any of Tenant's rights, titles and interests hereunder relating to the Arena Complex, including (without limiting the generality of the foregoing) Tenant's right to use and occupy the Arena Complex and all of Tenant's rights,titles and interests in and to any and all buildings, other improvements and fixtures now or hereafter placed on the Arena Complex. Leasehold Mortgagee. Any mortgagee, trustee, or anyone that claims an interest by, through or under a Leasehold Mortgage. Local PFZ Funds. Means incremental hotel-associated local tax revenue from the Zone. Master Agreement. That certain Master Agreement Regarding Multipurpose Arena and Adjacent Support Facilities by and between the City and the Event Facilities Fort Worth, Inc. dated November 11, 2015. 46 Name Sponsor. Each sponsor for which the Arena Facility is named from time to time. Naming Rights. The right, which Tenant may grant to a Name Sponsor from time to time, to have a name temporarily designated for all (or substantially all) of the Arena Facility, which name shall identify the Name Sponsor. Naming Rights shall be separate and distinct from Sponsor Signs. Nondisturbance Agreement. An agreement between Landlord and any Subtenant of any portion of the Arena Complex as required by and conforrning with the provisions of Section 7.3 hereof. Obligations. Any Incremental Funding. The term"Obligations" shall describe only such bonds as originally issued, thus excluding any re-amortization or other potential material modifications thereto unless Tenant consents in advance in writing to such material modifications (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Landlord may amend any such bonds without Tenant's consent so long as such amendment(s) do not materially extend or delay repayment obligations thereunder, or increase the Obligations Repayment Costs or otherwise materially modify the payment schedule of the Obligations. Obligations Related Instrument. Any interest rate hedge agreement, swap agreement, collar, or other financial instrument related to the Obligations. The term "Obligations Related Instrument" shall describe only such financial instruments as are entered into by Landlord in connection with the original issuance of the related Obligations, and thus excluding any potential material modifications thereto or any subsequent financial instruments entered into with respect to previously issued Obligations unless Tenant consents in advance to such material modifications and/or subsequent financial instruments, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that Landlord may amend any such financial instruments without Tenant's consent as long as such amendment(s) do not materially extend, delay, or increase Landlord's actual or potential repayment obligations thereunder, or otherwise materially increase the Obligations Repayment Costs. Obligations Repayment Costs. In connection with the payment, redemption, or defeasance, in full or in part, of the Obligations as required herein, the amount equal to (a) the sum of(1)the outstanding principal balance of any Obligations being paid or redeemed(or in the case of a defeasance, the cost of substitute securities necessary or reasonably appropriate to defease the principal balance of the Obligations being defeased), (2) any accrued but unpaid interest under the Obligations, (3) any prepayment premiums or other costs necessary to pay, redeem or defease such Obligations, in whole or in part, to the extent such costs are required under and in accordance with any document or instrument governing or evidencing the Obligations, (4) any costs that are in addition to those described in the preceding item 3 and that are incurred in connection with the payment, redemption, or defeasance of the Obligations, in whole or in part, arising out of the breakage, termination, cancellation, or other modification to any Obligations Related Instrument, to the extent such costs are required under and in accordance with any such Obligations Related Instrument, and (5)to the extent that same may be applicable, any Demolition Costs, minus (b) the sum of (1) any collected but unapplied funds 47 from authorized sources to be applied against outstanding principal and interest of the Obligations, (II) any funds from authorized sources that have not yet been collected but which are reasonably anticipated to be collected (to the extent eventually and actually collected) and which have already been allocated for application against outstanding principal and interest of the Obligations, (III) any reserves held by the City in connection with the Obligations and that may be lawfully applied against the Obligations Repayment Costs, (IV) any reserves held by Tenant that may be lawfully applied against the Obligations Repayment Costs, and(V) any funds collected from a counter-party to any Obligations Related Instrument as a result of the breakage, termination, cancellation, or other modification of any such agreement. Overruns. This term shall have the meaning set forth in the Master Agreement. "Parking Agreements" means, collectively, agreements for interim construction parking and permanent parking at the Arena Complex, Arena Group Surface Parking and Will Rogers Memorial Center. Plans. All the Arena Complex architectural drawings, renderings, designs, plans, and specifications. Project Account(s). This term shall have the meaning set forth in the Funding Agreement. Project Costs. This term shall have the meaning set forth in the Funding Agreement. Project Documents. This Lease, the Funding Agreement, the Master Agreement, the Parking Agreement and the Signage Agreement. Public Art. Means all components of the Arena Complex that are deemed by Tenant to be public art including the two mosaic murals to be installed on the Arena Garage. Public Contribution. Means the amount payable by the City, from the net available proceeds of the Arena Complex Bonds and any other funding sources, for Project Costs of the Arena Project that does not exceed the lesser of (i) 50% of the actual Project Costs, or (ii) $225,000,000 less any expenditures made by the City prior to the effective date of the Master Agreement as shown on Schedule II of the Master Agreement. Related Infrastructure. Means all infrastructure that is to be designed, constructed, acquired, equipped, and operated either as a part of, or in connection with, the Arena Complex, in order to make the Arena Complex complete and operational in accordance with the plans and specifications approved by Tenant, or infrastructure otherwise required by Governmental Authorities, such as water, sewer, roads, streets, street drainage and flood control facilities and systems, and wet lands mitigation and remediation properties and facilities. Related Infrastructure shall also include, if applicable, any store, restaurant, hotel, concession, automobile parking facility, area transportation facility,road, street, water or sewer facility,park, or other on-site or off-site improvement that is related to and enhances the use, value, or appeal 48 of the Arena Facility, including areas adjacent to the Arena Facility, and any other expenditure reasonably necessary to construct, improve, renovate, or expand the Arena Facility, including any expenditure for environmental remediation. Rental. The rental for the use and occupancy of the Arena Complex, as provided in Section 2.1 hereof, for the time period provided therein. Second Extension Period. The twenty (20) year period described in Section 1.3(b)(iii) hereof. Sponsor Signs. Signs, banners, posters, flyers, monuments, murals, theme towers, paintings, electronic signs and other visual media, whether temporary or permanent, indoor or outdoor, used for the purpose of advertising or otherwise promoting the goods, services or identities of third parties, including, without limitation, Name Sponsors. Sponsor Signs shall be separate and distinct from Naming Rights. State PFZ Funds. Means incremental hotel-associated state tax revenue from the Zone. Subtenant. Any person or entity to whom or to which Tenant grants or licenses any rights to occupy, use, operate, manage, or provide or sell food, beverages, services, merchandise or sporting goods within the Arena Complex. Tenant Funding PUments. Means all payments the Tenant obligates itself to pay to the City in addition to the base rent pursuant to Section 2.8(d) of the Master Agreement. Term. The term of this Lease as set forth in Section 1.2. Thirty Year Period. The Thirty Year Period shall be the portion of the Term described in Section 1.2(b). Thirty Year Period Fixed Rent. An annual rental required to be paid to Landlord during the Thirty Year Period in an annual amount of One Dollar($1.00). Untenantable Condition. The existence of a condition of the Arena Facility such that the hosting of agricultural, sports, school, community, family, entertainment, exhibition, banquet and similar events are not permitted under Applicable Law. Untenantable Period. The period during which the Arena Facility is in Untenantable Condition. Zone. Means the area designated as Project Financing Zone Number One, City of Fort Worth, Texas, according to Ordinance No. 21011-10-2013 as adopted by the City Council of the City on October 22, 2013. 49 Exhibit`B-P Landlord Land [The description/depiction of Landlord's existing Land that comprises the Arena Complex site follows this cover page] 50 LOT 1, BLOCK 1 EXHIBIT "A BL CK 7 Ko� FORT WORTH MUSEUM OF SCIENCE OWNERSHIP OVERALL MAP QUEENSBOROUGH HEIGHTS a AND HISTORY ADDITION VOLUME 310, PAGE 54 R o}I CABINET A, SLIDE 12273 , „ P. .T.C.T. 0 a P.R.T.C.T. SOO'35 31 E 4.19' HARLEYAVENUE " HARLEY AVENUE R_424--4,54S' LOT 1, BLOCK 4 3 S8935'31E 550.01 (VARIABLE WIDTH) CH=$66• 91. ��33, WILL ROGERS MEMORIAL BL CK 4 O BLOCK'7 SET X—CUT 242 n 3¢ CENTER QUEENSBOROUGH HEIGHTS O ROSS HEIGHTS 1N CONCRETE JF `3� C. C.C.D. NO. D212156447 VOLUME 310, PAGE 54 M O VOLUME 310, PAGE 3233 S P.R.T.C.T. P. T.C.T O �2 1 2 P. .T.0 T. 18 I 9 10 1 2 3 4 5 5�3 •� 3 PARCEL 1 VOLUME 1422, PAGE 1 O SRS• ° CI OF FOR WOR R.TCT . M O L1 VOLUME 1865, PAGE 325 PARCEL 9 BLOCK 81 A CRs iA O 20 79 VOLUME 1783, PAGE 441 13 12 11 w 20 ROSS HEIGHTS 15 14 )� N VOLUME 2124, PAGE 322 w VOLUME 310, PAGE 32 OO r D. .T.C.T. F P.R T.C.T 1 13 C LAFAYETTE AVENUE Z I AFAYETTE AVENUE PARCEL 2 o LAFAYETTE AVENUE PARCEL 10 ) w /Tom/ // N89'35'31"W �'� L c TY o Fo T w RTH w PARCEL 11 18.99, ✓ [� �' VOLUME 3411, PAGE 466 J FJFNI of i ('cam 1 2 3 4 / VOLUME 1783, PAGE 441 5 6 7 8 I 9 F 10O! ( YrT. BCK 1 ru, ,,NO . 1 ROSS HEIGHTS PARCEL 12 _Lo UG1J'17RJ5 5 I $ 7 22.48 ACRES VOLUME 310, PAGE 32 SET H M i J i.G - PARCEL 3 P.R.T.C.T. i ND i 979,118 SQUARE FEET x—cur IN Lv "/ p �z 16 15 14 CI OF ORT WOR 1 CONCREI� BLOCK 1 s 40 I(J� 1� 4, --� r, QUEENSBOROUGH HEIGHTS 2 iPA'F',7 BL CK 1 FIRST TRACT VOLUME 310, PAGE 54 m d f,P T,( T7 ROSS HEIGHTS 12 11 Zp VOLUME 1422, PAGE 115 14 ��%� E P.R T.C.T / /f ' I VOLUM P.310,PAGE 32 D. T.C:T A�tij�0� �PS �_ J z ao /J� /r f h 00 R DEXTER AVENUE O Z `jEXTER"AVENUE PARCEL 4 DEXTER AVENUE PARCEL 13 S F S�AG " BLOCK 1 t N60-18'44 E 120.00 I VACATED CI OF FOR WOR a ROSS HEIGHTS 6 ��P0.163 C.C.D. NO D216156487 FOUND MAG NAIL WITH RIGHT—OF-WAY VOLUME 310, PAGE 32 P VOLUME 1865, PAGE 325 SHINER STAMPED I CITY ORDINANCE 4 5 VOLUME 1783, PAGE 441 P.RIT.C.TI 5 P "DUNAWAY ASSOC. LP" NO. 4517 D.R.T.C. . CI11Y OF FOR ��y� LOT 1, BLOCK 3 -N06'17'34"E 15.06' woRTH RS BLO K 1 VOLUME 1422, �C9 WILL L EN BL CK 3 PARCEL 14 PAGE 1 1 Q MEMORIAL CENTER QUEENSBOROUGH HEIGHTS C.C.D. NO. ROSS HEIGHTS VACATED R.T. T. SET X—CUT VOLUME 310PAGE 3 VOLUME 310, PAGE 54 I BRYCE D212156447 P.R.T.C.T. I , 2 RIGHT—OF—WAY 12 AVENUE 20 19 1 IN CONCRETE P,R.T.C.T. P,�2.T.C.F. CITY ORDINANCE N a1 FOUNDCUT I �0 A • rm IN CONCRETE PARCEL 5 NO 5885 PARCEL 7 - r BRYCE AVENUECY) BRYCE A`JENIJE , - PARCEL 15 /BRYC f / /_, BLOCK 1 1 (O CITY OF //,//I OTiI PLOCR 6 CITY OF GO• h U— FORT ;il� RO�ER� MEMORIAL (elaT�R FORT WORTH h 00 N QUEENSBOROUGH WORTH r� HEIGHTS ADDITION TEXAS �� D''0 02 605-730-2 TEXAS- d O 0 200' VOLUME 388-81, PAGE 47 C.C.D. NO % ' f D R �: / ` f C.C.D. NO s 21527781 WENT fA'IL{TIFa D21 41 05 521 P•R�T•C.T DRTCT i i FORT ��IORIF;,,,I C/��,' D.R.T.C.T.. !I (q M _ / i D: II SCALE FEET 10 Lj� � ,f YfJ �1LRSORO�'301 O z ; /' A _ Line Table N� N co Line P8 I ff � A R FS Number Bearing Distance � � � (! D• ag 3.��_/� V) LI S89'35'31"E 20.78' POINT OF //'�� ,,;!!fl/%b.PTY; ./:' ; BEGINNINGN89'49'25"W 604.82' L2 NOO'15'45"E 15.00' FOUND X—CUT LOT 1, BLOCK 5 FOUND X—CUT L3 N89'35'31'W 21.01' HILL ROGERS MEMORIAL CENTER IN CONCRETE I C.C.D. NO. D212259325, D.R.T.C.T. L4 S51'29'41'E 77.61' Parcels 1-15 are right—of—way vacations by City Ordinance No. 22458-10-2016 and 22484-10-2016. so6'zs'41'E 14.14' •= Set 5/8" iron rod with cap stamped "DUNAWAY Curve Table ASSOC. LP" (unless otherwise noted) Curve Central Arc Chord Bearing Radius Number Angle RaLength and Distance 0= Set Mag Nail with shiner stamped "DUNAWAY ASSOC. LP" C1 7'58'06" 490.00' 68.15' S4T30'38'E 68.09' A metes and bounds 'DUNAWAy F 1 City of Fort Worth description of even date 16.81 Acres or 732,407 Square Feet accompanies this drawing. 550 Bailey Avenue•Suite 400•Fort Worth,Texas 76107 /,7' = Event Facilities Fort Worth, Inc. PAGE 1 OF 8 Tel:817.335.1121 i% 5.664 Acres or 246,711 Square Feet DUNAWAY JOB B001706.001 FIRM REGISTRATION 10098100 DATE: JANUARY 13, 2016 LOT 1, BLOCK 1 EXHIBIT "A " BL CK 7 Qo FORT WORTH AND HISTORY UADDITIONM OF IENCE SAVE AND EXCEPT MAP QUEENSBOROUGH HEIGHTS X0>-I CABINET A, SLIDE 12273 VOLUME 310, PAGE 54 oo a P. .T.C.T. P.R.T.C.T. HARLEYAVENUE a-i HARLEYAVENUE (VARIABLE WIDTH) 0 200' BL CK 4 w ^ BLOCK'7 SET X-CUT QUEENSBOROUGH HEIGHTS ROSS HEIGHTS IN CONCRETE H I I CE�JF 9 SCALE \ FEET VOLUME 310, PAGE 54 v 0 1 2 VOLUME 310, PAGE 32 8 9 10 [1PT 2 3 4P. T.C.T > P. .T.0 T. 5 f LU LUPARCEL 1 Y FO T RTH LOT 1, BLOCK 4 2 m VOLUME 1422, PAGE 1 6 WILL ROGERS MEMORIAL CENTER CITY OF ORT WOR p.R.TIC.T. I C.C.D. NO. D212156447 z a VOLUME 1855, PAGE 325 II BLOCK 8 P.R.T.C.T. 0 > 20 19 18 17 16 VOLUME 1763, PAGE 441 w 20 ROSS HEIGHTS 15 14 e n VOLUME 2124, PAGE 322 w VOLUME 310, PAGE 32 S89'35'31 E D. .T.C. . P.R T.C.T 13 LAFAYETTE AVENUE 181.38` PARCEL 2 `" N00'15'45"E ! ': /i= LAFAYETTE AVENUE o LAFAYETTE AVENUE PARCEL 10 TI 25.00 ESI f IFAGIJJTiES CI 0 FOR W014TH w FORT WbRIH N.,. O VOLUME 3411, PAGE 466 PARCEL 11 BLO K 1 W G G.O. P'0" 1 2 3 4MCK 7 8 I 9 1 VOLUME 1783, PAGE 441 QUEENSBOROUGH HEIGHTS -�[�2 007665 M D R:T.0 T. BL PARCEL 12 VOLUME 310, PAGE 54 rn r rr Tr,T•fp ND 6 1 7 e g ROSS HEIGHTS P.R.T.C.T. LO ;voljukE.'15 45 PARCEL 3 VOLUME 310, PAGE 32 SET LLrT O F PGE/17 D R f C . a P.R.T.C.T. X—CUT IN POINTOF Op 20! 19 13! ,i7 py 15 LOCI 12 CI OF ORT WOR 1 CONCRE� BEGINNING Zf T�(�1[✓T L jry ROSS HEIGHTS FIRST TRACT 13 SAVE AND EXCEPT ;11�6;,rr{r�, re) VOLUME 310, PAGE 32 20 VOLUME 1422, PAGE 115 14 O .R.T.C.T. D. T.C.T TRACT 2 I' / 07 r aC1U0."R.c Ft-T 0 DEXTER AVENUE PARCEL 4 DEXTER AVENUE DEXTER AVENUE PARCEL 13 o 5AS ov SO0'15145"W 89'35°31 W U 5��636 25.00 $5.93' CI OF FOR WOR BLOCK 1 6 Al r \ P� 1 VACATED C.C.D. NO D216156487 a ROSS HEIGHTS � � P ty0 ! FOUND MAG NAIL WITH I VOLUME 1865, PAGE 325 VOLUME 310, PAGE 32 O �O SHINER STAMPED I RIGHT-OF-WAY 4 5 P.R T.C.T 5 CITY ORDINANCE VOLUME 1783, PAGE 441 'DUNAWAY ASSOC. LP' N0. 4517 D.R.T.C. . 14 - CITIY OFLFOO �2Py0 O� LOT 1, BLOCK 3 BLO K 13--r-- WORTH WILL VOLUME 1422, \y�� MEM RIALOGERS CENTER QUEENSBOROUGH HEIGHTS BL CK 3 PARCEL 14 PAGE 1 1 C.C.D. N0. VOLUME 310, PAGE 54 I ROSS HEIGHTS VACATED I BRYCE R,T..T. SET X-CUT D212156447 P.R.T.C.T. I VOLUME 310, PAGE 32 RIGHT-OF-WAY 12 AVENUE 20 19 T. IN CONCRETE P.R.T.C.T. �LI P.�,T.Cj. CITY ORDINANCE " FOUND 'C CUT I 589'35 31 E IN CONCRETE PARCELS N0. 5885 PARCEL 7 BRYCE AVENUE BRYCE AVENUE PARCEL 15 117.48 -CITY OF /07 1 POCK F '-' CITY OF 0=18'25'39" BLOCK 1 FORT r'c�r FMJRIAL rtNTEr FORT WORTH ` r r QUEENSBOROUGH WORTH �L R1G�<, 1 HEIGHTS ADDITION TEXAS raj D-T 0 O9(60o7309 TEXAS �., R=515.00 L=165.64 VOLUME 388-81, PAGE 47 C.C.D. NO J `!D..<,T TT// 1 C.C.D. NO CH=g$'49 21 W 164.92' P.RIT.C.T 21527787 /, r�rr��T FA I i IFS f - D214105521 o R T C T �pET�WOR fFi;:Ir�C D.R.T.0 T r FOUND MAG NAIL WITH 77 r QP .NO R TCT! f I,8 SHINER STAMPED MO' �- , n 'DUNAWAY ASSOC. LP" ��IA�gVE�61 3 '-� �c�� ;a ?I Fr Fy'�rrr FdGILIT rOPr VJi ,yRs X0.3 M � '`90;00 � /,� k8397 CO D8 T I Op (V 0 �8 O N /EVEN f FArIJTiEo "tOPf r1 M O N Line Table a�11�0�Rc'FtcT � rD NJ:D?JP3Sad39 O POINT OF BEGINNING r , �� /� f -� D.R.T:r T, j i viLine i Bearing Distance SAVE AND EXCEPT TRACT 1 N89.49'25"W 604.82' Number FOUND X-CUT IN CONCRETE LOT 1, BLOCK 5 FOUND X-CUT L6 N00'35'31"W 152.52' WILL ROGERS MEMORIAL CENTER IN CONCRETE I C.C.D. NO. D212259325, D.R.T.C.T. L7 SOO'35'31"E 152.50' Parcels 1-15 are right—of—way vacations by City Ordinance L8 s89'35'31"E 125.00' No. 22458-10-2016 and 22484-10-2016. L9 N00'35'31"W 127.50' •= Set 5/8" iron rod with cap stamped "DUNAWAY ASSOC. LP" (unless otherwise noted) 0= Set Mag Nail with shiner stamped "DUNAWAY ASSOC. LP" A metes and bounds DUNAWAY ❑ = City of Fort Worth description of even date 16.81 Acres or 732,407 Square Feet accompanies this drawing. 550 Bailey Avenue•suite 400•Fort Worth,Texas 76107 F/-7 = Event Facilities Fort Worth, Inc. PAGE 2 OF 8 Tel:817.335.1121 5.664 Acres or 246,711 Square Feet l FIRM REGISTRATION 10098100 DUNAWAY JOB 8001706.001 I� DATE: JANUARY 13, 2016 EXHIBIT 'A " OVERALL PROPERTY DESCRIPTION PROPERTY DESCRIPTION BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, City of Fort Worth, Tarrant County, Texas, being a portion of Blocks 7, 8, 11, 12, 13, and 14, Ross Heights, an addition to the City of Fort Worth, according to the plat recorded in Volume 310, Page 32, Plat Records, Tarrant County, Texas, all of Lot 1, Block 6, Will Rogers Memorial Center, an addition to the City of Fort Worth, according to the plat recorded in County Clerk's Document Number D216067302, Plat Records, Tarrant County, Texas, all of the right-of-way vacations made by the City of Fort Worth described as Parcels 1 through 7 & 9 through 15 in City Ordinance No's. 22458-10-2016 and 22484-10-2016, right-of-way vacations made by the City of Fort Worth for 15' alley in Block 13 of said Ross Heights in City Ordinance No's. 4517 and 5885, all of those certain tracts of land described in deeds to the City of Fort Worth, Texas, recorded in County Clerk's Document Numbers D215277818, D214105521, & D216156487, and Volume 1865, Page 325, Volume 1783, Page 441, Volume 2124, Page 322, Volume 1422, Page 1, Volume 3411, Page 466, Deed Records, Tarrant County, Texas, and all of those certain tracts of land described in deeds to Event Facilities Fort Worth, Inc., recorded in County Clerk's Document Numbers D205382397, D208394839, D208394840, & D2100117605, and Volume 15346, Page 17, Deed Records, Tarrant County, Texas, said tract of land being more particularly described by metes and bounds as follows: i BEGINNING at a found "X" cut in concrete for the southwest corner of said Lot 1, Block 6, and being the inner ell corner of a jog in the east right-of-way line of Montgomery Street (variable width); THENCE North 00 degrees 35 minutes 31 seconds West, with the east right-of-way line of said Montgomery Street, with the west lines of said Lot 1, Block 6, said City of Fort Worth, Texas tract, recorded in County Clerk's Document Number D215277818, said Parcel 5, and the remainder of Lot 20, of said Block 13, Ross Heights, a distance of 516.79 feet to a found "X" cut in concrete for the northwest remainder corner of said Lot 20, Block 13; THENCE North 06 degrees 17 minutes 34 seconds East, with the east right-of-way line of said Montgomery Street and with the west line of former 15' Alley of said Block 13, Ross Heights, a distance of 15.06 feet to a found mag nail with shiner stamped "DUNAWAY ASSOC. LP" (herein referred to as with shiner" ) for the southwest remainder corner of Lot 1, of said Block 13, Ross Heights; THENCE North 00 degrees 18 minutes 44 seconds East, with the east right-of-way line of said Montgomery Street and with the west line of said Lot 1, Block 13, a distance of 120.00 feet to a set 5/8-inch iron rod with cap stamped "DUNAWAY ASSOC. LP" (herein referred to as "with cap" ) for the northwest remainder corner of said Lot 1, Block 13, and the southwest corner of said Parcel 4; THENCE North 00 degrees 15 minutes 45 seconds East, with the east right-of-way line of said Montgomery Street and with the west lines of said Parcel 4, said Block 12, Ross Heights, and said Parcel 2, a distance of 354.96 feet to a set 5/8-inch iron rod with cap for the northwest corner of said Parcel 2, being on the south line of Lot 20, of said Block 7, Ross Heights, and being the outer ell corner of a jog in the east right-of-way line of said Montgomery Street; THENCE North 89 degrees 35 minutes 31 seconds West, will a jog in the east right-of-way line of said Montgomery Street and with the south line of said Lot 20, Block 7, a distance of 18.99 feet to a set mag nail with shiner for the southwest corner of said Lot 20, Block 7, and being the inner ell corner of said jog in the east right-of-way line of said Montgomery Street; THENCE North 00 degrees 35 minutes 31 seconds West, with the east right-of-way line of said GMontgomery Street and with the west line of said Lot 20, Block 7, a distance of 120.00 feet to a set mag nail with shiner for the northwest corner of said Lot 20, Block 7, and being an inner ell corner of a jog in the right-of-way line of said Montgomery Street; b DUNAWA A drawing of even date accompanies this metes Y and bounds description. 550 Bailey Avenue •Suite 400•Fort Worth,Texas 76107 PAGE 3 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB 8001706.001 II DATE: JANUARY 13, 2016 EXHIBIT 'A " 11 OVERALL PROPERTY DESCRIPTION CONTINUED PROPERTY DESCRIPTION THENCE South 89 degrees 35 minutes 31 seconds East, with a jog in the east right—of—way line of said Montgomery Street and the north line of said Lot 20, Block 7, a distance of 20.78 feet to a set mag nail with shiner for the southwest corner of said Parcel 1, and being an outer ell corner of said jog in the east right—of—way line of said Montgomery Street; THENCE North 00 degrees 15 minutes 45 seconds East, with the east right—of—way line of said Montgomery Street and with the west line of said Parcel 1, a distance of 15.00 feet to a set mag nail with shiner for the northwest corner of said Parcel 1, being on the south line of Lot 1, of said Block 7, Ross Heights, and being an outer ell corner of a jog in the east right—of—way line of said Montgomery Street; ii THENCE North 89 degrees 35 minutes 31 seconds West, with a jog in the east right—of—way line of said Montgomery Street and with the south line of said Lot 1, Block 7, a distance of 21.01 feet to a set mag nail with shiner for the southwest corner of said Lot 1, Block 7, being the inner ell corner of said jog in the east right—of—way line of said Montgomery Street; i THENCE North 00 degrees 35 minutes 31 seconds West, with the east right—of—way line of said Montgomery Street and with the west line of said Lot 1, Block 7, a distance of 120.00 feet to a set mag nail with shiner for the northwest corner of said Lot 1, Block 7, and being the intersection of the east right—of—way line of said Montgomery Street with the south right—of—way line of Harley Avenue (variable width); THENCE South 89 degrees 35 minutes 31 seconds East, with the south right—of—way line of said Harley Avenue and with the north lines of said Block 7 and said Parcel 6, a distance of 550.01 feet to a set "X" cut in concrete for the northeast corner of said Parcel 6, being the inner ell corner of a jog in the south right—of—way line of said Harley Avenue; THENCE South 00 degrees 35 minutes 31 seconds East, with a jog in the south right—of—way line of said Harley Avenue and with the east line of said Parcel 6, a distance of 4.19 feet to a set "X" cut in concrete for the northwest remainder corner of Lot 1, of said Block 8, Ross Heights, and being the outer ell corner of said jog in the south right—of—way line of said Harley Avenue, said point being the beginning of a curve to the right, having a radius of 429.91 feet and whose chord bears South 66 degrees 24 minutes 21 seconds East, a distance of 334.30 feet; THENCE Southeasterly, with the south right—of—way line of said Harley Avenue, with the north remainder line of said Block 8, and with said curve to the right, through a central angle of 45 degrees 45 minutes 33 seconds, an arc length of 343.35 feet to a set mag nail with shiner for the end of said I curve; THENCE South 43 degrees 31 minutes 34 seconds East, with the southwest right—of—way line of said Harley Avenue and with the northeast remainder line of said Block 8, a distance of 137.41 feet to a set mag nail with shiner for the beginning of a curve to the left, having a radius of 490.00 feet and whose chord bears South 47 degrees 30 minutes 38 seconds East, a distance of 68.09 feet; THENCE Southeasterly, with the southwest right—of—way line of said Harley Avenue, with the north remainder line of said Block 8, with the northeast line of said Parcel 10, and with said curve to the left, through a central angle of 07 degrees 58 minutes 06 seconds, an arc length of 68.15 feet to a set mag nail with shiner for the end of said curve; DUNAWA A drawing of even date accompanies this metes Y and bounds description. 550 Bailey Avenue•Suite 400•Fort Worth,Texas 76107 PAGE 4 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB B001706.001 DATE: JANUARY 13, 2016 EXHIBI T "A •• OVERALL PROPERTY DESCRIPTION CONTINUED PROPERTY DESCRIPTION THENCE South 51 degrees 29 minutes 41 seconds East, with the southwest right—of—way line of said Harley Avenue, with the northeast line of said Parcel 10, and with the northeast remainder line of said Block 11, Ross Heights, a distance of 77.61 feet to a set 5/8—inch iron rod with cap for the north clip corner of the intersection of said southwest right—of—way line with the northwest right—of—way line of Trail Drive; THENCE South 06 degrees 29 minutes 41 seconds East, with the clip corner of the intersection of the southwest right—of—way of Harley Avenue with the northwest right—of—way line of Trail Drive, a distance of 14.14 feet to a set "X" cut in concrete for the south corner of said clip corner, being on the northwest right—of—way line of said Trail Drive (110—foot width); THENCE South 38 degrees 30 minutes 19 seconds West, with the northwest right—of—way line of said l Trail Drive and with the southeast remainder lines of said Block 11, Ross Heights, said Block 14, Ross 1 Heights, and with the southeast lines of said Parcels 12, 13, and 14, a distance of 521.97 feet to a set "X" cut in concrete for the beginning of a curve to the left, having a radius of 515.00 feet and whose chord bears South 19 degrees 03 minutes 25 seconds West, a distance of 342.94 feet; THENCE Southwesterly, with the northwest right—of—way line of said Trail Drive, with the southeast remainder line of said Block 14, with the southeast lines of said Parcels 7 and 15, the east lines of said Lot 1, Block 6, Will Rogers Memorial Center, and said Event Facilities Fort Worth, Inc. tracts, recorded in County Clerk's Document Number D208394840, & D205382397, Deed Records, Tarrant County, Texas, and with said curve to the left, through a central angle of 38 degrees 53 minutes 48 seconds, an arc length of 349.62 feet to a found mag nail with shiner for the end of said curve, said point being the common north corner of said Event Facilities Fort Worth, Inc. tracts, as recorded in County Clerk's Document Numbers D208394840 and D208394839, Deed Records, Tarrant County, Texas; THENCE South 00 degrees 23 minutes 28 seconds East, with the west right—of—way line of said Trail Drive and with the east line of said Event Facilities Fort Worth, Inc. tract, recorded in County Clerk's Document Number D208394839, Deed Records, Tarrant County, Texas, a distance of 181.16 feet to a found "X" cut in concrete for the southeast corner of said Event Facilities Fort Worth, Inc. tract, recorded in County Clerk's Document Number D208394839, Deed Records, Tarrant County, Texas, and being the northeast corner of Lot 1, Block 5, Will Rogers Memorial Center, an addition to the City of Fort Worth, according to the plat recorded in County Clerk's Document Number D212259325, Plat Records, Tarrant County, Texas; I THENCE North 89 degrees 49 minutes 25 seconds West, with the north line of said Lot 1, Block 5, and with the south lines of said Event Facilities Fort Worth, Inc. tract, recorded in County Clerk's Document Number D208394839, Deed Records, Tarrant County, Texas, and with the south line of said Lot 1, Block 6, a distance of 604.82 feet to the POINT OF BEGINNING and containing a calculated area of 979,118 square feet or 22.477 acres of land. DUNAWA A drawing of even date accompanies this metes and bounds description. 550 Bailey Avenue •Suite 400•Fort Worth,Texas 76107 PAGE 5 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB 8001706.001 f DATE: JANUARY 13, 2016 EXHIBIT "A " SAVE AND EXCEPT PROPERTY DESCRIPTION TRACT 1 PROPERTY DESCRIPTION BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, City of Fort Worth, Tarrant County, Texas, being a portion of Lot 1, Block 6, Will Rogers Memorial Center, an addition to the City of Fort Worth, according to the plat recorded in County Clerk's Document Number D216067302, Plat Records, Tarrant County, Texas, and part of the right—of—way vacation made by the City of Fort Worth described as Parcel 5 in City Ordinance No. 22458-10-2016, and all of those certain tracts of land described in deeds to Event Facilities Fort Worth, Inc., recorded in County Clerk's Document Numbers D205382397, D208394839, and D208394840, Deed Records, Tarrant County, Texas, said tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found "X" cut in concrete for the southwest corner of said Lot 1, Block 6, and being i the inner ell corner of a jog in the east right—of—way line of Montgomery Street (variable width); THENCE North 00 degrees 35 minutes 31 seconds West, with the east right—of—way line of said Montgomery Street and with a west line of said Lot 1, Block 6, a distance of 219.26 feet to a point for corner and the southwest corner of that certain tract of land described in deed to City of Fort Worth, Texas, recorded in County Clerk's Document Number D215277818; THENCE South 89 degrees 35 minutes 31 seconds East, with the south line of said City of Fort Worth tract, a distance of 90.00 feet to a point for the southeast corner of said City of Fort Worth tract; THENCE North 00 degrees 35 minutes 31 seconds West, with the east line of said City of Fort Worth tract, and crossing into said Parcel 5, a distance of 152.52 feet to a point for corner; THENCE South 89 degrees 35 minutes 31 seconds East, crossing said Parcel 5, a distance of 300.00 a feet to a point for corner; i THENCE South 00 degrees 35 minutes 31 seconds East, crossing said Parcel 5, with the west line of that certain tract of land described in deed to the City of Fort Worth, Texas, recorded in County Clerk's Document Number D214105521, Deed Records, Tarrant County, Texas, a distance of 152.50 feet to a point for the southwest corner of said City of Fort Worth tract; THENCE South 89 degrees 35 minutes 31 seconds East, with the south line of said City of Fort Worth tract, a distance of 125.00 feet to a point for corner of said City of Fort Worth tract; THENCE North 00 degrees 35 minutes 31 seconds West, with the east line of said City of Fort Worth tract, a distance of 127.50 feet to a point for the northeast corner of said City of Fort Worth tract, in the south line of a right—of—way vacation made by the City of Fort Worth described as Parcel 6 in City Ordinance No. 22458-10-2016; THENCE South 89 degrees 35 minutes 31 seconds East, with the north line of said Lot 1, Block 6, the south line of said Parcel 6, and the south line of a right—of—way vacation made by the City of Fort Worth described as Parcel 15 in City Ordinance No. 22484-10-2016, a distance of 117.48 feet to a point for the southeast corner of said Parcel 15 and the northeast corner of said Lot 1, Block 6, in the west right—of—way line of Trail Drive (110—foot width), and the beginning of a non—tangent curve to the left, having a radius of 515.00 feet and whose chord bears South 08 degrees 49 minutes 21 seconds West, a distance of 164.92 feet; A drawing of even date DUNAWAY accompanies this metes and bounds description. 550 Bailey Avenue•Suite 400•Fort Worth,Texas 76107 PAGE 6 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB B001706.001 DATE: JANUARY 13, 2016 EXHIBI T "A " SAVE AND EXCEPT PROPERTY DESCRIPTION TRACT 1 CONTINUED PROPERTY DESCRIPTION THENCE Southwesterly, with the west right—of—way line of said Trail Drive, the east line of said Lot 1, Block 6, with the east line of said Event Facilities Fort Worth tracts, and with said non—tangent curve to the left, through a central angle of 18 degrees 25 minutes 39 seconds, an arc length of 165.64 feet to a found mag nail with shiner stamped "DUNAWAY ASSOC. LP" for the end of said curve, said point being the common north corner of said Event Facilities Fort Worth tracts, as recorded in County Clerk's Document Numbers D208394840 and D208394839, Deed Records, Tarrant County, Texas; THENCE South 00 degrees 23 minutes 28 seconds East, with the west right—of—way line of said Trail Drive and with the east line of said Event Facilities Fort Worth, Inc. tract, recorded in County Clerk's Document Number D208394839, a distance of 181.16 feet to a found "X" cut in concrete for the southeast corner of said Event Facilities Fort Worth, Inc. tract, and the northeast corner of Lot 1, Block 5, Will Rogers Memorial Center, an addition to the City of Fort Worth, according to the plat recorded in County Clerk's Document Number D212259325, Plat Records, Tarrant County, Texas; THENCE North 89 degrees 49 minutes 25 seconds West, with the north line of said Lot 1, Block 5, and with the south lines of said Event Facilities Fort Worth, Inc. tracts, recorded in County Clerk's Document Numbers D208394839 & D205382397, Deed Records, Tarrant County, Texas, and the south line of said Lot 1, Block 6, a distance of 604.82 feet to the POINT OF BEGINNING and containing a calculated area of 190,704 square feet or 4.378 acres of land. DUNAWA A drawing of even date accompanies this metes Y and bounds description. 550 Bailey Avenue•Suite 400•Fort Worth,Texas 76107 PAGE 7 OF 8 Tel:817.335.1 121 FIRM REGISTRATION 10098100 DUNAWAY JOB B001706.001 DATE: JANUARY 13, 2016 I EXHIBIT "A " PROPERTY DESCRIPTION SAVE AND EXCEPT PROPERTY DESCRIPTION TRACT 2 BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, City of Fort Worth, Tarrant County, Texas, being A PORTION OF Lots 1 & 20, Block 12, Ross Heights, an addition to the City of Fort Worth, according to the plat recorded in Volume 310, Page 32, Plat Records, Tarrant County, Texas, all of Lots 2 through 4 and 17 through 19, Block 12 of said Ross Heights, and a portion of the right—of—way vacations made by the City of Fort Worth described as Parcel 2, Parcel 3, and Parcel 4, in City Ordinance No. 22458-10-2016, said tract of land being more particularly described by metes and bounds as follows: BEGINNING at a point for corner on the west line of said Parcel 4, being on the east right—of—way line of Montgomery Street (variable width), and from which a set 5/8—inch iron rod with cap stamped "DUNAWAY ASSOC. LP" (herein referred to as "with cap" ) for the southwest corner of said Parcel 4 and the northwest remainder corner of Lot 1, Block 13, of said Ross Heights, bears South 00 degrees 15 minutes 45 seconds West, a distance of 25.00 feet; THENCE North 00 degrees 15 minutes 45 seconds East, with the east right—of—way line of said Montgomery Street, with the west lines of said Parcels 2, 3, and 4, and with the west line of said Block 12, a distance of 304.96 feet to a point for corner on the west line of said Parcel 2, from which a set 5/8—inch iron rod with cap for the northwest corner of said Parcel 2 on the south line of Lot 20, Block 7, of said Ross Heights bears North 00 degrees 15 minutes 45 seconds East, a distance of 25.00 feet; THENCE South 89 degrees 35 minutes 31 seconds East, crossing said Parcel 2, a distance of 181.38 feet to a point for corner; THENCE South 00 degrees 35 minutes 31 seconds East, crossing said Parcels 2, 3, and 4, along the east lines of said Lots 4 and 17, Block 12, a distance of 305.01 feet to a point for corner within said Parcel 4; THENCE North 89 degrees 35 minutes 31 seconds West, crossing said Parcel 4, a distance of 185.93 feet to the POINT OF BEGINNING and containing a calculated area of 56,007 square feet or 1.286 acres of land. I "~ A drawing of even date Y accompanies this metes DUNAWA and bounds description. 550 Bailey Avenue •Suite 400•Fort Worth,Texas 76107 PAGE 8 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB 8001706.001 DATE: JANUARY 13, 2016 Exhibit`B-2" Description/Depiction of Overall Land [The description/depiction of the remaining proposed area of the Land to comprise the Arena Complex site follows this cover page] LOT 1, BLOCK 1 EXHIBIT "A " ORTH USEM OF SC BL CK 7 Qo FORT AND HISTORYUADDITIONIENCE SA VE AND EXCEPT MAP QUEENSBOROUGH HEIGHTS X o rl CABINET A. SLIDE 12273 VOLUME 310, PAGE 54 o¢ P.R.T.C.T. P. .T.C.T. EL 0 HARLEY AVENUE a�Nl HARLEYAVENUE (VARIABLE WIDTH) 0 200' BL CK w BOCK 7 SET X-CUT QUEENSBOROUGH HEIGHTS ROSS HEIGHTS IN CONCRETE PARCEL 9 SCALE FEET VOLUME 310, PAGE 54 >- � 1 2 VOLUME 310, PAGE 32 I 8 I 9 10 1 2 I 3 4 5 •- � ___, P. T.C.T r P. .T.0 T. d PARCEL 1 LOT 1, BLOCK 4 LU J ITY F FO T RTH 6 WILL ROGERS MEMORIAL 2 m VOLUME 1422, PAGE 1 CENTER R:T C.T. � � CITY OF ORT WOR �' I C.C.D. N0. D212156447 z Q VOLUME 1865, PAGE 325 BUCK 8 P.R.T.C.T. 0 > 20 19 18 17 16 VOLUME 1783, PAGE 441 w 20 ROSS HEIGHTS r ro VOLUME 2124, PAGE 322 w VOLUME 310, PAGE 3215 14 S89'35 31 E D. .T.C. . P.R T.C.T 13 LAFAYETTE AVENUE 181.38' PARCEL 2 } N00'15'45"E 1_ LAFAYETTE AVENUE o LAFAYETTE AVENUE PARCEL 10 T Ftp r;TUTF'eG' Z 25,00' CI 0 FOR W014TH (D PARCEL 11 I FORT �If iTN, Nom: O VOLUME 3411,PAGE 466 1 ]V,3 4 5 6 7 S I 9 1 BLO K 1 W r � No 0OVOLUME 1783, PAGE 441 BL CK 1QUEENSBOROUGH HEIGHTS in ['2 0117605 n O R:T,C T. PARCEL 12VOLUME 310, PAGE 54 t pt r r< rT, AND 6 1 7 1 8 9 ROSS HEIGHTSP.R.T.C.T. iO V(LUME'15,3- PARCEL 3 OLUME 310, PAGE 32 SET T O P.R.T.C.T. 'AG" I-, X-CUT IN F p M 0 112 1 CONCREYPOINT O 9 : i1y BEGINNING Z TFk- 2' in ROSS HEIGHTS FIRST TRACT 1 M VOLUME 310, PAGE 32 VOLUME 1422, PAGE 1 SAVE AND EXCEPT ;I 236 AcR�S- 20 15 14 TRACT 2 O R.T.C.T. D. T.O.T 5 '56 0013.7 0 �P � DEXTER AVENUESC113AF.c;FtcT, PARCEL 4 DEXTER AVENUE DEXTER AVENUE PARCEL 13 o o.ov S00'15'45W 89'35'31 'W S656 25.00' 185.93' CI OF FOR WOR ¢ BLOCK 1 6 J�� \ A s 1 FOUND MAG NAIL WITH I VACATED C.C.D. NO D216156487 a ROSS HEIGHTS 0 RIGHT-OF-WAY VOLUME 1865, PAGE 325 VOLUME 310, PAGE 32 SHINER STAMPED I CITY ORDINANCE 5 VOLUME 1783, PAGE 441 P.RIT.C.T 5 P S� 'DUNAWAY ASSOC. LP' NO. 4517 D.R.T.C. . -- 14 CIT'( OF FORT' ��yo LOT 1, BLOCK 3 BLO K 1 11 WORTH �ti Z WILL ROGERS VOLUME 1422, �� MEMORIAL CENTER QUEENSBOROUGH HEIGHTS BL CK 3 PARCEL 14 PAGE 1 1 C.C.D. NO. VOLUME 310, PAGE 54 I ROSS HEIGHTS VACATED BRYCE R.T. T. SET X-CUT D212156447 P.R.T.C.T., I VOLUME 310, PAGE 32• RIGHT-OF-WAY 12 AVENUE 20 1911..1 IN CONCRETE P.R.T.C.T. �LI P,R.T.C.T. CITY ORDINANCE " FOUND x-cur I 589'35 31 E IN CONCRETE PARCEL 5 N0. 5885 PARCEL 7 BRYCE AVENUE BRYCE AVENUE PARCEL 15 117.48' S�l1= BLOCK 1 CITY of I u T I P�ocK F CITY of %} 0=18'25'39" FORT !II ROrr.f<� 41FM.JF<IAL rt�aTcF FORT WORTH //I QUEENSBOROUGH WORTH, i; R=515.00' L=165.64' HEIGHTS ADDITION TEXAS w D•-N6 D716Qo73J9 TEXAS VOLUME 388-81, PAGE 47 C.C.D, NO ,d D R ,r.T, r C.C.D. NO - CH=58'49'21"W 164.92' P R�T C.T 21527781 c�,T FA'PLIrFa - D214105521 o R T c.T. EPRdGR i}i;-I C D.R.T.0 T FOUND MAG NAIL WITH r r D,V0 U[f S3F239/ " I F SHINER STAMPED DF TC Tr VJiL�1A UgdE301 3 SA9;;p';I"F_ ucr,T FAGI�ITiES F R r t "DUNAWAY ASSOC. LP" RS 0 ri o 90 JO �mr��N ,IrJu I >y w NET' C r 0 NO. D?J8394 4f 1 pO. .-' CO�TEtPC A�!, 1 r P T('T I C14 to p,65 o ry 4� 8 ia�E{C J EV P r FACU�r,ES FORT I, ►'� o 1�0 SJI�P,FcirFetrcT, WORTH, INCI � Line Table Z r OC D N0.D20839483 POINT OF BEGINNING � Do Line Bearing Distance SAVE AND EXCEPT TRACT 1 N89.49'25"W 604.82' Number FOUND X-CUT IN CONCRETE LOT 1, BLOCK 5 FOUND X-CUT L6 N00'35'31"W 152.52' WILL ROGERS MEMORIAL CENTER IN CONCRETE I C.C.D. NO. D212259325, D.R.T.C.T. L7 SOO'35'31"E 152.50' Parcels 1-15 are right—of—way vacations by City Ordinance L8 S89.35'31"E 125.00' No. 22458-10-2016 and 22484-10-2016. L9 N00.35'31"W 127.50' •= Set 5/8" iron rod with cap stamped "DUNAWAY ASSOC. LP" (unless otherwise noted) 0= Set Mag Nail with shiner stamped "DUNAWAY ASSOC. LP" &4w A metes and bounds Inc 1� 1 City of Fort Worth description of even date DUNAWAY F 16.81 Acres or 732,407 Square Feet accompanies this drawing. 550 Bailey Avenue•Suite 400•Fort Worth,Texas 76107 %// = Event Facilities Fort Worth, Inc. PAGE 2 OF 8 Tel:817.335.1121 % 5.664 Acres or 246,711 Square Feet FIRM REGISTRATION 10098100 DUNAWAY JOB 8001706.001 DATE: JANUARY 13, 2016 EXHIBI T "A » SAVE AND EXCEPT PROPERTY DESCRIPTION TRACT 1 PROPERTY DESCRIPTION BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, City of Fort Worth, Tarrant County, Texas, being a portion of Lot 1, Block 6, Will Rogers Memorial Center, an addition to the City of Fort Worth, according to the plat recorded in County Clerk's Document Number D216067302, Plat Records, Tarrant County, Texas, and part of the right—of—way vacation made by the City of Fort Worth described as Parcel 5 in City Ordinance No. 22458-10-2016, and all of those certain tracts of land described in deeds to Event Facilities Fort Worth, Inc., recorded in County Clerk's Document Numbers D205382397, D208394839, and D208394840, Deed Records, Tarrant County, Texas, said tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found "X" cut in concrete for the southwest corner of said Lot 1, Block 6, and being the inner ell corner of a jog in the east right—of—way line of Montgomery Street (variable width); THENCE North 00 degrees 35 minutes 31 seconds West, with the east right—of—way line of said Montgomery Street and with a west line of said Lot 1, Block 6, a distance of 219.26 feet to a point for corner and the southwest corner of that certain tract of land described in deed to City of Fort Worth, Texas, recorded in County Clerk's Document Number D215277818; THENCE South 89 degrees 35 minutes 31 seconds East, with the south line of said City of Fort Worth tract, a distance of 90.00 feet to a point for the southeast corner of said City of Fort Worth tract; THENCE North 00 degrees 35 minutes 31 seconds West, with the east line of said City of Fort Worth tract, and crossing into said Parcel 5, a distance of 152.52 feet to a point for corner; THENCE South 89 degrees 35 minutes 31 seconds East, crossing said Parcel 5, a distance of 300.00 feet to a point for corner; THENCE South 00 degrees 35 minutes 31 seconds East, crossing said Parcel 5, with the west line of that certain tract of land described in deed to the City of Fort Worth, Texas, recorded in County Clerk's Document Number D214105521, Deed Records, Tarrant County, Texas, a distance of 152.50 feet to a point for the southwest corner of said City of Fort Worth tract; THENCE South 89 degrees 35 minutes 31 seconds East, with the south line of said City of Fort Worth tract, a distance of 125.00 feet to a point for corner of said City of Fort Worth tract; THENCE North 00 degrees 35 minutes 31 seconds West, with the east line of said City of Fort Worth tract, a distance of 127.50 feet to a point for the northeast corner of said City of Fort Worth tract, in the south line of a right—of—way vacation made by the City of Fort Worth described as Parcel 6 in City Ordinance No. 22458-10-2016; THENCE South 89 degrees 35 minutes 31 seconds East, with the north line of said Lot 1, Block 6, the south line of said Parcel 6, and the south line of a right—of—way vacation made by the City of Fort Worth described as Parcel 15 in City Ordinance No. 22484-10-2016, a distance of 117.48 feet to a point for the southeast corner of said Parcel 15 and the northeast corner of said Lot 1, Block 6, in the west right—of—way line of Trail Drive (110—foot width), and the beginning of a non—tangent curve to the left, having a radius of 515.00 feet and whose chord bears South 08 degrees 49 minutes 21 seconds West, a distance of 164.92 feet; A drawing of even date D accompanies this metes UNAWA�/ and bounds description. 550 Bailey Avenue•Suite 400 •Fort Worth,Texas 76107 PAGE 6 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB B001706.001 DATE: JANUARY 13, 2016 EXHIBIT "A " SAVE AND EXCEPT PROPERTY DESCRIPTION TRACT 1 CONTINUED PROPERTY DESCRIPTION THENCE Southwesterly, with the west right—of—way line of said Trail Drive, the east line of said Lot 1, Block 6, with the east line of said Event Facilities Fort Worth tracts, and with said non—tangent curve to the left, through a central angle of 18 degrees 25 minutes 39 seconds, an arc length of 165.64 feet to a found mag nail with shiner stamped "DUNAWAY ASSOC. LP" for the end of said curve, said point being the common north corner of said Event Facilities Fort Worth tracts, as recorded in County Clerk's Document Numbers D208394840 and D208394839, Deed Records, Tarrant County, Texas; THENCE South 00 degrees 23 minutes 28 seconds East, with the west right—of—way line of said Trail Drive and with the east line of said Event Facilities Fort Worth, Inc. tract, recorded in County Clerk's Document Number D208394839, a distance of 181.16 feet to a found "X" cut in concrete for the southeast corner of said Event Facilities Fort Worth, Inc. tract, and the northeast corner of Lot 1, Block 5, Will Rogers Memorial Center, an addition to the City of Fort Worth, according to the plat recorded in County Clerk's Document Number D212259325, Plat Records, Tarrant County, Texas; rTHENCE North 89 degrees 49 minutes 25 seconds West, with the north line of said Lot 1, Block 5, and with the south lines of said Event Facilities Fort Worth, Inc. tracts, recorded in County Clerk's Document Numbers D208394839 & D205382397, Deed Records, Tarrant County, Texas, and the south line of said Lot 1, Block 6, a distance of 604.82 feet to the POINT OF BEGINNING and containing a calculated area of 190,704 square feet or 4.378 acres of land. r� A drawing of even date 1'DUNAWAAY accompanies this metes and bounds description. 550 Bailey Avenue•Suite 400•Fort Worth,Texas 76107 PAGE 7 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB B001706.001 DATE: JANUARY 13, 2016 EXHIBIT "A " PROPERTY DESCRIPTION _ SAVE AND EXCEPT PROPERTY DESCRIPTION TRACT 2 BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, City of Fort Worth, Tarrant County, Texas, being A PORTION OF Lots 1 & 20, Block 12, Ross Heights, an addition to the City of Fort Worth, according to the plat recorded in Volume 310, Page 32, Plat Records, Tarrant County, Texas, all of Lots 2 through 4 and 17 through 19, Block 12 of said Ross Heights, and a portion of the right—of—way vacations made by the City of Fort Worth described as Parcel 2, Parcel 3, and Parcel 4, in City Ordinance No. 22458-10-2016, said tract of land 1 being more particularly described by metes and bounds as follows: BEGINNING at a point for corner on the west line of said Parcel 4, being on the east jright—of—way line of Montgomery Street (variable width), and from which a set 5/8—inch iron rod ( with cap stamped "DUNAWAY ASSOC. LP" (herein referred to as "with cap" ) for the southwest corner of said Parcel 4 and the northwest remainder corner of Lot 1, Block 13, of said Ross Heights, bears South 00 degrees 15 minutes 45 seconds West, a distance of 25.00 feet; THENCE North 00 degrees 15 minutes 45 seconds East, with the east right—of—way line of said ! Montgomery Street, with the west lines of said Parcels 2, 3, and 4, and with the west line of said Block 12, a distance of 304.96 feet to a point for corner on the west line of said Parcel 2, from which a set 5/8—inch iron rod with cap for the northwest corner of said Parcel 2 on the south line of Lot 20, Block 7, of said Ross Heights bears North 00 degrees 15 minutes 45 seconds East, a distance of 25.00 feet; THENCE South 89 degrees 35 minutes 31 seconds East, crossing said Parcel 2, a distance of 181.38 feet to a point for corner; THENCE South 00 degrees 35 minutes 31 seconds East, crossing said Parcels 2, 3, and 4, along the east lines of said Lots 4 and 17, Block 12, a distance of 305.01 feet to a point for corner within said Parcel 4; THENCE North 89 degrees 35 minutes 31 seconds West, crossing said Parcel 4, a distance of 185.93 feet to the POINT OF BEGINNING and containing a calculated area of 56,007 square feet or 1.286 acres of land. AwzDUNAWA A drawing of even date accompanies this metes Y and bounds description. 550 Bailey Avenue•Suite 400 •Fort Worth,Texas 76107 PAGE 8 OF 8 Tel:817.335.1121 FIRM REGISTRATION 10098100 DUNAWAY JOB B001706.001 DATE: JANUARY 13, 2016 l� City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/6/2016 DATE: Tuesday, December 6, 2016 REFERENCE NO.: C-28021 LOG NAME: 25AMENDMASTERAGREEMENTARENA SUBJECT: Authorize Execution of Agreements for Development and Operation of the Multipurpose Arena Adjacent to the Will Rogers Complex, Including a Funding Agreement and Amendment of the Master Agreement, All with Event Facilities Fort Worth, Inc., and a Long-Term Lease Agreement with Multipurpose Arena Fort Worth and Authorize Public Events Director to Periodically Close Certain Streets on a Temporary Basis as Needed During Construction and for Events (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of the First Amendment to the Master Agreement with Event Facilities Fort Worth, Inc. (EFFW), to address issues related to the development of the project on terms and conditions described below; 2. Authorize the execution of a Funding Agreement with Event Facilities Fort Worth, Inc., for the funding of the Multipurpose Arena on terms and conditions described below; 3. Authorize the execution of a Lease Agreement with Multipurpose Arena Fort Worth for the operation of the Multipurpose Arena on the terms and conditions described below; and 4. Authorize the Public Events Director to periodically make temporary closures of portions of Harley Avenue and Trail Drive adjacent to the Arena, as necessary, in connection with the construction of the Arena and, once the Arena is operational, as needed for the safe production of events. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the majority of the remaining contracts associated with funding, development, construction and operation of the Multipurpose Arena and adjacent support facilities and to approve related matters. First Amendment to Master Agreement. The Master Agreement between the City and Event Facilities Fort Worth, Inc. (EFFW), for the Multipurpose Arena was authorized on November 10, 2015 (M&C C- 27527, City Secretary Contract (CSC) No. 47218). At the time of its execution, Staff anticipated execution of a separate Development Agreement governing the Arena construction, but subsequent discussions with EFFW have led to the conclusion that an amendment to the Master Agreement would be sufficient to adequately address the development process. The proposed amendment would: . grant a license for City-owned property to construct the Multipurpose Arena and adjacent support i Logname: 25AMENDMASTERAGREEMENTARENA Page 1 of 4 I facilities; • allow use of alternative risk mitigation measures in lieu of traditional payment and performance bonds; • require EFFW to file a lien on City-licensed land and EFFW-owned land during construction, including the property that EFFW will be deeding to the City after construction has been completed; • allow for EFFW to retain ownership of its land and the facility in the event City bond proceeds have not been made available by the end of 2017; • update Exhibit C: Funding Model; • limit City approval for naming and sponsorship to permanent and semi-permanent signage to substantial portions of the complex; and • make other conforming changes. Funding Agreement. The Funding Agreement between the City and EFFW will address the private and public funding commitments related to the costs to design, develop and construct the Multipurpose Arena complex. The proposed Funding Agreement requires: • the City to obtain and deposit into a special dedicated account proceeds from the sale of revenue bonds in an amount equal to the City's remaining funding commitment of approximately $200,000,000.00, which reflects the City's total $225,000,000.00 commitment less the prior public expenditures and contributions for land acquisition and other expenses related to the project; • EFFW to obtain and demonstrate funding and related assurances in an amount equal to EFFW s remaining funding commitment, which includes approximately $175,000,000.00 that remains on its half of the $450,000,000.00 base budget (EFFW s $225,000,000.00 commitment less prior contributions and expenditures for engineering, infrastructure work, and garage construction) PLUS the full amount of project costs that exceed $450,000,000.00, and to establish a special dedicated account therefor; • transfers by both parties into a specially created project disbursement account that will be used to pay mutually approved invoices; • each party to provide assurance of its ability to meet its funding commitment, with the City's assurance likely taking the form of a bond-marketability opinion from the selected underwriter and EFFW s assurance anticipated to be in the form of a letter from its banking depository; • the City's reasonable and best efforts to issue and sell, by no later than July 1, 2017, revenue bonds that, after payment of all issuance costs, funding.of reserves, and making of similar bond-related expenditures, provides net available proceeds equal to the City's remaining funding commitment; and • since City issues bonds are secured by venue taxes, City and EFFW to work cooperatively to ensure all revenues are properly remitted and reported, Lease Agreement. The Lease Agreement will be between the City and Multipurpose Arena Fort Worth, a non-profit corporation designated by the Arena Group to operate the Multipurpose Arena and adjacent support facilities. The key terms of the proposed Lease Agreement with Multipurpose Arena Fort Worth (MAFW), are: • Lease to be effective on execution. • Term is for a period of 30 years with options for two 20-year extensions, with the initial term commencing upon the date of the first public event in the Arena Facility. • MAFW to pay rent of$1.00 per year and to assume and bear all costs incurred for operations, staffing, maintenance, upkeep, security, utilities and improvements of facilities. • Arena Complex is to be for the purpose of agricultural, sports, school, community, family, entertainment, exhibition, banquet and similar events and other lawful uses subject to applicable laws. • MAFW has the right to negotiate and execute licenses, concession agreements, subleases, management agreements and other agreements related to the Arena Complex and to retain revenues therefrom to help defray the unsubsidized operating costs of the facility throughout the Logname: 25AMENDMASTERAGREEMENTARENA Page 2 of 4 term of the agreement and any renewals. • MAFW has authority to grant marketing rights, including sponsorships, naming rights, and associated signage and to retain revenue therefrom to help defray the unsubsidized operating costs of the facility throughout the term of the agreement and any renewals. • MAFW is required to obtain and maintain general liability insurance at its expense naming City as an additional insured. • MAFW is allowed to directly obtain and maintain property insurance that would ordinarily be acquired and maintained by the City, with the City providing an annual reimbursement out of the Public Events operating budget in an amount up to what the City would pay if it were acquiring the insurance. Street Closure Authority. Currently, all street closures must be approved by the Transportation and Public Works Department (T/PW), with City Council approval being required for(i) event-related closures of more than three days and (ii) construction-related closures of more than 10 days. Approval of this M&C will grant authority to the Director of Public Events, without approval of T/PW or further action by the City Council, to periodically close identified portions of Trail Drive and Harley Avenue adjacent to the Arena on a temporary basis to facilitate construction and, following the Arena's opening, the safe production of events with no limit as to the number of days. Attached to this M&C is a diagram showing the street segments in question. The closures may be related to event move-in or move-out, and high traffic volume events will be staffed in accordance with a security and traffic management matrix. Off-duty Fort Worth Police officers will generally be used for traffic control but may be supplemented with off-duty peace officers from other jurisdictions operating under the supervision of off-duty Fort Worth Police officers. It is anticipated that most such street closures will be less than 10 days in duration. Any other required construction- or event-related street closures will continue to be handled under the City's current process. Other Outstanding Agreements. The M&C approving the Master Agreement (M&C C-27527; November 10, 2015) also authorized the City Manager or his designee to negotiate and execute a parking and sign Agreements. To facilitate moving forward with the funding and other more pressing Agreements, the City and EFFW have agreed to defer finalizing the parking and signage arrangements to a later date. When construction of the arena commences, the current parking lot south of Harley that supports events at the Will Rogers Memorial Center will be taken out of service. To provide parking for trailers and other oversized vehicles during the period of construction, Staff anticipates entering into a Short Term Parking Agreement with EFFW to allow the City and its parking-services provider exclusive use of the parking lots that are owned by EFFW along Trail Drive. This Agreement will be presented to the City Council in January 2017 and will provide a short term solution to the immediate parking needs during construction while the parties finalize a longer term Agreement. It is anticipated that signage in and around the Arena complex will be encompassed in a larger unified sign district that is currently being developed for the overall Cultural District. That district is projected to be finalized by December 31, 2017, which is well before the opening of the Arena facility. FISCAL INFORMATION /CERTIFICATION: The Director of Finance certifies that the execution of the Master Agreement established the parameters, including the financial components of the Multipurpose Arena. Specific fiscal impacts will be included in each of the subsequent actions presented for Mayor and Council approval, including the issuance of debt, levy of 334 Taxes and appropriations for the capital project. Lognarne: 25AMENDMASTERAGREEMENTARENA Page 3 of 4 i I FUND IDENTIFIERS (FIDs): TO Fund Department Accoun Project JProgram ctivity Budget Reference # moun ID ID Year Chartfield 2 FROM Fund Department Accoun Project Program ctivity Budget Reference # ountl ID ID Year Chartfield 2 CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Kirk Slaughter (2501) Additional Information Contact: Kirk Slaughter (2501) ATTACHMENTS 1. 2016-11-29 Arena Complex Lease Agreement FINAL.pdf (Public) 2. 2016-11-30 First Amendment to Master Agreement FINAL.pdf (Public) 3. 2016-12-2 Funding Agreement FINAL. df (Public) 4. EFFWForm1295.pdf (Public) 5. MAFWForm1295.pdf (Public) 6. MAP Street Closure -Trail Dr Harley Aye.pdf (Public) Logname: 25AMENDMASTERAGREEMENTARENA Page 4 of 4 Contract Compliance Attachment For ARENA COMPLEX LEASE AGREEMENT City Secretary Contract No. M&C C-28021 December 6, 2016 CITY OF FORT WORTH USE ONLY Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all no nce and reporting requirements. N. Weir Director of Public Events r .-, oal (�/ GEG 6' RGA T EE OF NTERES u ED PAPMES FORM 1295 1 of 1 Complete Nos,1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business, 2016-137425 Multipurpose Arena Fort Worth Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/16/2016 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a description of the services,goods,or other property to be provided under the contract. 25 ARENA MASTER AGREEMENT 25 AMEND MASTER AGREEMENT ARENA Nature of interest 4 Name of Interested Party City,State,Count ry(place of business) (check applicable) Controlling Intermediary Homan, Matt Fort Worth,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Shut Mcc.Ch 04/17/2019 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said Matt Homatl,President ,this the 16th day of November 2016 to certify which,witness my hand and seal of office. 'A.,ky-.� Sharon McClung Office Manager Signature of officer ad i istering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277