HomeMy WebLinkAboutContract 47218-A1 CITY SECTARY
CONTRACT No. G/ 1-
FIRST AMENDMENT TO MASTER AGREEMENT REGARDING
MULTIPURPOSE ARENA AND ADJACENT SUPPORT FACILITIES
This FIRST AMENDMENT TO MASTER AGREEMENT REGARDING MULTIPURPOSE
ARENA AND ADJACENT SUPPORT FACILITIES is entered into as of the ;,7-Z, day of
February 2017 ("Amendment Date"), by and between the CITY OF FORT WORTH, TEXAS, a
duly incorporated home rule city of the State of Texas, and EVENT FACILITIES FORT
WORTH, INC., a Texas non-profit corporation and its successors or assigns. All capitalized
terms used herein which are not otherwise defined have the meaning assigned to them in the
Master Agreement.
RECITALS
WHEREAS, on and as of November 11,2015,the City and the Arena Group entered into
that certain Master Agreement Regarding Multipurpose Arena and Adjacent Support Facilities,
the same being Fort Worth City Secretary Contract No. 47218 (the "Master Agreement"); and
WHEREAS, 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; and
WHEREAS, to allow Arena Group to fulfill its obligations related to the planning,
design, development, construction, completion, and making operational of the Arena Complex,
the Arena Group requires a legal right to enter on and to use certain City property; and
WHEREAS, the parties wish to amend the Master Agreement to provide the necessary
authority to the Arena Group; to address other matters related to the planning, design,
development, construction, completion, and making operational of the Arena Complex; and to
reflect that the majority of the Project Documents will be agreed to on or before December 31,
2016.
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:
1.
That the twenty-second "Whereas" clause of the Master Agreement is deleted in its
entirety and replaced with the following:
WHEREAS, in the event that the Project Documents, other than the Parking
Agreements and Sign Agreement, have not been agreed to by the City and the Arena
First Amendment to Master Agreement Page 1 of 5
4 ::
Group on or before December 31, 2016, then either party shall have the right to terminate
this Agreement, in which event, neither party shall have any further liability to the other
on account thereof; and
2.
That Article I, "The Arena Complex Development," of the Master Agreement is revised
and amended to delete the first sentence of Section 1.3(a) and replace it with the following:
Subject to Sections 1.11.1(d) and 3.4(d), the City shall own the Arena Complex on City
Land for public purposes as provided herein and as set forth in the Act, and the Arena
Group shall own the Arena Group Surface Parking.
3.
That Article I, "The Arena Complex Development," of the Master Agreement is revised
and amended to delete the first sentence of Section 1.9 and replace it with the following:
The Arena Group shall contractually obligate the General Contractor to provide the
following assurances to protect the City and the Arena Group during and after
construction: (i) procedures to ensure payment to and performance by the General
Contractor's subcontractors, including subcontractor default insurance,
(ii) indemnification (which shall include commitments to defend and hold harmless)
consistent with indemnification provisions customarily provided by prime contractors for
City-owned construction projects with a scope similar to that of the Arena Complex, and
(iii) insurance, including, but not limited to, commercial liability, all-risks builders risks,
workers compensation, errors and omissions/professional liability insurance for any
engineering or design work (if applicable), auto liability and excess umbrella coverage,
each in form and substance not less than is customary for a City-owned construction
project with a scope similar to that of the Arena Complex.
4.
That Article I, "The Arena Complex Development," of the Master Agreement is revised
and amended to add a new Section 1.11.1 to read as follows:
Section 1.11.1 Additional Requirements.
(a) By execution of this Agreement and effective as of the Amendment Date, the
City licenses to the Arena Group the land shown in Exhibit D for the purpose of
planning, designing, developing, constructing, completing, and making operational the
Arena Complex, with the period of such license to continue until the later of (i) the
Commencement Date of the Arena Complex Lease between the City and Multipurpose
Arena Fort Worth or (ii) the date on which title to the Arena Group Facility Land is
transferred to the City under Section 3.2. The City acknowledges and agrees that Arena
Group shall file a lien on the land licensed by the City to Arena Group, Arena Group
Facility Land and other Arena Group owned land. For the avoidance of doubt, this
Section 1.11.1(a) is not intended to restrict or supersede the license of City land to Arena
Group under the Master Agreement as originally executed but instead to broaden the
scope of the license to include additional City land as of the Amendment Date and to
clarify the duration of the license.
First Amendment to Master Agreement Page 2 of 5
(b) Arena Group shall ensure the construction of the Arena Complex in accordance
with the terms of this Agreement.
(c) Arena Group retains ownership of the Arena Group Facility Land and the Arena
Facility during construction. The City shall at all times retain its ownership and other
rights in the land shown in Exhibit D.
(d) Arena Group covenants and agrees that on completion of the construction of the
Arena Complex and deposit of the Available Bond Proceeds in the Public Project Cost
Account, Arena Group shall take all actions necessary to vest title in the City in the
Arena Complex and the Arena Group Facility Land, subject to Section 3.2 of this
Agreement. In the event the Available Bond Proceeds have not been deposited in the
Public Project Cost Account by December 31, 2017, the Arena Group may elect, in its
sole discretion, to retain ownership of the Arena Group Facility Land and the Arena
Facility, and the parties agree to negotiate in good faith regarding the operation of the
Arena Complex and any associated ground lease or similar arrangement, if required.
(e) Arena Group shall ensure that its General Contractor and subcontractors
diligently pursue the work necessary to reach substantial completion of the Arena
Complex in accordance with the construction schedule agreed to by and between the City
and Arena Group. In the event of a delay or other change to the agreed construction
schedule, Arena Group shall ensure that the City is timely provided with a revised
schedule indicating when the General Contractor expects to reach substantial completion
of the work.
5.
That Article I, "The Arena Complex Development," of the Master Agreement is revised
and amended to delete Section 1.12 in its entirety and replace it with the following:
Section 1.12 Naming Rights, Sponsors and Signage.
The Arena Group and its Assignees shall have all authority, control and rights in
selecting the name or names of the Arena Complex, as well as the sponsor or sponsors
for which the various portions of the Arena Complex will be named from time to time,
and all signage (subject to generally applicable limitations in the City Code), branding,
service, concession, seat license,pouring or other rights, including without limitation,the
right to retain all proceeds therefrom. Any naming or sponsorship agreements entered
into by the Arena Group or an Assignee that involve affixing permanent or semi-
permanent signage to the Arena Complex or any substantial portion thereof shall be
subject to the City's approval, such approval not to be unreasonably withheld,
conditioned, or delayed. Such rights, licenses and sponsorships shall be structured in a
manner that they will not.adversely affect the tax-exempt status of the City's Arena
Complex Bonds.
6.
That Article II, "Costs and Financing of the Arena Project," of the Master Agreement is
revised and amended to delete the second sentence of Section 2.6(b) and replace it with the
First Amendment to Master Agreement Page 3 of 5
following:
The City anticipates the City Council passing an ordinance or resolution on or before
March 31,2017,providing authority to issue the Arena Complex Bonds.
7.
That Article II1, "The Land," of the Master Agreement is revised and amended to add a
sentence to the end of Section 3.2 to read as follows:
Arena Group shall transfer and convey the Arena Group Facility Land and Arena Group
Garage Land to the City as described in this section without unreasonable delay and in
any event no later than one year after the date of issuance of a certificate of occupancy
for the Arena Complex.
8.
That Article IV, "Lease Matters," of the Master Agreement is revised and amended to
add a new Section 4.1(k)to read as follows:
Prior to the Commencement Date of the Arena Group Lease, the parties shall negotiate
and agree to a Sign Agreement or other appropriate vehicle containing mutually
acceptable terms governing signage needs in, around, and in the vicinity of the Arena
Complex in a manner that complies with applicable City Code and that will not unduly
restrict the Arena Group's ability to properly and completely publicize the Arena
Complex and to maximize revenues from that source.
9.
That Article VI, "Termination," of the Master Agreement is revised to delete Section
6.1(b) in its entirety and replace it with the following:
(b) By the Arena Group if official City Council action authorizing the issuance of the
Arena Complex Bonds has not been taken by March 31,2017;
10.
That Exhibit A, "Definitions,"of the Master Agreement is revised and amended to delete
the definition"Project Documents"and replace it with the following:
"Project Documents" means, collectively, the Funding Agreement, the Arena Group
Lease, and such other agreements as the City and the Arena Group parties may mutually
agree to,execute and deliver.
11.
That Exhibit C, "Financing Model," of the Master Agreement is deleted in its entirety and
replaced with a revised Exhibit C, "Updated Financing Model," which is attached hereto and
incorporated herein.
12.
That all other terms and provisions of the Master Agreement shall remain in full force
and effect except as specifically amended herein.
First Amendment to Master Agreement Page 4 of 5
This Agreement has been executed and delivered as of the date first written above.
CITY OF FORT WORTH: EVENT FACILITI FORT WORTH, INC.
a Texas n-p t c r oration
Byy' � ���'" By:
Sus�n Alanis ike Groomer
Assistant City Manager President& CEO
Date: I j`I I � ' Date:
APPROVED AS TO FORM AND
LEGALITY:
By:
y
uty City Attorney
�E�NI S C M oSST
Contract Authorization: M&C C-28021
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First Amendment to Master Agreement Page 5 of 5
EXHIBIT C
"Updated Financing Model"
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Contract Compliance Attachment
For
First Amendment to Master Agreement Regarding
Multipurpose Arena and Adjacent Support Facilities
City Secretary Contract No.47218
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 allr nce and reporting requirements.
p
Kirk laughter
Director of Public Events
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 rfor nce and reporting requirements.
N.Wer
Director of Public Events
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
Logname: 25AMENDMASTERAGREEMENTARENA Page 1 of 4
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.
Logname: 25AMENDMASTERAGREEMENTARENA Page 3 of 4
FUND IDENTIFIERS (FIDs):
TO
Fund Department Accoun Project Program ctivity Budget Reference # mol
ID ID Year Chartfield 2
FROM
Fund Department ccoun Project Program ctivity Budget Reference # moun
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.pdf (Public)
4. EFFWForm1295.pdf (Public)
5. MAFWForm1295.pdf (Public)
6. MAP Street Closure - Trail Dr Harley Ave.pdf (Public)
Logname: 25AMENDMASTERAGREEMENTARENA Page 4 of 4