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HomeMy WebLinkAboutContract 48732 CITY SECRETARY CONTRACT NO, ARENA PROJECT FUNDING AGREEMENT between CITY OF FORT WORTH and EVENT FACILITIES FORT WORTH,INC. dated as of February 4L 2017 OFFICIAL RECORD CITY SECRETARY �T WORTH,TX Lt5'r"of ExH[B[TS Exhibit A--Definitions Exhibit B Depiction of Pivicct Sitc,including City Land,City Licensed Land,Arena f iroup Facility Land,Arena Group Garage Land,Arena Group Surface Parking,and other Arena Group owned land Exhibit C—Anticipated Cash Flow Schedule 2 ARENA,PROJECT FUNDING AGREEMENT This ARENA PROJLCT FUNDING AGREEMENT is entered into 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,and EVENT FACILITIES FORTWORTH,H, INC.,a Texas non-profit corporation and its successors or assigns. RECITALS A. On and as of November H, 2415, the City and the Arena Group entered into that certain Master Agreement Regarding Multipurpose Arena and Adjacent Support Facilities. 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. The Arena Group is a non-profit corporation that supports the Southwestern Exposition and Livestock Show dlhla 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. 0. 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. F. 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 die Project Costs,and the City intends to issue Arena Complex Bonds for said purposes. F. As of the Effective Date, Arena Group has contributed the Prior Arena Group Contribution Antount,and City has contributed the Prior Public Contribution Amount. G. As contemplated by the Master Agreement, the City and the Arena Group will 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 therehy,all to be accornpiisltcd in concurrent transactions. H. The parties intend hereby to set forth the terms and conditions of their respective funding commitments with respect to the Arena Complex, and to provide the terms and s conditions of and for the Arena Project Closing. with certain of the provisions hereof surviving the closing and continuing in effect and enforccahle thereafter. NOW, THEREFORE. as a specific inducement to the City to fund the Public Contribution and as a specific inducement to the Arena Group to fund the Arena Group Contribution, each of such inducements being subject to tine terms hereof, and further, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration,the receipt and sufficiency of which consideration are acknowledged and confessed by each of the parties herein,the 1%irties hcreto do hereby agree as follows: ARTICLE I Gencr E revisions and Definitions Section 1.1 General Provisions. (a) Those certain provisions of this Agreement that; according to the tears and provisions hereof, will have effect from and after the Arena Project Closing shall survive the Arena Project Closing and shall continue to be in full force and effect and binding on the parties. (b) On, from, and after the Effective Date of this Agreement, (i) this Agreement, (ii)the other Project Documents, and (iii) those provisions of the Master Agreement not specitically superseded by this Agreement or the other Project Documents together constitute the entire understanding of the City and the Arcna Group with respect to the suhject matter hereof and contain all the covenants and agreements of the parties with respect thereto, and any provision in this Agreement that conflicts with or contradicts any provision in the Master Agreement shall automatically supersede such provision in the. Master Agreement, and such provisions of the Master Agreement shall automatically terminate and be deemed to have been fully performed by both the City and the Arena Group. Section 1.2 Definitions. (a) Unless the context otherwise requires, capitalized terms appearing in this Agreement, including, in the Recitals hereto, that are included as defined terms in the Master Agreement and that are not specifically and otherwise defined herein, shall have the meanings assigned to them in the Master Agreement. (b) Unless the context otherwise requires, capitalized terms appearing in this Agreement, including in the Recitals hereto,that are not defined terms in the Master Agreement or that are defined herein in a manner that differs from the Master Agreement shall have the meanings assigned to them in Exhibit A to this Agreement. ARTICLE 11 Funding of Project Costs Section 2.1 City Project Costs funding Commitment and Funding Sources_. The City shall use its reasonable and best efforts to obtain funds from the issuance, sale. and delivery of one or more series of Arena Complex Bonds in an amount that is net after 4 providing for the paymenl of issuance costs, the creation of reserves, and the deposit of capitalized interest. and upon terms and conditions that conform to applicable law, and dial arc satisfactory to the C'ity. equal to $225,400,000 less the Prior Public Contribution Amount (rurt including delayed bond issuance, if any, as permitted by Section 2.7(d) of the Master Agreement). Section 2.2 Arcrta Group's Project Costs Fund nu Commitment and Funding Sources. The Arena. Croup sliall use its reasonable and best efforts to obtain funds equal to the Adjusted Arena Group Contribution Amount from commercial and private sources, including cash, equity, personal or permanent seat license revenues, or third party contributions Or financing upon reasonable terms and conditions that are acceptable to Arena Group, provided, however, that sources may not be used that would compromise or conflict with the nort-profit status of Arena.Group or its Assignees or that would adversely affect the tax-exempt status of any Arena Complex Bonds. AR l ICI.F.HI Creation and Control of Funds, Payment of Proiect Costs Section 3.1 City's Statutory and Other Funds. (a) City has established the Venue Project Fund pursuant to City Resolution 4387-12- 20I4 as required by the Act, and shall maintain the same at its lawful depository bank,separate and apart from all other accounts of City. Money on deposit in the Venue Project Fund may be invested in accordance with applicable law. The Venue Project Fund shall be divided into such separate and distinct accounts as may be required to identify the specific sources and amounts of funds on deposit therein at all times. When and as required by the terms of this Agreement, funds on deposit in the Venue Project Fund shall be deposited and/or transferred to various accounts therein or to other funds and accounts in order to assure the timely payment of the Arena Complex Bonds, and to provide for the payment of the City's share (as determined in accordance with Section 3.3(h))of each installment payment of Project Costs that becomes due and payable,in accordance with the Schedule of projected Project Cost Expenditures. (b) In connection with the sale of the Arena Complex Bonds.the City shall establish such funds and accounts(including,without limitation, the Public Project Cost Account) as are necessary or desirahle nr as may he required by underwriters, investors, rating agencies, credit providers, or the Attorney General of the State of Texas, to the extent permitted by and consistent with the Act and other applicable law, to facilitate timely and economic issuance and repayment of the Arena Complex bonds. The City acknowledges that any funds in the Public Project Cost Account shall he dedicated solely to the payment of Project Costs. Section 3.2 Arena Group's Project.Costs Fund. Arena Group shall establish and maintain the Arena Group Project Cost Account, at a depository institution to be mutually agreed by the Arena Group and the City,and shall maintain the same separate and apart from all other accounts of the Arena Group. Arena Group shall periodically make deposits of money into the Arena Group Project Cost Account at times and in amounts as will enable it to pay its share (as determined in accordance with Section 3.3(h)) of each installment payment of Project Costs that becomes due and Payable in accordance with the 5 Schedule of Projected Project Cost Dxpenditums. The Arena Group acknowledges that an} funds in the Arena Group Project Cost Accrmnt shall he dedicated solely to the payment of Project Costs. Section 3.3 Creation.Administration,and Funding of Disbursenticnt Account. (a) In connection with the sale of the Arena Complex Bonds, Arena Group and City will jointly create, and will thereafter keep and maintain, the Disbursement Account at a mutually selected and approved banking institution. Money deposited in the Disbursement Account may be invested, at the direction of City and Arena Group,only in such obligations or types and having ratings that are authorized for public funds under the Public Funds investment Act, Chapter 2256, Texas Government Code, as amended, in accordance with an investment policy agreed to by Arena Group and City. If necessary, City, Arena Group and the banking institution selected for the Disbursement Account will enter into a disbursement agreement memorializing the relevant provisions of Sections 3.3 and 3.4 of this Agreement. (b) The Disbursement Account shall be the account frorn which invoices for [lie payment of Project Costs will be made on presentation of a Payment Certificate complying with Section 3.4 of this Agreement. (c) 'rhe parties acknowledge that the Disbursement Account is a trust account and shall be dedicated solely to the payment of Project Costs, and expenditures and withdrawals of money from this fund for any other purpose is strictly prohibited unless such expenditure or withdrawal is specifically approved by both City and Arena Group in the manner provided in Section 3.4 of this Agreement. (d) The Disbursement Account shall not be commingled with any other City or Arena Group funds. The Disbursement Account shall be administered and controlled (including signatory authority)by Arena Group. (e) Any amounts remaining on deposit in the Disbursement Account at the beginning of a month. may be applied to reduce the amounts that otherwise would be required to be deposited therein for succeeding months. (f) From and after the date upon which City has deposited to the Public Project Cost Account the full amount of Elie Adjusted Public Contribution Amount, no further deposits horn City into the Public Project Cost Account shall he required from any other funds or revenues of City. City shall cause funds to he transferred iiom the Public Project Cost Account to the Disbursement Account as and when needed to pay current, accruing, and unpaid Project Costs attributable to the City under subsection(h)of this section. (g) The parties acknowledge and agree that the Arena Group intends to provide a Financial Assurance as evidence of the availability and dedication of funds for some portion of the Adjusted Arena Group Contribution AmuunL No later than March 31, 2017, the Arena Group will provide a Financial Assurance for an amount equal to 100%of the Adjusted Arena Group Contribution Amount. Arena Group shall (1) make additional deposits to the Arena Group Project Cost Account as and when needed to pay current, accruing, and unpaid Project Costs attributable to the Arena Group under subsection(h)of this section,and(2)he required to deposit funds to the Arena Group Project Cost Account in excess of the Adjusted Arena Group Contribution Amount from time to time to the extent necessary to pay any Project Costs consisting of Overruns. 6 (h) The Financial Assurance shall he in a form that (i) verifies the Arena Group's available funds are equal to the then-outstanding Adjusted Arena Group Contribution Amount, (ii) evidences such funds are dedicated to the Arena Project, and (iii) contains appropriate COMMIS to C115LIre 5UCh funds shall only be used for the purpascs intcn<Icd herein. The allocation and order of payment for unpaid Project Costs as betiveen the City and Arena Oroup shall be contingent on whether the form and substance of the Financial Assurance is reasonably acceptable to the City. (1) 1f the Financial Assurance provided by Avena Group by Ifor•ch 31. 2017 is reasonably acceptable to the City, then upon the sale of the Arena Complex Bonds and the del-ioslt of the proceeds thereof in the Public Project Cost Account, the City shall fund one hundred percent (100%) of the Project Costs until such tirzir as the expended public funds equal the funds expended by the Arena Group on Project Costs prior to such date. At such time as the amounts expended from both City and Arena Group sources are equal,Elie Arcna Group and the City shall cause the Disbursement Account to be funded equally and on a timely basis from the Arena. Group Project Cost Account and the Public Project Cost. Account, respectively, upon presentation of a Payment Certificate in compliance with Section 3.4 herein, until such time as each party has expended a total (if' $225,000,000.04 less an amount equal to the estimated retainage under the Arena Facility construction agreement, which the parties anticipate to be between $40,004,404 and $50,000,000. Thereafter, the Arena Group shall fund one hundred percent(100%) of the Project Costs and Overruns until such time as the retainage becomes due and payable under the Arena Facility construction agreement,at which time the City shall cause the withheld retainage amount to he transferred to the Disbursement Account. (u) If the Financial Assurance by Arena Group by March 31, 2017 is not reasonably acceptable to the City, then upon the sale of the Arena Complex Bonds and the deposit of the proceeds thercof in the Public Project Cost Account,the City shall fund only that portion of the Project Costs as is necessary to ensure (hat a sufficient portion of the proceeds from the Arena Complex Bonds is timely spent in order to comply with federal regulations regarding overissuance of debt. Thereafter, the Arena Group shall fund one hundred percent (100%) of the Project Costs and Overruns until such time as the only amount that remains unpaid for the combined Overruns and Arena Project Budget is the unexpended portion of the City's $225,000,000.00 funding commitment, at which point the City shall fund one hundred percent(100%) of Elie Project Costs until such time as the City's expenditures for Project Costs equal$225,000,000.00. (ill) I.f Financial Assurance reasonahly acceptable to rhe City is provided after March 31, 2017, hast fanny, to the titre when Arena Group has expended one hundred percent(1009,()of Me Ac jusled Arena G�rrrrp Contribution Amount,then the City shall promptly commence funding the Project Costs pursuant to Section 3.3(h)(1). Section 3.4 Payment of Pro jcet Costs. (a) The Arena Group shall promptly disburse funds from the Disbursement Account to pay each Project Cost, provided that a Payment Certificate executed by the Arena Group and. 7 by the City authorizing such payment is duly completed in the manner described herein, and provided further that the funding of the Disbursement Account is subject to the provisions set forth in Sections 3.3(f),(g)and(h). (b) "Paymeni Cerlfcate" means a written certificate prepared and executed by the Arena Group: (i) which (A) reasonably identifies and represents that the identified Project Costs are duc rind awing and authorized to be paid pursuant to such payment certificate, (B) certifies that the amounts payable do not include contract retentions(other than those that are due)and(C)identities the portion of such amount (if anv) to be haw(erred to the Disbursement Account from the Public Project Cort Account arid the portion of such amount (if any) to be transferred to the Dishursement Account from the Arena Group Project Cost Account; (ii) which has attached to it a copy of an invoice(s)relating to such Project Costs which reasonably identifies the payee(or payees), the goods,services and/or materials provided by such payee (or payees) and the total amount due and owing with respect to such goods,services and/or tnaterials; (iii) (A) which, in the case of any Project Cost covered by such payment certificate that was incurtrd in connection with services, goods or materials provided by the Gencral Contractor or any other contractor, has been executed by the Architect for the purpose of confirming that such services, goods or materials have been satisfactorily delivered or completed as the case may be;or (B) which, in the case of any Project Cost associated with a reasonable general or administrative expense of a party under Project Costs(xviii) has been executed by the Independent Auditor;and (iv) which has been executed by Arena Group or its designee to certify that the fees, costs, expenses and other charges reflected on the payment certificate constitute Project Costs and are due and owing. (c) If a Payment Certificate is otherwise completed and executed in accordance with Section 3.4(b) (i)-(iv)and is submitted to the Director, then Director shall promptly, acid in no event later than ten (10) days after City's receipt of the Payment Certificate, (1) execute the Payment Certificate on behalf of City to evidence City's approval of payment from the Disbursement Account of all portions of the Payment Certificate that are not disapproved or questioned as provided below,and(2)return the Payment Certificate to Arena Group. City shall cause the Director to respond promptly and expeditiously, and in no event later than ten (10) days after receipt thereof,to all requests by Arena Group relating to Paannent Certificates. If the Director disapproves or questions the correctness or authenticity of any portion of the Payment Certificate, he or she shall notify Arena Group,and payment with respect to the disputed portion of the Payment Certificate shall not be made until Arena Group and the Director have jointly settled such dispute and such Payment Certificate is executed by the Arena Group and by the City. 9 (d) Within ten (10) days of City's approval of Elie Payment Certificate or any approved portion thercot, Director shall cause the City`s portion (as determined in accordance with Section 3.3(h)) of the corresponding ,amount of funds to he transferred from the Public Project Cost Account to the Disbursement Account. (e) Within ten (10) days of City's approval ol' the Payment Certificate or any approved portion thereof,tlhe Arena Group shall cause the Arena Group's portion(as determined in accordance with Section 3.3(h))of the corresponding alnnunE or funds to be transferred from the Arena Group Project dost Account to the Disbursement Account. Section 3.5 Rights to Audit. (a) The Arena Group and the City shall each have the right to audit,upon reasonable notice and at each party's respective expense, all expenditures and financial records related to the Arena Project,including the records related to the Project Accounts. (b) Arena Group shall have the right to audit,at its sole cost and expense and subject to the terms of this paragraph,the Public Project Cost Account. Upon written request by Arena Group, City shall give Arena Group access to all records controlled by, or in the direct or indirect possession or City (other than records subject to legitimate claims of attorney-client privilege) relating to the Public Project Cost Account and any subaccounts therein, and permit Arena Group to review such records in connection with conducting a reasonable audit of such account. (c) City shall have the right to audit, at its sole cost and expense and subject En Elie terms of this paragraph, the Arena Group Project Cost Account. Upon written requcst by City, Arena Group shall give City access to those certain records controlled by, or in the direct or indirect possession of Arena Group(other than records subject to legitimate claims of attorney- clicnt privilege) relating to the Arena Group Project Cost Account and the Disbursement Account, and permit City to review such records in connection with conducting a reasonable audit of such fund and account. (d) City and Arena Group shall reasonably cooperate with the assigned independent auditors (internal or external)with respect to this Section 3.5, and shall retain and maintain all such records for at least five(7)years from the date of completion of the Arena Complex. ARTICLE IV Conditions to Arena Pro'ect Closing Section 4.1 Conditions to Arena Group's.Participation in Arena Proiect Closing. If any of the following Closing Conditions have not been satisfied prior to the specified date,then Arena Group shall have the right and option to terminate this Agrecrrreni and to cancel the Arena Project Closing,to-wit: (a) By the Effective Date; Arena Group must have received an independent professional cost analysis, prepared by an analyst selected by Arena Group. estimating that the Project Costs will not exceed $540,360,406.00(which amount consists of$450,000,000.00 plus Overruns,the amount of which is acceptable to Arena Group). 9 (b) The Fort Worth City Council must have authorized issuance of the Arena Complex Bonds by March 3 I,2017. (c) By March 31, 2017, Arena Group muse have received and approved acceptable assurances from reputable investment banking firms,municipal bond underwriters..or nationally recognized financial advisors selected by City of City's ability to market and sell on a timely. basis Arena Complex Bonds in an amount that will provide, together with moneys previously contributcd by the City,ar least 5225,000,000 of net funds to pay Project Costs. (d) By March 31, 2017, Arena Group must have received and approved acceptable assurances from rcputahle investment banking firms.municipal bond underwriters.or nationally recognized financial advisors selected by City that City's financing plans will assure that City will receive funds on a ritnely basis in order to comply with the Public Contribution funding requirements of Section 3.3(f)of this Agreement. (e) By July 1,2017,the City shall have sold the Arena Complex Bonds. Section 4.2 Conditions to City's Participation in Arena Proioet Closing. if the following Closing Condition has not been satisfied prior to the specified date,then City shall have the right and option to terminate this Agreement and to cancel the Arena Project Closing,to-wit: By March 31, 2017, City must have received the Financial Assurance that the Arena Group will be able to satisfy its funding requirements under this Agreement.. Section 4.3 Exercising Rights of Termination. With the exception of termination on the basis of failure to comply with Section 4.1(e), any termination right granted in either Section 4.1 or Section 4.2 of this Agreement may be exercised by the patty having the right to terminate delivering written notice to the other party by not later than March 31; 2017, whereupon both parties shall be released from this Agreement without further responsibility or liability. In the event Arena Group chooses to terminate on the basis of failure to comply with Section 4.1(c), such termination right may be exercised by Arena Group delivering written notice to City by not later than the earlier of(i)the date of sale of the Arena Complex Bonds or (ii)July 1, 2017. Upon delivery of written notice in accordance with the preceding sentence, both parties shall be released from this Agreement without further responsibility or liability. ARTICLE V Closing Procedures Section 5.1 Actions Required at Closing. On the Arena Project Closing Date,the parties shall cause the following actions to occur: (a) City will proceed in accordance with the Act and other applicable law to the: closing and funding of such portion of the financing of the Public Contribution as has been approved by the parties according to the terms of this Agreement through the issuance of Arena la Complex Bonds,and agreed to by the underwriters and credit providers; (h) Arena Group will proceed to close such other prearranged financing arrangement~ of the Arena Group Contribution as may be required to conform to the funding requirements of this Agreement,and agreed to by the financial institutions or private parties who have agreed to provide such financing; (c) City and Arena Group shall execute and deliver the Project Documents where required by their terms and provisions. Section 5.2 Effectiveness of Actions. Each and every one of the actions required to be taken on the Arena Complex Closing Date under the provisions of Section 5.1 and any and all substantive and procedural actions required in connection therewith, shall be deemed and conclusively presumed for all legal purposes to have been taken concurrently and simultaneously, irrespective of the actual time or date on which such actions were taken, and no such action shall be deemed to he final until all necessary actions have been taken and accomplished, failing which, the completed actions shall be null and void.Otherwise, if all appropriate and required actions are taken at the Arena Project Closing.. tits Project Documents shall be in full force and effect according to their terms. ARTICLE V1 I suancc of Arena Complex lex Bonds Parameters of 3.34 Revenues Section 6.1 Issuance of Arena Complex Bonds. City will issue one or more series of Arena Complex Bonds to pay any portion of the Project Costs and may issue one of more series of Arena Complex Bonds to pay a portion of eligible future addition,renovation,capital improvements, repairs or maintenance for the Arena Complex. Section 6.2 Collection and Calculation of 334 Revenues. (a) If City issues any Arena Complex Bonds that are secured by 334 Revenues,City shall levy and the parties shall work cooperatively to ensure the collection and remittance of the proceeds from the 334 Revenues as provided in the Act. (b) Arena Group shall assist City and the users of the Arena Complex to Calculate the 334 Revenues due and report to City in a format reasonably acceptable to City and from time to time as City may reasonably request. Section 6.3 Continuation of 334 Revenues WhHe Arena m 1 xBond,,,arc O rtstandin P. 'rhe taxes generating the 334 Revenues shall be imposed and collected throughout Elie period during which any Arena Complex Bonds are outstanding and unpaid. Section 6.4 Anticil2ated Cash flow Schedule. As required by the Master Agreement,attached hereto as Exhibit C is the anticipated cash flow schedule based an the Arena Project Budget to effect the payment of Project Costs. II Section 6.5 Refinancing or Restructuring. City shall afrord Arena Group a reasonable opportunity to review and otter input on any proposed refinancing or restructuring of the initial Arena Complex Bonds. In addition,because of the potential impact the admissions tax has on Arena Complex operations, to the extent any debt refinancing, restructuring, of new issuance involves expendable proceeds attributable primarily to the admissions tax, the City commits, for the duration of the lease and any extensions, to obtaining Arena Group review and approval regarding how such proceeds are to be expended, which approval shall not unreasonably be withheld. Nolwilhstanding, the generality of the foregoing, under no circumstances shall Arena Group's consent be required to the extent a refunding or restructuring is required solely to preserve the tax-exempt status of tile bonds. City shall reasonably consider any and all requests by tile Arena Group to refinance ur restructure the Arena Complex Bonds, provided, however, that any such refinancing or resG•ucturing shall he subject to the mutual approval of Arena group and City, which approval shall not be unreasonably withheld. No refinancing or restructuring of the Arena Complex Bonds shall be undertaken in a manner that would adversely affect the tax-exempt status of any Arena Complex Bonds or that would impair in any material respect the rights of City tinder this Agreement or the Project Documents. ARTIC 1_17 VII Miscellaneous Section 7.1 Nuticcs. Any notice to be given or to be served in connection with this Agreement 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 FcdFx or IIPS) or (iii) certified or registered mail, return receipt requested,postage pre-paid and shall be deemed to have been given and received either (A) upon actual delivery (if delivered by subsection (1) or (11) above) or (B) forty-eight (4$) hours atter 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 the Arena Group: If to the City: Event Facilities Fart Worth,Inc. City of Fort Worth 115 West 2nd Street,Suite 210 loaf)Throckmotton Fort Worth,Texas 76102 bort Worth,'texas 76102 Attn, Mike Groomer Attn: City Manager With copies to: With _ to-. Kelly Hart& Hallman LLP City Attorney 201 Main Street,Suite 2500 1000 Throckniorton Fort Worth,Texas 76102 Fort Worth,Texas 76102 Attn: Darren J.Keyes Section 7.2 Mudificatiuns. No subsequent agreement amending, supplementing, modifying, waiving or in any way r•elatirzb to the subject matter of this Agreement shall be effective unless set forth in a written instrument making; specific reference to this Agreement 12 signed by City and Arena Group. No waiver of any breach of this Agreement shall be construed as an implied amendment or aareen,ent to amend any provision of this Agreement or as a waiver of any such breach in the future. Section 7.3 Descriptive Ileadmg`s. The descriptive headings of this Agreement are inserted for convenience in reference only and do not in any way limit or amplify the terms and provisions of this Agreement. Section 7.4 Partial Invalidity. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall,to any cxtcrtt. be held invalid or unenforceable, the remainder of this Agreement, or the application of such tcmi, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or uncnlbroeable, shall not be allectcd thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 7.5 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 City and Arena Group, it being understood and agreed that none of the provisions contained herein or any acts of the City hereunder shall be deemed to create any relalionsh"rp between City and Arena Group other than as spccif ically set forth in the Act. Section 7.6 Third Partics. Nothing in this Agreement shall be construed in any manner to create a cause of action for the benefit of any person not a party to this Agreement or to create any rights not otherwise existing at law for the benefit of any person not a party to this Agreement. Nothing in this Agreement shall be deemed to constitute a waiver of any immunity or affirmative defense that may be asserted by the Arena Group or the City as to claims of any third party. Section 7.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.Electronically reproduced signatures transmitted by facsimile or electronic mail shall be treated as originals for all purposes hereof. Section 7.8 Disclosure of Interested. Parties. Prior to the execution of this Agreement, Arena Croup shall evidence to City that Arena Group has made disclosure filings with the Texas Ethics Commission in accordance with Section 2252.948,'T'exas Government Code. [Signature Page Follows] 13 This Agreement has heed executed and del wered as of the date first written above. CITY OF FORT WORTH EVENT FACILITIES FORT WORT11,INC. a Texas non-profit c oration By: 1w By: us t Alanis 1 ikc(.r n7er Assistant C'itp Manager President& CEO Datc: A I I--� 1 -,n 17 Date: APPROVED AS TO FORM AND LEGALITY: By: NtS ('.Mctl[�o� �gr,T Ip *Cit ttorney Contract Authorintion: M&C C-28021 --a A'I TLST: i Mary 1, Kaysei City Secretary CM+FFICIAL RFCOR') CITti$ECR.T RY W�Iti'{FI,_T 14 EXHIBIT A DEFINITIONS "334 Election Ordinance- means Ordinance No. 21374-08-2014 adopted by the City Council or the City on .August 12, 2014,calling; for and ordering a special election to be held on November 4, 2.014 at which all LIualified voters of the City would have die opportunity to vote for the purpose of approving and implementing Resolution No.4327-07-2014. "334 Revenues" means collectively: (i) an admissions rax on each ticket sold as admission to an event held at the Arena Complex,at a rate not to exceed ten percent(10%)of die 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"means Chapter 334, Local Government Code,as amended. "rfglrrstcd Aivna Groulr Conn-1hutlon Anrouni" means (i) $225,000,000.00 less (A) the Prior Arena Oroup Contribution Amount and(H)any additional Project Cosls paid by the Arena Group between execution of this Agreement and the initial sale of the Arena Complex Bonds (not including the delayed bond issuance, if any, permitted by Section 2.7(d) of the Master Agreement).plus(ii)the costs of any Overruns incurred and recognized as of the closing date of such bonds. The amount of additional Project Casts paid by the Arena Group as of the initial sale of the bonds shall be memorialized in an addendum to this Agreement signed by the Arena Group Representative and the Director. "Adfusred Public Cont4bution,4mounr"means$225,000,000.0{1 less(A)the Prior Public Contribution Amount and(B)any additional Project Costs paid by the City between execution of this Agreement and the initial sale of the Arena Complex Bonds(not including the delayed bond issuance, if any,, permitted by Section 2.7(d) of the Master Agreement), The amount of additional Project Costs paid by the City as of the initial sale of the bonds shall be memorialized in an addendum to this Agreement signed by the Arena Group and the Director. "Ag7vemenr" means the "Arena Project Funding Agreement", entered into as of the Effective Date, by and between the Cita and the Arena Group to establish the patties' funding commitments and the schedule for contributions to each party's Project Cost Account and to the Disbursement Account. "1lrchilect"means the"archilccl"as defined in,^secliun 1.5 of the Master Agreement. "Arena Complex" means collectively, the Parking and the Arena Facility that are constructed for agricultural,sports,school,community, family and entertainment events. I5 "Arena Complex Bondi"means any issues of bonds or other obligations to be approved, authorized, and issued by Iltc City, in otic:or more series, in accordance with the Act. as further set forth in this Agreement,that are secured and payable as from a senior a junior lien pledge of (A)334 Revenues,(11)1.ncal PF%Funds,and(C)State PF7. Funds. ";arena Facilii.V" means collectively, a multipurpose arena, adjacent support facilities, and nny related infrastructure located on the City Land. "Arena Garage" means the parking garage being constructed in accordance with this Agreement. "Arena Group"means Event Facilitics Fort Wath, Inc.,a Texas non-profit corporation, and its Assignees. "Arena Group Contribution" means all payments of Project Costs by the Arena Group up to $215,000,000 as described in Section 1.2 of the Master Agreement less any expenditures made by the Arena.Group prior to the Master Agreement effective date as shown on Schedule I of the Master Agreement. "Arena Group Deposit"means deposits made to the Arena Group Project Cost Account pursuant to Section 3.3(g)of this Agreement. "Arena Group!Facility Land"means the land so identified on Exhibit A. "Arena Group Funding Payments"means all payments the Arena Group obligates itself to pay to the City in addition to the Base Rent pursuant to Section l.S(d) of the Master Agreement. "Arena Group Garage Land"means the land so identified on Exhibit B. "Arena Groilp Letrui" means collectively, the Arena Group Facility Land, the Arena Group Garage Land and other Arena Group owned land so identified on 1xhi6it B. "Arena Group Leasw"means the cornponerits of the Arena Complex located on die City Land and owned by the City and the Arena Group's Leasehold Interest to be executed of even date herewith by and between the City,as Landlord,and the Arena Group,as tenant. "Arena Group Project Cost Account"means the account created pursuant to Section 3.1. "Arena Group Representative" means Mike Groomer, or any subsequent individual, however designated by the Arena Group,who has full authority to administer the Agreement on behalf of die Arena Group. "Arena Group Surface Parking"means surface parking existing as of the effective date of the Master Agreement on Arena Group Land as identified on Exhibit B and anticipated to provide parking for the Arena Complex in accordanee with the terms of the Parking Agreements. IG "Arena Group's Leasrlwlii Interest" means Arena Group's leasehold interest in tile components of the Arena Complex located on the City Land and owned by bhe City, as further described in.Article IV of the Nlaster Agreement. ".arena Project" means the Arena Complex, the Arena Group Surface Parking and related land and infrastructure; provided, however, Che Arena Group and the City shall mutual K' agree as to the nature and scope of what constitutes rebated land and infrastructure. ".arena Project Budget"means the written preliminary budget setting forth the aggregate amount of the Project Costs and identifying in reasonable detail each material cost item including tide line items set forth in the document to be prepared and submitted by the Arena Group in accordance with the Master.Agreement. subject to subsequent ad,iustmcnts based on the:ultimate land acquisition and preparation costs and the completion of final design and architectural plans and final construction casts fur the Arena Project. ".arena Prnjecl Closing"riieans the completion in concurrent events of(i)the fulfillment of the finding obligations of the City under and in accordance with this Agreement, (ii) the fulfillment of the funding obtigations of the Arena Group under and in :accordance with this Agreement,and(iii)the execution and delivery of each of the Project Documents by the City and the Arena Group. "Arena Project Closing Date" means December 31, 2017.or such other date as the Citv and Arena Group shall mutually approve. "Assignee" or "Assignez,.0 means any non-profit corporation formed by one or more parties affiliated with the Arena 4_iroup for the purposes of lessening the burdens of the.City and to encourage agricultural pursuits and that will seek federal income tax exemption under Section 501(c)(3) of the Code to which the Arena Group assigns any of its rights or obligations under this Agreement. "Base Rent"means the payment clue to the City pursuant to the Arena Group lease. "City Lrrnrl"means the land so identified can Exhibit B and includes City Licensed Land. "City Licensed Land"means the land identified on E-hibit B that is licensed by the City to the Arena Group in accordance with the Master Agreement. "City" means the City of Fort Worth, Texas, a duly incorporated home rule city of the State of Texas. "Closing Conditions"shall mean those certain conditions precedent to the City's and the Arena Group's obligations to execute the Project Documents, and to consummate the Arena Project Closing,which conditions are set forth in Article IV hereof. "Code"means the Internal Revenue Code of I986 as amended. "Director"means a City department head or employee of the City designated by the City 17 Manager. "Disbursement Account"means the account created pursuant to Section 3.3. "-Effeclnv Dale" means the date on which the City and the Arena Group have both executed and delivered the Agreement. "Eleclion"means the special election held on November 4,2014 held in accordance with the 334 Election Ordinance. "'Financial Assurance" means evidence of funds' avaiIability and the funds' dedicatinn for the benefit of the Project from a bank acceptable to City in the amount sufficient to meet the Arena Group Contribution funding requirements under this Agreement. "General Conlroclor"means an individual satisfying the description in Section 1.6 of the Master Agreement. "Independent Audita-" means an independent certified public accountant or a firm of independent certified public accountants selected by the City Manager and approved by the Arena Group,which approval shall not be unreasonably withheld, for the purpose of confirming that the amount reflected in the invoices attached to a Payment Certificate with respect to any Project Cost associated with a reasonable general or adirtinistrative expense of a party under Projeci Cows (viii) is consistent with the terms of the written contract pursuant to which such Project Cost was incurred. "Local PF7_Furr<l.v "means incremental hotel-associated local tax revenue from the Zone. "AIasicr Agreement" means that certain Master Agreement Regarding Multipurposc Arena and Adjacent Support Facilities by and between the City and the Arena Group dated November 11,201 S. -Overrums"means the payment of Project.Casts in excess of the Arena Project Budget rind afier the Public Projcct Cart Account and Arena Group Project Cost Account are depleted pursuant to Seclionv 2.8(h)and 2.8(c)of tite Master Agrc'crncnt. "Parking" means the Arena Garage and additional surface parking serving the Arena Facility. "Parking Agreemews"means, collectively,agreements for interim construction parking and permanent parking at the Arena Complex, Arena Group Surface Parking and Will Rngers Memorial Center. "Payment Certificate" shall have the meaning set forth in Section 3.4{g} of this Agreement. "Prior Arena Group Conlribtdion Amounl" is the Arena Croup contrihUtinr, in the is amount of$71,693,076.00,which has been expended on Project Costs as of the Effective Date ((his amount includes the amount from Schedule I of the Master Agreement). "Prior Public Conn•ibution Ainaunt" is the City's contribution in the amount of $26,105,800.00,which has been expended on Project Costs as of the Effective Date(this amount includes the amount from Schedule It of the Master Agreement). "Project Account(s)" means collectively, the Public Project Cost Account, the Arena Group Project Cost Account,and the Disbursement Account. "Project Costs means collectively,the costs of the Arena Project as set forth in Seciton 2.1 of the Muster Agreement. "Projeei 17ocnrnents" means,collectively, this Agreement, the Arena Group Lease,and such other agreements as the City and the Arena Group parties may mutually agree to, execute and deliver. "Public Contribution" means the amount payable by the City, from the net available proceeds of the Arena Complex Bands 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) 5225,000,000 less any expenditures made by the City as shown on Schedule 11 of the Master Agreement. "Public Financing"means the use of public funds in the Funding of the Arena Project. "Public Project Cort ,account" means an account into which.the Public. Contribution shall he deposited and out of which account funds shall be transferred to the Disbursement Account. "Schedule of Projected Pr(yed('cosi Eelvndiiures"shall mean the schedule of estimated dates of payment and the amounts of Project Costs, as revised and adjusted from time to time, prepared by tltc Arena Group and reasonably approved by the City, in order to commcrice and curtrp)ctc the construction,and equip the.Arena Complex. "Sign Agreement" means the sign agreement or other similar document reflecting mutually agreeable terms negotiated by and bctwcen the City and the Arena(;roup as described in.Seeiim? 1.13 of the Master Agreement. "Venue Project Frrrrd"means the fund created pursuant to City of Fort Worth Resolution 4387-12-2014 as provided in the Act to be funded, in part, as provided in Section 3.1 of this Agreement. ".State PFZ Funds"means incremental hotel-associated state tax revenue from the Zone. "Zmne"means the arca 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. 19 EXHIBIT B DEPICTION OF PRgJECT SITE [follows] �� - jam• __ f j r ' I I � - 1 I=^ 1 ! 1 it I r -- EXHIBIT C ANTICIPATED CASA FLOW SCIIEDLLE [follows] . n Gi IIf ry P �.-n w •n n a pp N N oo M N M N rt g5 w I m o I w 51, � aS R R WM !A j 5 lv,r - ' SiSi Sd la Sir I �SiSi'5t�Si� $ g� "� •� �� �1 it W+ -„a ..LII o c5 o 4D E iE � IMM- i J a v y � � �� VVN. n ��, � NZi��5v •5 v�slm y•dlx V v a y x a �,� aaa as sz' x�� � Soa o•a a ,-- oora� ,µ vi � vM1 ©Nx .moi.��I V N a�b� �•gyp-. Sh O a K N Sig 9 ,; a a a-2���o i I Eli ii I �Nu"C M d'$ 9d �T pp QQ pp t] _ R T •h P P' W f � d� Qi I r 1 = -�. � � � i imp `[ u s 7n,F � JS i µ N �. a1 }� w Nei yy a c1�k I ' ' 19 ,R st 5t a3a e 1 NI N N H' ¢� r v�� � M1 ar l Jn�1 6 6�i est �• � �n v xi�' I�f Zak pp �w � A � n N N i w RrV � m ti Contract Compliance Attachment For Arena Project f=unding Agreement City Secretary Contract No. M&C C-28021 December 6,7076 CITY OF FORT WORTH USE ONLY Contract Compliance Manager; By signing I acknowledge that I am the person responsible for the monitoring and adrninislralion of this contract,including ensuring all per mance and reporting requirements. Kirk N.Slaug r Director of Public Events City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1216/2016 DATE: Tuesday, Dece-cher 6,2016 REFERENCE NO.: C-28021 LOG NAME: 25AMENDMASTERAGREEMENTARENA SUBJECT: Authorize Execution of Agreements for Devolopment 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 Agreemert with Multipurpose Arena Fort Worth and Authorize Public Events Director to Periodically Close Certain Streets on a Temporary Basis as Needed During C❑nstructian and for Events(ALL COUNCIL DISTRICTS) RECOMMENDATION: Ilt 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; i; 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 arrector 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 a0horize the majority of the remaining contracts associated with funding,development,construction and operation of the Multipurpose Arena and adjacert 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 fed 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 i Legn me:25AMENDMASTERAGR;✓EMENTARP-NA Page 1 of � 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-awned 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 fundirg and related assurances in an amount equal to EFFW s j 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 farm 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_Aareement.'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 an 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. • fulAFW to pay rent of$1.00 per year and to assume and bear ail 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:25A,MENLI1vfASI'ERAGREEME.NTARFNA Page 2 of 4 terra o`the agreement and any renewals. MAFVJ has authority to grant marketing rights, including sponsorships, naming rights,and associated signage and to retain revenue therefrom to help detray 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 accuired 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 TIPW 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 closuros 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 he 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. Cather 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 Pot 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 Aruna 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 3', 2017,which is well before the opening of the Arena facility. FISCAL.INFORMATION 1 CERTIFICATION: The Director of Finance certifies that the execution of the Master Agreement established the parameters, including the financial components of the Muhipurpose Arena. Specific fiscal impacts will be included in each of the subsequent actions presented for Mayor and Council app oval,including the issuance of debt, levy of 334 Taxes and appropriations for the capital project. Logname:25AMENDMASTERAGREEMFNTARENA Page 3 of 4 FUND IDENTIFIERS iFIDs : TO ru-n-4—De—partment ccoun. Project Program ctivi Budget Reference# moun ID ID Year Chartfield 2 FROM artment Accoun Project Program ctivity Budget Reference# tnoun! Fund ❑ap ID ID Year Chartfield 2 CERTIFICATIONS: Submitted for City Manager's CJffice by: Susan Alanis (8184) 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 FINAAL.odf (Public) 3. 2.0.16-1.2-2 Funding Agreement FINAL.pdf (Public) 4. FFFWForm1295.r)df (Public) 5. MAFWForm1295.pdf (Public) 6. MAP Street Closure-Trail Dr Harley Ave.pdt (Public) Logname:25AMENDMASTERAGREEMENTARENA Page 4 of 4 i u CERTIFICATE OF INTERESTED PARTIES FORM 1295 1cf1 ComWlete NUc.1 4 aru G if mere die inlereyteu pJrli_:,. OFFICE USE ONLY Complete NUS.1.2,3,5,and G If(here a'e no imereslea partes. CERTIFICATION OF FILING 1 Name of business entity Tiling form,and the city,slate and country of the business entity's place Certificate Number., of business. 2616.137412 Event Facilities Fort Wnrth,Inc, Fort VJpnh,TX United 5:a1e5 We Fled: Name of governmental entlly or state agency that is a.party to the contract for whwh the form Is 1111512016 being bled. City of tort Worth Date Acknowledged: j.,,.✓'If• L 3 Nroviae[tie Iflantifiration number used by[tie gflverrtntelttal entity or sial!agency in trark or Went"the Contract,and proVlde a descripl.ion of the services,goods,or older property to be provided under the cuntiact. 25 ARLNA MAS I CR AGREEMENT 25 AMEND MASTER AGREEMENT ARENA a Nature of interest Name of Interested Party City.,,Stale,Country(place of business) (check applicable) Controlling Inlermediary Groomer,%like Fort Worth,TX United StateS X 5 Cheek only if there is NO Intcrestvd party. 6 AFFIDAVIT I swrar,or affirm,under penal perjury,that Mk,above Clsclosuie is true and Correct. Sharon Masking F MY Commission Explroa � OM17R01A Sign• ire'al adbuired agent o4 cantractng br�sinrss entity AFFIX NOTARY STAMP f SEAL ABOVE Sworn wand subscribed before nie,try the said NS ike C:roofner,President&CEO,this the 16th_,__.day at November . 2016 to cenlfy which.w tress my hantl and seal of alike. '/Z"') Sharon%v1cC1ung Office ManaFer Signalise of officer aijniinis:eip oath Puled name of officer administering oath Tide of oflicef udminiworig cloth Forms Provided by Texas Ethics Commission www.ethics.state.Lc.us Version V1.0.277 Edward 11.Rau 201 Nbin Street,Suite 3100 Frn-r tlnrth-Tex as 76102 Septcniher 27.2017 Mr.NIL;Groomer,Prebidcm and CE0 F,%cnt l-ncilities Fort W'orth.Inc- 115 nc.lI5 West?ud Street.Suite Z 10 Dort Worth,Texas 76102 Re: Grant fle,ir Nlikc: 1 :un 4cry pleased tO report to ytisu that 1, and/or one of my aFli(tated for-profit or foundation entities described below,plcalge a grant not to exceed One ihotdred Tive nh•-Three.4fiffiorr, I-ii•e Humirad T7trxe.cavnf bailors(1173,j0f).000.00)(the specific grant amount.the"Gr•urt;Amromll'-1 to l-vent Facilitics First Worth, Inc. (sash intended grunt.die"Gram"). 17he Grant mar he made b. our or a .omhinaiiott of some or all of the following sources: (i) me, indinidtlalh. (ii) 1'he Phllecology Feaundattnn, (iii) Ihru Linc L.P. and/or (iv) any other affiliated for-profit or foundation entity not idQntitle:l herein. The Gixnl a,ill tae:paid in installmems as needed by Event l=acihties to balance the capital steeds of ilie Project(as defined in Paragraph !), ]-lie Ibllow ingconditions are attached to the Grant to be made to Event Facilities: PURPOSES Of THE GKANT. The Grant is to be utilized by bent Facilities ice meeting its obligation to pro%ids the `.4cfjtrsred :Ircna Group Comrrhuriun— (as that term is defined in the Arena Prgiccl Funding,Agreement entered into offective February 22.'-W7 hettcoen the ('it-, of }'ort worth. Texas and I-Aenl Facilities) in connection t+itli the comlrcctiun of the multipurpose arena Ieecittcd is the Cultural District of the City of Fort 'Worth,Tc-,a,(and t1i: parking facilities therefor)which is being construcled as a result of a pioneering partnership betw ten the City'of[.,Or,«'orth.Texas,and the private Sector led hp Lccnt Facilities(the"Project").and will he omned Hallowing construction by the City of bort Worth,Texas. 2. FUNDING SOURCE OF THE GRANT. As mentioned in this Grata ktier, the. Grant may be made by me and/or one or a coinhination of some or all of my aflilialed for-profit or foundation entities dcst:ribcd above. Not-withstanding the funding sourer of the Grant or any pan thereof: Thru Linc i..P. will Ire the party to exercise any and all rights concerning this Grant described in thi.Grant letter. .i, (114-AtV i Ah1OUN . 14mvithstanding anything to the contrary contained herein, upon the conclusion of Event facilities' current captuil campaign -.vhich trill conclude no earlier than (l) year from the date of this Grant letter, [lie Grunt Amount shall be automatically amended and reduced to such amount that equals the difference hetwecn (a)the Grant jiunount and(h)the cumulative amount pledged to hvcnl Facilitics during, its cxrrrcnt capital ccampuign. \Ot later than site•(60)dayg I'oltucring tlee conclusion of Evelio Facilities' currcnl capital campnig , Fient Facilities shall provide to Thru line L,P.with an itemized list of conh•ihutions Pledged during Event Facilitic>'current capital campaign. Me atucndment and reduction of the Grant Amount shall not require arty furfhorect•inn by the paries folkna•ing the receipt of.s<,ch list by Thru Line I—P. 4. RES 1-RIC I-IONS AS '10 USI.% (* I III. (;RAM, All expenditures made from this (;rant must be used only within the lerim, and conditkmr, set forth in this letter. E:yent Facilities%rill not use the Grant for any }:her tulip lse, bent Facilities represents that the purpose of the(irarit, as stated above. is in furthcramx or it;cNicntpt purposes and that execution of this( mnt letter has bccn ditty aldiuuir-cd by its governing body. Cl1ANCL IN ]AX-GXL',wlfT ST:PtTUS. Event Facilities must furnish ftun Lint L.!'. "ith any infortnation concerrring a change or a pmposed change in Event Fnc lnfes' status as an organi/ation dcscribcd in Code Section 301(c.)(3)or as"other than a hrnatc foundation" within the mcaning cit'Code Section 509(a). F.ycnt Facilities warrant, and rcprescnts that its receipt of this Grom%%i I I not adversely affect its.talus:as"other than a private lotindation"within the meaning of Codc Section 509(a). G. ITRMINATION OF FUR'II IEP DISTRIBUTIONS,RIBU`i'IONS, Noiwithuandin� anything to the cont ran,contained herein,any isolation of the conditions sct rimh herein will permit the parries hereto to terminate any further installments of the (;rant, whcthcr part of this Giault or mo other approval Grant from the parties hereto, and regardless of whether such distributions hate been previously promised or pledged. if such %solation has nut hcen cured %%ithin sixty (60) div, Of L[a.'nt 1'aealiliOS' rCCCipt Or nOtICC Of the vi0i'lli011. 1 he C'in off ot•t Worth shall likewise receive nolic.c of the violation. 7. C;UWt l(]tilti(; LAW AJU 4'LNUL. 'tile terms of lite (;rant shall lie rncrncd by, and construed in accordance with. the laws of the State of Texas. Venus for aam litipmiun arising from the Grant shall Ek in Fart Worth, I arrant Comity, Icxas. A. REL.L.AS'l,OP ltil"(7RMA LION. Evew Facilities must seek Thru Linc l..P.'s aliproral. %%hick will not be unreasonably withheld, %Kith respect to any press releases and other publicized or published information conecrning,the(grant. Following the receipt of the approval descrihal iu sire preceding sentence. ENent Facilities may release, publish or othcr%vise disseminate inliirallation. similar in content, Porto and format, conceming the (grant w ithou( l'luu Line L.P.'s prior apprutal. 9. ANNI:AL REPORTS. Until all installments of this firant have been paid and all Grant fluids have been fAIN. expendatd by Fvent Faei1iIie, w rcpnid,as the c se mar Ile),Brent Facilities shall provide I hru I.ine L.P. a report at the end of each of Event Facilitic.- fiscal wars that sets Furth the expenditures made with the Urant funds during that fiscal year by L'Ncnl Facilities(an":1lutucal R,yme-1"). Bach Annual Report must be dclkered to Thal Linc I Y. wiahin sixty (60)days.after the close of Event Facilities' fiscal year to \%hich the Annual Report applies. including the fiscal year in lvllich the last ofthe(;rant fur•ds%sere expended. 10. IKKEVOCABLE: ,A%IL:N1)ti1f;'.N 1'. I his(;rant letter is irrcrucablc and nw be amended only ill writing sighed by the parties hereto. Any ullitantive amendment of this Grant letter. and not including an amendment to the Grant Amount as contemplated at Paragraph of this Grant letter, shall likewise require the consent of lite City of t=ort Worth. l'cxa,which shall not he unrcm,,nablr withheld. I. RCI.IANCI, ON TIIF GRANT. I €ackr.n+1edgc:old Understand that ki ew Facilities is iucurritle iiahilitic and is taking action in reliance upon the full satisfaction of the Grant. NoIN%ithstanding the lrotcntial funding sources of the Grant and the signatories to this Cinult ICttcr-.'1'Ilnr Lille I..f',y%ill he solely liable 16r the satisfaction of the Grant to Gy'ent Facilities. If NoLp arc in agreement +silh llxc tcsn s and condition.i set I-Ordt in this Giant knicr, plea.. acl nr++lcdgc)our agriximm b,. executing; this (;:-silt lcttrr IVILIX% and returning a copy of the Grant letter to tile. An executed [irant letter must be returned to n;c tvl'ore any installntcltt of this. t.irant ++i II lx paid. Vcn truh 1Enurs. E-dward 1'.IL ss Eduard P Bam,President The Philecology Foundalion f.d"ard `Bass.fresidcr.t ;tni.Line Gl'.L.L.C.,Ucneral Panner o:Thru Linc L.P. l°crms and etmditions of tltis letter, ackno++ie.ged,accepted agreed to: t:+cnt Fa 'liti F rt W lnc. E3y: , r ike G anter,Presidcm R CLn Event Facilities Fort Worth, Inc. 115 West 2nd Street,Suite 210,Fort Worth,Texas 76142 Phone R 17-717-4260 January 5,2018 Ms. Susan Alanis Assistant City Manager City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Re: Financial Assurance for Arena Project Dear Susan: In accordance with the Arena Project Funding Agreement (the "Funding Agreement"), Event Facilities Fort Worth, Inc. ("Arena Group") provides this letter as a Financial Assurance of funds being available in an amount equal to 100% of the Adjusted Arena Group Contribution for the Arena Project ("Financial Assurance Letter"). Capitalized terms used in this letter have the meanings provided under the Funding Agreement. Section 3.3(h) of the Funding Agreement requires that a Financial Assurance (i) verify the availability of funds equaling the outstanding private sector contribution,(ii)evidence that such funds are dedicated to the Arena Project,and(iii)contain appropriate controls to ensure the funds are only used for the Arena Project. Each of those points is addressed below. AVAILABILITY OF FUNDS As reflected in Exhibit C of the Funding Agreement, the total Arena Project Budget is $540,360,906, with $315,360,906 of that amount to be provided by the private sector. To date, private funds totaling $127,034,891 have been expended toward the Arena Project costs, leaving a balance of $188,326,015 to be paid by the private sector. As of the date of this letter,the Arena Group has cash and securities totaling $83,179,748 on-hand and available for the project (the "Available Funds") as evidenced by the enclosed financial statements dated December 31, 2017. The remaining private sector obligation of$105,146,267(the`Balance") is secured by a third-party pledge and grant in the amount of $123,500,000 (the "Grant") that the Arena Group can draw against as needed, as documented by the attached Grant letter. To the extent the combined total of the Available Funds and the Balance exceeds the outstanding private sector obligation (currently $18,3.53,733) the Arena Group reserves the right to use such excess(the"Excess")for any purpose consistent with Arena Group's charitable purpose. DEDICATION OF FUNDS With respect to the Balance, the City has been provided an opportunity to review the form and substance of the Grant, including terms evidencing and ensuring the dedication of funds to provide the Adjusted Arena Group Contribution in connection with the Arena Project. The Arena Group will provide the City with any notice from the third-party grantor of the Arena Group's violation of the Grant that will EFFW-Aima Financial Assurance Fage I of 3 City of Fort Worth Susan Alanis January 5,2018 result in the termination of any further installments of the Grant (as contemplated at Section 6 of the Grant letter). As set Forth in the Grant letter, upon the conclusion of the Arena Group's capital campaign, the Grant amount will be automatically amended and reduced to such amount that equals the difference between (a) the Grant amount and (b) the cumulative amount pledged to the Arena Group during its current capital campaign. Not later than ninety (90)days following the conclusion of the Arena Group's capital campaign, the Arena Group will provide to the City with an itemized list of the aniounts of contributions pledged during the Arena Group's capital campaign. The Arena Group hereby agrees that the Available Funds and the Balance (resulting from the Grant and the funds received from the Arena Group's capital campaign), which collectively total an amount greater than the Adjusted Arena Group Contribution, will be utilized to the extent required to satisfy the Adjusted Arena Group Contribution. Furthermore,the Arena Group hereby pledges in favor of the City,and grants to the City a security interest in, the Available Funds and the Balance(resulting from the Grant and the Funds received from the Arena Group's capital campaign), but only to the extent required to satisfy the Adjusted Arena Group Contribution; provi ed, however, this pledge and security interest shall be subordinate to any pledge and security interest that the Arcoa Group may hereafter grant in favor of a third-party lender in connection with a third-party bridge loan of funds expressly limited in use to enable the Arena Group to have available amounts as needed for the Arena Project before the Arena Group is paid the amounts due under the Grant and amounts pledged through the capital campaign. From time to time, but no more often that once per month, the City may request that EFFW provide evidence reflecting availability of funds equal to the then outstanding Adjusted Arena Group Contribution, which EFFW will make available within ten days of receipt of the request. Such evidence may include bank statements, brokerage account statements, evidence of available third-party loan proceeds, a certified statement from an EFFW officer itemizing the amounts of contributions pledged during, and received from,the Arena Group's capital campaign,and any other reasonable and customary evidence. APPROPRIATE CONTROLS On the issue of controls to ensure that funds are used only for the Arena Project,the Grant and the donor pledges each by their respective terms will mandate that funds provided thereunder are to be used solely for the Arena Project until it is complete. It is the Arena Group's contention that the third party grantor/donors and their ability to enforce upon the terms of their respective gifts serve as controls to ensure such funds are used only for the Arena Project until it is coinpiete. As for the Available Funds,by execution of this letter,the Arena Group commits to providing the City with written notice of all draws greater than $2,000,000 against the Available Funds for non-arena project purposes save and except draws that represent the Arena Group's normal operating costs. The Arena Group acknowledges and understands that the City is incurring liabilities and is taking action in reliance upon this Financial Assurance Letter,and if this Financial Assurance Letter is breached by the Arena Group, the City will seek enforcement of the same. Provisions in the Funding Agreement regarding governing law and venue will apply to any enforcement action with respect to this Financial Page 2 of 3 City of Fort Worth Susan Alanis January 5,2018 Assurance Letter. The Arena Group also acknowledges and understands that this Financial Assurance Letter cannot be modified unless such modification is in writing and agreed upon by both the Arena Group and the City. Please acknowledge that this Financial Assurance Letter is satisfactory as contemplated under the Funding Agreement by executing this Financial Assurance Letter below and returning a copy of the Financial Assurance Letter to me. Very truly yours, Event Facilities Fort Worth,Inc. 4 By: Mike Groomer,President and CEO Terms and conditions of this letter, acknowledged,accepted and agreed to: City of Fort Worth By: Susan Alanis,Assistant City Manager Wage 3 of 3 Event Facilities Fort Worth,, Inc. 115 West 2a Street,Suite 210,Fort Worth,Texas 76102 Phone 817-717-4260 January 5,2018 Nis. Susan Alanis Assistant City Manager City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Re: Financial Assurance for Arena Project Dear Susan: In accordance with the Arena Project Funding Agreement (the "Funding Agreement"), Event Facilities Fort Worth, Inc. ("Arena Group") provides this letter as a Financial Assurance of funds being available in an amount equal to 100% of the Adjusted Arena Group Contribution for the Arena Project ("Financial Assurance Letter"). Capitalized terms used in this letter have the meanings provided under the Funding Agreement. Section 3.3(h) of the Funding Agreement requires that a Financial Assurance (i) verify the availability of funds equaling the outstanding private sector contribution, (ii)evidence that such funds are dedicated to the Arena Project, and(iii)contain appropriate controls to ensure the funds are only used for the Arena Project. Each of those points is addressed below. AVAILABILITY OF FUNDS As reflected in Exhibit C of the Funding Agreement, the total Arena Project Budget is $540,360,906, with $315,360,906 of that amount to be provided by the private sector. To date, private funds totaling $127,034,891 have been expended toward the Arena Project costs, leaving a balance of $188,326,015 to be paid by the private sector. As of the date of this letter, the Arena Group has cash and securities totaling $83,179,748 on-hand and available for the project (the "Available Funds") as evidenced by the enclosed financial statements dated December 31, 2017. The remaining private sector obligation of$1015,146,267(the "Balance") is secured by a third-party pledge and grant in the amount of $123,500,000 (the "Grant") that the Arena Group can draw against as needed, as documented by the attached Grant letter. To the extent the combined total of the Available Funds and the Balance exceeds the outstanding private sector obligation (currently $18,353,733) the Arena Group reserves the right to use such excess(the"Excess")for any purpose consistent with Arena Group's charitable purpose. DEDICATION OF FUNDS With respect to the Balance, the City has been provided an opportunity to review the form and substance of the Grant, including terms evidencing and ensuring the dedication of funds to provide the Adjusted Arena Group Contribution in connection with the Arena Project. The Arena Group will provide the City with any notice from the third-party grantor of the Arena Group's violation of the Grant that will EFFW-Arena Financial Assurance Page 1 of 3 c City of Fort Worth Susan Alanis January 5, 2018 Assurance Letter. The Arena Group also acknowledges and understands that this Financial Assurance Letter cannot be modified unless such modification is in writing and agreed upon by both the Arena Group and the City. Please acknowledge that this Financial Assurance Letter is satisfactory as contemplated under the Funding Agreement by executing this Financial Assurance Letter below and returning a copy of the Financial Assurance Letter to me. Very truly yours, Event Facilities Fart Worth,Inc. By: Mike Groomer,President and CEO Terms and conditions of this letter, acknowledged, accepted and agreed to: City of Fart Worth Alanis,Assistant City Manager Page 3 of 3 City of Fort Worth Susan Alanis January 5, 2018 result in the termination of any further installments of the Grant (as contemplated at Section 6 of the Grant letter). As set forth in the Grant letter, upon the conclusion of the Arena Group's capital campaign, the Grant amount will be automatically amended and reduced to such amount that equals the difference between (a) the Grant amount and (b) the cumulative amount pledged to the Arena Group during its current capital campaign. Not later than ninety (90)days following the conclusion of the Arena Group's capital campaign, the Arena Group will provide to the City with an itemized list of the amounts of contributions pledged during the Arena Group's capital campaign. The Arena Group hereby agrees that the Available Funds and the Balance (resulting from the Grant and the funds received from the Arena Group's capital campaign), which collectively total an amount greater than the Adjusted Arena Group Contribution, will be utilized to the extent required to satisfy the Adjusted Arena Group Contribution. Furthermore,the Arena Group hereby pledges in favor of the City, and grants to the City a security interest in,the Available Funds and the Balance (resulting from the Grant and the funds received from the Arena Group's capital campaign), but only to the extent required to satisfy the Adjusted Arena Group Contribution; provided, however, this pledge and security interest shall be subordinate to any pledge and security interest that the Arena Group may hereafter grant in favor of a third-party lender in connection with a third-party bridge loan of funds expressly limited in use to enable the Arena Group to have available amounts as needed for the Arena Project before the Arena Group is paid the amounts due under the Grant and amounts pledged through the capital campaign. From time to time, but no more often that once per month, the City may request that EFFW provide evidence reflecting availability of funds equal to the then outstanding Adjusted Arena Group Contribution, which EFFW will make available within ten days of receipt of the request. Such evidence may include bank statements, brokerage account statements, evidence of available third-party loan proceeds, a certified statement from an EFFW officer itemizing the amounts of contributions pledged during, and received from, the Arena Group's capital campaign, and any other reasonable and customary evidence. APPROPRIATE CONTROLS On the issue of controls to ensure that funds are used only for the Arena Project,the Grant and the donor pledges each by their respective terms will mandate that funds provided thereunder are to be used solely for the Arena Project until it is complete. It is the Arena Group's contention that the third party grantor/donors and their ability to enforce upon the terms of their respective gifts serve as controls to ensure such funds are used only for the Arena Project until it is complete. As for the Available Funds,by execution of this letter,the Arena Group commits to providing the City with written notice of all draws greater than $2,000,000 against the Available Funds for non-arena project purposes save and except draws that represent the Arena Group's normal operating costs. The Arena Group acknowledges and understands that the City is incurring liabilities and is taking action in reliance upon this Financial Assurance Letter,and if this Financial Assurance Letter is breached by the Arena Group, the City will seek enforcement of the same. Provisions in the Funding Agreement regarding governing law and venue will apply to any enforcement action with respect to this Financial Page 2 of 3 Edward P.Bass 201 Main Street,Suite 3100 Fort Worth,Texas 76102 September 27,2017 Mr.Mike Groomer,President and CEG Event Facilities Fort Worth,Inc. 115 West 2nd Street, Suite 210 Fort Worth,Texas 76102 Re: Grant Dear Mike: I am very pleased to report to you that 1, and/or one of my affiliated for-profit or foundation entities described below, pledge a grant not to exceed One Hundred Twenty-Three Million, Five Hundred Thousand Dollars ($123,500,000.00) (the specific grant amount,the "Grant Anpount")to Event Facilities Fort Worth, Inc. ("Event Facilities") (such intended grant,the"Grant"). The Grant may be made by one or a combination of some or all of the following sources: (i) me, individually, (ii) The Philecology Foundation, (iii) Thru Line L.P. and/or (iv) any other affiliated for-profit or foundation entity not identified herein. The Grant will be paid in installments as needed by Event Facilities to balance the capital needs of the Project(as defined in Paragraph 1). The following conditions are attached to the Grant to be made to Event Facilities: 1. PURPOSES OF THE GRANT. The Grant is to be utilized by Event Facilities in meeting its obligation to provide the "Adjusted Arena Group Contribution" (as that term is defined in the Arena Project Funding Agreement entered into effective February 22,2017 between the City of Fort Worth, Texas and Event Facilities) in connection with the construction of the multipurpose arena located in the Cultural District of the City of Fort Worth,Texas(and the parking facilities therefor)which is being constructed as a result of a pioneering partnership between the City of Fort Worth,Texas,and the private sector led by Event Facilities(the"Project"), and will be owned following construction by the City of Fort Worth,Texas. 2. FUNDING SOURCE OF THE GRANT. As mentioned in this Grant letter, the Grant may be made by me and/or one or a combination of some or all of my affiliated for-profit or foundation entities described above. Notwithstanding the funding source of the Grant or any part thereof, Thru Line L.P. will be the party to exercise any and all rights concerning this Grant described in this Grant letter. 3. GRANT AMOUNT. Notwithstanding anything to the contrary contained herein, upon the conclusion of Event Facilities' current capital campaign which will conclude no earlier than (1) year from the date of this Grant letter, the Grant Amount shall be automatically amended and reduced to such amount that equals the difference between (a) the Grant Amount and (b) the cumulative amount pledged to Event Facilities during its current capital campaign. Not later than sixty (50) days following the conclusion of Event Facilities' current capital campaign, Event Facilities shall provide to -Thru Line L.P. with an itemized list of contributions pledged during Event Facilities' current capital campaign. The amendment and reduction of the Grant Amount shall not require any further action by the parties following the receipt of such list by Thru Line L.P. 4. RESTRICTIONS AS TO USES OF THE GRANT. All expenditures made from this Grant must be used only within the terms and conditions set forth in this letter. Event Facilities will not use the Grant for any other purpose. Event Facilities represents that the purpose of the Grant, as stated above, is in furtherance of its exempt purposes and that execution of this Grant letter has been duly authorized by its governing body. 5. CHANGE IN TAX-EXEMPT STATUS. Event Facilities must furnish Thru Line L.P, with any information concerning a change or a proposed change in Event Facilities' status as an organization described in Code Section 501(c)(3) or as "other than a private foundation" within the meaning of Code Section 509(a). Event Facilities warrants and represents that its receipt of this Grant will not adversely affect its status as"other than a private foundation"within the meaning of Code Section 509(a). 6. TERMINATION OF FURTHER DISTRIBUTIONS. Notwithstanding anything to the contrary contained herein, any violation of the conditions set forth herein will permit the parties hereto to terminate any further installments of the Grant, whether part of this Grant or any other approved Grant from the parties hereto, and regardless of whether such distributions have been previously promised or pledged, if such violation has not been cured within sixty (60) days of Event Facilities' receipt of notice of the violation. The City of Fort Worth shall likewise receive notice of the violation_ 7. GOVERNING LAW AND VENUE. The terms of the Grant shall be governed by, and construed in accordance with, the laws of the State of Texas. Venue for any litigation arising from the Grant shall be in Fort Worth,Tarrant County,Texas. 8. RELEASE OF INFORMATION. Event Facilities must seek Thru Line L.P.'s approval, which will not be unreasonably withheld, with respect to any press releases and other publicized or published information concerning the Grant. Following the receipt of the approval described in the preceding sentence, Event Facilities may release, publish or otherwise disseminate information, similar in content, form and format, concerning the Grant without Thru Line L.P.'s prior approval. g. ANNUAL REPORTS. Until all installments of this Grant have been paid and all Grant funds have been fully expended by Event Facilities(or repaid,as the case may be), Event Facilities shall provide Thru Line L.P. a report at the end of each of Event Facilities' fiscal years that sets forth the expenditures made with the Grant funds during that fiscal year by Event Facilities(an"Annual Reporf'). Each Annual Report must be delivered to Thru Line L.P. within sixty (60) days after the close of Event Facilities' fiscal year to which the Annual Report applies, including the fiscal year in which the last of the Grant funds were expended. 10. IRREVOCABLE; AMENDMENT. This Grant letter is irrevocable and may be amended only in writing signed by the parties hereto. Any substantive amendment of this Grant letter, and not including an amendment to the Grant Amount as contemplated at Paragraph 3 of this Grant letter, shall likewise require the consent of the City of Fort Worth,Texas,which shall not be unreasonably withheld. 11. RELIANCE ON THE GRANT. I acknowledge and understand that Event Facilities is incurring liabilities and is taking action in reliance upon the full satisfaction of the Grant. Notwithstanding the potential funding sources of the Grant and the signatories to this Grant letter,Thru Line L.P. will be solely liable for the satisfaction of the Grant to Event Facilities. If you are in agreement with the terms and conditions set forth in this Grant letter, please acknowledge your agreement by executing this Grant letter below and returning a copy of the Grant letter to me. An executed Grant letter must be returned to me before any installment of this Grant will be paid. Very truly yours, Edward P.Bass Edward P.Bass, President The Philecology Foundation 42M'�.Bass�President Thru Line GP,L.L.C., General Partner of Tlru Line LR Terms and conditions of this letter, ackaGiomer, ted Z& CEO o: EveW By: residen V1 Q N _ GO LD r, o rn n o m m : O Ln m U] L M N C W N V � o i71 N bM11 T M � 0 � � QI W eA ell tl'F C 7 Y � C C ry 7 O N V T T OO 0-0 -��' fN eq 67 O1 O w a �o C O u v6iV 7 o 0 ea 00 lo r 00 0 ^, n o n ^ o W ry r- CD rl� m N o 0 • W n n W m m 00 00 o r� o $ V 1 CD o � n w rl o V7Zul x kA 4 c m N a w t Q O ::� C Q m C V 0 o E � N 00 o O'n 0 a� m m Cd U N a o 41 m M o f^1J�1 w ❑1 � � ISI w Cf _ co 00 N LU 0 Y 5 Q o Q Q O U ^� m a r� N � � n O 0 m o �A 043)�' 0 e 6 � � tA � U C fir, N ^ry ra — d �. •C V1 C m kn C3 00 Oo Q LZ ry a v o momma a w n n R]Vl li ¢ tJ a F Y o LL V o a u u 7 0 N Z W 7 7 n u a D �+G aq 6 m EE c v � ^ Ri 3 •� _ (r1 m LQ Ll. W C C = pp p u Q V u O m u 2 Q Q Y e a Cr a 7 X23 4 56,> e� 8� Event Facilities Fort Worth, Inc. QRECENED I l� West 211 Street, Suite 210,Fort Worth,Texas 76102 r ,� Phone 817-7174260 Q! CI1j V2018 Ms. Susan Alanis,Assistant City Manager City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Re: Beck—Arena Retainage Dear Susan: In accordance with Section 3.3(h)(I)of the Arena Project Funding Agreement(the"Funding Agreement'),Event Facilities Fort Worth, Inc. ("Arena Group")provides this letter and the enclosed letter dated January 26, 2018 from the Beck Group("Contractor")as confirmation that the estimated total retainage for the Project is$30,848,451. Capitalized terms used in this letter have the meanings provided under the Funding Agreement. Section 3.3(h)(I)of the Funding Agreement contemplates that an amount equal to the retainage will be withheld by the City until such time as the retainage becomes due and payable under the Arena Facility construction agreement, at which time the City shall cause the withheld retainage amount to be transferred to the Disbursement Account. Given the extended nature of the Arena Facility construction agreement the Arena Group contemplates releasing portions of the retainage that are associated with completed work starting in the first quarter of 2018 and throughout the remainder of the Project. However, in keeping with the intent of Section 3.3(h)(I)of the Funding Agreement to provide appropriate controls for the City to insure the payment for Project Cost,the Arena Group agrees that the full amount of the estimated retainage shall be withheld("Withheld Amount')until such time as the remaining Project Costs(including any remaining retainage) is equal to the Withheld Amount. At such time the City will release all or portions of the Withheld Amount as requested by the Arena Group to the Disbursement Account for payment of Project Costs. Please acknowledge that this Letter is satisfactory as contemplated under the Funding Agreement by executing below and returning a copy of the Letter to me. Very truly yours, Event Facilities Fort Worth,Inc. r By: lcr., Mike Groomer,President&CEO Terms and conditions of this letter, acknowledged,accepted and agreed to: City of Fort Worth By t�ti--- 'Sus Alanis,Assistant City Manager Enclosure: The Beck Group Letter 01-26-2018 Beck-Arena Retainage Letter 0 1-26-201 8.docx THINK. DESIGN. BUILD. January 26,2018 Event Facilities Forth Worth,Inc. 115 West 2"d Street, Suite 210 Fort Worth,Texas 76102 Attn: Mike Groomer Re: Dickies Arena Project Retainage Release Projections Dear Mike: As requested, attached is our spreadsheet with projected amounts for retainage release. Please contact me should there be any questions. Sincerely, 4,74� Gary Pille Project Executive HCBeck,Ltd. cc: Brandon Elms David Crabtree Ted Ricciardello , �HEMPHILL STREET FORT WORTH,TEXAS 76104 817 255 7800 DIG HIES ARENA PROJECT p P rgacle0 Retl,mage Rs I—" $LR➢4 X05 ]inl4la X1.48 e/9 ;OA101,19 W4AKp'.V.:. am.31 DTR2.19 OTR3.18 DTR4-» -GTR1.f9 cIA0 ]usip:? 'RedevlS_ 1. 01.54 Granas a H-Is B.,*" p Od2,334 01.71 PMItl EnOlneerinq 'Berk FE_ 2.8?8,199 MAI iF+nYl Ckan4nl.. TBO 550,003 __, 1 CMmellhon TRANBFERED TO 02A0 NfIT,i1dOM M"RamOdYtbn BY OWNER _ .._..- -..-.. 09.00 Tumka Con'tela `B.A Cenonn. -61 52-2,182 1898,988 766 7 .60]2: 092? BGonuata 1n OT.10 fk1.41 IPnWat OonmNa-345t al Gare Slob - 4,018,880 OJ. Masan7l Bone DMGf79llon !'r 141 i OSA9 BiMI W6 AF00TCI9Y31-1-- -17938,311 �0D6.Di6 9DB,9101. 20 MkcaBeneam Mow Fab A--nS!_eald Al9mklim 0947000 332100 992,1 D5.70 Olnamamal Railin5p SC R.[Mg. 0,031,841 301.M ,301.592 d020nih Ca nY 6 M9.w0c 130e6bo's 9.143,210 001 1 D7.10 Wme!P+�PA1p.'. 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