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R-03-04-24-14F1 - 4/24/2003RESOLUTION NO. R- 03- 04- 24 -14F1 WHEREAS, the City of Round Rock ( "City ") and Round Rock Baseball, Inc. ( "RRB ") are parties to that one certain Convention Center Complex Lease Agreement ( "Lease'), and WHEREAS, the Lease covers the land and improvements called the Dell Diamond' / United Heritage Center Complex ( "Complex "), and WHEREAS, the Round Rock Express Double A baseball team utilizes the Dell Diamond portion of the Complex for its home games, and WHEREAS, during the first three years of its existence, the Express has broken the season attendance records of all Double A teams, with an average paid attendance of 9,574 per game in a stadium with a seating capacity of 7,816, and WHEREAS, the Complex is used virtually every day for conventions, meetings, trade shows, exhibitions, concerts, and similar uses which serve to encourage tourism in the City and to promote the arts, and WHEREAS, due to the overwhelming success of the Complex, the City and RRB wish to consider the expansion and upgrading of the Complex to further the tourism industry in the City, and WHEREAS, the City and RRB wish to enter into a Memorandum of Understanding Regarding the Proposed Expansion of the Dell Diamond / United. Heritage Center Complex for the purpose of outlining the parties mutual intent and understandings with respect to the proposed 0: \,dox \RESOI,T1`s30424F1. 000 /sls expansion, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Memorandum of Understanding Regarding the Proposed Expansion of the Dell Diamond / United Heritage Center Complex, a copy of same being attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 24th day of April, 2003. ATTEST: CHRISTINE R. MARTINEZ, City Secr ary 2 N WELL, Mayor City of Round Rock, Texas MEMORANDUM OF UNDERSTANDING REGARDING THE PROPOSED EXPANSION OF THE DELL DIAMOND / UNITED HERITAGE CENTER COMPLEX This Memorandum of Understanding Regarding the Proposed Expansion of the Dell Diamond / United Heritage Center Complex ( "MOU ") is executed by the City of Round Rock ( "City ") and Round Rock Baseball, Inc. ( "RRB ") a Texas corporation (collectively referred to as "the Parties ") for the purpose of outlining the Parties' mutual intent and understandings with respect to negotiating an agreement whereby the City and RRB will construct certain expansions and improvements ( "Improvements ") to the Dell Diamond / United Heritage Center Complex ( "Complex "). Accordingly, the Parties set forth their intent and understandings as follows: I. Recitals A. Lease Agreement. On January 20, 1999, the City and Ryan Sanders Ryan, Inc. entered into that one certain Convention Center Complex Lease Agreement ( "Lease ") for the Complex. In accordance with the terms the Lease, Ryan Sanders Ryan, Inc. assigned its interest in the Lease to RRB by document dated March 29, 1999. B. Previous Improvements. Following the execution of the Lease, RRB has made significant improvements to the Complex, including the installation and /or construction of a scoreboard, an outdoor restaurant on the right field berm, additional parking area, concession and kitchen equipment, picnic area, and kid play area. These improvements have been installed and /or constructed at the cost of approximately $3,933,966.00, which cost was borne solely by RRB. The City contributed no funds to the installation and/or construction of the improvements. In accordance with the terms of the Lease, these improvements are now the sole property of City. C. Use of the Complex. The Round Rock Express Double A baseball team utilizes the Dell Diamond portion of the Complex for its home games. During the first three years of its existence, the team has broken the season attendance records for all Double A teams in the nation. During the 2002 season, the team had an average paid attendance of 9,574 per game in a stadium with a permanent seating capacity of 7,816. The United Heritage Center is used virtually every day for conventions, meetings, trade shows, exhibitions, concerts, and similar uses. The uses of the Complex serve to encourage tourism in the City and/or to promote the arts. Due to the overwhelming success of the Complex, the Parties agree that it is in their mutual interest to expand and upgrade the components of the Complex. A. Design of Improvements. RRB has begun preliminary efforts to design the Improvements. A preliminary list of the needed Improvements is set forth in Exhibit "A ". Without obligating the City to expend funds for the Improvements, RRB agrees to continue its design efforts for the Improvements and to obtain preliminary cost estimates and preliminary designs for the Improvements. RRB agrees to keep the City fully O:\ wdox\ cort \gnl\dellexpn\mou100047798.DOC II. Plans for the Improvements 1 EXHIBIT 1 „A„ informed of the cost and design efforts and to consider the City's input with respect to such cost and design efforts. B. Phases of Improvements. The Parties each acknowledge that, at the present time, it is in the best interest of both of them to construct and/or install the necessary Improvements in phases over several years. 0:lwdox1coregnlldellexpn\mou \00047798. DOC III. Financing and/or Payment for Improvements A. Phase I Improvements. The preliminary list of Phase I Improvements is shown on Exhibit "A ". Without obligating the City, the City nevertheless acknowledges that an appropriate source of funding for a portion of the Phase I Improvements would be available cash balances in the City's Hotel Occupancy Tax ( "HOT ") account. The Parties acknowledge that the available cash in the HOT is approximately $800,000.00. The City's contribution to the Phase I Improvements will be fifty percent (50 %) of the cost of the Phase I Improvements or $800,000.00, whichever is less. Without obligating RRB, RRB nevertheless acknowledges that it would be willing to consider funding the remaining cost of the Phase I Improvements. B. Phase II Improvements. The Preliminary list of Phase II Improvements is shown on Exhibit `B ". Without obligating the City, the City nevertheless acknowledges that an appropriate source of funding of a portion or all of the Phase II Improvements would be a combination of available cash balances in the HOT account and the issuance of additional HOT revenue bonds. The Parties acknowledge that such cash and bond funding is subject to many contingencies that are out of the control of the Parties, and in fact might not be available. Without obligating RRB, RRB nevertheless acknowledges that it would be willing to consider funding a portion of the cost of the Phase II Improvements. IV. Additional Agreements A. Financing and Phasing Agreements. The Parties agree to begin negotiating in good faith the terms of one or more agreements to design, fund, and construct the Improvements in phases. B. Amendments to Lease. The Parties agree to begin negotiating in good faith appropriate amendments to the Lease to accomplish the design, funding, and construction of the Improvements in phases, as well as to clarify the Lease provisions regarding the obligations and responsibilities of the Parties to maintain, repair, and replace the existing components of the Complex and to add new improvements to the Complex. 2 V. Timetable A. Phase I Improvements. The Parties intend, and agree to utilize their best efforts to: (1) Complete the design and financing plan for the Phase I Improvements by June 15, 2003; (2) Cause construction of the Phase I Improvements to begin construction by October 1, 2003; and (3) Cause final completion of the Phase I Improvements to occur by April 1, 2004. B. Phase II Improvements. The Parties intend, and agree to utilize their best efforts to develop one or more agreements for the design, financing and construction of the Phase II Improvements. VI. Miscellaneous Provisions A. Good Faith Negotiations. The Parties each understand and acknowledge that this MOU does not obligate either party in any way. However, each party pledges to continue to negotiate in good faith to accomplish the mutual goals and interests set forth herein. B. Outline of Terms. The Parties each understand and acknowledge that the terms and provisions contained herein are only an outline of the terms of the agreements contemplated herein and the final agreements will contain terms and provisions not covered herein. Executed this 24th day of April, 2003. O: \wdox\ con \gnl\dellexpn\mou\00047798.DOC CITY OF ROUND ROCK, TEXAS By: Nyle Maxwell, Mayor ROUND ROCK BASEBALL, INC. By: Reid Ryan, President 3 Exhibit "A" Phase I Improvements Homerun Porch — An elevated grandstand area over the left field concourse. The Homerun Porch will add approximately 850 chair back seats and provide additional covered concourse for larger conventions, exhibitions, and craft and trade shows. Upper concourse — The upper concourse will connect the suite and party level with the Homerun Porch. It allows for additional covered concourse on the lower level and it will allow for the utilization of existing elevators. East Entrance Gate —The Convention Center Complex has a need for an East gate to better serve fans and for better ingress and egress into the facility for conventions, exhibitions, and craft and trade shows. This gate will accomplish this along with a ticketing booth, ADA access and replacement of the existing playground equipment. Sky Boxes — Although included in the original design of the Convention Center Complex, six suites were deleted as a cost saving measure in 1998. The spread footings are already in place to accommodate the six additional suites. This will add to the covered concourse on the lower level, thus enhancing the Complex's capacity for convention and trade business. This section will also cover the last exposed concession stand. Phase II Improvements United Heritage Center Expansion— The current plan provides for the doubling of the amount of space that the United Heritage Center has now. Also, there would be needed break -out space, additional offices and ample conditioned storage. Maintenance & Storage — A self - contained grounds maintenance facility which will allow for weather proofing of equipment and storage of materials vital to the facility's success as a multi - purpose venue. (i.e. concert staging, flooring, chairs, tables, vehicles, generators, etc.) \wdox \CORR \gnl\del lexpn\mou \00047768. DOC DATE: April 18, 2003 SUBJECT: City Council Meeting — April 24, 2003 ITEM: 14.F.1. Consider resolution authorizing the Mayor to execute a Memorandum Of Understanding between the City of Round Rock and the Round Rock Baseball Club regarding the proposed expansion of the Dell Diamond/United Heritage Center Complex. Resource: Jim Nuse, City Manager History: The City of Round Rock owns the Convention Center/ Stadium Complex. It is leased to the Round Rock Express Baseball Club for 38 years. The City contributed $7.2 million towards the initial project and RREBC contributed nearly $17.5 million. Subsequent to the initial construction, RREBC has performed nearly $4 million in improvements to the facility without participation from the City. RREBC wishes to further improve the complex by constructing: a Home Run Porch; Upper Concourse; East Entrance Gate; and six additional Sky Boxes. The estimated cost of these improvements is $1.6 million. RREBC desires that the City participate in these improvements by using up to $800,000 of the cash reserve from the Hotel Occupancy Tax. Funding: Cost: Up to $800,000 Source of funds: Hotel Occupancy Tax fund Outside Resources: Round Rock Express Baseball Club Impact: This proposal will utilize a portion of the current cash balance from the HOT fund. Benefit: The improvements will improve our ability to attract and promote tourism. Public Comment: None Sponsor: Staff MEMORANDUM OF UNDERSTANDING REGARDING THE PROPOSED EXPANSION OF THE DELL DIAMOND / UNITED HERITAGE CENTER COMPLEX This Memorandum of Understanding Regarding the Proposed Expansion of the Dell Diamond / United Heritage Center Complex ( "MOU ") is executed by the City of Round Rock ( "City ") and Round Rock Baseball, Inc. ( "RRB ") a Texas corporation (collectively referred to as "the Parties ") for the purpose of outlining the Parties' mutual intent and understandings with respect to negotiating an agreement whereby the City and RRB will construct certain expansions and improvements ( "Improvements ") to the Dell Diamond / United Heritage Center Complex ( "Complex "). Accordingly, the Parties set forth their intent and understandings as follows: I. Recitals A. Lease Agreement. On January 20, 1999, the City and Ryan Sanders Ryan, Inc. entered into that one certain Convention Center Complex Lease Agreement ( "Lease ") for the Complex. In accordance with the terms the Lease, Ryan Sanders Ryan, Inc. assigned its interest in the Lease to RRB by document dated March 29, 1999. B. Previous Improvements. Following the execution of the Lease, RRB has made significant improvements to the Complex, including the installation and/or construction of a scoreboard, an outdoor restaurant on the right field berm, additional parking area, concession and kitchen equipment, picnic area, and kid play area. These improvements have been installed and/or constructed at the cost of approximately $3,933,966.00, which cost was borne solely by RRB. The City contributed no funds to the installation and/or construction of the improvements. In accordance with the teens of the Lease, these improvements are now the sole property of City. C. Use of the Complex. The Round Rock Express Double A baseball team utilizes the Dell Diamond portion of the Complex for its home games. During the first three years of its existence, the team has broken the season attendance records for all Double A teams in the nation. During the 2002 season, the team had an average paid attendance of 9,574 per game in a stadium with a permanent seating capacity of 7,816. The United Heritage Center is used virtually every day for conventions, meetings, trade shows, exhibitions, concerts, and similar uses. The uses of the Complex serve to encourage tourism in the City and/or to promote the arts. Due to the overwhelming success of the Complex, the Parties agree that it is in their mutual interest to expand and upgrade the components of the Complex. II. Plans for the Improvements A. Design of Improvements. RRB has begun preliminary efforts to design the Improvements. A preliminary list of the needed Improvements is set forth in Exhibit "A ". Without obligating the City to expend funds for the Improvements, RRB agrees to continue its design efforts for the Improvements and to obtain preliminary cost estimates and preliminary designs for the Improvements. RRB agrees to keep the City fully O: \wdox\ tort \gnl\dellexpn\mou \00047798.DOC ,e-03-0-c2 1 informed of the cost and design efforts and to consider the City's input with respect to such cost and design efforts. B. Phases of Improvements. The Parties each acknowledge that, at the present time, it is in the best interest of both of them to construct and/or install the necessary Improvements in phases over several years. O: \wdox\cort\gilW ellexpn\mou \00047798.DOC III. Financing and/or Payment for Improvements A. Phase I Improvements. The preliminary list of Phase I Improvements is shown on Exhibit "A ". Without obligating the City, the City nevertheless acknowledges that an appropriate source of funding for a portion of the Phase I Improvements would be available cash balances in the City's Hotel Occupancy Tax ( "HOT') account. The Parties acknowledge that the available cash in the HOT is approximately $800,000.00. The City's contribution to the Phase I Improvements will be fifty percent (50 %) of the cost of the Phase I Improvements or $800,000.00, whichever is less. Without obligating RRB, RRB nevertheless acknowledges that it would be willing to consider funding the remaining cost of the Phase I Improvements. B. Phase II Improvements. The Preliminary list of Phase II Improvements is shown on Exhibit `B ". Without obligating the City, the City nevertheless acknowledges that an appropriate source of funding of a portion or all of the Phase II Improvements would be a combination of available cash balances in the HOT account and the issuance of additional HOT revenue bonds. The Parties acknowledge that such cash and bond funding is subject to many contingencies that are out of the control of the Parties, and in fact might not be available. Without obligating RRB, RRB nevertheless acknowledges that it would be willing to consider funding a portion of the cost of the Phase II Improvements. IV. Additional Agreements A. Financing and Phasing Agreements. The Parties agree to begin negotiating in good faith the terms of one or more agreements to design, fund, and construct the Improvements in phases. B. Amendments to Lease. The Parties agree to begin negotiating in good faith appropriate amendments to the Lease to accomplish the design, funding, and construction of the Improvements in phases, as well as to clarify the Lease provisions regarding the obligations and responsibilities of the Parties to maintain, repair, and replace the existing components of the Complex and to add new improvements to the Complex. 2 V. Timetable A. Phase I Improvements. The Parties intend, and agree to utilize their best efforts to: (1) Complete the design and financing plan for the Phase I Improvements by June 15, 2003; (2) Cause construction of the Phase I Improvements to begin construction by October 1, 2003; and (3) Cause final completion of the Phase I Improvements to occur by April 1, 2004. B. Phase II Improvements. The Parties intend, and agree to utilize their best efforts to develop one or more agreements for the design, financing and construction of the Phase II Improvements. Executed this 24th day of April, 2003. O: \wdox\ con\ gnl\dellexpn\mou \00047798.DoC VI. Miscellaneous Provisions A. Good Faith Negotiations. The Parties each understand and acknowledge that this MOU does not obligate either party in any way. However, each party pledges to continue to negotiate in good faith to accomplish the mutual goals and interests set forth herein. B. Outline of Terms. The Parties each understand and acknowledge that the terms and provisions contained herein are only an outline of the terms of the agreements contemplated herein and the final agreements will contain terms and provisions not covered herein. CITY OF ROUND ROCK, TEXA By: ROUND CK.: SEBALL, INC. By: 3 yle xwe , Mayor Rei Ryan, United Heritage Center Expansion — The current plan provides for the doubling of the amount of space that the United Heritage Center has now. Also, there would be needed break -out space, additional offices and ample conditioned storage. Maintenance & Storage — A self - contained grounds maintenance facility which will allow for weather proofing of equipment and storage of materials vital to the facility's success as a multi- purpose venue. (i.e. concert staging, flooring, chairs, tables, vehicles, generators, etc.) O:\ wdox\ CORR \gnI\dellexpn\mou\00047768.00C Exhibit "A" Phase I Improvements Homerun Porch — An elevated grandstand area over the left field concourse. The Homerun Porch will add approximately 850 chair back seats and provide additional covered concourse for larger conventions, exhibitions, and craft and trade shows. Upper concourse — The upper concourse will connect the suite and party level with the Homerun Porch. It allows for additional covered concourse on the lower level and it will allow for the utilization of existing elevators. East Entrance Gate — The Convention Center Complex has a need for an East gate to better serve fans and for better ingress and egress into the facility for conventions, exhibitions, and craft and trade shows. This gate will accomplish this along with a ticketing booth, ADA access and replacement of the existing playground equipment. Sky Boxes — Although included in the original design of the Convention Center Complex, six suites were deleted as a cost saving measure in 1998. The spread footings are already in place to accommodate the six additional suites. This will add to the covered concourse on the lower level, thus enhancing the Complex's capacity for convention and trade business. This section will also cover the last exposed concession stand. Phase II Improvements