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R-98-12-22-10C2 - 12/22/1998TEXAS, K, \WPOOCS \ReSOIUTI \R81222C2. WPD /sls RESOLUTION NO. R- 98- 12- 22 -10C2 WHEREAS, RSR Sports, Inc. ( "RSR ") and the City of Round Rock ( "City ") entered into a Memorandum of Understanding on June 11, 1998 regarding the proposal by RSR to relocate a minor league professional baseball team to the City, and WHEREAS, an election was held on November 3, 1998 whereby the voters of the City approved the use of Hotel Occupancy Tax to finance the construction and operation of a Convention Center Complex /Baseball Stadium ( "Complex "), and WHEREAS, the City and RSR are continuing to investigate and analyze various financing alternatives and negotiating the terms of a lease agreement for the Complex, and WHEREAS, the City and RSR desire to enter into an interim agreement setting forth the present status of and their present agreement regarding the Complex, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement Regarding Convention Center Complex /Baseball Stadium, a copy of which is attached hereto and incorporated herein for all purposes. 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, and the Act. RESOLVED this 22nd day of December, 1998. ATTEST: ANNE LAND, City Secretary 2. ,// CHARLES CU ER, Mayor City of Round Rock, Texas AGREEMENT REGARDING CONVENTION CENTER COMPLEX /BASEBALL STADIUM This Agreement Regarding Convention Center Complex /Baseball Stadium ( "Agreement ") is executed by the City of Round Rock, Texas ( "City ") and RSR Sports, Inc., a Texas Corporation ( "RSR ") for the purpose of setting forth the parties' mutual agreement with respect to the financing, construction, and lease of the Convention Center Complex /Baseball Stadium ( "the Complex. ") Accordingly, the parties set forth their agreement as follows: I. Status of the Parties 1.01. RSR's Status. The City hereby determines and declares that it is in the best interest of the City to negotiate only with RSR to bring a professional baseball team to the City and to lease the Complex. The City has no intention of negotiating or discussing the location of a baseball team or the leasing of the Complex with any other person or entity. 1.02. City's Status. RSR hereby determines and declares that it is in the best interest of RSR to negotiate only with City as a location for its professional baseball team and to lease the Complex. RSR has no intention of negotiating or discussing the location of its baseball team or the leasing of a stadium or convention center complex with any other City or governmental entity. II. The Site 2.01 Acquisition of Site. The City has previously entered into a Real Estate Contract with Arnold Telander to purchase a tract of land containing 88.411 acres ( "the Site ")adjacent to Old Settlers Park. The survey of the Site has been completed and environmental and archeological studies have been performed and the parties agree that the Site is suitable for the Complex. It has been determined that only 40 acres (45 percent) of the 88.411 acre Site is needed for the Complex and therefore the City has partially assigned to RSR the right to purchase the remaining undivided 55 percent interest in the Site. RSR agrees to pay for the acquisition cost of the Site as set forth in paragraph 5.01 below. The closing date for the purchase of the Site has been extended to January 29, 1999. As soon as the 40 acre portion of the Site has been determined for the location of the Complex, the parties agree to partition the site so that the City is the fee simple owner of said 40 acre tract and RSR is the fee simple owner of the remaining 48.411 acres. c \ we170cs\aCIfl\PR033a\MOU DEC .W./ale 1 III. Hotel Occupancy Tax 3.01 Hotel Occupancy Tax Study. The City has previously entered into an agreement with Economic Research Associates ( "ERA ") whereby ERA investigated the City's current and future supply and demand of hotel rooms and projected future revenues from the City's Hotel Occupancy Tax ( "HOT. ") The ERA study determined that the revenues projected from the HOT will be a viable source of funds to finance the cost of the City's portion of the Complex. 3.02 Hotel Occupancy Tax Election. On November 3, 1998, the City held an election on a proposition to authorize the City to spend HOT funds to finance the construction and operation of the Complex. The proposition passed with more than 70 percent of the voters approving the use of the HOT for the Complex. Pursuant to the findings of the ERA study and to results of the election, the City agrees to utilize the available HOT revenues to finance its portion of the cost of the Complex. IV. Design and Construction of the Complex 4.01 Design. RSR has retained the architectural firm of HKS, Inc. ( "HKS ") at its cost to design the Complex. HKS is expected to complete the schematic design phase in the very near future and to complete the final design phase by early February, 1999. 4.02. Construction. The City will construct the Complex with related amenities (i.e. parking, skyboxes, concessions and other revenue producing amenities) consistent with stadiums built in the last five years for comparable Double -A teams and in accordance with the standards of the Texas League, the National Association of Professional Baseball Leagues and Major League Baseball. The Complex shall contain approximately 7,500 fixed seats and 24 skyboxes. The Complex will include public meeting, conference and convention space. 4.03. Financina for Complex. After the passage of the election, the City and RSR, with the assistance of the City's financial advisor, First Southwest Company ( "First Southwest ") have been evaluating various financing alternatives for the Complex. This evaluation is an on -going process that will take into account the preliminary and final results of the ERA study, as well as the costs estimates of HKS. The City and RSR expect and intend to have the financing plan finalized on or before January 14, 1999. 4.04. Cost of Complex. The parties agree that the current estimate of the construction cost of the Complex is approximately $13,000,000.00, but that the final cost will not be determined until bids are received and the contract awarded. Regardless of the final 2 cost of the Complex, the parties agree that the City's portion of the project cost of the Complex will not exceed $9,000,000.00. RSR agrees to contribute the remaining $4,000,000 of the estimated construction costs of $13,000,000. After bids are received and the construction contract is awarded by the City, RSR reserves the right to contribute additional funds to increase the size and /or enhance the quality of the Complex. V. RSR's Commitments 5.01. Purchase of Site. RSR agrees that the Site is suitable and acceptable for the Complex. RSR further agrees to contribute to the City the cost of purchasing an undivided 45 percent undivided interest in the Site, which is approximately $800,000.00 and to purchase the remaining 55 percent undivided interest in the Site, at an approximate cost of $968,220.00. 5.02. Architect and Other Fees. RSR has retained HKS to design the Complex and agrees to pay all fees therefor. It is anticipated that the fees of HKS will be approximately $850,000.00. In addition, RSR agrees to pay for other professional fees. 5.03. Financing Plan. RSR agrees with and understands the City's determination to not use property tax or sales tax for the financing of the Complex. RSR agrees to continue to use good faith efforts to assist the City in developing a financing plan utilizing the HOT and lease revenues. 5.04. Acquisition of Team. RSR has previously entered into an agreement to acquire majority ownership of the Jackson Generals Double A baseball team ( "the Team "). The closing of the transaction to purchase the Team is scheduled to occur on or before December 31, 1998. VI. Lease and Master Agreements 6.01. Lease Terms. The City and RSR have been negotiating the terms of the lease agreement ( "the Lease Agreement ") that will be executed by the parties. A copy of the latest draft of the Lease Agreement is attached hereto as Exhibit "A ". While most of the terms of the Lease Agreement have been determined, it cannot be finalized until the financing plan has been completed and the location of the 40 acre tract for the Complex has been determined. The parties agree to continue in good faith to negotiate the terms of the Lease Agreement with a goal to approving and executing same by January 14, 1999. 6.02. Master Agreement. The City and RSR have been negotiating the terms of a Master Agreement ( "the Master Agreement ") that will be 3 executed by the parties. A copy of the latest draft of the Master Agreement is attached hereto as Exhibit "B ". While most of the terms of the Master Agreement have been determined, it cannot be completed until the Lease Agreement and the financing plan has been finalized. The parties agree to continue in good faith to negotiate the terms of the Master Agreement with a goal to approving and executing same by January 14, 1999. VII. Timetable 7.01. Agreements. As set forth above, the parties intend, and agree to utilize their best efforts to complete the financing plan and to finalize and execute the Lease Agreement and Master Agreement by January 14, 1999. In the event the parties have not so agreed by January 29, 1999, the obligations of the parties hereunder shall terminate. 7.02. Design and Construction. The parties intend, and agree to utilize their best efforts to: a) cause the completion of the Complex design by February 15, 1999; b) cause the construction to begin by April 1, 1999; c) cause the final completion of the construction by April 1, 2000; and d) play the first baseball game on April 16, 2000. Executed this 22 day of December, 1998. City ; Royfsd )lock, Texas By: Charles Culp p, -r, Mayor RSR Sports, Inc. A AI a R 7rwrialip By: 4 sident DATE: December 18, 1998 SUBJECT: City Council Meeting — December 22, 1998 ITEM: 10.C.2. Consider a resolution authorizing the Mayor to execute an agreement regarding the Round Rock Convention Complex/Stadium. Staff Resource Person: Bob Bennett, City Manager. AGREEMENT REGARDING CONVENTION CENTER COMPLEX /BASEBALL STADIUM This Agreement Regarding Convention Center Complex /Baseball Stadium ( "Agreement ") is executed by the City of Round Rock, Texas ( "City ") and RSR Sports, Inc., a Texas Corporation ( "RSR ") for the purpose of setting forth the parties' mutual agreement with respect to the financing, construction, and lease of the Convention Center Complex /Baseball Stadium ( "the Complex. ") Accordingly, the parties set forth their agreement as follows: I. Status of the Parties 1.01. RSR's Status. The City hereby determines and declares that it is in the best interest of the City to negotiate only with RSR to bring a professional baseball team to the City and to lease the Complex. The City has no intention of negotiating or discussing the location of a baseball team or the leasing of the Complex with any other person or entity. 1.02. City's Status. RSR hereby determines and declares that it is in the best interest of RSR to negotiate only with City as a location for its professional baseball team and to lease the Complex. RSR has no intention of negotiating or discussing the location of its baseball team or the leasing of a stadium or convention center complex with any other City or governmental entity. II. The Site 2.01 Acquisition of Site. The City has previously entered into a Real Estate Contract with Arnold Telander to purchase a tract of land containing 88.411 acres ( "the Site ")adjacent to Old Settlers Park. The survey of the Site has been completed and environmental and archeological studies have been performed and the parties agree that the Site is suitable for the Complex. It has been determined that only 40 acres (45 percent) of the 88.411 acre Site is needed for the Complex and therefore the City has partially assigned to RSR the right to purchase the remaining undivided 55 percent interest in the Site. RSR agrees to pay for the acquisition cost of the Site as set forth in paragraph 5.01 below. The closing date for the purchase of the Site has been extended to January 29, 1999. As soon as the 40 acre portion of the Site has been determined for the location of the Complex, the parties agree to partition the site so that the City is the fee simple owner of said 40 acre tract and RSR is the fee simple owner of the remaining 48.411 acres. 0. \WPOOCS \ACITY \PROJ]4 \MOU_D C_WPD /s1s 1 ti III. Hotel Occupancy Tax 3.01 H. O c .- c Tax Stud . The City has previously entered into an agreement with Economic Research Associates ( "ERA ") whereby ERA investigated the City's current and future supply and demand of hotel rooms and projected future revenues from the City's Hotel Occupancy Tax ( "HOT. ") The ERA study determined that the revenues projected from the HOT will be a viable source of funds to finance the cost of the City's portion of the Complex. 3.02 Hotel Occupancy Tax Election. On November 3, 1998, the City held an election on a proposition to authorize the City to spend HOT funds to finance the construction and operation of the Complex. The proposition passed with more than 70 percent of the voters approving the use of the HOT for the Complex. Pursuant to the findings of the ERA study and to results of the election, the City agrees to utilize the available HOT revenues to finance its portion of the cost of the Complex. IV. Design and Construction of the Complex 4.01 Design. RSR has retained the architectural firm of HKS, Inc. ( "HKS ") at its cost to design the Complex. HKS is expected to complete the schematic design phase in the very near future and to complete the final design phase by early February, 1999. 4.02. Construction. The City will construct the Complex with related amenities (i.e. parking, skyboxes, concessions and other revenue producing amenities) consistent with stadiums built in the last five years for comparable Double -A teams and in accordance with the standards of the Texas League, the National Association of Professional Baseball Leagues and Major League Baseball. The Complex shall contain approximately 7,500 fixed seats and 24 skyboxes. The Complex will include public meeting, conference and convention space. 4.03. Financing for Complex. After the passage of the election, the City and RSR, with the assistance of the City's financial advisor, First Southwest Company ( "First Southwest ") have been evaluating various financing alternatives for the Complex. This evaluation is an on -going process that will take into account the preliminary and final results of the ERA study, as well as the costs estimates of HKS. The City and RSR expect and intend to have the financing plan finalized on or before January 14, 1999. 4.04. Cost of Complex. The parties agree that the current estimate of the construction cost of the Complex is approximately $13,000,000.00, but that the final cost will not be determined until bids are received and the contract awarded. Regardless of the final 2 cost of the Complex, the parties agree that the City's portion of the project cost of the Complex will not exceed $9,000,000.00. RSR agrees to contribute the remaining $4,000,000 of the estimated construction costs of $13,000,000. After bids are received and the construction contract is awarded by the City, RSR reserves the right to contribute additional funds to increase the size and /or enhance the quality of the Complex. V. RSR's Commitments 5.01. Purchase of Site. RSR agrees that the Site is suitable and acceptable for the Complex. RSR further agrees to contribute to the City the cost of purchasing an undivided 45 percent undivided interest in the Site, which is approximately $800,000.00 and to purchase the remaining 55 percent undivided interest in the Site, at an approximate cost of $968,220.00. 5.02. Architect and Other Fees. RSR has retained HKS to design the Complex and agrees to pay all fees therefor. It is anticipated that the fees of HKS will be approximately $850,000.00. In addition, RSR agrees to pay for other professional fees. 5.03. Financing Plan. RSR agrees with and understands the City's determination to not use property tax or sales tax for the financing of the Complex. RSR agrees to continue to use good faith efforts to assist the City in developing a financing plan utilizing the HOT and lease revenues. 5.04. Acquisition of Team. RSR has previously entered into an agreement to acquire majority ownership of the Jackson Generals Double A baseball team ( "the Team "). The closing of the transaction to purchase the Team is scheduled to occur on or before December 31, 1998. VI. Lease and Master Agreements 6.01. Lease Terms. The City and RSR have,been negotiating the terms of the lease agreement ( "the Lease Agreement ") that will be executed by the parties. A copy of the latest draft of the Lease Agreement is attached hereto as Exhibit "A ". While most of the terms of the Lease Agreement have been determined, it cannot be finalized until the financing plan has been completed and the location of the 40 acre tract for the Complex has been determined. The parties agree to continue in good faith to negotiate the terms of the Lease Agreement with a goal to approving and executing same by January 14, 1999. 6.02. Master Agreement. The City and RSR have been negotiating the terms of a Master Agreement ( "the Master Agreement ") that will be 3 executed by the parties. A copy of the latest draft of the Master Agreement is attached hereto as Exhibit "B ". While most of the terms of the Master Agreement have been determined, it cannot be completed until the Lease Agreement and the financing plan has been finalized. The parties agree to continue in good faith to negotiate the terms of the Master Agreement with a goal to approving and executing same by January 14, 1999. VII. Timetable 7.01. Agreements. As set forth above, the parties intend, and agree to utilize their best efforts to complete the financing plan and to finalize and execute the Lease Agreement and Master Agreement by January 14, 1999. In the event the parties have not so agreed by January 29, 1999, the obligations of the parties hereunder shall terminate. 7.02. Design and Construction. The parties intend, and agree to utilize their best efforts to: a) cause the completion of the Complex design by February 15, 1999; b) cause the construction to begin by April 1, 1999; c) cause the final completion of the construction by April 1, 2000; and d) play the first baseball game on April 16, 2000. Executed this 22 day of December, 1998. Charles Culp RSR Spor s, Inc. By: eside rths. RT•, an, i 4 AGREEMENT REGARDING CONVENTION CENTER COMPLEX /BASEBALL STADIUM This Agreement Regarding Convention Center Complex /Baseball Stadium ( "Agreement ") is executed by the City of Round Rock, Texas ( "City ") and RSR Sports, Inc., a Texas Corporation ( "RSR ") for the purpose of setting forth the parties' mutual agreement with respect to the financing, construction, and lease of the Convention Center Complex /Baseball Stadium ( "the Complex. ") Accordingly, the parties set forth their agreement as follows: I. Status of the Parties 1.01. RSR's Status. The City hereby determines and declares that it is in the best interest of the City to negotiate only with RSR to bring a professional baseball team to the City and to lease the Complex. The City has no intention of negotiating or discussing the location of a baseball team or the leasing of the Complex with any other person or entity. 1.02. City's Status. RSR hereby determines and declares that it is in the best interest of RSR to negotiate only with City as a location for its professional baseball team and to lease the Complex. RSR has no intention of negotiating or discussing the location of its baseball team or the leasing of a stadium or convention center complex with any other City or governmental entity. II. The Site 2.01 Acquisition of Site. The City has previously entered into a Real Estate Contract with Arnold Telander to purchase a tract of land containing 88.411 acres ( "the Site ")adjacent to Old Settlers Park. The survey of the Site has been completed and environmental and archeological studies have been performed and the parties agree that the Site is suitable for the Complex. It has been determined that only 40 acres (45 percent) of the 88.411 acre Site is needed for the Complex and therefore the City has partially assigned to RSR the right to purchase the remaining undivided 55 percent interest in the Site. RSR agrees to pay for the acquisition cost of the Site as set forth in paragraph 5.01 below. The closing date for the purchase of the Site has been extended to January 29, 1999. As soon as the 40 acre portion of the Site has been determined for the location of the Complex, the parties agree to partition the site so that the City is the fee simple owner of said 40 acre tract and RSR is the fee simple owner of the remaining 48.411 acres. C: \WPOOCS \ ACM' \PROUJ4 \MOU DEC.WPC /s1s 1 III. Hotel Occupancy Tax 3.01 Hotel Occupancy Tax Study. The City has previously entered into an agreement with Economic Research Associates ( "ERA ") whereby ERA investigated the City's current and future supply and demand of hotel rooms and projected future revenues from the City's Hotel Occupancy Tax ( "HOT. ") The ERA study determined that the revenues projected from the HOT will be a viable source of funds to finance the cost of the City's portion of the Complex. 3.02 Hotel Occupancy Tax Election. On November 3, 1998, the City held an election on a proposition to authorize the City to spend HOT funds to finance the construction and operation of the Complex. The proposition passed with more than 70 percent of the voters approving the use of the HOT for the Complex. Pursuant to the findings of the ERA study and to results of the election, the City agrees to utilize the available HOT revenues to finance its portion of the cost of the Complex. IV. Design and Construction of the Complex 4.01 Design. RSR has retained the architectural firm of HKS, Inc. ( "HKS ") at its cost to design the Complex. HKS is expected to complete the schematic design phase in the very near future and to complete the final design phase by early February, 1999. 4.02. Construction. The City will construct the Complex with related amenities (i.e. parking, skyboxes, concessions and other revenue producing amenities) consistent with stadiums built in the last five years for comparable Double -A teams and in accordance with the standards of the Texas League, the National Association of Professional Baseball Leagues and Major League Baseball. The Complex shall contain approximately 7,500 fixed seats and 24 skyboxes. The Complex will include public meeting, conference and convention space. 4.03. Financing for Complex. After the passage of the election, the City and RSR, with the assistance of the City's financial advisor, First Southwest Company ( "First Southwest ") have been evaluating various financing alternatives for the Complex. This evaluation is an on -going process that will take into account the preliminary and final results of the ERA study, as well as the costs estimates of HKS. The City and RSR expect and intend to have the financing plan finalized on or before January 14, 1999. 4.04. Cost of Complex. The parties agree that the current estimate of the construction cost of the Complex is approximately $13,000,000.00, but that the final cost will not be determined until bids are received and the contract awarded. Regardless of the final 2 cost of the Complex, the parties agree that the City's portion of the project cost of the Complex will not exceed $9,000,000.00. RSR agrees to contribute the remaining $4,000,000 of the estimated construction costs of $13,000,000. After bids are received and the construction contract is awarded by the City, RSR reserves the right to contribute additional funds to increase the size and/or enhance the quality of the Complex. V. RSR's Commitments 5.01. Purchase of Site. RSR agrees that the Site is suitable and acceptable for the Complex. RSR further agrees to contribute to the City the cost of purchasing an undivided 45 percent undivided interest in the Site, which is approximately $800,000.00 and to purchase the remaining 55 percent undivided interest in the Site, at an approximate cost of $968,220.00. 5.02. Architect and Other Fees. RSR has retained HKS to design the Complex and agrees to pay all fees therefor. It is anticipated that the fees of HKS will be approximately $850,000.00. In addition, RSR agrees to pay for other professional fees. 5.03. Financing Plan. RSR agrees with and understands the City's determination to not use property tax or sales tax for the financing of the Complex. RSR agrees to continue to use good faith efforts to assist the City in developing a financing plan utilizing the HOT and lease revenues. 5.04. Acquisition of Team. RSR has previously entered into an agreement to acquire majority ownership of the Jackson Generals Double A baseball team ( "the Team "). The closing of the transaction to purchase the Team is scheduled to occur on or before December 31, 1998. VI. Lease and Master Agreements 6.01. Lease Terms. The City and RSR have been negotiating the terms of the lease agreement ( "the Lease Agreement ") that will be executed by the parties. A copy of the latest draft of the Lease Agreement is attached hereto as Exhibit "A ". While most of the terms of the Lease Agreement have been determined, it cannot be finalized until the financing plan has been completed and the location of the 40 acre tract for the Complex has been determined. The parties agree to continue in good faith to negotiate the terms of the Lease Agreement with a goal to approving and executing same by January 14, 1999. 6.02. Master Agreement. The City and RSR have been negotiating the terms of a Master Agreement ( "the Master Agreement ") that will be 3 executed by the parties. A copy of the latest draft of the Master Agreement is attached hereto as Exhibit "B ". While most of the terms of the Master Agreement have been determined, it cannot be completed until the Lease Agreement and the financing plan has been finalized. The parties agree to continue in good faith to negotiate the terms of the Master Agreement with a goal to approving and executing same by January 14, 1999. VII. Timetable 7.01. Agreements. As set forth above, the parties intend, and agree to utilize their best efforts to complete the financing plan and to finalize and execute the Lease Agreement and Master Agreement by January 14, 1999. In the event the parties have not so agreed by January 29, 1999, the obligations of the parties hereunder shall terminate. 7.02. Desian and Construction. The parties intend, and agree to utilize their best efforts to: a) cause the completion of the Complex design by February 15, 1999; b) cause the construction to begin by April 1, 1999; c) cause the final completion of the construction by April 1, 2000; and d) play the first baseball game on April 16, 2000. Executed this 22 day of December, 1998. City •f Ro3ynd Ro k, Texas By: Charles Culp RSR Sp.rts, Inc. By 4 \ »� \ � \ �\ > « . v .