IrvingCC Packet 2010-08-05

FINAL AGENDA
MEETING OF THE IRVING CITY COUNCIL
THURSDAY, AUGUST 5, 2010

COUNCIL CHAMBER - CIVIC CENTER COMPLEX
825 WEST IRVING BOULEVARD
IRVING, TEXAS
~
11:00 A.M. -- CITY COUNCIL WORK SESSION -- WEDNESDAY, AUGUST 4, 2010-- FIRST FLOOR CITY COUNCIL
CONFERENCE ROOM -- CIVIC CENTER COMPLEX -- 825 WEST IRVING BOULEVARD -- IRVING, TEXAS
6:15 P.M. ------------------------------------------------------------------Pre-Council Briefing (If Necessary) 1st Floor

City Council Conference Room Or City Council
Chamber Conference Room, Civic Center
Complex
7:00 P.M.------------------------------------------------------------- Organizational Service Announcements
Invocation
Diana Rohrback, Baha’i Faith of Irving
Pledge Of Allegiance
Proclamations And Announcements
Announcements And Recognitions
Public Hearing: Items 1 through 41
THIS MEETING CAN BE ADJOURNED AND RECONVENED, IF NECESSARY, WITHIN 24 HOURS ON

THE FOLLOWING DAY IN THE COUNCIL CHAMBER.
ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG
AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH
551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE.
This facility is wheelchair accessible and handicap-parking spaces are available. Requests for interpretation services or
assistive hearing devices must be made 48 hours prior to the meeting. Contact the City Secretary’s Office at (972) 721-2493
or (TDD) 1-800-RELAY TX (1-800-735-2989) for assistance.
City Council Agenda 08/5/2010 1

CITY COUNCIL AGENDA
1 City Operations Update
CONSENT AGENDA
2. Approving Special Meeting Minutes for Tuesday, July 20, 2010
3 Approving Work Session Minutes for Wednesday, July 21, 2010
4 Approving Regular Meeting Minutes for Thursday, July 22, 2010
5 Resolution -- Approving an Interlocal Agreement for Security and Peace

Officer Services Between the City of Irving and the Irving Independent
School District (IISD) to Maintain the School Resource Officer Program at
IISD Campuses
Administrative Comments
1. This item supports Strategic Goal No. 4: Safe and Secure City.
2. Impact: This agreement will provide security and peace officer services to protect
IISD property and the safety and welfare of IISD students and personnel.
3. This is an annual agreement which takes effect August 1, 2010, and will continue
for additional one-year terms until terminated by either party, but not before August
1, 2011.
4. The Irving Independent School District shall pay the City 50% of the costs for the
School Resource Officers’ salaries, retirement, health insurance, workers
compensation insurance, and unemployment insurance estimated at $749,360.00.
5. Payments will be in three equal payments as compensation due on December 1,
April 1, and August 1 in each year which this agreement is effective.
Recommendation
The resolution be approved.

6 Resolution -- Approving an Interlocal Agreement for Security and Peace
Officer Services Between the City of Irving and the Carrollton-Farmers
Branch Independent School District (C-FBISD) to Maintain the School
Resource Officer Program at C-FBISD Campuses Located in the City of
Irving
C-FBISD property and the safety and welfare of C-FBISD students and personnel.
1, 2011.
4. One (1) School Resource Officer (SRO) will be assigned to Barbara Bush Middle
School, and one (1) SRO will be assigned to Ranchview High School.
5. C-FBISD shall be responsible for 50% of the costs for the SRO’s salary, retirement,
health insurance, life insurance, Medicare, workers compensation insurance, and
unemployment insurance estimated at $86,792.00.
6. Payment shall be made in full before November 15, 2010.
Recommendation
7 Resolution -- Authorizing the Mayor to Execute an Amendment to the

Interlocal Participation Agreement between the City of Irving and Public
Employee Benefits Alliance to Participate in Retiree Medical Insurance,
Approved by Irving City Council Resolution No. 1-5-07-033.
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: This amendment establishes that the agreement shall be automatically
renewed annually for additional one-year terms without the necessity of any action
by the parties other than the payment of the appropriate dues and fees.
3. Funding is not to exceed $1,500 for the period of October 1 through September 30
each renewal year and is available in the General Fund.
Recommendation

8 Resolution -- Approving Reimbursement Application for Early Retiree
Reinsurance Program of the Department of Health and Human Services
and Authorizing the Mayor to Execute any Necessary Documents Related
to the Program and if Approved by Health and Human Services Accepts
Funds.
2. Impact: Authorization of the Early Retirement Reinsurance Program application
would allow the City of Irving to receive up to $1,850,000.00 over two years in
reimbursement for certain medical claims incurred by retirees age 55 and older who
are not eligible for Medicare.
3. The funds from the program will be used to offset increases in health benefits costs.
Recommendation
9 Resolution -- Approving an Economic Incentive Agreement Between the

City of Irving, Texas and Texas Wasatch Insurance Services, LP
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: Approval of this agreement will allow the City to gain the corporate
headquarters for Texas Wasatch Insurance Services, LP (TWG) employing
approximately 240 full-time jobs.
3. TWG is a full-service property and casualty insurance agency that is relocating their
corporate headquarters from another city to Irving. TWG will relocate approximately
90 employees and create approximately 150 new jobs at 100 E. Royal Lane in
Irving.
4. The agreement provides a one-time job credit of $240 for a minimum of 50
employees up to a maximum of 166 full-time employees establishing residency in
Irving for a continuous 3-year period. The 3-year continuous residency requirement
must be met during the 5-year term of this agreement. The maximum amount of
the one-time grant is $39,840.
5. In lieu of the job credit attached to the residency requirement, TWG may elect a
$100 job credit up to a maximum of 200 new jobs created or relocated in Irving.
The maximum amount of this grant is $20,000.
6. The agreement also provides a 5-year, 30% property tax rebate of taxes paid on
personal property if the taxable assessed value is at least $1,000,000 over the
January 1, 2010 certified values. The approximate value of the rebate is $8,109
over 5-years.

7. TWG must maintain the following minimum criteria during the 5-year term of this
agreement to qualify for the grants and rebates: Occupy at least 23,000 square feet,
employ at least 200 full-time jobs with an average annual salary of at least $50,000
before benefits and become an investor in the Irving Economic Development
Partnership ($3,000 annual commitment during term of agreement).
Recommendation
10 Resolution -- Nominating Health Management Systems, Inc. to the Office of

the Governor, Economic Development and Tourism through the Economic
Development Bank for Designation as a Qualified Business and an
Enterprise Project Under the Texas Enterprise Zone Act, Chapter 2303,
Texas Government Code
2. Impact: Nomination of Health Management Systems, Inc. for participation in the
Texas Enterprise Zone Program will support capital improvements to the building
owned by HMS located at 5615 Highpoint Drive.
3. The Texas Enterprise Zone Act allows a governing body to nominate projects within
its jurisdiction to the Office of the Governor for incentives provided by the State of
Texas.
4. HMS is currently consolidating and expanding operations in Irving to include the
retention of the existing 671 employees in Irving and the creation of 350 new
positions with an average annual salary of $61,000. HMS will also invest
approximately $7.9 million in furniture, fixtures and network systems.
5. Benefits received from the State Enterprise Zone Program will support HMS’s
expansions and retention efforts.
Recommendation

11 Resolution -- Approving Settlement of a Lawsuit with Shin Ho “Sam” Kim
D/B/A Texas Lunch Box and Purchase of Property Located at 1923 Senter
Road
1. This item supports Strategic Goals No. 2: Vibrant Neighborhoods and No. 8: Sound
Governance.
2. Impact: The Settlement Agreement, if authorized, would resolve the lawsuit and
facilitate the City’s purchase of the property located at 1923 Senter Road.
3. In response to citizen complaints, the Code Enforcement Department began
focusing on the building located at 1923 Senter Road in early 2007.
4. In September 2007, the Building and Standards Commission ordered the demolition
of the building, and the owner appealed the order to district court and included the
City as a defendant. The case has been litigated in state and federal court.
5. Settlement of this lawsuit was on the Council agenda on February 7, 2008, and
May 28, 2009, for $225,000 but was rejected by the City Council on May 28, 2009.
6. If approved by Council, the City would settle this lawsuit for $155,000, enter into a
purchase and sale agreement with the current owner, and if the environmental
assessment is satisfactory and all of the requirements of the purchase and sale
agreement are met, purchase the property. The City also would pay the closing
costs and costs for an environmental survey.
7. For the settlement, funding in the amount of $80,000.00 is available from
Community Development Block Grants and $75,000.00 is available in the non-Bond
CIP Fund. For the closing costs in the amount of $5,000.00 and the costs of the
environmental study in the amount of $8,000.00, funding is available from
Community Development Block Grants.
Recommendation

12 Resolution -- Approving First Amendment to Option Agreement with
Kiamichi Railroad Company, L.L.C., and Approving the Extension of the
Option for an Additional Two Years
1. This item supports Strategic Goal No. 9: Infrastructure Network.
2. Impact: This agreement amends City of Irving’s option to purchase land rights in
the existing railroad right-of-way.
3. On December 11, 2008, the City of Irving entered into an option agreement with the
Kiamichi Railroad Company, L.L.C., to acquire an interest in the railroad right-of-
way for the purpose of constructing and operating an approximately seven foot
diameter water conveyance pipeline.
4. The parties extended the first option period to September 1, 2010. This
amendment would allow the City of Irving to extend the option for an additional two
year period for $100,000.00.
5. Funding in the amount of $100,000.00 for the Option Extension is available in the
Water Improvement Bond Fund.
Recommendation
13 Resolution -- Authorizing the Mayor to Execute a Second Amended and

Restated Entertainment Center Development Agreement with Las Colinas
Group, LP
2. Impact: Approval of the second amended and restated development agreement will
facilitate the financing and construction of the Irving Entertainment Center at Las
Colinas.
3. This document does not change the basic premise of the development agreement
that Las Colinas Group, LP, is responsible for the planning, design, construction
and operation of the Irving Entertainment Center.

4. This document amends the development agreement to reflect the current
conditions, including:
(i) recognizes the current Concessionaire entities
(ii) recognizes the current Live Nation booking agreement with the concessionaire
(iii) conforms to the current financing program:
• City construction contribution is the amount of net bond proceeds funded by
Brimer 2% HOT Revenues, Brimer parking and admission tax revenues,
state HOT, mixed beverage and sales tax generated in the venue and city
mixed beverage and sales tax generated in the venue, rent and additional
rent from the venue tenant, with a subordinate pledge of the City’s 7% HOT
• City contribution cap increased from $120,000,000 to $200,000,000
• Bonds must obtain one of the four highest long term rating categories
• Deletes references to Incremental Funding.
Recommendation
14 Resolution -- Authorizing the Mayor to Execute a Second Amended and

Restated Entertainment Center Lease Agreement with Las Colinas Group,
LP
2. Impact: Approval of the second amended and restated lease will establish terms for
the operation of the Irving Entertainment Center at Las Colinas.
3. This document amends the lease of the entertainment center to provide:
(i) Following the first two twenty-five year terms, the fixed rent will be revised to the
then fair market rental rate for the next renewal, but not less than $1,000,000 per
year.
(ii) Minimum number of performance days in the performance hall is increased from
150 to 200.
(iii) Addition of an annual Tenant expenditure of $4,000,000 for “free music,
promotions and giveaway”.
(iv) Method for the Tenant or Concessionaire to finance and encumber personal
property such as kitchen fixtures, and create a financing reserve equal to 12 months
principal and interest on that financing.
(v) Revisions to conform to the current financing program, anticipated revenues and
federal tax issues.
Recommendation

15 Resolution -- Approving an Agreement Between the City of Irving and
HillCo Partners for Legislative Services
1. This item supports Goal No. 8: Sound Governance
2. Impact: HillCo Partners will work with staff to advance the City’s legislative agenda
including protecting city revenue, blocking unfunded mandates and infringements on
sovereign immunity, and enhancing our code enforcement and public safety
capabilities.
3. HillCo Partners will assist in preparing city officials who testify before the Texas
Legislature.
4. HillCo Partners will assist in the passage of legislative initiatives that are proposed and
identified by staff, and monitor and track legislation that impacts Irving’s interests
during the regular session and any called special sessions.
5. HillCo Partners will also provide analysis and tracking of legislative actions and
decisions which could have an effect on Irving’s legislative strategies.
6. As directed by staff, HillCo Partners will monitor, by attendance, at meetings and
otherwise, state legislative and regulatory bodies considering legislation and/or
rulemaking which would impact Irving’s legislative affairs objectives and interests.
7. Funding in the amount of $86,700.00 per annum for two years is available in the
General Fund.
Recommendation
16 Resolution -- Change Order No. 6 to the Construction Management at Risk

(CMAR) Contract Between Austin Commercial, L.P., and the City of Irving,
Texas for the Irving Convention Center
1. This item supports Strategic Goal No. 3: Economic Development; 3.9 Coordinate
development of the Regional Activity District and Entertainment Center.
2. Impact: The project plan for the convention center has maintained line items for
both contractor and owner contingencies. There is a constant evaluation and re-
evaluation process of key elements throughout the project; as savings can be
implemented they are, and as project enhancements are needed for operational
improvements, those are implemented as well. This impacts the building’s
operating efficiency, as well as satisfies user requirements.
3. The Beck Group, the City’s Owner’s Representative for the project, has reviewed
this project change order and is recommending approval by the City. It is
anticipated that there will be additional change orders to the agreement prior to the
project’s completion and that the net impact of all of these will remain within the
overall project budget.

4. The scope of work of this change order includes the following additions: PC 102 –
metal enclosures and base material added to three columns in the first level pre-
function area - $8,804.00; PC 124 – add electrical outlets to coordinate with monitor
locations - $2,417.00; PC 130 – add drip troughs and floor sinks in kitchen area at
the request of the Department of Health - $9,945.00; PC 132 – add chase walls and
fur-outs to conceal piping in office areas - $1,181.00; PC 134 – additional moisture
protection at exterior wall penetrations in 10 locations - $945.00; PC 145 – Add
select electrical circuits to the building network control system - $32,002.00; PC 146
– modifications to the mechanical supply fan and control damper schedules -
$4,164.00; PC 147 – revisions to garage signage package - $1,166.00; PC 148 –
revisions to interior signage package - $3,499.00; and PC 152 – add 34 A/V rigging
points to the fourth level ballroom ceiling to add greater flexibility for room setup and
stage placement - $45,795.00. Total additions: $109,918.00.
5. The scope of work of this change order includes the following deductions: PC 88 –
changes to beverage distribution system at the request of operator’s main chef -
($982.00); PC 111 – reduction in the quantity of fudge and syrup warmers needed
in the concession areas - ($1,801.00); PC 127 – dimensional modifications made to
the restroom areas affecting wall thicknesses - ($3,475.00); PC 131 – modifications
to exterior signage package - ($33,731.00); PC 133 – eliminate single mode fiber at
the recommendation of the technology consultant - ($11,221.00); PC 136 – remove
floor drains in walk-in coolers at the request of the Department of Health -
($8,564.00); and PC 142 – revise wood ceiling reveals on the third level -
($7,469.00). Total deductions: ($67,243.00).
6. These revisions will add a net total of $42,675.00 to the contract GMP (guaranteed
maximum price). This is within the project budget owner’s contingency and the
overall project budget will not be exceeded.
7. The net impact of change orders 6 and 7 is $8,247.00. As a result of these change
orders, the owner’s contingency balance will be $923,954.00. The contractor’s
contingency balance remains at $1,289,933.00. (The contingency balances include
all change order adjustments to date being approved.)
8. Funding in the amount of $42,675.00 is available in the Convention Center
Construction Bond Fund.
Recommendation

17 Resolution -- Change Order No. 7 to the Construction Management at Risk
both contract and owner contingencies. There is a constant evaluation and re-
add a mechanical room to the food/beverage support room #202 as requested by
the Department of Health - $19,046.00; PC 156 – add a hand washing sink to
food/beverage support room #202 as requested by the Department of Health -
$7,671.00; PC 157 – add additional data cabling to the project for the computer
network at the request of the owner and the operator - $25,645.00; PC 158 –
increase power to the food service equipment at the design team’s request -
$1,764.00; PC 164 – add 4½” stainless steel strip around door jambs in the exhibit
hall for a better finish detail at the request of the architect - $2,942.00; PC 165 add
stainless steel storage baskets and shelving in the kitchen at the request of the food
service consultant - $4,286.00; PC 173 – make adjustments to door hardware at the
request of the building operator - $10,493.00; and PC 175 – modify HVAC dampers
and add access panel in concession areas and restrooms per designer team’s
request - $15,053.00. Total additions: $86,900.00
5. The scope of work of this change order includes the following deductions: PC 166
– change one LCD monitor from 32” to 21” and miscellaneous millwork details per
the architect’s request - ($42.00); PC 171 – move power supply boxes in exhibit hall
to a higher elevation per building operator’s suggestion - ($16,214.00); PC 174 –
delete specific 10” wide metal soffits that cannot be seen, serve no functional
purpose, and are difficult to install - ($48,830.00); PC 176 – modify the corner
details for the CMU work - ($1,665.00); PC 183 – modify CMU insulation
specification to provide an easier installation method - ($3,453.00); and PC 185 –
delete vertical moisture barrier at select paving areas as recommended by the
geotechnical engineer - ($51,124.00). Total deductions: ($121,328.00)
6. These revisions will result in a net reduction of ($34,428.00) to the contract GMP
(guaranteed maximum price). This is within the project budget owner’s contingency
and the overall project budget will not be exceeded.

contingency will be $1,289,933.00. (The contingency balances include all change
order adjustments to date being approved.)
8. Funding in the amount of ($34,428.00) is available in the Convention Center
Recommendation
Bids and Purchasing Items

Items 18 - 35
18 Resolution -- Renewing Annual Contracts with GT Distributors, Inc., for

Police Ammunition
2. This item has been recommended by Police.
3. Impact: This contract provides the ammunition for firearms used by police officers
to carry while on-duty, to conduct training, and for required qualification.
4. This renewal establishes the continuation of annual contracts to provide ammunition
for patrol officers and tactical personnel. The original contracts were awarded on
the basis of competitive bids.
5. GT Distributors continues to deliver ammunition in a timely manner in spite of
increased shortages during wartime, and their pricing remains competitive.
6. The annual estimated amount will be $186,000.00 for these one-year contracts, and
funding will be available in the General Fund.
Vendor Item(s) Est. Award
GT Distributors, Inc., Patrol Ammunition 1-3, 6-9, 11-16 $ 82,099.00
GT Distributors, Inc., Tactical Ammunition 1-5 $103,901.00
Total Amount $186,000.00
Recommendation

19 Resolution -- Approving Purchase from Waukesha-Pearce Industries, Inc.,
for a Standby/Emergency Generator for the Criminal Justice Center
through the Houston-Galveston Area Council of Governments (H-GAC)
Interlocal Cooperative Purchasing Program
1. This item supports Strategic Goals No. 4: Safe and Secure City and 10:
Environmentally Sustainable Community.
2. This item has been recommended by Police – Emergency Management.
3. Impact: The Criminal Justice Center will have a highly reliable, right-sized
generator system to provide emergency electrical power when needed to maintain
normal operations, which will result in an overall reduction in operating costs,
increased dependability, and cleaner air.
4. The Generac bi-fuel generator system is the same system that is installed at the
Civic Center and offers a number of advantages over conventional systems by
operating as a diesel engine with natural gas augmentation, which will result in
lower emissions, lower fuel consumption, and will require a much lower fuel storage
capacity to provide 72 hours run time.
5. Funding in the net amount of $159,964.00 is available in the 2008 Urban Area
Security Initiative (UASI) Grant Fund.
Recommendation
20 Resolution -- Renewing the Annual Contract with IESI TX Corporation for

the Sale of Capacity at the Hunter Ferrell Landfill
1. This item supports Strategic Goals No. 8: Sound Governance and No. 10:
2. This item has been recommended by Solid Waste Services.
3. Impact: This service provides revenue to the City and helps to improve operational
efficiency of the landfill by maintaining the ratio of trash to cover soil at an optimal
level with no increase in manpower or equipment, or decrease in the landfill life
beyond normal usage. Revenue rate was increased by a 5% escalation factor per
the terms of the contract.
4. This renewal establishes the continuation of an annual contract to provide for the
sale of capacity at the Hunter Ferrell Landfill at $15.71 per ton. The original
contract was awarded on the basis of competitive bids.
5. Revenue in the net estimated annual amount of $1,570,800.00 will be deposited in
the Solid Waste Enterprise Fund.
Recommendation

21 Resolution -- Approving and Accepting the Bid of Adcon Signs, Inc., for
the Fabrication and Installation of Wayfinding Signs
1. This item supports Strategic Goals No. 3: Economic Development, No. 4: Safe and
Secure City, No. 9: Infrastructure Network, and No. 10: Environmentally Sustainable
Community.
2. This item has been recommended by Intergovernmental Services - Public Works
and Transportation.
3. Impact: These 29 custom designed and architecturally enhanced signs will provide
wayfinding guidance to resident and visitor motorists to selected venues of
particular relevance to Super Bowl XLV.
4. These signs will provide direction and information that will enhance the city’s
transportation infrastructure, reduce unnecessary travel, promote safety for
motorists, and encourage use and patronage of city venues and facilities.
5. Funding in the net amount of $146,618.78 is available in the Non-Bond CIP Fund.
Recommendation
22 Resolution -- Approving a Discretionary Service Agreement Between the

City of Irving and TW telecom of Texas LLC for Undergrounding and
Relocation of Communications Utilities Along State Highway 348
(Northwest Highway) between Riverside Drive and the Irving Convention
Center
1. This item supports Strategic Goals No. 3: Economic Development; 3.9 Coordinate
development of the Regional Activity District and Entertainment Center, No. 9:
Infrastructure Network, and No. 10: Environmental Sustainable Community.
2. This item has been recommended by Intergovernmental Services & Public Works -
Transportation.
3. Impact: The undergrounding and relocation of communications utilities along State
Highway 348 (Northwest Highway) between Riverside Drive and the Irving
Convention Center will vacate utilities from the right of way for construction of the
new interchange of Spur 348 with Las Colinas Boulevard providing direct access for
the Convention Center and Las Colinas Boulevard.
4. This project must begin immediately in order to provide direct access to the new
Convention Center that is scheduled to be completed December 2010, and will also
provide access to the Convention Center Orange Line Light Rail Transit Station.
5. Improvements to the transportation system afforded by this project will also improve
mobility and air quality to allow for a more environmentally sustainable community.
6 Per the Las Colinas Undergrounding contract, the City will pursue a 35 percent
reimbursement of the total contract cost from the Association.

7. Funding in the net amount of $76,533.39 is available in the Street Improvement
Bond Fund.
Recommendation
23 Resolution -- Approving and Accepting the Proposal of Chase Equipment

Finance Inc., for Lease Purchase Financing of Two Pumper Trucks
2. Impact: The City will save a minimum of $40,000.00 in interest compared to a front
loaded, five-year, General Obligation bond issue dependent on rate set at closing.
Actual savings are expected to be $57,000.00.
3. In February 2010, Chase Equipment Finance won the proposal that was
competitively solicited for the lease-purchasing financing for four fire vehicles.
4. The lease-purchase agreement for the first two vehicles’ financing was awarded on
the February 4, 2010, Council.
5. This new lease-purchase agreement is providing financing for the two remaining
pumpers that are expected to be delivered in August or early September, that were
awarded to Metro Fire Apparatus Specialists, Inc., on December 3, 2009, Council.
6. This lease-purchase agreement is at an interest rate up to 2.9%. The rate will be
locked in for the entire lease after Council approval and closing.
7. Payments will be made semi-annually, starting six months after funding is secured
(beginning approximately February 2011 and ending August of 2015).
8. Funding will be in an amount not to exceed $1,144,750.00 to be paid in ten semi-
annual installments not to exceed $228,950.00 in each fiscal year beginning with
2011 and ending in 2015.
Recommendation

24 Resolution -- Approving the Amendment of the Contract Between the City
of Irving and Grant Thornton, LLP, for Professional Auditing Services
2. This item is recommended by Financial Services.
3. Impact: This agreement provides an annual audit and opinion of the City’s
financial records as required by the City Charter and bond covenants.
4. This contract provides auditing services for the purpose of examining the books
and records of the City of Irving for Fiscal Year 2009-10. In addition, the auditors
issue an agreed upon procedures report for Dallas Regional Mobility Coalition
(DRMC), DFW Interlocal Agreement, and Texas Commission on Environmental
Quality.
5. This amendment provides additional auditing services that include internal control
review and compliance audit of three additional grant funds.
6. The annual not to exceed amount will be $271,283.00 ($551.00 for DRMC is paid
separately), for this one-year renewal contract, and funding will be from the
General Fund and allocated to grants where funding is available.
Recommendation
25 Resolution -- Approving the Purchase from Dell Marketing, L.P., for Dell
Servers through the State of Texas Department of Information Resources
(DIR) Program
1. This item supports Strategic Goal No. 8: Sound Governance and No. 9:
Infrastructure Network.
2. This item has been recommended by Information Technology.
3. Impact: These replacement servers are necessary to maintain crucial information
and applications which are imperative for the city’s operation. These replacements
will avoid poor system/application performance, data loss or corruption, and
reduced productivity due to system down time based on parts availability.
4. Information Technology performed a detailed analysis of the 72 physical servers
that were eligible and budgeted for replacement and was able to make the following
recommendation: 13 are being purchased/replaced with new servers; 27 will have
added extended maintenance; and 32 are either being virtualized, consolidated, or
will no longer be needed.
5. The reduction in physical servers is accomplished by the utilization of technologies
available, such as repurposing existing servers, extending maintenance coverage,
utilizing virtual servers for approved applications, and hosting combined
applications.

6. Funding in the net amount of $81,434.99 is available in the Technology Fund.
Recommendation
26 Resolution -- Renewing the Annual Contract with AT&T for Existing and
New Communication Services
1. This item supports Strategic Goals No. 4: Safe and Secure City and No. 9:
3. Impact: Network data access and phone service will continue to be provided to
remote city facilities, such as Police stations, Fire stations, Library branches, and
Recreation centers.
4. These telecommunication services consist of fifty dedicated T1 circuits that also
provide critical redundancy services for the city-wide radio communication system
to connect to the five towers located within the city to continue providing reliable
radio communications for Public Safety and General Government services.
5. The annual estimated amount is $174,000.00 for this three-year agreement and
funding is available in the General Fund.
Recommendation
27 Resolution -- Renewing the Annual Contract with Sprint Solutions, Inc., for
Broadband Wired Line Services
3. Impact: This service provides critical communication with mobile public safety
officers for rapid, accurate communication in the field to minimize response time for
emergency calls.
4. This service continues to provide the overall bandwidth and connection for mobile
data computers used within public safety vehicles to have the necessary access to
their critical applications, such as Computer Aided Dispatch (CAD).
5. The annual estimated amount will be $24,000.00 for this three-year contract, and
funding will be from the General Fund.
Recommendation

28 Resolution -- Approving and Accepting the Bid of Bauhaus Interiors Group
for Office Furniture for the Irving Convention Center
2. This item has been recommended by Irving Convention & Visitors Bureau and
SMG, the Irving Convention Center Facility Operator.
3. Impact: Furnishings are required for the new Convention Center that will impact
the city residents by promoting the City, which will generate additional visitor
spending in Irving.
4. The detailed list of all Furniture, Fixtures and Equipment (FF&E) items was
developed by SMG, who is overseeing the purchasing process in conjunction with
the City Purchasing Division by developing specifications, evaluating the bid
responses, and making recommendations for awards.
5. Multiple solicitations are being processed for the FF&E items and this award is the
first of six solicitations being recommended for award on this Council meeting; while
other FF&E solicitations remain in process.
6. Some items included in this award are: work stations, office chairs, file cabinets,
conference room tables, guest chairs, and credenzas. These items are part of the
overall project budget and this award is within the estimated cost for these items.
7. Savings from this award are ear-marked to purchase items that were removed
during the value engineering process.
8. Funding in the net amount of $610,161.13 is available in the Convention Center
Bond Fund.
Recommendation

29 Resolution -- Approving and Accepting the Bids of Mity-Lite, Inc.; Virco
Inc., DBA Virco Sales Corporation; Sico America, Inc.; and MTS Seating for
Furniture for Irving Convention Center
spending in Irving.
4. Multiple solicitations are being processed for the Furniture, Fixtures, and Equipment
(FF&E) items and this award is the second of six solicitations being recommended
for award on this Council meeting; while other FF&E solicitations remain in process.
5. Some items included in this award are: tables and carts, banquet chairs, dance
floor, and stack chairs. These items are part of the overall project budget and this
award is within the estimated cost for these items.
6. It is also recommended that the seven responses received for Group II, folding
chairs, be rejected so that these chairs can be purchased utilizing a cooperative
purchasing program agreement for a savings of almost $3,000.00 from the lowest
bid received for this group.
during the value engineering process
Bond Fund.
Vendor Group Award
Mity-Lite, Inc. I – Tables and Carts $130,889.98
Virco Inc. DBA Virco Sales Corporation III - Banquet Chairs $ 88,270.91
Sico America, Inc. IV – Dance Floor $ 39,335.00
MTS Seating V – Stack Chairs $131,927.60
Recommendation

30 Resolution -- Approving Purchase from Clarin for Folding Chairs for the
Irving Convention Center, through the Texas Multiple Award Schedule
(TXMAS) Local Government Statewide Cooperative Purchasing Program
Development of the Regional Activity District and Entertainment Center.
spending in Irving. Also, by utilizing the TXMAS cooperative purchasing program,
this purchase results in a savings of almost $3,000.00 from the lowest price
received in the formal furniture bid solicitation for this group of folding chairs.
(FF&E) items, and this award is the third of six solicitations being recommended for
award on this Council meeting; while other FF&E solicitations remain in process.
5. Items included in this award are: fully upholstered seat and back folding chairs,
stacking chair storage trucks, and starter blocks that are used to hold casters off the
floor for stacking, and to support the storage carts in stored positions.
6. These items are part of the overall project budget and this award is within the
estimated cost for these items.
Bond Fund.
Recommendation

31 Resolution -- Approving and Accepting the Bid of Irwin Telescopic Seating
Company for Telescopic Seating/Risers for Irving Convention Center
spending in Irving.
(FF&E) items, and this award is the fourth of six solicitations being recommended
5. The telescopic seating system shall be multiple tiered seating rows comprised of
seat and deck components, risers, and supportive understructure. The seating shall
be operable on the telescopic principle, stacking vertically in minimum floor area
when not in use. This type seating will allow for right-sizing by event needs.
Bond Fund.
Recommendation

32 Resolution -- Approving and Accepting the Bid of Sico America, Inc., for
Staging/Risers for Irving Convention Center
spending in Irving.
(FF&E) items, and this award is the fifth of six solicitations being recommended for
5. Some items included in this award are: a mobile performance stage, stage decks,
stage stairs, stepboards, folding platforms, and portable wheelchair lift.
Bond Fund.
Recommendation

33 Resolution -- Approving and Accepting the Bid of Equipment Depot for
Material Handling Equipment for Irving Convention Center
spending in Irving.
(FF&E) items, and this award is the sixth of six solicitations being recommended for
5. Some items included in this purchase are scissor lifts, forklifts, dollies, hand trucks,
pallet jacks, and platform trucks.
8. It is recommended that we reject the responses for the 45’ boom lift in order to
revise the specifications for a larger boom lift to better fulfill the city’s purpose for
this equipment.
Bond Fund.
Recommendation

34 Resolution -- Rejecting Proposals for the Energy Provider for Irving
Convention Center
2. This item has been recommended by Irving Convention & Visitors Bureau.
3. Impact: The City’s current energy provider will provide these services to the new
Irving Convention Center for several months. This will establish a base line of
power usage that is required to fully evaluate solicitation responses.
4. When the base line of power usage is determined, the City may elect to release a
new solicitation for a provider partnership that is prepared to provide a reliable
supply of electricity, associated services, a sponsorship component, and a high
level of customer service for the Irving Convention Center.
Recommendation
The resolution for rejection be approved.
35 Resolution -- Approving and Accepting the Proposal of EAB Corporation

dba The Barber Shop Marketing for Advertising and Marketing Services for
the Genghis Khan Exhibit
1. This item supports Strategic Goal No. 7: Cultural, Recreational, and Educational
Environments.
2. This item has been recommended by Irving Arts Center.
3. Impact: Advertising and marketing an exhibition of this magnitude is important to
the success of the event and establishing the Irving Arts Center as a premier
facility.
4. The cost benefit analysis of outsourcing this service results in savings in several
ways. The Barbershop Marketing has long-standing relationships with media outlets
which will enable them to negotiate deeper discounts on media buys, promotional
add-ons, and editorial coverage. By working with the agency, the Arts Center will
also benefit from the company’s existing relationships with promotional partners and
sponsors.
5. Within a defined budget, the advertising agency will provide a media plan, media
buys, creative development, promotion support, and event production support for
the event. They have significant experience working with municipal, arts-focused
and tourism events. The account supervisor assigned to our campaign has
extensive experience working with well-known museums on sponsorship
development, marketing, and promotion.
6. Target audiences include families with children ages 6 and up, combined household
income of $50,000 and above, adults with an interest in history, travel or geography,
local and regional Mongolian population, group sales leaders/tour operators locally
and regionally, educators and school groups, and reaching these groups within a
400 mile radius of Dallas/Fort Worth.

7. Minority- and/or Women-owned Business Enterprises (M/WBE) participation on this
award is 100%.
8. Funding in the net amount of $405,000.00 will be available in the Genghis Khan
Fund.
Recommendation
End of Bids
INDIVIDUAL CONSIDERATION
36 Resolution -- Approving Appointments to the Board of Directors of the
North Texas Transportation Authority
2. Impact: Appointment of this Board will give the City another tool to expand
transportation opportunities for the citizens of Irving.
3. The City Council created the North Texas Transportation Authority in 1995 as a
non-profit, local government corporation with an emphasis on streets, highways, toll
roads, turnpikes and the improvements, equipment, facilities, landscaping and
beautification ancillary thereto.
4. The current Directors’ terms have all expired and new appointments need to be
made.
5. The Board of Directors is composed of five (5) members, all of whom are appointed
by the Irving City Council. Under the Bylaws of the Corporation, the Directors serve
three year terms which are staggered so that no more than two Directors’ terms
expire in any one year.
Recommendation

37 Resolution -- Awarding a Contract to SAK Construction, LLC, for
Rehabilitation of Hackberry Creek Interceptor Trunk Sewer Project
1. This item supports Strategic Goal No. 9: Infrastructure.
2. Impact: This project will repair five manholes and will restore the structural integrity
of the sewer interceptor pipe serving the commercial area of MacArthur Boulevard
between SH 161 and LBJ Freeway.
3. This project includes the installation of approximately 2,173 linear feet cured-in-
place pipe, 1,573 linear feet clean and televised sewer and siphon pipes, removal
and replacement of five manholes, frames and covers, and 90 vertical feet and
1,200 square feet of cementitious rehabilitation of manhole/structures.
4. The lowest responsible and responsive bidder was SAK Construction, LLC in the
amount of $779,387.00. An additional $8,000.00 is needed for testing, bringing the
total cost of the project to $787,387.00.
5. Funding in the amount of $787,387.00 is available in the Sanitary Sewer Bond
Fund.
Recommendation
38 Resolution -- Approving Change Order No. 2 to EMJ Corporation for the

Construction of West Irving Library
1. This item supports Strategic Goals No. 9: Infrastructure and No. 10:
2. Impact: This change order will enable the West Irving Library to meet the
Department of Energy criteria for a Net Zero Energy Building through the installation
of a 339 KW photo-voltaic solar energy system.
3. The system is capable of producing 474,000 kWh of electricity via solar energy,
which exceeds the estimated annual energy usage of the library.
4. The cost of this change will be offset by reimbursement to the city of a
$1,158,316.00 grant from the State Energy Conservation Office (SECO).
5. The estimated savings in utility cost is $55,000.00 per year.
6. The environmentally friendly solar energy system contributes to the reduction of
carbon emissions.
7. Funding in the amount of $1,261,218.00 is available in the Non-Bond CIP Fund and
the Library Bond Fund.
Recommendation

39 Resolution -- Memorandum of Agreement with the City of Dallas for
Wholesale Treated Water Rate-Setting Methodology
2. Impact: The agreement establishes rate-setting methodology over the next 30
years for Irving and other Dallas customers that purchase water under the
Wholesale Treated Water Contract.
3. Irving currently purchases 6.7 million gallons of drinking water per day from the City
of Dallas under a Wholesale Treated Water Contract to supplement Lake Chapman
water supplies. Irving’s contract for treated water continues through June 30, 2033,
although the Memorandum of Agreement (MOA) that is referenced in the contract
and defines rate-setting methodology is expiring and needs to be renewed.
4. The new rate-setting methodology includes a few minor changes that are not
expected to have much impact on the cost to Dallas customers. However, the
Dallas rates for this contract have increased in the past and are expected to
continue to increase in the future due to rising costs to meet treatment regulations,
develop new supplies, power the facilities and provide basic operations and
maintenance.
5. The rates will continue to have two parts: volume and demand.
6. This MOA update and renegotiation took place over two years and was developed
with input from all customer cities as well as Dallas.
7. All customer cities are expected to approve the MOA which includes a new term of
30 years.
Recommendation
That the New MOA for wholesale treated water rate-setting methodology as reflected in
the attached Exhibit “A” be approved.

APPOINTMENTS AND REPORTS
40 Mayor’s Report
41 Adjournment
Citizens’ Forum
Citizens are invited to speak for three (3) minutes on matters relating to City
government and on items not listed on the regular agenda.

2
SPECIAL MEETING OF THE IRVING CITY COUNCIL

FINAL MEETING MINUTES
July 20, 2010
The Irving City Council met in special session in the Central Library Auditorium on July 20,
2010. The following members were present / absent:
Attendee Name Organization Title Status Arrived

Herbert Gears Irving City Council Mayor Present
Allan Meagher Irving City Council Councilman Present
Lewis Patrick Irving City Council Councilman Present
Rick Stopfer Irving City Council Councilman Present
Gerald Farris Irving City Council Councilman Present
Joe Philipp Irving City Council Councilman Present
Minutes Acceptance: Minutes of Jul 20, 2010 8:00 AM (CONSENT AGENDA)

Rose Cannaday Irving City Council Councilwoman Absent
Roy Santoscoy Irving City Council Councilman Present
Mike Gallaway Irving City Council Councilman Present
Mayor Herbert Gears called the meeting to order at 8:15 a.m.
DISCUSSION TOPIC
1 Strategic Plan Key Focus Area Update
Tommy Gonzalez, City Manager, made introductory statements as to the purpose of this
planning retreat. Primarily this is to confirm the ten goals; obtain consensus from the Council
on Key Focus Areas; and obtain consensus from the Council on additional strategies and
actions.
Susan Rose, Community Outreach Manager, provided results achieved through the Strategic
Plan. Weekly presentations are provided to the leadership team, there are twice monthly
updates through the operations report and the reports are included within the budget
document and year-end strategic plan. Key Focus areas with some highlights from each are
listed below:
Key Focus Area: Corridor Enhancement

• 55% found appearance of the city as good or excellent.
• Project at the corner of MacArthur and Shady Grove has been completed
• Six gateway features are completed
• MacArthur Beautification Project, South Belt Line Road and South MacArthur median
improvements are complete
• Adopted Standard for Transit Oriented Developments
• Established standards for aesthetic enhancements
• Completed 2008 comprehensive plan
• Developed plan to transform signage on SH 183 and completed Irving Blvd study
Key Focus Area: Code Enforcement

• 28% increase in resident survey since 2006
• Enhanced Garage Sale enforcement
• Amended carport regulations
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City Council Work Session

July 20, 2010
• Corrected 96% of code violations voluntarily

• Reduced parking enforcement cycle time from 14 to 21 days
• Passed news rack ordinance
• Achieved full compliance from tire shops
• Adopted vacant building ordinance
• Passed dumpster ordinance
• Enforcement of window signage, banner and pennant regulations
• Amended convent store design guidelines
• Aligned and cross trained code enforcement with police
• Collaboration with code enforcement and HHS

Key Focus Area: Neighborhood Improvements
• New and re-established neighborhood associations
• Neighborhood enhancement program
• 66% of residents found this program as good, an increase from 2006
Key Focus Area: Non-Compliant Apartments

• Closed 29 complexes
• Demolished 21 properties
• Reduced timelines of start of case to demolition by 45 days
• Inspected and rated 500 properties
• Improved risk rating in 15 level four complexes
• Reduced multi family complaints by 40%
Key Focus Area: Economic Development Initiatives

• Scheduled to open Convention Center
• Entertainment Venue
• Water Street
• Texas Stadium Implosion for redevelopment
• Heritage Crossing
• Irving Boulevard Redevelopment
• Irving Economic Development Partnership
• Opened Business Resource Center at North Lake college Irving South campus
• DART Orange Line/BNSF
Key Focus Area: Public Safety

• Lowest Crime Rate for Irving attained within the last 3 years
• Recognized as the most improved animal shelter in the state
• Recognized cardiac unit
• Improved EMS response time by 11%
• Adopted tethering ordinance
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July 20, 2010
Key Focus Area: Communications/Customer Service

• City Spectrum
• Automated ICTN to allow for 24/7 programming
• New logo and logo implementation
• Implemented e-commerce applications
• Launched interactive TV web site
• Deployed social media - YouTube, Facebook, Twitter
• Paperless agenda system
• City Operations Update

Key Focus Area: Capital Improvement Projects
• West Irving Aquatics Center
• Animal Care Campus
• Dog Park
• Miracle League Field and Accessible Playground
• Tim Markwood Park
• Lively Pointe Youth Center
• Cimarron Aquatic Center
• Valley Ranch Library
• Lively Pointe Skate Park
• West Irving Library is under construction
Council agreed with the Key Focus Areas presented.
Lynda Johnson, Chief Performance Officer, provided an overview of the proposed Strategic
Plan for the 2010-11 fiscal year. She identified the Key Focus Areas as: Corridor
Enhancements (O’Connor, MacArthur and Irving Boulevard), Code Enforcement,
Neighborhood Improvements, Non-Compliant Apartments, Economic Development Initiatives,
Public Safety, Communications/Customer Service and Capital Improvement Projects.
Councilman Stopfer suggested that the Convention Center Hotel be listed as a Key Focus
Area as well.
2 Receive Input on Proposed FY 2010-11 Strategic Plan

Councilman Gallaway addressed the following areas:
2.1.1.4 Staff Training - He would like to add “consistency” to the desired outcome.
4.1.1.3 Conduct bi-monthly Comstat meetings to monitor crime trends and implement
reduction strategies - Councilman Gallaway asked if Comstat was proactive or reactive. Staff
indicated it was proactive.
Councilman Gallaway also indicated he is interested in utilizing the neighborhood associations

to ensure that we are getting the word out about events, activities, etc. going on throughout
the City.
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July 20, 2010
Councilman Stopfer would like staff to be specific as the City moves down the path of
enhancements, what the precise reasons are for the a specific enhancement and why it is
being done in one area over another. Additionally, that the citizens have an understanding of
how the improvements effect the City’s debt service. Finally, that highlights, such as the new
ADA compliant aquatics center, be readily publicized since that is such a beneficial facility.
Councilman Santoscoy emphasized the continued need for strength in communication as it

pertains to services provided, changed, enhanced or adjusted. Additionally, there was a
strong desire to continue collaboration with the school districts.
Councilman Meagher expressed an interest in a neighborhood park for residents of areas

such as Northwest Park since there are not large facilities in the immediate area. He also
asked if a path or trail can be incorporated along the drainage ditch that runs through
Northwest Park.
Councilman Farris asked if the City was handcuffed in any way, legislatively or other, to deal
with certain code enforcement issues that make residents’ lives more difficult. Staff indicated
that there is a balancing act to what is done and what is implemented. There is about 96%
voluntary compliance with code issues; however, there will be challenges and some
ordinances that residents are more reluctant to comply with. The City does have the Council
support and staff support necessary to succeed with code compliance.
A discussion was held regarding the Irving Mall. Mayor Gears explained that many efforts
have occurred to work with the mall, help the property owners see the new trends in retail and
entertain ideas on how to move forward with becoming a more modern mall. The City has
implemented small retail incentives which have helped businesses such as Los Lupes. It was
noted that although interior improvements were down a few years ago, the property owners
have confirmed that no future capital improvement investments will be made.
Councilman Stopfer noted that DFW Airport has significant retail plans for it’s southside, which
would impact current mall traffic coming from the airport.
Mayor Gears welcomed Council participation in lobbying the mall property owners to
modernize the property to increase retail sales in the area.
Councilman Philipp thanked the department directors who facilitate leadership and help make
all of the positive progress occur. Customer-oriented perspective is extremely important and
staff has been readily available to the residents which has served the city well.
Councilman Philipp indicated there were three focus areas that he would like to see made
priorities, which include:
• Irving Boulevard Redevelopment and Heritage Crossing Redevelopment

• A Housing Redevelopment Strategy
• Water acquisition - a water strategy
Mayor Gears complimented the City for the work attained in all areas. He focused on the
following:
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July 20, 2010
• Underutilized areas/assets, such as Trinity View Park baseball fields, Lake

Carolyn, Studios of Las Colinas, Campion Trails, ICTN, and Williams Square have
been well attended to for enhancements and assistance.
• Additional notable accomplishments include the Senior Center Services Committee
that will help with ideas for a new Senior Center.
• Mayor Gears would like to see a list of the companies that could be rolling out of
the Urban Center and would like to see the City becoming very competitive and
anticipating the large leases that are coming due in the near future.
• On the school district front, Mayor Gears is interested in facilitating afterschool
programs as well as looking at the YMCA for a potential renovation to assist with

some of these children’s programs.
• Advocates for homeless teens will continue to be working to assist those in Irving
that need those resources.
• Motor Cross that Councilman Meagher has discussed in the past is worth looking
into.
• Maximize the opportunity with the Genghis Khan exhibit and ensure that it is well
publicized.
The meeting was adjourned at 11:03 a.m.
___________________________
Herbert A. Gears, Mayor
ATTEST:
______________________
Shanae Jennings, TRMC
Acting City Secretary
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WORK SESSION MEETING OF THE IRVING CITY COUNCIL

MEETING MINUTES
July 21, 2010
The Irving City Council met in work session July 21, 2010. The following members were
present/absent:

Allan Meagher Irving City Council Councilman Absent

Rose Cannaday Irving City Council Councilwoman Present
Mayor Herbert Gears called the meeting to order at 11:43 a.m.
DISCUSSION TOPIC
1 Introduction of City Council Cycle Participants
Linda Murray, Executive Assistant, introduced the following City Council Cycle
participants:
Carlos Narvaez, Sanitation Section Chief
Dwayne Yelton, Automotive Parts Supervisor
2 Review of Regular Agenda

1 Public Hearing -- Public Hearing to Gather Input on the Housing and Human Services
Department 2010 Action Plan for Submission to the United States Department of
Housing and Urban Development (HUD)
Chris Hooper, Housing & Human Services Director, noted that this public hearing is the
third and final hearing needed before adoption of the Action Plan.
Max Duplant, Chief Financial Officer, recognized the budget staff and presented the
award received by the Government Finance Association for Distinguished Budget
Presentation.
5 Resolution -- Authorizing and Approving the Submission of the 2010 Action Plan to the
United States Department of Housing and Urban Development (HUD)
Vicki Ebner, Housing & Human Services Manager, presented the Fiscal Year 2010-
2011 Action Plan.
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July 21, 2010
7 Resolution -- Authorization to Redevelop Tudor Lane and Submit an Amendment to

the 2009 Action Plan to the U.S. Department of Housing and Urban Development
Chris Hooper, Housing & Human Services Director, presented information on the Tudor
Lane Redevelopment Strategy. While much work has been done the work is not yet
fully complete. Staff would still like to construct 11 single family detached homes and
14 single family attached homes.
9 Resolution -- Authorizing Assignment of Economic Incentive Previously Granted to the

Realty Associates Fund VII, L.P. to Porteous Realty Investments

Item 9 is being pulled and will be brought back to council for consideration at a future
meeting.
12 Resolution -- Approving the Creation of the Irving Entertainment Center Development

Corporation; Approving the Articles of Incorporation and the Bylaws Thereof;
Confirming the Appointment of the Initial Directors and Chairperson; and Containing
Findings and Other Provisions Relating to the Subject
Brenda McDonald, Real Estate & Development Director, described the function of the
Irving Entertainment Center Development Corporation, noting this is recommended by
the City’s financial advisor.
13 Resolution -- Approving a Reimbursement Resolution with the City of Irving for

Entertainment Center Expenditures in Advance of the 2010 Entertainment Center Bond
Sale
Brenda McDonald, Real Estate & Development Director, detailed the bond
reimbursement process, noting this is recommended by the City’s bond counsel.
25 Ordinance -- Final Reading - Amending Chapter 52 Entitled “Water and Sewer Rates”
of The Code of Civil and Criminal Ordinances of the City of Irving, Texas, Providing for
New Monthly Water and Sewer Rates
Todd Reck, Water Utilities Director, presented an overview of the need for a water rate
increase; noting the importance of the continuation of keeping aging infrastructure
current as well as maintenance of the systems intact. He described the benefits of the
five-year plan to replace infrastructure south of Northgate.
Max Duplant, Chief Financial Officer, discussed the legal requirements for debt service,
and confirmed that this rate increase will keep the City above the required threshold.
Councilman Mike Gallaway asked for cost projections for small businesses.
Councilman Rick Stopfer described historical water and sewer system issues that have
brought the City to this position.
Council discussed the importance of having a self-sustaining water system that

provides quality water throughout the City.
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July 21, 2010
Council agreed that more educational communication to the citizens is needed

throughout the water rate process.
26 Resolution -- Approving Special Sign Permit S1005-0023 to Build a Monument Sign

with a Combined Message Center Including Digital Images on the Corner of Ranch
Trail and MacArthur Boulevard - Property Located at 8830 North MacArthur Boulevard
- Valley Ranch Master Association, Applicant/Owner
Kenneth Bloom, Chief Planner, presented the applicant’s request for signage on
MacArthur Boulevard. He noted staff’s recommendation of approval of the request.

27 Ordinance -- Zoning Case #ZC10-0022 - Granting S-P-2 (Generalized Site Plan) for R-
MF-2 (Multi-Family) Uses - Approximately 9.54 Acres Located at 1954 Shoaf Drive -
Britain Way Apartments, Applicant - 1954 LTD, Owner
Kenneth Bloom, Chief Planner, presented the applicant’s request for expansion and
enhancement of the multi-family property. He noted staff’s support of these
improvements.
28 Ordinance -- Zoning Case #ZC10-0026 - Granting S-P-2 (Generalized Site Plan) for R-
6 (Single Family) and R-TH (Townhouse) Uses - Approximately 3 Acres Located at
2807-3029 Tudor Lane - City of Irving, Applicant/Owner
Kenneth Bloom, Chief Planner, presented the City’s request to re-zone the area in
preparation for the redevelopment on Tudor Lane.
Council recessed at approximately 2:05 p.m.
Council reconvened at approximately 2:46 p.m.
3 Problem-Solving Team Update

Jason Mullins, Police Sergeant, gave a presentation on the “Problem-Solving Team”,
which is a unit that identifies and responds to criminal trends within the City that have
failed to respond to traditional policing methods. The team develops tactics to address
the root causes of crime and disorder, thus improving the quality of life for Irving
residents.
4 Code Enforcement Update

Guy Henry, Code Enforcement Director, presented results achieved by the code
enforcement team over the past year. Following are some results attained:
1) 8,002 code cases have been resolved
2) 98% of the cases were closed voluntarily
3) 436 community service workers assisted with 163 mowing and cleaning projects for
1,562 hours worked
4) 10,144 illegal temporary signs were removed
5) News racks came into compliance
6) 32 code cases were referred to Housing and Human Services
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July 21, 2010
7) 10 properties were completed by “Great Days of Service.”
5 Mid-Year Crime Update

Larry Boyd, Police Chief, presented 2010 highlights of the Police Department, which
include:
1) 32% decrease in robbery
2) 15% decrease in aggravated assault
3) 15% decrease in burglary
4) 19% decrease in vehicle theft
5) total of 22% decrease in violent crime.

6 Great Days of Service Presentation
Larry Gomez, Code Enforcement Inspector, gave a presentation on the Great Days of
Service Program. The program is comprised of volunteers from mostly church
organizations, with other organizations such as the Knights of Columbus, and the City’s
Code Enforcement Department to help homeowners with home repairs or landscaping
needs. Code Enforcement's role is to refer properties to Great Days of Service
Approval Committee, help with the application process, communicate with the
homeowner if they are approved for the program regarding what they should expect as
well as participate in a project. He noted that 21 projects have been completed this
year.
EXECUTIVE SESSION
Council did not convene into Executive Session; Item 7 will be moved to the August 5, 2010
meeting.
7 Personnel - City Secretary

Texas Open Meetings Act § 551.074
The meeting was adjourned at 4:05 p.m.
___________________________
ATTEST:
______________________
4
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REGULAR MEETING OF THE IRVING CITY COUNCIL

MEETING MINUTES
July 22, 2010
~
The City Council met in regular session in the Council Chambers of the City Hall
Complex on Thursday, July 22, 2010 at 7:08 p.m. The following members were present
/ absent:

Allan Meagher Irving City Council Councilman Present
Minutes Acceptance: Minutes of Jul 22, 2010 7:00 PM (CONSENT AGENDA)

Rose Cannaday Irving City Council Councilwoman Present
ORGANIZATIONAL SERVICE ANNOUNCEMENTS
There were no organization service announcements made at tonight’s meeting.
INVOCATION
The invocation was delivered by Reverend Ron Floyd, St. Stephens Presbyterian Church of
Irving.
PLEDGE OF ALLEGIANCE
Councilman Patrick led those present in the pledge.
PROCLAMATIONS AND ANNOUNCEMENTS
There were no proclamations or announcements made at tonight’s meeting.

.
CITY COUNCIL AGENDA
1 Public Hearing -- Public Hearing to Gather Input on the Housing and Human
Services Department 2010 Action Plan for Submission to the United States
Department of Housing and Urban Development (HUD)
Mayor Gears opened the public hearing at approximately 7:13 p.m.
The following individuals signed up to speak:

Anna Wilkins, 106 Woodland, Irving, TX
Eileen Kensinger, 3818 Crater Lake Court, Irving, TX
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City Council Meeting

July 22, 2010
Judy Smith, 1802 Puritan Drive, Irving, TX
Mayor Gears closed the public hearing at approximately 7:25 p.m.
Ramiro Lopez, Director of Intergovernmental Services, presented the videos for

Strategic Goal 10 - Environmental Sustainability, City Operations, and the Kraft
Food Donation Initiative.

CONSENT AGENDA
Motioned by Councilwoman Cannaday, seconded by Councilman Stopfer to approve

consent agenda items 1-25 and pull items 6, 9, 22 and 25.
Motion approved 9-0.
3 Approving Minutes for Wednesday, July 07, 2010
4 Approving Minutes for Thursday, July 08, 2010
5 Resolution No. RES-2010-176 -- Authorizing and Approving the Submission

of the 2010 Action Plan to the United States Department of Housing and
Urban Development (HUD)
RESULT: ADOPTED [UNANIMOUS]

MOVER: Rose Cannaday, Councilwoman
SECONDER: Rick Stopfer, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway
6 Resolution No. RES-2010-177 -- Approving the 2010 Action Plan Allocations for
the Community Development Block Grant (CDBG), the Emergency Shelter Grant
(ESG) and the Home Investment Partnerships Grant (HOME)
The following people signed up to speak in favor of this item:

Diane Piper, The Senior Source, Irving, TX
Carole Shlipak, 1500 Colony Drive, Irving, TX
Mona Wyatt, 1101 S. Delaware, Irving, TX
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July 22, 2010
Motioned by Councilman Philipp, seconded by Councilman Stopfer to approve
the 2010 Action Plan Allocations for the Community Development Block Grant
(CDBG), the Emergency Shelter Grant (ESG) and the Home Investment
Partnerships Grant (HOME)

MOVER: Joe Philipp, Councilman

Santoscoy, Gallaway
7 Resolution No. RES-2010-178 -- Authorization to Redevelop Tudor Lane and

Submit an Amendment to the 2009 Action Plan to the U.S. Department of
Housing and Urban Development

Santoscoy, Gallaway
8 Resolution No. RES-2010-179 -- Authorizing the Mayor to Accept Grant Funds

Through the Fiscal Year 2010 Emergency Management Performance Grant
(EMPG) Offered by the Governor’s Division of Emergency Management

Santoscoy, Gallaway
9 Resolution No. RES-2010-180 -- Authorizing Assignment of Economic Incentive

Previously Granted to the Realty Associates Fund VII, L.P. to Porteous Realty
Investments
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July 22, 2010
This item was pulled from the agenda at staff’s request.
RESULT: POSTPONED NO VOTE
10 Resolution No. RES-2010-181 -- Approving the Owner/Engineer Agreement

with Baird, Hampton & Brown, Inc., to Prepare Construction Documents for the
Criminal Justice Center Emergency Generator Replacement

Santoscoy, Gallaway
11 Resolution No. RES-2010-182 -- Authorizing the Mayor to Execute an Interlocal

Cooperative Agreement Between the City of Irving and the North Central Texas
Council of Governments for the Implementation of the Regional Traffic Signal
Retiming Program

Santoscoy, Gallaway
12 Resolution No. RES-2010-183 -- Approving the Creation of the Irving

Entertainment Center Development Corporation; Approving the Articles of
Incorporation and the Bylaws Thereof; Confirming the Appointment of the Initial
Directors and Chairperson; and Containing Findings and Other Provisions
Relating to the Subject
The following individual signed up to speak in favor of this item:

Carole Shlipak, 1500 Colony Drive, Irving, TX
4
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July 22, 2010

Santoscoy, Gallaway
13 Resolution No. RES-2010-184 -- Approving a Reimbursement Resolution with

the City of Irving for Entertainment Center Expenditures in Advance of the 2010
Entertainment Center Bond Sale

Santoscoy, Gallaway
14 Resolution No. RES-2010-185 -- Approving Change Order No. 1 to Weir Bros.,

Inc., for the Texas Stadium Demolition Project

Santoscoy, Gallaway
15 Resolution No. RES-2010-186 -- Approving a Grant Application Submittal to the

North Central Texas Council of Governments for Hydraulic Launch Assist Trucks
for the Solid Waste Services Department and If Awarded Authorizing the Mayor
to Accept Funds
5
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July 22, 2010

Santoscoy, Gallaway
16 Resolution No. RES-2010-187 -- Approving an Agreement Between the City of

Irving and Saenz Public Affairs for Governmental Relations Services

Santoscoy, Gallaway
17 Resolution No. RES-2010-188 -- Renewing the Annual Contract with Redi Mix
Concrete for Concrete

Santoscoy, Gallaway
18 Resolution No. RES-2010-189 -- Approving and Accepting the Bids of Vulcan,

Inc., (D/B/A Vulcan Signs) and Nippon Carbide Industries (USA) Inc., for Annual
Contracts to Provide Reflective Sign Materials
6
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July 22, 2010

Santoscoy, Gallaway
19 Resolution No. RES-2010-190 -- Approving and Accepting Proposal of Business

Interiors for Office Furniture Utilizing the Texas Multiple Award Schedule

Santoscoy, Gallaway
20 Resolution No. RES-2010-191 -- Approving and Accepting the Bid of Oasis

Landscape Co., for an Annual Contract for the Repair and/or Installation of
Sprinkler Systems, Landscaping, and Fences

Santoscoy, Gallaway
21 Resolution No. RES-2010-192 -- Approving and Accepting the Bid of K & L

Supply, Inc., for an Annual Contract to Provide Sewer Chemicals
7
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July 22, 2010

Santoscoy, Gallaway
22 Resolution No. RES-2010-193 -- Renewing the Annual Contract with DPC

Industries, Inc., for Potable Water Disinfectant

This item was pulled from the agenda at staff’s request.
RESULT: POSTPONED NO VOTE
23 Resolution No. RES-2010-194 -- Approving and Accepting the Bid of Texas

Independent Elevator for the Elevator Modernization Project

Santoscoy, Gallaway
24 Resolution No. RES-2010-195 -- Renewing the Annual Contract with Western

Paper for Office, Copier, and Print Shop Paper

Santoscoy, Gallaway
25 Ordinance No. ORD-2010-9152 -- Final Reading - Amending Chapter 52

Entitled “Water and Sewer Rates” of The Code of Civil and Criminal Ordinances
of the City of Irving, Texas, Providing for New Monthly Water and Sewer Rates
8
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July 22, 2010
The following people signed up in opposition but did not wish to speak:
Donna TenEyck Gonzales, 1024 Pearson Street, Irving, TX
Kenneth Ewing, 2524 Crestview Circle, Irving, TX
Jason Fisco, 1807 Dory Lane, Irving, TX
Betty Ray, 1727 Waldrop Street, Irving, TX
Jean McCullough, 1105 E. Grauwyler Road Irving, TX
Linda Fisher, 1619 Dale Place, Irving, TX
Deborah Fusco, 1806 Dory Lane, Irving, TX
Cathy Reeves, 1413 McHam Street, Irving, TX
The following people signed up to speak in opposition of this item:

James Embry, 4027 N. Beltline Road, #2314, Irving, TX
Kensley Stewart, 3916 Tacoma Street, Irving, TX
The following people signed up to speak in favor of this item:

Sara Beckelman, 2705 Pennington Street, Irving, TX
Councilwoman Cannaday stated that this is a difficult issue that the city has to
face. She indicated that all costs continue to up, the city is facing the issue of
having to replace 50 to 60 year old pipes, and everyone is anxious about the
economy. However, the city needs to keep the infrastructure repaired and
updated.
Councilman Gallaway indicated that he would be voting against this item tonight,
but at some point in the 2011 fiscal year this will have to be looked at more
closely and we will have to stand up and take the increase to improve the
infrastructure in neighborhoods.
Councilman Farris indicated he feels a duty to the residents to ensure that

services continue to be provided. He feels a duty to make sure the
neighborhoods have good streets and sidewalks; therefore he would be in favor
of this item to improve the infrastructure in neighborhoods. Finally, he stated that
this increase is determined by usage and not a flat rate to all residents.
Councilman Patrick indicated they Council does not get elected to be popular,
they are elected to be responsible. In order to do this they have to take care of
the infrastructure so that water can continue be supplied to the residents of
Irving. Councilman Patrick is in favor of the water rate increase.
Councilman Santoscoy indicated this is a difficult issue. When he looks at the

need for pipe replacement in order to keep the infrastructure intact so that water
main breaks do not occur, he sees the importance of the need for the water rate
increases. Additionally, there are Irving residents with substandard water and this
must be fixed. Councilman Santoscoy is in favor of the increase and believes it is
necessary.
9
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July 22, 2010
Councilman Philipp indicated that he believes Council exists to take care of basic
services - primarily police, fire, sanitation and water. There is clearly a need to
upgrade the infrastructure needs and water systems do not get cheaper over
time. Councilman Philipp is in favor of the increase.
Motioned by Councilman Patrick, seconded by Councilman Philipp to approve

the final reading to amend Chapter 52 Entitled “Water and Sewer Rates” of The
Code of Civil and Criminal Ordinances of the City of Irving, Texas, providing for
new monthly water and sewer rates.

Councilmembers voting in opposition to this motion include: Councilman
Meagher and Councilman Gallaway.
RESULT: ADOPTED [7 TO 2]
MOVER: Lewis Patrick, Councilman
SECONDER: Joe Philipp, Councilman
AYES: Gears, Patrick, Stopfer, Farris, Philipp, Cannaday, Santoscoy
NAYS: Allan Meagher, Mike Gallaway
ZONING CASES AND COMPANION ITEMS
26 Resolution No. RES-2010-196 -- Approving Special Sign Permit S1005-0023 to

Build a Monument Sign with a Combined Message Center Including Digital
Images on the Corner of Ranch Trail and MacArthur Boulevard - Property
Located at 8830 North MacArthur Boulevard - Valley Ranch Master Association,
Applicant/Owner
Councilman Meagher exited the meeting at 8:26 p.m. to attend to prior personal
obligations.
Mayor Gears opened the public hearing at 8:27 p.m.
No one elected to speak at tonight’s public hearing.
Mayor Gears closed the public hearing at 8:27 p.m.
Motioned by Councilwoman Cannaday, seconded by Councilman Patrick to

approve a Special Sign Permit S1005-0023 to Build a Monument Sign with a
Combined Message Center Including Digital Images on the Corner of Ranch Trail
10
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July 22, 2010
and MacArthur Boulevard - Property Located at 8830 North MacArthur Boulevard
- Valley Ranch Master Association, Applicant/Owner

SECONDER: Lewis Patrick, Councilman
AYES: Gears, Patrick, Stopfer, Farris, Philipp, Cannaday, Santoscoy,

Gallaway
ABSENT: Allan Meagher
27 Ordinance No. ORD-2010-9200 -- Zoning Case #ZC10-0022 - Granting S-P-2

(Generalized Site Plan) for R-MF-2 (Multi-Family) Uses - Approximately 9.54
Acres Located at 1954 Shoaf Drive - Britain Way Apartments, Applicant -
1954 LTD, Owner
The following individual spoke on this item:
Sharon Barbosa Crain, 2608 Alan -a-Dale, Irving, TX - Ms. Crain represents the
applicant and indicated the zoning case is for multifamily and while they are
rezoning to multifamily again it is because the property plans to do several
renovations to the existing structure.
Motioned by Councilwoman Cannaday, seconded by Councilman Santoscoy

to approve Zoning Case #ZC10-0022 - Granting S-P-2 (Generalized Site Plan)
for R-MF-2 (Multi-Family) Uses - Approximately 9.54 Acres Located at 1954
Shoaf Drive - Britain Way Apartments, Applicant - 1954 LTD, Owner.
Motion approved 8-0
11
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July 22, 2010

SECONDER: Roy Santoscoy, Councilman
Gallaway

28 Ordinance No. ORD-2010-9201 -- Zoning Case #ZC10-0026 - Granting S-P-2
(Generalized Site Plan) for R-6 (Single Family) and R-TH (Townhouse) Uses
- Approximately 3 Acres Located at 2807-3029 Tudor Lane - City of Irving,
Applicant/Owner
No one elected to speak at tonight’s public hearing.
Motioned by Councilman Cannaday, seconded by Councilman Stopfer to

approve Zoning Case #ZC10-0026 - Granting S-P-2 (Generalized Site Plan) for
R-6 (Single Family) and R-TH (Townhouse) Uses - Approximately 3 Acres
Located at 2807-3029 Tudor Lane - City of Irving, Applicant/Owner.

Gallaway
APPOINTMENTS AND REPORTS
29 Resolution No. RES-2010-197 -- Appointment to a Board, Commission, or

Committee, to Fill an Unexpired Term for the Zoning Board of Adjustments
and Appeals
12
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July 22, 2010
Motioned by Councilwoman Cannaday, seconded by Councilman Santoscoy to
appoint Sean Liu to the alternate position on the Zoning Board of Adjustments
and Appeals to an unexpired term ending November 2011.

SECONDER: Roy Santoscoy, Councilman

Gallaway
30 Mayor’s Report
There was no report given at tonight’s meeting.
31 Adjournment
Mayor Gears adjourned the meeting at approximately 8:44 p.m.
Citizens’ Forum
Lucia Rottenberg, 2220 Indian Creek, Irving, TX - Ms. Rotenberg spoke on the
environment and the water. She would like a computer program to automatically charge
her water bill and has wanted this for years.
ATTEST:

13
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AGENDA ITEM SUMMARY
Meeting: 8/5/2010 DOC ID: 3450

Recommending Department: Police LSR No: 11191
Resolution -- Approving an Interlocal Agreement for Security and Peace

Officer Services Between the City of Irving and the Irving Independent
School District (IISD) to Maintain the School Resource Officer Program at
IISD Campuses
IISD property and the safety and welfare of IISD students and personnel.
1, 2011.
4. The Irving Independent School District shall pay the City 50% of the costs for the
School Resource Officers’ salaries, retirement, health insurance, workers
compensation insurance, and unemployment insurance estimated at $749,360.00.
5. Payments will be in three equal payments as compensation due on December 1,
April 1, and August 1 in each year which this agreement is effective.
Recommendation
ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Jennifer Richie
Previous Action: N/A Council Action: N/A
ATTACHMENTS:
RES 2010 IISD agmt (PDF)
CURRENT YEAR FINANCIAL IMPACT:

None
REVISION INFORMATION:
Prepared: 6/30/2010 02:40 PM by Darlene Jenkins
Last Updated: 7/7/2010 04:30 PM by Darlene Jenkins
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CITY OF IRVING
COUNCIL RESOLUTION NO. (ID # 3450)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached Interlocal Agreement between
the City of Irving and the Irving Independent School District (IISD) whereby IISD
will pay to the City $749,360.00 to provide security and peace officer services to
protect IISD property and the safety and welfare of IISD students and personnel, and
the Mayor is authorized to execute said agreement.
SECTION II. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
APPROVED AS TO FORM:
_______________________________
Charles R. Anderson
City Attorney
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Attachment: RES 2010 IISD agmt (3450 : 04 IISD Agmt)
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5.a
June 30, 2010
Irving Independent School District

Attn: Dr. Dana I. Bedden, Superintendent
2621 West Airport Freeway
Irving, Texas 75062
RE: Proposed Interlocal Agreement for Security and Peace Officer Services
Dear Dr. Bedden,
The attached document is the proposed Interlocal Agreement for the 20 10-1 1 school year.
This document reflects the following changes from our present agreement:
6.02 the estimated cost for the district for 50% of the S.R.O.s salary (CP-01
—
for officer/Step 6 and CP-05 for sergeant/Step 8), retirement, health insurance,
workers compensation insurance, and unemployment insurance is
$749,360.00, an increase of $20,114.00 over last year’s agreement. The
reason for the increase is an increase in insurance for the officers and sergeant.
i The dates of the agreement were changed in sections 2.01, 7.01, and 7.02.
u The names of School Board Members were updated.
These were the only changes made. I have also attached the worksheet that outlines how
this figure was computed. Please look at this agreement, and feel free to contact me at
(972) 721-2669.
Sincerely,
LARRY BOYD
CHIEF OF POLICE
John Rodriguez
Captain,
Community Services I)ivision
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STATE OF TEXAS §
COUNTY OF DALLAS §
INTERLOCAL AGREEMENT FOR

SECURITY AND PEACE OFFICER SERVICES
Pursuant to V.T.C.A., Government Code §791.OOl et seq. (the “Act”) the City of Irving,
Texas, (“CITY”), and the Irving Independent School District (“IISD”), each being a unit of
“Local Government” as defined by the Act, make and enter into this Agreement for the purposes
and consideration as set out below.
WITNESSETH:
WHEREAS, IISD and the Police Department of CITY previously instituted a

cooperative School Resource Officer Program at various secondary schools of IISD to combat
juvenile delinquency, to personally assist students with various problems involving potential
involvement with law enforcement, to develop and maintain positive relations between students
and CITY police officers and to assist IISD in maintaining a safe, orderly, and secure
environment conducive to learning; and
WHEREAS, IISD and CITY desire to continue and to expand the School
Resource Officer Program at IISD campuses; and
WHEREAS, V.T.C.A., Educ. Code, Ch. 37, Subch. C., authorizes the Board of
Trustees to employ security personnel. to commission peace officers, and to determine their
jurisdiction; and
WHEREAS, the Board of Trustees desire to engage commissioned peace officers

to carry out the provision of Subchapter C, Chapter 37, V.T.C.A., Educ. Code §37.081(e) and
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WHEREAS, CITY has full-time commissioned peace officers in its employ

capable of providing IISD security and police protection services; and
WHEREAS, the Act authorizes CITY and IISD to contract with one another for
police protection, related administrative functions, and other governmental functions in which
they are mutually interested; and
WHEREAS, the IISD Board of Trustees has found, and hereby declares, it is in
need of security personnel and law enforcement services to (1) protect the safety and welfare of
its students, employees, and other persons authorized to be on IISD property or at IISD sponsored
events or activities; and (2) protect the real and personal property of IISD; and
WHEREAS. the IISD Board of Trustees desires to utilize the security and law
enforcement services and personnel of CITY for those functions and purposes; and
WHEREAS. the CITY desires to provide IISD the required security and law
enforcement functions and services;
NOW, THEREFORE, in consideration of the premises and of the terms,

provisions, and mutual provisions herein contained, CITY and IISD hereby agree as
follows:
INTERLOCAL AGREEMENT FOR SECURITY AND PEACE PAGE 2

OFFICER SERVICES
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I.
Purpose
1.01 The primary purpose of this Agreement is for IISD to secure the services of
security and commissioned peace officers to protect its property and the safety and welfare of
IISD students and personnel. It is also the purpose of this Agreement to provide for the
maintenance and expansion of the School Resource Officer Program by assigning School
Resource Officers (“S.R.O.s”) to IISD’s schools.
II.
Services and Obligations of City
The CITY, through the S.R.O.s, shall provide IISD the following services and
related activities:
Law Enforcement Services
2.01 Beginning August 1, 2010, one (1) elementary school safety education officer will
be assigned to share duties among the elementary schools. One (1) S.R.O. will be assigned to
each of the following IISD schools: Austin Middle School, Bowie Middle School, Crockett
Middle School, Dc Zavala Middle School, Houston Middle School, Lamar Middle School,
Travis Middle School, and the High School Academy. One (1) S.R.O. will be assigned to share
duties between the Secondary Re-Assignment Center and the Union Bower Center for Learning.
Two (2) S.R.O.s will be assigned to each of the following IISD schools: Irving High School,
MacArthur High School, and Nimitz 1-ligh School. One (1) sergeant will be assigned to share the
supervisory responsibilities of the S.R.O. program. Such Officers shall be assigned during the
following designated times to perform the following services.
2.02 The S.R.O.s will work an eight (8) hour duty on instructional days during the
regular school term with specific reporting/exit times to be determined by mutual consent of IISI)
and the Irving Police Department. Exceptions to such duty may arise when an assigned S.R.O. is
in required training or is otherwise temporarily required elsewhere as determined by CITY. Two

OFFICER SERVICES
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(2) officers will be assigned to the locations designated by IISD where summer school classes are
conducted by IISD.
2.03 The S.R.O.s shall monitor access to the school grounds and assist in limiting
access to authorized persons.
2.04 The S.R.O.s shall assist IISD personnel in protecting the property of IISD and the
security and safety of its students and personnel in accordance with the duties of a commissioned
peace officer of CITY.
2.05 The S.R.O.s shall investigate and/or deter the commission of criminal acts that
may occur on school property and within their hereinafter-described jurisdiction.
2.06 The S.R.O.s shall coordinate the Crime Stoppers Program.
2.07 The S.R.O.s shall serve as liaison between IISD schools and CITY’s Police
Department, juvenile officials, probation officials, courts. and other agencies of the juvenile
justice system.
2.08 The S.R.O.s shall provide a high visibility, crime deterrent on school properties,
in buildings, or parking lots, and on athletic fields.
2.09 The S.R.O.s shall attempt to detect and identify the early signs of deviant behavior
associations.
2.10 The S.R.O.s shall be present, upon request, when a school official is conducting a
search of a student and the school official has reasonable grounds to believe that the search will
discover evidence that the student has violated or is violating the law or the rules of the school.

OFFICER SERVICES
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Education Services
2.11 The S.R.O.s shall participate as resource person in the classroom, at assemblies,
with parent groups. teach a class, lead a discussion. or offer information on law enforcement
topics, campus security, or other Police Department programs.
Public Relations
2.12 The S.R.O.s shall provide assistance to neighborhood merchants and residents
regarding school related problems.
2.13 The S.R.O.s shall, upon request, and approval by the Irving Police Department,
provide presentations to civic groups on topics ranging from S.R.O. programs to information
about gang activities and gang intervention strategies.
2.14 The S.R.O.s shall provide interpretation of the function and purpose of the S.R.O.
Program for the community.
Guidance Services
2.15 The S.R.O.s shall assist in providing guidance and direction to students, parents,
and school staff in law enforcement matters.
2.16 The S.R.O.s shall discuss student-police problems with the student council (s)
and/or other Principal approved student groups.
2.17 The S.R.O.s shall meet at the school with parents of school students with potential
law enforcement problems.
2.18 The S.R.O.s shall make pertinent literature available to students.

OFFICER SERVICES
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III.
Jurisdiction
3.01 When acting as a commissioned peace officer for IISD, the officers jurisdiction
shall include, in addition to his jurisdiction as an Irving Police Officer, all territory within the
boundaries of the IISD that is within the city limits of Irving and all property, real and personal,
outside the boundaries of IISD that is within Irving city limits and owned, leased, or rented by or
otherwise under the control of IISD and its Board of Trustees.
3.02 Infractions of school rules should be reported by the S.R.O.s to the appropriate
school officials.
Iv.
Qualifications
The S.R.O. assigned by CITY Police Department shall have the following qualifications:
4.01 Must continuously satisfy all minimum standards for peace officers established
from time to time by the Texas Commission on Law Enforcement Officer Standards and
Education and additional standards, if any, of CITYs Police Department.
4.02 Satisfactory knowledge ofjuvenile laws and procedures.
4.03 Demonstrated ability to communicate effectively.
4.04 Demonstrated ability to develop sincere relationships with young people.
4.05 Initial selection and assignment of the S.R.O.s will be by CITY’s Police
Department. Continued assignment at the specific school will be subject to maintaining a
satisfactory working relationship with the school principal.

OFFICER SERVICES
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V.
Employees of the City
5.01 All S.R.O.s furnished by CITY will be employees of CITY and will at all times be
subject to the supervision and control of the CITY’s Chief of Police and shall be responsible to
the Chief of Police.
5.02 All S.R.O.s furnished by CITY have the protection of CITY as the primary
responsibility. Therefore, at any time when manpower requirements demand more personnel for
protection of CITY, all or a portion of the S.R.O.’s may be removed from schools for a
temporary period until those officers are no longer required for the reasonable protection of
CITY.
5.03 The supervisory personnel of the S.R.O.s who are responsible for their direct
supervision shall be available at all reasonable times to report to and confer with designated
officials of IISD.
5.04 The supervisory personnel of the S.R.O.s will periodically confer with campus
administrators to discuss the performance of the S.R.O. assigned to their respective school.
VI.
Services and Obligations of IISD
IISD shall fulfill the following obligations in return for the CITY’s performance of the
foregoing services:
6.01 Provide an office, desk, and telephone for the S.R.O.s at each designated school,
together with the support of the professional staff as reasonably necessary to efficiently aid the
Officers in the performance of their duties described in this Agreement.
6.02 The CITY shall invoice IISD and IISD shall pay the City 50% of the costs for the
S.R.O.s salary (CP-0l for officer/Step 6 and CP-05 for sergeant/Step 8), retirement, health
insurance, workers compensation insurance, and unemployment insurance estimated at

OFFICER SERVICES
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$749,360.00. Payment shall be in three equal payments as compensation made on December 01,
April 01, and August 01 in each year in which this agreement is effective •for the contracted
services of sixteen (16) police officers and one (1) police sergeant. Payments shall be delivered
to:
City Treasurer
Civic Center Complex
825 West Irving Boulevard
Irving, Texas 75060
6.03 Payments for the above described governmental services must be made from
current revenues available to the school district.
6.04 When Irving police officers are requested by IISD administrators to provide
security and law enforcement services for IISD athletic, extra-curricular or special events,
compensation will be at the CITY overtime rate of the individual officer(s) assigned to the event.
The CITY will make payment to the officer(s) at the overtime rate and will invoice the IISD on a
quarterly basis for reimbursement. The CITY will provide the IISD with the name, Social
Security Number, hourly rate of pay, and total amount of time worked at an IISD event as well as
a copy of each overtime slip for each officer.
6.05 In the event that one or more S.R.O.s are removed from service at an IISD
location or function due to the provision set forth in section 5.02, the IISD will not be required to
compensate the CITY for the affected S.R.O.s.
VII.
Term
7.01 The term of this Agreement shall commence on August 1, 2010, and shall
continue for additional one year terms until terminated by either party by giving notice as
provided below but not before August 1, 2011.

OFFICER SERVICES
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7.02 After August 1, 2011, either party may terminate the Agreement by giving notice
before July 1 and the Agreement shall terminate on the date set out in the notice, but no sooner
than the August 1 following the notice. Termination of this Agreement shall not excuse any of
the payments due for services provided during the term in which the notice of termination was
given. For example, if the Agreement terminates on August 1, the payment due August 1 still
must be paid.
VIII.
Notices and Administration
8.01 All notices, communications and reports required or permitted under this
Agreement shall be personally delivered to the respective parties, by depositing same in the
United States mail, postage prepaid, at the addresses shown below, unless and until either party is
subsequently notified otherwise in writing:
If intended for CITY, to:
CHIEF OF POLICE
City of Irving
305 North O’Connor Road
Irving, Texas 75060
If intended for IISD, to:
SUPERINTENDENT OF SCHOOLS
Irving Independent School District
2621 W. Airport Freeway
Irving, Texas 75062-6020

OFFICER SERVICES
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Ix.
Miscellaneous Provisions
9.01 VENUE: The obligations of the parties are performable in Irving, Texas, and if
legal action is necessary to enforce same, exclusive venue shall be in Dallas County, Texas.
9.02 APPLICABLE LAW: This Agreement is made subject to the provisions of the
Charter and Ordinances of CITY, as amended, enacted written Policies of IISD’s Board of
Trustees, as amended, and all applicable State and Federal laws.
9.03 GOVERNING LAW: This Agreement shall be governed by and construed in

accordance with the laws and court decisions of the State of Texas.
9.04 LEGAL CONSTRUCTION: In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision of it
and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had
never been contained in this Agreement.
9.05 CAPTIONS: The captions to the various clauses of this Agreement are for
informational purposes only and shall not alter the substance of the terms and conditions of this
Agreement.
9.06 COUNTERPARTS: This Agreement may be executed in any number of

counterparts, each of which shall be deemed an original and constitute one and the same
instrument.
9.07 ENTIRE AGREEMENT: This Agreement embodies the complete agreement of

the parties hereto, superseding all oral or written previous and contemporary agreements between

OFFICER SERVICES
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the parties and relating to matters in this Agreement, and, except as otherwise provided herein,
cannot be modified without written agreement of the parties to be attached to and made a part of
this Agreement.
EXECUTED as of the day of , 2010
CITY OF IRVING, TEXAS IRVING INDEPENDENT

SCHOOL DISTRICT
By:___________________ By:_____________________
Herbert A. Gears, Mayor Valerie Jones, President
Board of Trustees
ATTEST: ATTEST:
Shanae Jennings Heather Ashley, Secretary

Acting City Secretary Board of Trustees
APPROVED AS TO FORM: APPROVED AS TO FORM:
Charles Anderson James W. Deatherage

City Attorney Attorney for Board of Trustees
INTERLOCAL AGREEMENT FOR SECURITY AND PEACE PAGE II

OFFICER SERVICES
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MAYOR’ S ACKNOWLEDGMENT
THE STATE OF TEXAS §

COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, a Notary Public in and for said County
and State, on this day personally appeared herbert A. Gears, Mayor of the City of Irving, Texas,
a municipal corporation, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of the said City of
Irving. Texas, a municipal corporation, that he was duly authorized to perform the same by
appropriate resolution of the City Council of the City of Irving and that he executed the same as
the act of the said City for purpose and consideration therein expressed, and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of

2010
Notary Public in and for the State of Texas

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TRUSTEE’S ACKNOWLEDGMENT

COUNTY OF DALLAS §
and State. on this day personally appeared Valerie Jones, President, Board of Trustees of the
Irving Independent School District, Irving, Texas, a political subdivision of the State of Texas,
known to me to be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of the said Irving Independent School District,
that he was duly authorized to perform the same by appropriate resolution of the Board of
Trustees of the Irving Independent School District and that he executed the same as the act of the
said School District for purpose and consideration therein expressed, and in the capacity therein
stated

,2010.

OFFICER SERVICES
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Police Officer Sergeant

Category CP-01, Step 6 CP-05, Step 8
Salary $ 61,860.00 $ 81,636.00
Unemployment $ 270.00 $ 270.00
Medicare $ 900.00 S 1,188.00
Life Insurance $ 108.00 $ 144.00
Health Insurance S 12,504.00 $ 12,504.00
Ins Inc $ 1,250.00 $ 1,250.00
T.M.R.S. S 9,900.00 $ 13,056.00
Total S 86,792.00 S 110,048.00
Total Cost for 16 Police Officers: $ 1,388,672.00

Total Cost for 1 Sergeant: $ 110,048.00
Total SRO’s + Sergeant: S 1,498,720.00
I IISD’s Cost (1/2 of Total SRO + Sergeant): $ 749,360.00
Estimated Cost 2009-’lO School Year: S729,246.00
I Estimated Increase for 2010-11 School Year: $20,1 14.001

6
AGENDA ITEM SUMMARY

Recommending Department: Police LSR No: 11190
Resolution -- Approving an Interlocal Agreement for Security and Peace

Officer Services Between the City of Irving and the Carrollton-Farmers
Branch Independent School District (C-FBISD) to Maintain the School
Resource Officer Program at C-FBISD Campuses Located in the City of
Irving
C-FBISD property and the safety and welfare of C-FBISD students and personnel.
1, 2011.
4. One (1) School Resource Officer (SRO) will be assigned to Barbara Bush Middle
School, and one (1) SRO will be assigned to Ranchview High School.
5. C-FBISD shall be responsible for 50% of the costs for the SRO’s salary, retirement,
health insurance, life insurance, Medicare, workers compensation insurance, and
unemployment insurance estimated at $86,792.00.
6. Payment shall be made in full before November 15, 2010.
Recommendation
ATTACHMENTS:
RES 2010 CFBISD Agmt (PDF)

None
Prepared: 6/30/2010 02:50 PM by Darlene Jenkins
Last Updated: 7/28/2010 10:12 AM by Belinda Rowlett
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the attached Interlocal Agreement between
the City of Irving and the Carrollton-Farmers Branch Independent School District
(C-FBISD) whereby C-FBISD will pay to the City $86,792.00 to provide security and
peace officer services to protect C-FBISD property and the safety and welfare of
C-FBISD students and personnel, and the Mayor is authorized to execute said
agreement.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: RES 2010 CFBISD Agmt (3451 : 04 C-FBISD Agmt)
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June 30, 2010
CarrolltonlFarrners Branch Independent School District

Atm: Mr. Wade Lillie
Director of Plant Operations and Security
2427 Carrick
Farmers Branch, Texas 75234
RE: Proposed Interlocal Agreement for Security and Peace Officer Services
Dear Mr. Lillie,
The attached document is the proposed Interlocal Agreement for the 2010-’ll school
year. This document reflects the following changes from our present agreement:
i 6.02 the estimated cost for the district for 50% of the S.R.O.s salary (CP-0l
—
for officer/Step 6 for two SRO’s), retirement, health insurance, workers

compensation insurance, and unemployment insurance is $86,792, an increase
of $2,336.00 over last year’s agreement. The reason for the increase is an
increase in insurance for the officers.
The dates of the agreement were changed in sections 2.01, 7.01, and 7.02.
i The names of School Board Members were updated.
These were the only changes made, I have also attached the worksheet that outlines how
this figure was computed. Please look at this agreement, and feel free to contact me at
(972) 721-2669.
Sincerely,
LARRY BOYD
CHIEF OF POLICE
John Rodriguez
Captain
Community Services Division
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STATE OF TEXAS §
COUNTY OF DALLAS §
INTERLOCAL AGREEMENT FOR

SECURITY AND PEACE OFFICER SERVICES
Pursuant to V.T.C.A., Government Code §79I.OOI et seq., the Interlocal

Cooperation Act (the “Act”), the City of Irving, Texas, (“CITY”), and the Carroilton
Farmers Branch Independent School District (“C-FBISD”), each being a unit of “Local
Government” as defined by the Act, make and enter into this Agreement for the purposes
and consideration as set out below.
WITNESSETH:
WHEREAS, C-FBISD and the Police Department of CITY previously institute a
cooperative School Resource Officer Program at Barbara Bush Middle School and
Ranchview High School to combat juvenile delinquency, to personally assist students
with various problems involving potential involvement with law enforcement, to develop
and maintain positive relations between students and CITY police officers and to assist
C-FBISD in maintaining a safe, orderly, and secure environment to learning; and
WHEREAS, C-FBISD and CITY desire to continue the School Resource Officer
program at C-FBISD campuses located in the City of Irving; and
WHEREAS, the Carroilton-Farmers Branch Independent School I)istrict desires

to engage commissioned peace officers to carry out the provision of Subchapter C,
Chapter 37, V.T.C.A., Educ. Code and
WHEREAS, CITY has full-time commissioned peace officers in its employ

capable of providing C-FBISD security and police protection services; and
INTERLOCAL AGREEMENT FOR SECURITY

AND PEACE OFFICER SERVICES PAGE I
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WHEREAS, the Act authorizes CITY and C-FBISD to contract with one another
for police protection, related administrative functions, and other governmental functions
in which they are mutually interested; and
WHEREAS, the C-FBISD has found, and hereby declares, it is in need of

security personnel and law enforcement services to (1) protect the safety and welfare of
its students, employees, and other persons authorized to be on C-FBISD property or at C
FBISD sponsored events or activities; and (2) protect the real and personal property of C
FBISD; and
WHEREAS, the C-FBISD desires to utilize the security and law enforcement
services and personnel of CITY for those functions and purposes; and
WHEREAS, the CITY desires to provide C-FBISD the required security and law
enforcement functions and services;
NOW, THEREFORE, in consideration of the premises and of the terms,

provisions, and mutual provisions herein contained, CITY and C-FBISI) hereby agree as
follows:
I.
Purpose
1.01 The primary purpose of this Agreement is for C-FBISD to secure the
services of security and commissioned peace officers to protect its property and the safety
and welfare of C-FBISD students and personnel. It is also the purpose of this Agreement
to provide for the maintenance of the School Resource Officer Program by assigning
School Resource Officers (S.R.O.s”) to C-FB1SD’s schools.

AND PEACE OFFICER SERVICES PAGE 2
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II.
Services and Obligations of CITY
The CITY, through the S.R.O.s, shall provide C—FBISD the following services
and related activities:
Law Enforcement Services

2.01 Beginning August 1, 2010, one (1) officer will be assigned to Ranchview
High School and one (1) officer will be assigned to Barbara Bush Middle School but will
serve all schools within the City of Irving as requested by C-FBISD.
2.02 The S.R.O.s will work an eight (8) hour duty on instructional days during
the regular school term with specific reporting/exit times to be determined by mutual
consent of C-FBISD and the Irving Police Department. Exceptions to such duty may
arise when an assigned S.R.O. is in required training or is otherwise temporarily required
elsewhere as determined by CITY. CITY shall provide C-FBISD notice by notifying the
Assistant Superintendent of Support Services of C-FBISD, in accordance with Paragraph
8.01 of this Agreement, and by notifying the building principal of when such exceptions
are required for training or other required assignments ten (10) days prior to such
exception days or, when ten (10) days prior notice is not possible, as soon as CITY
becomes aware of such exceptions.
2.03 The S.R.O.s shall monitor access to the school grounds and assist in
limiting access to authorized persons.
2.04 The S.R.O.s shall assist C-FBISD personnel in protecting the property of
C-FBISD and the security and safety of its students, personnel, and any persons in the
jurisdiction of the S.R.O.s, as outlined in the Agreement, in accordance with the duties of
a commissioned peace officer of CITY.
2.05 The S.R.O.s shall investigate and/or deter the commission of criminal acts
which may occur on school property and within their hereinafter-described jurisdiction.

AND PI:ACE OFFICER SERVICES PAGE 3
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2.06 The S.R.O.s shall coordinate the Crime Stoppers Program.
2.07 The S.R.O.s shall serve as liaison between C-FBISD school and CITY’s
Police Department, juvenile oflicials, probation officials, courts, and other agencies of
the juvenile justice system.
2.08 The S.R.O.s shall provide a high visibility, crime deterrent on school
properties, in buildings, or parking lots, and on athletic fields.
2.09 The S.R.O.s shall attempt to detect and identify the early signs of deviant
behavior associations.
2.10 The S.R.O.s shall be present, upon request, when a school official is
conducting a search of a student and the school official has reasonable grounds to believe
that the search will discover evidence that the student has violated or is violating the law
or the rules of the school.
Education Services
2.11 The S.R.O.s shall participate as resource person in the classroom, at
assemblies, with parent groups, teach a class, lead a discussion, or offer information on
law enforcement topics, campus security, or other Police Department programs, as
requested by C-FBISD.
Public Relations
2.12 The S.R.O.s shall provide assistance to neighborhood merchants and

residents regarding school related problems.

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2.13 The S.R.O.s shall, upon request and approval by the Irving Police
Department. provide presentations to civic groups on topics ranging from S.R.O.
programs to information about gang activities and gang intervention strategies.
2.14 The S.R.O.s shall provide interpretation of the function and purpose of the
S.R.O. Program for the community.
Guidance Services
2.15 The S.R.O.s shall assist in providing guidance and direction to students,
parents, and school staff in law enforcement matters.
2.16 The S.R.O.s shall discuss student-police problems with the student
council(s) and/or other Principal-approved student groups.
2.17 The S.R.O.s shall meet at the school with parents of school students with
potential law enforcement problems.
2.18 The S.R.O.s shall make pertinent literature, with the prior written approval
of the building principal, available to students.
III.
Jurisdiction
3.01 When acting as a commissioned peace officer on C-FBISD property, the
officer’s jurisdiction shall include, in addition to his jurisdiction as an Irving Police
Officer, all territory within the boundaries of the C-FBISD that is within the city limits of
Irving and all property, real and personal, outside the boundaries of C-FBISD that is
within Irving city limits and owned, leased, or rented by or otherwise under the control of
C-FBISD and its Board of Trustees.

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3.02 Infractions of school rules shall be reported by the S.R.O.s to the

appropriate school officials.
Iv.
Qualifications
The S.R.O assigned by CITY Police Department shall have the following
qualifications:
4.01 Must continuously satisfy all minimum standards for peace officers
established from time to time by the Texas Commission on Law Enforcement Officer
Standards and Education and additional standards, if any, of CITY’s Police Department,
and, when required by Texas Education Code §37.081(f), must be licensed by the
Commission on Law Enforcement Officer Standards and Education.
4.02 Satisfactory knowledge ofjuvenile laws and procedures.

4.03 Demonstrated ability to communicate effectively.
4.04 Demonstrated ability to develop sincere relationships with young people.
4.05 Initial selection and assignment of the S.R.O. will be by CITY’s Police
Department. Continued assignment at a specific school will be subject to maintaining a
satisfactory working relationship with the school principal.
V.
Employees of the CITY
5.01 The S.R.O. furnished by CITY will be an employee of the CITY and will
at all times be subject to the supervision and control of and shall be responsible to the
CITY’s Chief of Police.
5.02 The supervisory personnel of the S.R.O.s who are responsible for their
direct supervision shall be available at all reasonable times to report to and confer with
designated officials of C-FBI SD.

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vi.
Services and Obligations of C-FBISD
C-FBISD shall fulfill the following obligations in return for the CITY’s
performance of the foregoing services:
6.01 Provide an office, desk, and telephone for the S.R.O. at the designated
school, together with the support of the professional staff as reasonably necessary to
efficiently aid the Officer in the performance of his duties described in this Agreement.
6.02 The CITY shall invoice C-FBISD and C-FBISD shall pay the CITY 50%
of the costs for the SRO’s salary (CP-01 for officer/Step 6), retirement, health insurance,
life insurance, Medicare, workers compensation insurance, and unemployment insurance
estimated at $86,792.00. Payment shall be made in full as compensation for the
contracted services of two (2) officers made between October 1 and November 15 in each
year in which this agreement is effective. Payments shall be delivered to:
City Treasurer
Civic Center Complex
Irving, l’exas 75060
6.03 Payments for the above described governmental services must be made
from current revenues available to school district.
VII.
Term
7.01 The term of this Agreement shall be for one year, and shall commence on
August 1, 2010, and end on July 31, 2011. This Agreement shall continue for one (1)
year terms unless terminated by either party by giving notice as provided below but not
before August 1, 2011.

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7.02 After August 1, 2011, either party may terminate the Agreement, with or
without cause, by giving a thirty (30) day written notice to the other, and the Agreement
shall terminate on the date set out in the notice. Termination of this Agreement shall not
excuse any of the payments due for services provided to the end of the notice period.
VIII.
Notices and Administration
8.01 All notices, communications and reports required or permitted under this
Agreement shall be personally delivered to the respective parties, by depositing same in
the United States mail, postage prepaid, at the addresses shown below, unless and until
either party is subsequently notified otherwise in writing.

CHIEF OF POLICE
City of Irving
305 North O’Connor Road
Irving, Texas 75061
If intended for C-FBISD, to:

ASSISTANT SUPERINTENDENT OF SUPPORT SERVICES
Carrollton-Farmers Branch Independent School District
P.O. Box 115186
Carroilton, Texas 75011-5186
Ix.
Miscellaneous Provision
9.01 VENUE: The obligations of the parties are performable in Irving, Texas,
and if legal action is necessary to enforce same, exclusive venue shall be in I)allas
County, Texas.

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9.02 APPLiCABLE LAW: This Agreement is made subject to the provisions

of the Charter and Ordinances of CITY, as amended, enacted written Policies of C
FBISD’s Board of Trustees, as amended, and all applicable State and Federal laws.
9.03 GOVERNING LAW: This Agreement shall be governed by and

construed in accordance with the laws and court decisions of the State of Texas.
9.04 LEGAL CONSTRUCTION: In case any one or more of the provisions

contained in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect. such invalidity, illegality, or unenforceability shall not
affect any other provision of it and this Agreement shall be considered as if such invalid,
illegal, or unenforceable provision had never been contained in this Agreement.
9.05 CAPTIONS: The captions to the various clauses of this Agreement are for
informational purposes only and shall not alter the substance of the items and conditions
of this Agreement.
9.06 COUNTERPARTS: This Agreement may be executed in any number of

counterparts, each of which shall be deemed an original and constitute one and the same
instrument.
9.07 ENTIRE AGREEMENT: This Agreement embodies the complete

agreement of the parties hereto, superseding all oral or written previous and
contemporary agreements between the parties and relating to matters in this Agreement,
and except as otherwise provided herein, cannot be modified without written agreement
of the parties to be attached to and made a part of this Agreement.

AND PEACE OFFICER SERVICE5 PAGE 9
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EXECUTED as of the day of , 2010.
CITY OF IRVING, TEXAS CARROLLTON-FARMERS BRANCH

INDEPENDENT SCHOOL DISTRICT
By: By:
Herbert A. Gears, Mayor Lynn Chaffin, President
Board of Trustees
ATTEST: ATTEST:
Shanae Jennings, Frank Shor, Secretary

Acting City Secretary Board of Trustees
APPROVED AS TO FORM: APPROVED AS TO FORM:
Charles Anderson Robert E. Luna

City Attorney Attorney for Board of Trustees

AND PEACE OFFICER SERVICES--PAGE 10
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MAYOR’S ACKNOWLEDGEMENT

COUNTY OF DALLAS §
and State, on this day personally appeared 1-lerbert A. Gears, Mayor of the City of Irving,
Texas, a municipal corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was the act
of the said City of Irving, Texas, a municipal corporation, that he was duly authorized to
perform the same by appropriate resolution of the City Council of the City of Irving and
that he executed the same as the act of the said City for purpose and consideration therein
expressed, and in the capacity therein stated.

A.D. 2010.
TRUSTEE’S ACKNOWLEDGEMENT

COUNTY OF DALLAS §
and State, on this day personally appeared Lynn Chaffin, President, Board of Trustees of
the Carroliton-Farmers Branch Independent School District, Carrollton, Texas, a political
subdivision of the State of Texas, known to me to be the person and officer whose name
is subscribed to the foregoing instrument and acknowledged to me that the same was the
act of the said Carroilton-Farmers Branch Independent School District, that he was duly
authorized to perform the same by appropriate resolution of the Board of Trustees of the
Carrollton-Farmers Branch Independent School District and that he executed the same as
the act of the said City for purpose and consideration therein expressed, and in the
capacity therein stated.

A.D. 2010.

AND PEACE OFFICER SERVICES PAGE II
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Police Officer
Category CSP-01, Step 6
Salary $ 61,860.00
Unemployment $ 270.00
Medicare $ 900.00
Life Insurance $ 108.00
Health Insurance $ 12,504.00
Ins Inc S 1,250.00
T.M.R.S. $ 9,900.00
Total S 86,792.00
Total Cost for Two SRO’s $ 173,584.00
C/FBISD’s Cost (1/2 of Total) $ 86,792.00
Minus Estimated Cost 2009-10 School Year: $ (84,456.00)
Total Estimated increase for 2010-11: S 2,336.00

7
AGENDA ITEM SUMMARY

Recommending Department: Benefits & Risk Management LSR No: 11157
Resolution -- Authorizing the Mayor to Execute an Amendment to the

Interlocal Participation Agreement between the City of Irving and Public
Employee Benefits Alliance to Participate in Retiree Medical Insurance,
Approved by Irving City Council Resolution No. 1-5-07-033.
2. Impact: This amendment establishes that the agreement shall be automatically
renewed annually for additional one-year terms without the necessity of any action
by the parties other than the payment of the appropriate dues and fees.
3. Funding is not to exceed $1,500 for the period of October 1 through September 30
each renewal year and is available in the General Fund.
Recommendation
Contract Required: Yes Review Completed By: Kuruvilla Oommen
Previous Action: Yes Council Action: Approve
.
ATTACHMENTS:
Amendment #1 PEBA Interlocal Participation Agreement (PDF)

None
Prepared: 7/21/2010 12:55 PM by Priscilla Gonzalez
Last Updated: 7/30/2010 12:06 PM by Belinda Rowlett
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves Amendment No. 1 to the Interlocal
Participation Agreement between the City of Irving and the Public Employee Benefits
Alliance to participate in retiree medical insurance and other related supplemental
benefits services in the net amount not to exceed $1,500.00 for the period of
October 1 through September 30 of each renewal year, subject to funds being
appropriated in each fiscal year, and the Mayor is authorized to execute the attached
amendment.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Amendment No.1 to
Public Employee Benefits Alliance Interlocal Participation Agreement
Attachment: Amendment #1 PEBA Interlocal Participation Agreement (3499 : 8 Authorization Retiree Medical Insurance)
This is an Amendment to the Inter/ocal Participation Agreement between the City of Irving and
the Public Employee Benefits Alliance to participate in retiree medical insurance, approved by
Irving City Council Resolution No. 1-5-07-033 on January 25, 2007. In accordance with
Section 4.1 of the Agreement, the parties hereto agree to amend the Agreement as follows:
1. Section 3.1 shall be amended to read as follows:
Term and Termination. The term of this Agreement shall be for one year, commencing
as of the date of execution by the second party to sign the Agreement and shall be for
the period of October 1, 2006 through September 30, 2007 with initial dues and fees in
the amount not to exceed $2,000. This Agreement shall be automatically renewed
annually for additional one-year terms without the necessity of any action by the parties
other than the payment of the appropriate dues and fees not to exceed $1,500 for the
period of October 1 through September 30 each renewal year . Either party may elect
not to renew this Agreement by giving written notice at least thirty (30) days prior to the
end of the original term or any renewal term.
2. All other terms and conditions of the Agreement shall remain the same, except as
modified herein.
Executed this z.f-llfay of JiL<==--n.=e,,_ _. 2010.
CITY OF IRVING, TEXAS PUBLIC EMPLOYEE BENEFITS ALLIANCE
By::-r---;----;-~=__-___;;_;;~----
Herbert A. Gears, Mayor By: ~ (Print Name)
ATTEST: ATTEST:
Shanae Jennings
Charles R. Anderson
City Attorney
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AGENDA ITEM SUMMARY

Recommending Department: Benefits & Risk Management LSR No: 11168
Resolution -- Approving Reimbursement Application for Early Retiree

Reinsurance Program of the Department of Health and Human Services
and Authorizing the Mayor to Execute any Necessary Documents Related
to the Program and if Approved by Health and Human Services Accepts
Funds.
2. Impact: Authorization of the Early Retirement Reinsurance Program application
would allow the City of Irving to receive up to $1,850,000.00 over two years in
reimbursement for certain medical claims incurred by retirees age 55 and older who
are not eligible for Medicare.
3. The funds from the program will be used to offset increases in health benefits costs.
Recommendation
Contract Required: Yes Review Completed By: Charles Anderson
Previous Action: No Council Action: No
.
ATTACHMENTS:
Aetna Support Services for Early Retiree Reinsurance Program (PDF)
ERRP Application (PDF)

None
Prepared: 7/21/2010 12:04 PM by Priscilla Gonzalez
Last Updated: 7/28/2010 11:55 AM by Priscilla Gonzalez
Packet Pg. 86
8
CITY OF IRVING

SECTION I. THAT the City Council hereby authorizes staff to submit an application for the Early
Retiree Reinsurance Program of the U.S. Department of Health and Human Services
for reimbursement of medical claims for City of Irving retirees age 55 and older who
are eligible for Medicare, and the Mayor is authorized to execute any necessary
documents.
SECTION II. THAT the City Council hereby accepts said funds, if awarded, and authorizes the
Mayor to execute an agreement with the U.S. Department of Health and Human
Services for receipt of said funds, upon the approval of the agreement by the City
Attorney.
SECTION III. THAT this resolution shall take effect from and after its final date of passage, and it is
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: Aetna Support Services for Early Retiree Reinsurance Program (3498 : 8 Approving
8.a
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Attachment: Aetna Support Services for Early Retiree Reinsurance Program (3498 : 8 Approving
8.b
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Attachment: ERRP Application (3498 : 8 Approving Application)
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9
AGENDA ITEM SUMMARY

Recommending Department: Financial Services LSR No: 11180
Resolution -- Approving an Economic Incentive Agreement Between the

City of Irving, Texas and Texas Wasatch Insurance Services, LP
2. Impact: Approval of this agreement will allow the City to gain the corporate
headquarters for Texas Wasatch Insurance Services, LP (TWG) employing
approximately 240 full-time jobs.
3. TWG is a full-service property and casualty insurance agency that is relocating their
corporate headquarters from another city to Irving. TWG will relocate
approximately 90 employees and create approximately 150 new jobs at 100 E.
Royal Lane in Irving.
4. The agreement provides a one-time job credit of $240 for a minimum of 50
employees up to a maximum of 166 full-time employees establishing residency in
Irving for a continuous 3-year period. The 3-year continuous residency requirement
must be met during the 5-year term of this agreement. The maximum amount of
the one-time grant is $39,840.
5. In lieu of the job credit attached to the residency requirement, TWG may elect a
$100 job credit up to a maximum of 200 new jobs created or relocated in Irving.
The maximum amount of this grant is $20,000.
5. The agreement also provides a 5-year, 30% property tax rebate of taxes paid on
personal property if the taxable assessed value is at least $1,000,000 over the
January 1, 2010 certified values. The approximate value of the rebate is $8,109
over 5-years
6. TWG must maintain the following minimum criteria during the 5-year term of this
agreement to qualify for the grants and rebates: Occupy at least 23,000 square
feet, employ at least 200 full-time jobs with an average annual salary of at least
$50,000 before benefits and become an investor in the Irving Economic
Development Partnership ($3,000 annual commitment during term of agreement).
Recommendation
Contract Required: Yes Review Completed By: Karen Brophy
.
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9
ATTACHMENTS:
TWG 380 Draft Final (PDF)

N/A
Prepared: 7/2/2010 02:58 PM by Brad Duff
Last Updated: 7/27/2010 05:06 PM by Brad Duff
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9
CITY OF IRVING
WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code, the City Council
has adopted a program for granting public funds to promote local economic development, and stimulate
business and commercial activity in the City of Irving; and
WHEREAS, pursuant to said policy and Chapter 380 of the Texas Local Government Code, the
City Council finds the economic development incentive offered in the attached agreement will promote
economic development and stimulate business and commercial activity in the City of Irving;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the attached Economic Incentive Agreement
between the City of Irving and Texas Wasatch Insurance Services, LP, and the Mayor
is authorized to execute said agreement.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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9.a
ECONOMIC INCENTIVE AGREEMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
CITY OF IRVING §
This Economic Incentive Agreement (Agreement) is entered into on the 5th day of
August, 2010, by and between the City of Irving, Texas (CITY), a home rule city and
municipal corporation of Dallas County, Texas, and Texas Wasatch Insurance Services,
Attachment: TWG 380 Draft Final (3462 : 8 Eco. Incent. Agmt. with TWG Insurance)
LP, a Texas limited partnership (“TWG”), acting by and through its authorized officers,
for the purposes and considerations stated below:
WHEREAS, the CITY has adopted a Comprehensive Policy Statement on Local

Economic Development and Business Stimulation Incentives (Policy Statement), by the
passage of Ordinance No. 9137 on the 3rd day of December, 2009; and
WHEREAS, the Policy Statement constitutes appropriate guidelines and criteria

governing economic incentive agreements to be entered into by the CITY as
contemplated by Chapter 380, Texas Local Government Code; and
WHEREAS, the CITY desires to enter into an Agreement with TWG for economic
incentives pursuant to Chapter 380 of the Texas Local Government Code, as amended;
and
WHEREAS, the contemplated use of the Premises, and the other terms hereof are
consistent with encouraging development and diversification of the economy of the
state, retention of employees by this major corporate citizen and are in compliance with
the Policy Statement and similar guidelines and criteria adopted by the CITY and all
applicable law; and
WHEREAS, in order to maintain and enhance the commercial and industrial economic
and employment base of the City of Irving, the City Council finds that it is in the best
interest of the taxpayers for the CITY to enter into this Agreement;
NOW, THEREFORE, the CITY and TWG for and in consideration of the mutual
covenants and promises contained herein, do hereby contract, covenant and agree as
follows:
TWG Page 1
Chapter 380 Incentive Agreement
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9.a
I.
DEFINITIONS
Wherever used in this Agreement, the following capitalized terms shall have the
meanings ascribed to them:
A. “Business Personal Property” shall mean the taxable assessed valuation of

furniture, fixtures and equipment, including inventory located at the Premises that would
be eligible for tax Grant.
B. “Eligible Property Value” shall mean the incremental increase in taxable value of
Business Personal Property owned by TWG and located at the Premises as shown on
the tax rolls of the Dallas Central Appraisal District (DCAD) as of the tax year beginning
January 1st of the tax years set forth in Paragraph IV over the current 2010 taxable
values.
C. “Full time employee” shall mean a single individual who typically works 40 hours a
week at the Premises.
D. “Incremental Taxable Assessed Value” shall mean the increase in taxable

assessed valuation of the personal property located on the Premises over the 2010
certified taxable value on the Dallas Central Appraisal District tax roll.
E. “Minimum Threshold Eligibility Requirements” shall mean (i) the ownership or

lease and occupancy of a minimum of twenty three thousand (23,000) square feet or
more of space on the Premises for a minimum of five (5) years, (ii) the creation of at
least two-hundred (200) new or transferred into the CITY of Irving jobs with an average
annual salary of at least $50,000 before benefits, located within the Premises and filled
by full-time employees and (iv) an increase in taxable assessed valuation of the “Eligible
Property Value” of at least one million ($1,000,000) over the January 1, 2010 valuation.
F. “Partner Level” shall mean a $3,000 annual membership in the Irving Economic
Development Partnership, an economic development coalition between the City of
Irving and the Greater Irving-Las Colinas Chamber of Commerce for purposes of
conducting business recruitment, relocation and retention/expansion for the greater
Irving community. The “Partner Level” contribution to the Irving Economic Development
Partnership will be deducted from any annual Grant TWG qualifies for under the terms
of this Agreement.
G. "Premises" shall mean all that parcel of land with improvements located at 100 E.
Royal Lane, at least twenty three thousand (23,000) square feet of improvements is
owned or leased by TWG.
H. “Primary Grant” shall mean the Grant earned from meeting the Minimum
Threshold Eligibility Requirements during the five (5) year term of this Agreement.
TWG Page 2
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9.a
I. “Qualified Facilities” shall mean the ownership or lease of at least twenty three
thousand (23,000) square feet of space in the Premises.
J. “Salary” shall mean remuneration for services, paid in cash, including a fixed
payment received at regular intervals, overtime and cash bonus. The term does not
include employer provided benefits and non-cash bonuses.
II.
INCENTIVE 1 – JOB CREDITS GRANT
A. TWG Obligations. In consideration of the City entering into this Agreement
providing for this Job Credits Grant, TWG agrees to:
1. Provide proof of entering into at least a five (5) year lease of not less than
23,000 square feet of space of located at 100 E. Royal Lane, Irving, Texas,
and (the Premises) no later than November 30, 2010.
2. Continuously occupy not less than 23,000 square feet of space at the
Premises throughout the term of this Agreement.
3. Maintain at least two hundred (200) full-time jobs with an average annual
salary of at least fifty thousand dollars ($50,000) before benefits, for a
minimum of five years (5) years at the Premises.
4. Employ a minimum of fifty (50) full-time employees who reside within the City
of Irving for at least three (3) years during the term of this Agreement.
5. Provide to the City no later than January 31 each year of the term of this
Agreement verification of:
a. Continued occupancy of not less than 23,000 square feet of space on
the Premises;
b. A minimum of two-hundred (200) full-time jobs with an average annual
salary of at least fifty thousand dollars ($50,000) before benefits, at the
Premises;
c. A listing of TWG full-time employee names and City of Irving
addresses and proof of employment with TWG during the required
three (3) year residency period. Residential ownership will be verified
against the records maintained by the Dallas Central Appraisal District.
If a portion of TWG full-time employees reside in rented homes or
apartments, TWG will provide alternative forms of residency
verification such as monthly water, telephone, electric or cable
television bills.
6. Purchase services and materials for the Premises from vendors within the
City of Irving, if available in Irving at a competitive price.
7. Render the Property to the Dallas Central Appraisal District and remain
current on all property taxes for the term of this Agreement.
8. Covenant and certify that TWG does not and will not knowingly employ an
undocumented worker as that term is defined by Section 2264.01(4) of the
Texas Government Code. In accordance with Section 2264.052 of the Texas
TWG Page 3
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9.a
Government Code, if TWG is convicted of a violation under 8 U.S.D. Section

1324a(f), TWG shall repay to the City the full amount of the Grant made
under this Agreement, plus ten percent (10%) per annum from the date the
Grant was made. Repayment shall be paid within one hundred twenty (120)
days after the date TWG receives notice of violation from the City.
9. Should TWG fail to comply with any material term of this Agreement, TWG
shall have thirty (30) days after written notice from City to come into
compliance. If the noncompliance is not cured within that period, TWG
agrees to remit to the City a sum equal to the Grant made by the City to TWG
pursuant to this Agreement, plus interest at ten percent (10%) per annum
from the date Grant was made.
B .City Grant. Upon compliance with all terms and provisions of this Agreement,
City shall provide TWG a Job Credits Grant from lawfully available funds, a one-
time cash grant not to exceed $39,840 calculated as two-hundred forty dollars
($240) for a minimum of fifty (50) full-time employees up to a maximum of one-
hundred sixty-six (166) full-time employees establishing residency in the city
limits of Irving for a continuous three (3) year period during the five (5) year term
of the agreement. In the alternative, City shall provide TWG a Job Credits Grant
from lawfully available funds, a one-time cash grant not to exceed $20,000
calculated as one-hundred dollars ($100) for a minimum of two hundred (200)
full-time employees with a hire date or relocation to Irving subsequent to this
Agreement, with an average salary of $50,000, working at the Premises for a
minimum of three continuous years. The payment will be made no earlier than 3
years after the date of the Agreement.
III.
INCENTIVE 2 –- BUSINESS PERSONAL PROPERTY TAX GRANT
A. TWG OBLIGATIONS. In consideration of the City entering into this Agreement

providing for this Business Personal Property Grant, TWG agrees and covenants
that it, or its permitted assigns, during the term of this Agreement, will:
1. occupy the Qualified Facilities for a minimum of five (5) continuous years,
2. use the Qualified Facilities in accordance with all applicable state and
local laws and regulations,
3. diligently and faithfully maintain the Qualified Facilities in a manner

consistent with other office space of a class similar to the Qualified Facilities,
4. employ at least two-hundred (200) new-to-Irving full-time employees with

an average annual salary of at least $50,000 before benefits within the Premises,
TWG Page 4
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9.a
5. provide to the City no later than January 31 each year verification of

a. continued occupancy of the Qualified Facilities; and
b. a minimum of two hundred (200) full-time jobs with an average annual
salary of at least fifty thousand dollars ($50,000);
6. and become an investor at, or maintain membership of at least the

“Partner Level” in the Irving Economic Development Partnership.
B. City grant. In exchange for TWG’s compliance with all terms and provisions of this
Business Personal Property Grant, City shall provide TWG a grant from lawfully
available funds as follows:
1. Scope and Rate of Grant – The Grant amount will be calculated by

multiplying the ad valorem taxes paid to the City of Irving on the Incremental
Taxable Assessed Value for the preceding tax year by the percentage shown in
Section 3 below.
2. Grant – The Grant amounts shown in Section 3 shall be available if,

during the preceding calendar year, TWG meets the Minimum Threshold
Eligibility Requirements.
3. Annual Rates of Grant – The following shall be the TWG annual rates for
calculation of the Grant amount:
Tax TWG Total

Year Grant
1 30%
2 30%
3 30%
4 30%
5 30%
4. Minimum Total Property Valuation – Should the valuation of the Eligible

Property Value fall below $1,000,000, (value business personal property on
DCAD tax roll must meet or exceed $1,000,000 over the amount assessed for
January 1, 2010) there shall be no Business Personal Property Grant allowed
that year or any other future year until the incremental taxable assessed
valuation of the Eligible Property Value equals or exceeds $1,000,000.
5. Minimum Average Salary Per Employee – Should the average annual

salary per employee fall below $50,000 before benefits, there shall be no
Business Personal Property Grant allowed that year or any other future year until
the average annual salary per employee equals or exceeds $50,000.
TWG Page 5
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9.a
6. Minimum Number of New Employees – Should the number of

employees fall below two-hundred (200), there shall be no Business Personal
Property Grant allowed that year or any other future year until the number of full
time employees equals or exceeds two- hundred (200).
7. Each year in which a Business Personal Property Grant is due and

payable to TWG, the CITY shall calculate the Grant amount and make the Grant
payment to TWG, via check or other acceptable means (less the $3,000
contribution to the Irving Economic Development Partnership), no later than
March 31 of the applicable year, provided Ad Valorem taxes for the preceding tax
year have been paid to the City of Irving. The first year in which a Grant could be
due would be for the 2012 tax year making the Grant payment due on March 31,
2013.
IV.
GENERAL PROVISIONS APPLICABLE TO BOTH INCENTIVES
A. All procedures followed by the CITY conform to the requirements of the Code,
and will be undertaken in coordination with TWG’s corporate, public, employee, and
business relations requirements.
B. The Premises are not in an improvement project financed by tax increment

bonds.
C. This Agreement is entered into subject to the rights of the holders of outstanding
bonds of the CITY; provided however, that this section shall not be construed to create
a security interest in the Premises or Qualified Facilities in favor of such holders of
outstanding bonds of the CITY.
D. The Premises are not owned or leased by any member of the Irving City Council
or any member of the Planning and Zoning Commission of the City of Irving or any
member of the governing body of taxing units joining in or adopting this Agreement.
E. This Agreement is intended to comply with the requirements of Section 380 of

the Code and is authorized by Chapter 380 of the Code, by the Policy Statement
constituting the CITY’s tax abatement guidelines and criteria adopted by the City
Council with Ordinance 8733 and by resolution of the City Council of the City of Irving
authorizing execution of this Agreement.
F. During the term of the Agreement, TWG (or its successors and assigns) shall be
subject to all applicable CITY taxation not specifically abated or exempted, including but
not limited to, sales tax and ad valorem taxation on land, inventory and supplies.
G. As a further condition precedent to its receipt of the Primary Grant, TWG agrees
that it will use the words “Irving, Texas” or “Irving, TX” when printing an address on
TWG Page 6
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9.a
literature, all stationery, business cards, or other printed or electronic materials which
identify the Qualified Facilities.
V.
TERM AND GRANT PERIOD
A five (5) year Grant period is hereby granted. The five (5) year period shall commence
to run January 1 of the first year in which the Minimum Threshold Eligibility
Requirements are met by TWG, but no later than January 1, 2013 and shall continue for
the full five (5) year period ending no later than December 31, 2017.
VI.
RECORDS AND AUDITS
A. Throughout the term of this agreement, the CITY or its agents shall have
reasonable access to TWG’S Premises by CITY employees (upon prior reasonable
notice to TWG) for the purpose of verifying TWG employee records in accordance
with the specifications and conditions of this agreement; provided that TWG shall
have the right to accompany CITY employees for any such verification and keeping
in mind the privacy and security interest of TWG and TWG’S employees.
B. The Premises at all times shall be used in a manner that is consistent with City of
Irving zoning ordinances applicable to the Premises.
VII.
BREACH
A. CITY may modify this Agreement if TWG fails to comply with the terms of this
Agreement, provided that any such modification will have prospective application
only and TWG may terminate this Agreement on notice to the CITY, if any such
modifications are not mutually acceptable.
B. If TWG fails to comply with the terms of this Agreement, or in the event that (i) the
operation is moved from the CITY or (ii) TWG allows its ad valorem taxes with
respect to personal property on the Premises owed the CITY to become delinquent
and fails to timely and properly follow the legal procedures for protest and/or
contest of any such ad valorem personal property taxes, or (iii) TWG breaches any
of the material terms or conditions of this Agreement, then TWG shall be in default
of this Agreement. In the event that TWG defaults in its performance of (i), (ii) or
(iii) above, the CITY shall give TWG written notice of such default and if TWG has
not cured such default within thirty (30) days of said written notice, or, if such
default cannot be cured by the payment of money or posting of a bond or other
TWG Page 7
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9.a
collateral reasonably acceptable to the CITY, and cannot with due diligence be
cured within such thirty (30) day period owing to causes beyond the control of
TWG, this Agreement may be terminated by the CITY provided, however, that if
such default is not reasonably susceptible of cure within such thirty (30) day period
and TWG has commenced and is pursuing the cure of same, then after first
advising the City Council of TWG’S efforts to cure same, TWG may utilize an
additional thirty (30) days. Time, in addition to the foregoing sixty (60) days may
be authorized by the City council. During the five (5) year term of this Agreement,
as CITY’s sole and exclusive remedy for any material breach by TWG under this
Agreement, in the event of default after the expiration of the applicable notice and
cure periods, the CITY shall receive from TWG as liquidated damages all previous
grants and grants made by the CITY to TWG pursuant to this Economic Incentive
Agreement and10% interest per annum from the date of the first payment and will
become a debt from TWG to the CITY. Such amount shall be due, owing, and
paid to the CITY by TWG within sixty (60) days of the expiration of the above-
mentioned applicable curing period. The parties acknowledge that actual damages
in the event of default and termination would be speculative and difficult to
determine. If during the initial five (5) year term, no grant or grant payment has
been made to TWG, as CITY’s sole and exclusive remedy for any material breach
under this Agreement, after the expiration of the applicable notice and cure
periods, the CITY may cancel the Agreement and no payments shall be due to
TWG.
VIII.
EFFECT OF SALE, ASSIGNMENT OR LEASE OF PROPERTY
This Agreement and the economic incentives are not assignable by TWG to any entity
other than an affiliated company or successor without approval of the City Council. In
the event of assignment to an affiliated company or successor, TWG must confirm such
assignment in writing to the CITY, and the successor must confirm its intent to be bound
by this Agreement and to assume all responsibilities hereunder of TWG within 90 days
of such assignment, or before the beginning of the next tax year, whichever comes first.
In the event of failure to confirm assignment to an affiliate or successor hereunder, the
successor may seek approval from the City Council for the assignment.
IX.
NOTICE
All notices called for or required by this Agreement shall be addressed to the following,
or such other party or address as either party designates in writing, by certified mail,
postage prepaid or by hand delivery:
TWG Page 8
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9.a
TEXAS WASATCH INSURANCE SERVICES, LP

Attention: Michael Colby
Vice President Finance
100 E. Royal Lane, Suite __
Irving, TX 75039
CITY OF IRVING, TEXAS

825 W. Irving Boulevard
Irving, Texas 75060
Attention: City Secretary
X.
CITY COUNCIL AUTHORIZATION
This Agreement was authorized by resolution of the City Council that was approved by
the affirmative vote of a majority of the City Council at its regularly scheduled City
Council meeting on the 5th day of August, 2010, authorizing the Mayor to execute this
Agreement on behalf of the CITY.
XI.
BOARD OF DIRECTORS AUTHORIZATION
This Agreement was entered into by an authorized representative of TWG pursuant to

authority granted by their respective Board of Directors through formal delegations.
XII.
SEVERABILITY
In the event any section, subsection, paragraph, sentence, phrase or word is held
invalid, illegal, or unconstitutional, the balance of this Agreement shall stand, shall be
enforceable and shall be read as if the parties intended at all times to delete said invalid
section, subsection, paragraph, sentence, phrase or word.
XIII.
APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas. Venue for any
action under this Agreement shall be the State’s District Court of Dallas County, Texas.
This Agreement is performable in Dallas County, Texas.
TWG Page 9
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9.a
XIV.
ENTIRE AGREEMENT
This Agreement constitutes the entire economic incentive agreement between the
parties, supersedes any prior understanding or written or oral agreements or
representations between the parties, and can be modified only by written instrument
subscribed to by both parties. Notwithstanding the foregoing provision, this Agreement
does not modify, alter, or amend any other agreement or instrument between CITY and
TWG relating to matters other than the economic incentives with respect to TWG full-
time employees residing in the City of Irving. This Agreement may be executed in
multiple counterparts, each of which shall be considered an original.
By: ____________________________
Attest:
__________________________
Shanae Jennings
Approved as to form:
__________________________
Charles R. Anderson
City Attorney
Texas Wasatch Insurance Services, LP
By: _______________________
Michael Colby
Senior Vice President, Chief Financial Officer
TWG Page 10
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9.a
CORPORATE ACKNOWLEDGEMENT

§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, a Notary Public in and for said County and
State, on this day personally appeared ___________________________,
___________________________ of TWG, known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me he/she executed the same as a duly
authorized officer of such corporation, and as the act and deed of such corporation, for the purposes
and consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of

_______________, A.D., 2010.
_________________________________________
Notary Public
_________________________________________
(Typed/Printed Name of Notary)
My Commission Expires:
____________________
TWG Page 11
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10
AGENDA ITEM SUMMARY

Resolution -- Nominating Health Management Systems, Inc. to the Office of

the Governor, Economic Development and Tourism through the Economic
Development Bank for Designation as a Qualified Business and an
Enterprise Project Under the Texas Enterprise Zone Act, Chapter 2303,
Texas Government Code
2. Impact: Nomination of Health Management Systems, Inc. for participation in the
Texas Enterprise Zone Program will support capital improvements to the building
owned by HMS located at 5615 Highpoint Drive.
3. The Texas Enterprise Zone Act allows a governing body to nominate projects within
its jurisdiction to the Office of the Governor for incentives provided by the State of
Texas.
4. HMS is currently consolidating and expanding operations in Irving to include the
retention of the existing 671 employees in Irving and the creation of 350 new
positions with an average annual salary of $61,000. HMS will also invest
approximately $7.9 million in furniture, fixtures and network systems.
5. Benefits received from the State Enterprise Zone Program will support HMS’s
expansions and retention efforts.
Recommendation
Contract Required: No Review Completed By: Karen Brophy
.
ATTACHMENTS:
Project Description Letter-Mayor Gears 7-29 (PDF)
RES Certification to Resolution - HMS, Inc. (PDF)

N/A
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Prepared: 7/28/2010 08:38 AM by Brad Duff

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10
CITY OF IRVING
WHEREAS, on February 22, 2007, the City of Irving (the "City") adopted Ordinance No. 8761 electing
to participate in the Texas Enterprise Zone Program, and the local incentives offered under this resolution are the
same on this date as were outlined in Ordinance No. 8761; and
WHEREAS, the Office of the Governor Economic Development and Tourism through the Economic
Development Bank (Bank) will consider Health Management Systems, Inc., as an enterprise project pursuant to a
nomination and an application made by the City; and
WHEREAS, the City desires to pursue the creation of the proper economic and social environment in
order to induce the investment of private resources in productive business enterprises located in the City and to
provide employment to residents of enterprise zones and to other economically disadvantaged individuals; and
WHEREAS, pursuant to Chapter 2303, Subchapter F of the Texas Enterprise Zone Act, Texas
Government Code (the "Act"), Health Management Systems, Inc., has applied to the City for designation as an
enterprise project; and
WHEREAS, the City finds that Health Management Systems, Inc., meets the criteria for designation as
an enterprise project under Chapter 2303, Subchapter F of the Act on the following grounds:
1. Health Management Systems, Inc., is a "qualified business" under Section 2303.402 of the Act since it
will be engaged in the active conduct of a trade or business at a qualified business site within the
governing body’s jurisdiction located outside of an enterprise zone and at least 35 percent of the
business's new employees will be residents of an enterprise zone or economically disadvantaged
individuals; and
2. There has been and will continue to be a high level of cooperation between public, private, and
neighborhood entities within the area; and
3. The designation of Health Management Systems, Inc., as an enterprise project will contribute
significantly to the achievement of the plans of the City for development and revitalization of the area;
and
WHEREAS, the City finds that Health Management Systems, Inc., meets the criteria for tax relief and
other incentives adopted by the City and nominates Health Management Systems, Inc., for enterprise project
status on the grounds that it will be located at the qualified business site and will create a higher level of
employment, economic activity, and stability; and
WHEREAS, the City finds that it is in the best interest of the City to nominate Health Management
Systems, Inc., as an enterprise project pursuant to the Act; and
WHEREAS, the City finds that the meeting at which this resolution is considered is open to the public as
required by law, and public notice of the time, place, and purpose of said meeting was given as required by
Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING,

TEXAS:
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10
SECTION I. THAT the declarations, determinations, and findings declared, made, and found in the
preamble to this resolution are hereby adopted, restated, and made a part of the operative
provisions hereof.
SECTION II. THAT Health Management Systems, Inc., is a "qualified business," as defined in Section
2303.402 of the Act, and meets the criteria for designation as an enterprise project, as set forth
in Section 2303, Subchapter F of the Act.
SECTION III. THAT the enterprise project shall take effect on the date of designation of the enterprise
project by the Bank and terminate five years later.
SECTION IV. THAT this resolution shall take effect from and after its final date of passage, and it is
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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10.a
Packet Pg. 136

Attachment: Project Description Letter-Mayor Gears 7-29 (3511 : 8 Enterprise Zone for Heath Mgmt. Systems)
10.a
Packet Pg. 137

Attachment: Project Description Letter-Mayor Gears 7-29 (3511 : 8 Enterprise Zone for Heath Mgmt. Systems)
10.b
THE STATE OF TEXAS
COUNTY OF DALLAS
I, Shanae Jennings, Acting City Secretary of the City of Irving, Texas, do hereby certify that the
above and foregoing is a true and correct copy of Resolution No. 2010-______ passed by the City of
Irving City Council on the _____ day of August, 2010.
Attachment: RES Certification to Resolution - HMS, Inc. (3511 : 8 Enterprise Zone for Heath Mgmt. Systems)
(City Seal)
Shanae Jennings, Acting City Secretary
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally appeared Shanae Jennings,
Acting City Secretary of the City of Irving, Texas, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the
purposes and consideration therein expressed.
GIVEN under my hand and seal of office this _____ day of August, 2010
Notary Public, State of Texas
My commission expires:
(Notary Seal)
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AGENDA ITEM SUMMARY

Recommending Department: City Attorney’s Office LSR No: N/A
Resolution -- Approving Settlement of a Lawsuit with Shin Ho “Sam” Kim

D/B/A Texas Lunch Box and Purchase of Property Located at 1923 Senter
Road
1. This item supports Strategic Goals No. 2: Vibrant Neighborhoods and No. 8: Sound
Governance.
2. Impact: The Settlement Agreement, if authorized, would resolve the lawsuit and
facilitate the City’s purchase of the property located at 1923 Senter Road.
3. In response to citizen complaints, the Code Enforcement Department began
focusing on the building located at 1923 Senter Road in early 2007.
4. In September 2007, the Building and Standards Commission ordered the demolition
of the building, and the owner appealed the order to district court and included the
City as a defendant. The case has been litigated in state and federal court.
5. Settlement of this lawsuit was on the Council agenda on February 7, 2008, and
May 28, 2009, for $225,000 but was rejected by the City Council on May 28, 2009.
6. If approved by Council, the City would settle this lawsuit for $155,000, enter into a
purchase and sale agreement with the current owner, and if the environmental
assessment is satisfactory and all of the requirements of the purchase and sale
agreement are met, purchase the property. The City also would pay the closing
costs and costs for an environmental survey.
7. For the settlement, funding in the amount of $80,000.00 is available from
Community Development Block Grants and $75,000.00 is available in the non-Bond
CIP Fund. For the closing costs in the amount of $5,000.00 and the costs of the
environmental study in the amount of $8,000.00, funding is available from
Community Development Block Grants.
Recommendation
Previous Action: RES-2009-240 Council Action: Rejected settlement –
resolution approving settlement defeated.
.
This settlement was approved by the Claims Board on June 15, 2010, and was approved by
the Building and Standards Commission on July 22, 2010.
On July, 19, 2010, the Health and Human Services Board (“HHSB”) recommended the
following: 1) up to $80,000 contribution of Community Development Block Grant (“CDBG”)
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11
funds for purchase of 1923 Senter; 2) the contribution is subject to the property receiving
environmental clearance; 3) the contribution is approved in consideration of the HHSB
receiving either two (2) buildable lots or a site ready for another CDBG eligible purpose; and
4) the HHSB requests that no additional pre-build costs be borne out of CDBG funds.
This resolution, as written, would pay the closing costs not to exceed $5,000 and the costs for
the environmental study not to exceed $8,000 from CDBG funds. The HHS Board
recommendation was that these costs be borne by the general fund.
ATTACHMENTS:
RES Signed Kim Purchase and Sale Agreement (PDF)
RES Signed Kim Settlement Agreement (PDF)

201006-4255-56401-904063 Budget: $ 93,000.00 Actual: $ 93,000.00
4001-2871-70101-100 75,000.00 75,000.00
Budget Adjustment/Transfer Required: No
Prepared: 7/7/2010 12:23 PM by Belinda Rowlett
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the settlement in Shin Ho “Sam” Kim
D/B/A Texas Lunch Box vs. City of Irving and City of Irving Building and Standards
Commission, Cause No. DC-07-11671, in the amount of $155,000 for alleged
damages resulting from a Repair, Vacate, or Demolished Order issued by the
Building and Standards Commission on August 30, 2007, and the Mayor is
authorized to execute any and all settlement documents upon approval of the City
Attorney’s Office. Said settlement is contingent on the City’s receipt of an acceptable
environmental report and good title for 1923 Senter Road, Irving, Texas.
SECTION II. THAT the City Council hereby approves, as a part of the settlement, the attached
agreement with Shin Ho "Sam" Kim to purchase the property involved in said
lawsuit, 1923 Senter Road, Irving, Texas, and upon satisfaction of the requirements in
the Purchase and Sale Agreement, including receipt of an acceptable environmental
assessment report on said property, the Mayor is authorized to execute any agreement
and/or deed upon approval of the City Attorney's Office.
SECTION III. THAT $80,000.00 of this expenditure shall be charged to Account No. 201006-4255-
56401-904063 and $75,000.00 shall be charged to Account No. 4001-2871-70101-
100. Closing costs not to exceed $5,000 and costs for an environmental study not to
exceed $8,000 shall be charged to Account No. 201006-4255-56401-904063.
THIS IS TO CERTIFY THAT FUNDS ARE AVAILABLE FOR THIS EXPENDITURE.
__________________________________
Max S. Duplant, CPA
Chief Financial Officer
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on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: RES Signed Kim Purchase and Sale Agreement (3470 : 16 Settlement of Texas Lunch Box Lawsuit)
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AGENDA ITEM SUMMARY

Resolution -- Approving First Amendment to Option Agreement with

Kiamichi Railroad Company, L.L.C., and Approving the Extension of the
Option for an Additional Two Years
2. Impact: This agreement amends City of Irving’s option to purchase land rights in
the existing railroad right-of-way.
3. On December 11, 2008, the City of Irving entered into an option agreement with the
Kiamichi Railroad Company, L.L.C., to acquire an interest in the railroad right-of-
way for the purpose of constructing and operating an approximately seven foot
diameter water conveyance pipeline.
4. The parties extended the first option period to September 1, 2010. This
amendment would allow the City of Irving to extend the option for an additional two
year period for $100,000.00.
5. Funding in the amount of $100,000.00 for the Option Extension is available in the
Water Improvement Bond Fund.
Recommendation
Previous Action: RES 2008-585 Council Action: Approval of agreement
.
ATTACHMENTS:
Kiamichi Reso and Agmt 12-11-2008 (PDF)
RES First Amendment to Option Agreement (PDF)

5411-3251-56401-9100 Budget: $100,000.00 Actual: $100,000.00
Prepared: 7/29/2010 04:04 PM by Charles Anderson
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the attached agreement between the City of
Irving and Kiamichi Railroad Company, L.L.C., which amends the option agreement
by allowing the City of Irving, prior to expiration of the first option extension, to
extend its option for a two year period by giving notice to the owner and paying
consideration in the amount of $100,000.00, and the Mayor is authorized to execute
said agreement.
SECTION II. THAT the City desires to exercise its right to extend this option for an additional two
year period and authorizes payment of $100,000.00 to Kiamichi Railroad Company,
L.L.C., pursuant to the aforementioned agreement.
SECTION III. THAT this expenditure shall be charged to Account No. 5411-3251-56401-9100.
__________________________________
Max S. Duplant, CPA
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on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: Kiamichi Reso and Agmt 12-11-2008 (3516 : 16 1St Amendment Kiamichi RR)
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FIRST AMENDMENT TO OPTION AGREEMENT

Between
KIAMICHI RAILROAD COMPANY, LLC
And
Attachment: RES First Amendment to Option Agreement (3516 : 16 1St Amendment Kiamichi RR)
WHEREAS, the Kiamichi Railroad Company, LLC (Owner) and the City of Irving,
Texas, (Irving) have entered into an Option Agreement whereby the Irving was granted
the exclusive right to enter a Longitudinal Occupancy Agreement over portions of
Owner’s railroad right-of-way; and
WHEREAS, such agreement was approved by Irving on December 11, 2008 pursuant to
Resolution 2008-585, and was signed by both parties; and
WHEREAS, Irving’s need for the Longitudinal Occupancy for a waterline and related
improvements is contingent on getting approval to purchase and move water recognized
in federal courts, and
WHEREAS, the case to recognize Irving’s rights in this area is on appeal with a decision
expected no earlier than eighteen months from the present time; and
WHEREAS, Irving’s First Option Period was previously extended by the parties to
September 1, 2010 in order to discuss matters of interest to both parties and the terms of
the amended language; and
WHEREAS, both parties desire to continue this Agreement and recognize the need for a
revision of some of the terms of the original agreement.
NOW THEREFORE, Irving and Owner agree as follows:
1. All of the matters discussed in the foregoing recitals are true and correct.
2. The mutual promises and payments detailed in this First Amendment to Option
Agreement constitute good, valid and sufficient consideration to support this
Amendment.
3. Section 2 b of the Original Agreement shall be amended to read:
b. Anytime before the expiration of the First Option Extension, Irving shall
have the right to extend its Option for an additional two (2) year period
(the Second Option Extension) by providing written notice of such
election to Owner and delivering to Owner additional non-refundable
Option consideration of One Hundred Thousand dollars ($100,000),.
4. Should the lawsuit with Oklahoma over Irving’s ability to purchase and transport
water have failed to reach a conclusion by the end of the Second Option
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Extension, Irving and Owner agree to discuss a further extension of this contract
under such terms as appear reasonable to each party at that time.
5. All other terms of the original Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, Irving and Owner have executed this First Amendment to
Option Agreement as of the date of Irving’s resolution approving the First Amendment.
IRVING
City of Irving, Texas
By: ______________________________
Owner
Kiamichi Railroad Company, LLC
By: ______________________________
Name: ____________________________
Its: _______________________________
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CORPORATE ACKNOWLEDGMENT
THE STATE OF ____________________ §
§
COUNTY OF ______________________ §
and State, on this day personally appeared:
__________________________________ __________________________________
(Print Name) (Print Title)
of the Kiamichi Railroad Company, LLC known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the same
was the act of the said the Kiamichi Railroad Company, LLC a corporation, that he was
duly authorized to perform the same by appropriate resolution of the board of directors of
such corporation and that he executed the same as the act of such corporation for the
purposes and consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of
________________, A.D., 2010.
____________________________________
Notary Public In and For
_______________County, ______________
_______________________________
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MAYOR'S ACKNOWLEDGMENT
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared Herbert A Gears, Mayor of the City of
Irving, Texas, a municipal corporation, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the same
was the act of the said City of Irving, Texas, a municipal corporation, that he was duly
authorized to perform the same by appropriate resolution of the City Council of the City
of Irving and that he executed the same as the act of the said City for purpose and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of
_____________________, A.D., 2010
____________________________________
Notary Public In and For the State of Texas
____________________
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AGENDA ITEM SUMMARY

Recommending Department: Real Estate & Development LSR No: 11253
Resolution -- Authorizing the Mayor to Execute a Second Amended and

Restated Entertainment Center Development Agreement with Las Colinas
Group, LP
2. Impact: Approval of the second amended and restated development agreement will
facilitate the financing and construction of the Irving Entertainment Center at Las
Colinas.
3. This document does not change the basic premise of the development agreement
that Las Colinas Group, LP, is responsible for the planning, design, construction
and operation of the Irving Entertainment Center.
4. This document amends the development agreement to reflect the current
conditions, including:
(i) recognizes the current Concessionaire entities
(ii) recognizes the current Live Nation booking agreement with the concessionaire
(iii) conforms to the current financing program:
• City construction contribution is the amount of net bond proceeds funded by
Brimer 2% HOT Revenues, Brimer parking and admission tax revenues,
state HOT, mixed beverage and sales tax generated in the venue and city
mixed beverage and sales tax generated in the venue, rent and additional
rent from the venue tenant, with a subordinate pledge of the City’s 7% HOT
• City contribution cap increased from $120,000,000 to $200,000,000
• Bonds must obtain one of the four highest long term rating categories
• Deletes references to Incremental Funding.
Recommendation
Contract Required: Yes Review Completed By:
Previous Action: Council Action:
RES-2010-160 Second Amendment to Amended and Restated
Entertainment Center Development Agreement
First Amendment to the Amended and Restated
RES-2009-533
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Entertainment Center Lease and Development

Agreements
RES 2009-245 Amended and Restated Entertainment Center
Development Agreement
RES-2008-581 Entertainment Center Development Agreement
ATTACHMENTS:
Compare Amended_Restated IED Development Agrmt June_11_09 - Second A and R IEC
Dev Agmt (PDF)
Entertainment Venue Development Agreement (PDF)

None
Prepared: 7/23/2010 12:25 PM by Cynthia Castro
Last Updated: 7/29/2010 07:21 PM by Brenda McDonald
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CITY OF IRVING
WHEREAS, on December 11, 2009, the City Council approved Resolution No. RES-2008-581,
which approved the Entertainment Center Development Agreement between the City of Irving and Las
Colinas Group, LP, for financing, design, construction, and operations of an entertainment venue
related to the convention center; and
WHEREAS, on June 11, 2009, the City Council approved Resolution No. RES-2009-245,
which approved the Amended and Restated Entertainment Center Development Agreement between the
City of Irving and Las Colinas Group, LP, for final construction drawings and final engineering;

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the attached Second Amended and Restated
Entertainment Center Development Agreement between the City of Irving and Las
Colinas Group, LP, and the Mayor is authorized to execute said agreement
substantially in the form of the agreement attached hereto, and as approved by the
City Attorney.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: Compare Amended_Restated IED Development Agrmt June_11_09 - Second A and R IEC Dev Agmt (3503 : 29 Agree 2Nd Amend &
SECOND AMENDED AND RESTATED
ENTERTAINMENT CENTER DEVELOPMENT AGREEMENT
between
THE CITY OF IRVING
and
Las Colinas Group, LP
LAS COLINAS GROUP, LP
Dated as of June 11, 2009August __, 2010
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TABLE OF CONTENTS
Page
ARTICLE I
Entertainment Center Development
Section 1.1. The Entertainment Center. ...................................................................................... 2

Section 1.2. Project Scope ........................................................................................................... 3
Section 1.3. Ownership of Entertainment Center........................................................................ 3
Section 1.4. Design and Construction of Entertainment Center. .............................................. 46
Section 1.5. Architect(s) and Engineer(s) ................................................................................. 47
Section 1.6. Engineering ........................................................................................................... 47
Section 1.7. Interconnectivity ................................................................................................... 47
Section 1.8. General Contractor ................................................................................................ 47
Section 1.9. City Participation in Project Design ...................................................................... 47
Section 1.10. Project Scope Verification .................................................................................... 48
Section 1.11. Walkway ............................................................................................................... 48
Section 1.12. Joint Cooperation; Access for Planning and Development................................... 48
Section 1.13. City Not Responsible ............................................................................................ 49
Section 1.14. Schedule of Projected Project Expenditures ......................................................... 49
Section 1.15. Permits; Fees ......................................................................................................... 49
Section 1.16. Construction Contracts ........................................................................................ 410
Section 1.17. General Contractor Assurances ........................................................................... 410
Section 1.18. Concessionaire Participation 4. ............................................................................. 11
Section 1.19. Promoter Participation ........................................................................................ 412
Section 1.20. Repair and Replacement ..................................................................................... 412
Section 1.21. Additional Requirements .................................................................................... 412
Section 1.22. Procurement of Goods and Services from Irving Businesses and/or
Historically Underutilized Businesses ................................................................ 414
Section 1.23. Leadership in Energy and Environmental Design .............................................. 414
Section 1.24. City Police Powers .............................................................................................. 415
Section 1.25. Title and Mechanic’s Liens. ................................................................................ 415
Section 1.26. City Consents ...................................................................................................... 415
Section 1.27. Right of the City to Make Inspection .................................................................. 416
Section 1.28. Conditions to City Funding. ................................................................................ 416
Section 1.29. Conditions to Commencing Construction. .......................................................... 416
Section 1.30. Predevelopment Costs. ........................................................................................ 417
ARTICLE II
Funding for Construction of the Entertainment Center
Section 2.1. Partnership Contribution. .................................................................................... 418

Section 2.2. City Construction Contribution. .............................................. 4Net Bond Proceeds. 19
Entertainment Center Development Agreement (i)

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Section 2.3. Incremental Funding. ..........................................................4[Intentionally deleted]. 22
Section 2.4. Venue Project Costs ............................................................................................ 422
Section 2.5. Non-Venue Project Costs .................................................................................... 423
Section 2.6. Partnership Project Cost Account(s) ................................................................... 424
Section 2.7. Creation and Control of Funds, Payment of Venue Project Costs ...................... 424
Section 2.8. Payment of Venue Project Costs ......................................................................... 424
Section 2.9. Rights to Audit. ................................................................................................... 425
Section 2.10. Cost Overrun Funding Commitment................................................................... 426
Section 2.11. Quarterly Reports ................................................................4[Intentionally deleted.] 27
Section 2.12. Financing ............................................................................................................. 427
ARTICLE III
The Site
Section 3.1. City’s Ownership of the Entertainment Center ................................................... 427

Section 3.2. Condition of Property.......................................................................................... 427
Section 3.3. Demolition Plan and Work.................................................................................. 428
Section 3.4. Environmental Remediation................................................................................ 428
Section 3.5. Temporary Street Closures .................................................................................. 429
Section 3.6. Street Abandonment ............................................................................................ 429
ARTICLE IV
Termination
Section 4.1. Partnership Termination Events. ......................................................................... 429

Section 4.2. City Termination Events ..................................................................................... 429
Section 4.3. Termination by Either Party ................................................................................ 430
Section 4.4. Termination Procedure. ....................................................................................... 430
ARTICLE V
Default and Remedies
Section 5.1. Partnership Default.............................................................................................. 431

Section 5.2. City’s Remedies .................................................................................................. 431
Section 5.3. City Default ......................................................................................................... 432
Section 5.4. Partnership’s Remedies ....................................................................................... 432
Section 5.5. Waiver ................................................................................................................. 432
ARTICLE VI
Miscellaneous
Section 6.1. Lease Agreement ................................................................................................. 433

Section 6.2. City Suites ........................................................................................................... 433
Section 6.3. Further Agreements ............................................................................................. 433
Entertainment Center Development Agreement (ii)
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Section 6.4. GOVERNING LAW ........................................................................................... 433
Section 6.5. Venue for Actions ............................................................................................... 433
Section 6.6. Dispute Resolution .............................................................................................. 433
Section 6.7. Obligations to Defend Validity of Agreement .................................................... 433
Section 6.8. Successors and Assigns ....................................................................................... 434
Section 6.9. Entire Agreement; Amendment 4; Ratification and Full Force and Effect .......... 34
Section 6.10. Exclusive Dealing and Non-Compete Covenants. .............................................. 434
Section 6.11. Joint Operation and Booking Agreement ............................................................ 434
Section 6.12. Waiver ................................................................................................................. 435
Section 6.13. Representatives ................................................................................................... 435
Section 6.14. Notices................................................................................................................. 435
Section 6.15. Severability ......................................................................................................... 436
Section 6.16. Delays or Omissions ........................................................................................... 436
Section 6.17. No Third-Party Beneficiaries .............................................................................. 437
Section 6.18. No Joint Venture ................................................................................................. 437
Section 6.19. Counterparts ........................................................................................................ 437
Section 6.20. Titles and Subtitles .............................................................................................. 437
Section 6.21. Limited Recourse ................................................................................................ 437
Section 6.22. Indemnity ............................................................................................................ 437
Section 6.23. Gift to Public Servant .......................................................................................... 438
Section 6.24. Hazardous Materials............................................................................................ 438
Section 6.25. Waiver of Subrogation ........................................................................................ 438
Section 6.26. Business Days ..................................................................................................... 439
Section 6.27. Legal Costs .......................................................................................................... 439
Entertainment Center Development Agreement (iii)

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THIS SECOND AMENDED AND RESTATED ENTERTAINMENT CENTER

DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of June 11, 2009August
__, 2010, by and between the City of Irving, Texas, a municipal corporation of the State of Texas
and a home rule city (the “City”), and Las Colinas Group, LP, a Texas limited partnership (the
“Partnership”).
RECITALS
WHEREAS, the City submitted to the citizens, pursuant to authority granted by Chapter
334, Local Government Code, as amended (the “Act”) a proposition for the construction of a
“convention center and a related multi-functional theater, performance hall, music hall, and
community and entertainment venue, and related infrastructure” (the “Convention and
Entertainment Center Project”); and
WHEREAS, defined terms under the Act have the same meanings as in the Act except as
expressly provided to the contrary in this Agreement; and
WHEREAS, a majority of the citizens voting at such election voted in favor of the
proposition; and
WHEREAS, the City now intends, as a part of the Convention and Entertainment Center
Project, to construct both a convention center facility (the “Convention Center”) and a multi-
functional theater, performance hall, music hall, and community and entertainment venue, and
related infrastructure consisting of a performance hall, restaurants, a pedestrian walkway, an
open air plaza and parking facilities (the “Entertainment Center”); and
WHEREAS, the Entertainment Center is an approved venue project under the Act; and
WHEREAS, the City owns an approximately 40 acre tract of land in the Las Colinas
Urban Center and the City desires to use approximately 18.06 acres on the Southern portion of
the land to build the Entertainment Center (the “Site”) as described on Exhibit A; and
WHEREAS, the City now desires to enter into an agreement with the Partnership for the
design, construction, and operation of the Entertainment Center; and
WHEREAS, the City intends that the Entertainment Center will be constructed as a
first-class facility on a par with other comparably-sized, municipally-owned, multi-use music
and performance hall projects recently constructed in North America, and will be designed to
accommodate approximately 5,0006,500 persons for entertainment events; and
WHEREAS, pursuant to the authority granted to the City in the Act, and in consideration
of the undertakings of the Partnership 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, authorized by its citizens at an election held on November 6, 2007 (the
“Election”) called and held in accordance with the Act, has agreed to join with the Partnership in
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the financing and development of the Entertainment Center and to share in the costs thereof to
the extent provided in and in accordance with the terms of this Agreement and the other contracts
and agreements referred to or incorporated herein or contemplated hereby; and
WHEREAS, the City and the Partnership entered into an Entertainment Center
Development Agreement dated as of December 11, 2008 (2008, as amended and restated by that
certain Amended and Restated Entertainment Center Development Agreement dated as of June
11, 2009, as amended by that certain First Amendment to Amended and Restated Entertainment
Center Development Agreement dated as of December 3, 2009 (collectively, the “Prior
Agreement”); and
WHEREAS, the City and the Partnership have determined to amend and replace the Prior
Agreement with the execution of this Agreement; and
NOW, THEREFORE, in consideration of the recitals set forth above and the mutual
covenants and agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed by each of the parties hereto,
the parties hereto have agreed and do hereby agree as follows:
ARTICLE I
Section 1.1. The Entertainment Center.
(a) The City and the Partnership will undertake the design, development,
construction, maintenance, management, use and operation, for the use and benefit of the public,
the City and its citizens, of a new multi-use Entertainment Center in the Irving Las Colinas
Urban Center, consisting primarily of the following:
(i) a Performance Hall with a seated capacity of approximately 6,5005,200

persons, including suites and boxes (the “Performance Hall”);
(ii) approximately twelve (12) fully equipped luxury hotel rooms, along with a
lobby, reception desk, concierge, and valet parking services located in the Performance
Hall building (the “EC Hotel”);
(iii) (ii) related on-site restaurants with performance spaces, if applicable (the
“Restaurants”);
(iv) (iii) a landscaped pedestrian walkway (the “Walkway”) connecting the

Entertainment Center to the Convention Center owned by the City to the north of the Site
(the “Convention Center”) and the on-site promenade (the “Promenade”) outside of the
Entertainment CenterPerformance Hall and adjacent to the Restaurants;
(v) (iv) an open air plaza directly connected to the Performance Hall, that will
be utilized for outdoor festivals, concerts and other events (the “Plaza”);
Entertainment Center Development Agreement –2–

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(vi) (v) approximately 1,200-space structured parking garage and related
surface parking (together, (the “Parking Facilities”) that will serve the Entertainment
Center; and
(vii) (vi) on-site utilities and other above-ground and under-ground

infrastructure supporting the Entertainment Center and off-site infrastructure required to
connect to existing City utility infrastructure (the “Entertainment Center
Infrastructure”).
(b) The Performance Hall, the EC Hotel, the Restaurants, the Walkway, the Plaza, the
Promenade, the Plaza, the Parking Facilities, and some or all of the Entertainment Center
Infrastructure will be constructed on the Site.
(c) The Entertainment Center includes the Performance Hall, the EC Hotel, the
Restaurants, the Walkway, the Plaza, the Parking Facilities, the Promenade, the Entertainment
Center Infrastructure, and the surrounding portions of the Site. All of the “related infrastructure”
as defined in the Act, for the Entertainment Center will relate to and enhance the use, value or
appeal of the venue.
(d) The City and the Partnership intend for the Entertainment Center to be designed,
developed, constructed, maintained, managed, used and operated substantially in accordance
with the criteria and procedures set forth herein.
(e) The City and the Partnership estimate that the Total Entertainment Center Costs
(defined in Section 1.29(a)(3)) is estimated to be $235250 million as of the date of this
Agreement. The City and the Partnership further estimate that the Venue Project Costs (defined
in Section 2.4) of the Entertainment Center will be approximately $185200 million, funded as
herein provided.
Section 1.2. Project Scope. Subject to the terms and conditions set forth in this
Agreement, (a) the City shall own the Entertainment Center; (b) the Partnership shall plan,
design, construct, complete and make operational the Entertainment Center, subject to the City’s
approval as provided herein; (c) pursuant to the City and the Partnership shall enter into a use and
lease agreement (the “Lease Agreement”) whereby (defined below) the Partnership shall occupy
and operate the Entertainment Center for the benefit of the public as provided therein, and (d) the
City and the Partnership shall fund their respective funding commitments as contemplated herein.
Section 1.3. Ownership of Entertainment Center.
(a) Land and Improvements. The City shall own the Entertainment Center and all
improvements (including without limitation, fixtures and equipment, as provided in Section
1.3(b)) existing or to be constructed thereon.
(b) Personal Property. All items of personal property (if any) that are purchased, in
whole or in part, with the City Construction ContributionNet Bond Proceeds (defined in Section
2.2(a)) or the Incremental Funding (defined in Section 2.3(a), if applicable, will be owned by the
City in accordance with the terms hereof, including any removable floor seating for the
Performance Hall. Items of personal property purchased with Partnership funds that become
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fixtures (other than trade fixtures (including kitchen equipment that constitutes trade fixtures)) or
otherwise are attached to the improvements in the Entertainment Center and/or that are
reasonably necessary to the operation of any such improvement (for example, elevators,
escalators, HVAC systems, security equipment, sound and lighting equipment, acoustic
materials, curtains, stage rigging and fixed audience seats at the Performance Hall) will be
owned by the City in accordance with the terms hereof. The Partnership may place or install in
or on the Entertainment Center other items of personal property (for example, furniture (other
than fixed audience seats at the Performance Hall), trade fixtures (including kitchen equipment
that constitutes trade fixtures) and office equipment) as the Partnership shall deem desirable for
its operation. Such items of personal property placed by the Partnership on or in the
Entertainment Center shall not become part of the real property, even if nailed, screwed, or
otherwise fastened to the improvements or buildings, but shall retain their status as personal
property.
Such personal property may be removed by the Partnership at any time, so long as the
Partnership is not in default under this Agreement and so long as any damage occasioned by such
removal is thereupon repaired. Likewise, such items of personal property purchased by
performing arts groups or private citizens (for example and without limitation, musical
instruments, sets, music, recordings and computers) shall not be owned by the City.
(c) Intellectual Property.
(1) “Intellectual Property” shall mean all intellectual property

rights of any kind and reasonably related rights with respect to the
Entertainment Center, (e.g., sublicensable license rights to a third party’s
intellectual property) including patent rights (whether design or utility),
copyrights, trademark and service mark rights, trade dress rights, utility
model rights, moral (personal) rights, rights of publicity, trade secret
rights, industrial design rights, and web site and internet domain rights,
excluding rights related to the filming of productions and performances at
the Entertainment Center and the subsequent replay and distribution
thereof (the excluded rights being collectively, the “Content Rights”).
(2) The Partnership hereby assigns, and ratifies and affirms all
prior assignments of, all Intellectual Property rights that it has or may have
that are not otherwise conveyed by other instrument or party, to the City,
excluding the Content Rights. The City will own all Intellectual Property
related to the plans and specifications for the construction of the
Entertainment Center (together with any other Intellectual Property
assigned to the City by the Partnership hereunder, the “City Intellectual
Property Rights”). The Partnership represents and warrants to the City
that it has the right and authority to transfer to the City all Intellectual
Property that it has or may have, in each case to the extent such
Intellectual Property is reasonably necessary for the City’s ownership,
operation and full enjoyment of the Entertainment Center. The City
assigns to the Partnership an irrevocable license during the term of the
Lease Agreement to use all City Intellectual Property Rights in connection
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with the construction, repair, replacement, remodeling, renovation, and
physical operation of the Entertainment Center.
(3) The City and the Partnership acknowledge that BB

Concepts, LLC, a Texas limited liability company (“Concepts”), will own
all Intellectual Property related to the Entertainment Center other than the
City Intellectual Property Rights and the Content Rights, (collectively, the
“Concepts Intellectual Property Rights”). The Partnership’s agreement
with Concepts shall assign to the Partnership and to the City an
irrevocable non-exclusive license during the term of the Lease to use all,
and that Concepts has previously granted a perpetual license of such
Concepts Intellectual Property Rights in connection with the operation of
the Entertainment Center. Uponto the City pursuant to that certain
Intellectual Property License Agreement dated as of March 25, 2009 (the
“IP License Agreement”). Upon the termination of the Partnership’s
agreement with Concepts, whether as a result of a termination of the Lease
Agreement or otherwise, Concepts shall assign the Concepts Intellectual
Property Rights to the City solely for use in connection with the operation
of the Entertainment Center. The term “Concessionaire” means
Concepts, B. Barnett Concessionaire, LLC, and their affiliates,
collectively andany of Concepts (i.e., the entity responsible for developing
concepts and intellectual property), B Concessionaire - Las Colinas, LLC
(i.e., the food and beverage operations concessionaire), B Retail, LLC
(i.e., the retail entity), and Blue Marble 360, LLC (i.e., the content entity),
either individually or collectively, together with any of their respective
affiliates and their respective successors, assigns, and substitute and
replacement entities. An “affiliate” of an entity is an entity that directly or
indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with a specified entity. For purposes of the
prior sentence, “control” means the power to direct or cause the direction
of the management and policies of the relevant entity, whether through the
ownership of voting securities, by contract, or otherwise.
(4) That certain Intellectual PropertyThe IP License Agreement

dated as of March 25, 2009 by and between BB Concepts, LLC, a Texas
limited liability company and the City, relating to the licensing of the
Concepts Intellectual Property Rights to the City is herebyapproved,
authorized and approved in substantially the form attached hereto as
Exhibit E, ratified and reaffirmed.
(5) The rights granted in Section 1.3(c)(2) above shall at all

times be subject to, and the Partnership agrees to be bound by, the
restrictions and licenses contained in the agreements the City has with the
creator, licensor or transferor of the City Intellectual Property Rights, to
the extent disclosed to the Partnership in advance and in writing; provided,
however, that the Partnership shall not be required by any such agreement

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to pay any amounts or to incur any substantial liability in respect of any
such restrictions and licenses.
(d) Tax Exemption. Pursuant to Section 334.044 of the Act, while an approved venue
project (such as the Entertainment Center), is owned, used, and held for public purposes by a
municipality, Section 25.07(a), Texas Tax Code, does not apply to a leasehold or other
possessory interest granted by a municipality. A venue project (such as the Entertainment
Center) is exempt from taxation under Section 11.11, Texas Tax Code, while a municipality
owns the venue project. To the extent requested by the Partnership, the City shall cooperate with
the Partnership in seeking a ruling from the Comptroller of Public Accounts of the State of Texas
confirming that items of tangible personal property (other than machinery or equipment and its
accessories and repair and replacement parts not incorporated into the real property and leased or
rented tangible personal property used in the performance of the construction) acquired by the
City pursuant to this Agreement shall be exempt from sales tax. The City and the Partnership
shall take reasonable steps to establish and maintain the foregoing exemption, including without
limitation, by (i) structuring construction contracts and subcontracts as “separated contracts”
within the meaning of the Texas Tax Code, containing separately stated contract prices for
materials and labor, (ii) executing and delivering an agreement or agreements between the City
and the Partnership providing for donation and assignment of items of tangible personal property
(including without limitation materials, equipment and supplies) to the City as and when
incorporated into the Entertainment Center (subject to other applicable provisions of this
Agreement regarding acceptance of improvements comprising the Entertainment Center by the
City, issuance of certificates of occupancy, compliance with construction codes, the timing of
general and special warranties) or as and when delivered to the Site (including any staging area
relating to the Entertainment Center), except that the construction contracts the Partnership
enters into with its contractors shall provide that for incorporated tangible personal property and
for delivered tangible personal property stored on or away from the Site, (x) the risk of loss shall
remain with the contractor until final completion and acceptance of the improvements; and (y)
special warranties given for the tangible personal property incorporated or stored shall not
commence until final completion and acceptance of the improvements, (iii) the City’s confirming
in writing to the Partnership the City’s acceptance of delivery of the donation of such tangible
personal property, and (iv) the Partnership’s issuing exemption certificates to its contractors
provided by the City and requiring that all contractors issue resale certificates to their
subcontractors, in each case claiming appropriate exemption from tax. If, despite the best efforts
of the parties, the Entertainment Center or any part thereof is ultimately subject to taxation by
any taxing authority, the Partnership shall be responsible for and shall pay same as and when
due. Provided, however, in such event the Partnership may credit the amount paid in property
taxes to the City of Irving in the year in which the Entertainment Center becomes taxable to the
payment of Fixed Rent (as defined in the Lease Agreement) to the City in that year. In no event
shall such credit exceed the amount of Fixed Rent due the City in such year.
Section 1.4. Design and Construction of Entertainment Center.
(a) Partnership’s Role. Subject to the provisions of this Agreement, the Partnership
will, or will cause persons and entities engaged by the Partnership to, plan, design, engineer,
construct and furnish the Entertainment Center. The Partnership will furnish, or will cause
persons and entities engaged by the Partnership to furnish, all materials, labor, facilities,
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furniture, fixtures and equipment, landscaping, signage and other items necessary to begin and
fully complete the construction of the Entertainment Center. The Partnership will comply with,
and will take commercially reasonable steps to cause its agents and contractors to comply with,
all requirements of law applicable to the construction of the Entertainment Center.
(b) City’s Role. The City shall have no responsibility for the cost of planning, design,
engineering construction, furnishing/equipping or operating the Entertainment Center (before,
during or after construction) except to the extent of the City Construction ContributionNet Bond
Proceeds provided below and obligations under the Lease Agreement. The Partnership will not
hold the City responsible for any costs of the Entertainment Center other than the City
Construction Contribution and the Incremental Funding, if applicableNet Bond Proceeds. The
City shall have no liability for any claims that may arise out of design or construction of the
Project, and the Partnership shall cause all of its contractors, architects, engineers, and
consultants to agree in writing that they will look solely to the Partnership, not to the City, for
payment of all costs and valid claims associated with the Entertainment Center.
Section 1.5. Architect(s) and Engineer(s). The Partnership shall have the right to select,
terminate and replace the architect(s) (each an “Architect”) and the engineer(s) (each an
“Engineer”) for the Entertainment Center, subject to the City’s approval or the approval of The
Beck Group, the City’s designee (the “City’s Designee”). The Architect and Engineers shall be
individuals or firms experienced with performing arts venues of the nature contemplated herein.
To the extent not already under binding contract as of the date of this Agreement, the Partnership
shall contractually obligate them to indemnify the Partnership and the City as joint indemnitees
consistent with the provisions of Chapter 130, Texas Civil Practices and Remedies Code and to
maintain insurance (including errors and omissions coverage) for the benefit of the Partnership
and the City as additional insureds, in each case in form and substance not less than is customary
for a City-operated design project with a similar scope. The Partnership shall be reimbursed for
the Venue Project Costs of the Entertainment Center incurred subsequent to the execution of the
Letter of Intent between the City and the Partnership dated July 24, 2008 as provided in Sections
1.30 and Section 2.3(c)only.
Section 1.6. Engineering. The Partnership shall require in its contracts with the
Architect or structural engineer (if the Partnership contracts directly with such structural
engineer) that the structural elements of the Entertainment Center be engineered in accordance
with generally accepted engineering practices and engineered at a standard for an estimated
useful life of the structural elements of not less than 40 years.
Section 1.7. Interconnectivity. The Partnership shall design, build and construct the
Entertainment Center such that the Entertainment Center is connected to and operates fully with
the City’s communication, technology and emergency systems.
Section 1.8. General Contractor. The Partnership shall have the authority, to select,
terminate and replace the general contractor(s) (each, a “General Contractor”) for the
Entertainment Center, subject to the reasonable approval of the City or the City’s Designee.
Section 1.9. City Participation in Project Design. In connection with designing the
Entertainment Center, the Partnership shall consult with the City or the City’s Designee. The

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City shall have the right to approve the design of the Entertainment Center. In addition, the City
or the City’s Designee shall: (i) enforce City code requirements applicable to the Entertainment
Center, (ii) verify that the design conforms to applicable City codes and general construction
ordinances and regulations, (iii) verify that the design conforms to the provisions of this
Agreement, including, but not limited to the Project Scope Criteria (defined below), (iv) approve
all connections or tie-ins between the Entertainment Center and existing and future City streets,
storm sewers, water and sewer facilities and utilities, (v) any matter involving an issue of public
safety, and (vi) approve the proposed vehicle access and circulation in order to maximize
efficient and effective traffic flow to and from public streets, during events held at the
Entertainment Center.
Section 1.10. Project Scope Verification. The Partnership will from time to time as
reasonably requested by the City or the City’s Designee verify to the City or the City’s Designee
that the Entertainment Center is being constructed substantially in accordance with the Project
Scope Criteria identified on Exhibit B attached hereto (as adjusted from time to time, the
“Project Scope Criteria”). To the extent the City or the City’s Designee has material concerns
about such verification that cannot be answered by the Partnership, to the City or the City’s
Designee satisfaction, the Partnership will cause the appropriate Architect, Engineer or General
Contractor to consult with the Partnership and the City or the City’s Designee regarding such
concerns. The Partnership may at any time or from time to time change any element of the
Project Scope Criteria with notice to the City or the City’s Designee; provided, however, that if
any such proposed change in the Project Scope Criteria would result in (i) a material decrease in
the capacity of the Performance Hall, the number of Restaurants or of the capacity of the Parking
Facilities, (ii) a material net increase in the anticipated future operating and/or maintenance costs
of the Entertainment Center upon completion, (iii) a material increase in the time to completion
of any component of the construction, (iv) a negative impact on public safety or (v) a material
increase or reduction in the Total Entertainment Center Costs, such change shall not be made by
the Partnership without first having been approved in writing by the City or the City’s Designee,
which shall not be unreasonably withheld or delayed.
Section 1.11. Walkway. The City and the Partnership shall cooperate in approving the
design and location of the Walkway during the design of the Entertainment Center. If the
mutually approved location of the Walkway causes a change in the configuration of the Site as
specified in Exhibit A, then this Agreement and the Lease Agreement will be amended
appropriately to cover the revised configuration.
Section 1.12. Joint Cooperation; Access for Planning and Development.
(a) Cooperation and Timely Response. During the planning, design, development and
construction of the Entertainment Center, the parties agree to cooperate and coordinate with each
other, and to assign appropriate, qualified personnel to this project. To ensure that neither the
design nor the construction of the Entertainment Center is delayed due to delays in the delivery
of the City responses or delays in other required City actions, the City shall assign at all times an
adequate number of City personnel to the Entertainment Center and shall respond and cause the
City’s Designee and other City personnel to respond in an expeditious manner to all submissions
and requests by the Partnership, the Architect, the Engineers or the General Contractor. The City
will make reasonable efforts to accommodate urgent or emergency requests during construction.
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The City may not unreasonably withhold, delay, or condition any consent or approval under this
Section.
(b) Access to Site and Site Records. The City has granted the Partnership access to
the Site under that certain Access and Due Diligence Agreement dated as of April 13, 2009
between the City and the Partnership to facilitate testing, planning, the preparation of plans and
specifications, demolition, environmental remediation and construction, the terms of such Access
and Due Diligence Agreement being incorporated herein by reference.
(c) Staging Area. The City grants the Partnership the right to use the areas of the 40
acres not included in the Entertainment Center lease or in the Convention Center plat (the
“Staging Area”) for construction staging purposes. The right to use the Staging Area is non-
exclusive and upon the City’s agreement with a hotel developer to locate a hotel on the site
adjacent to the Entertainment Center, the City must give the Partnership at least 90 days notice
that the developer of a hotel site intends to begin construction on the site and may terminate the
Partnership’s use of the Staging Area effective 30 days after the hotel site developer signs its
construction contract. The Partnership shall be responsible for all costs related to the relocation
of its construction materials and equipment, which costs may be designated a Venue Project
Cost.
Section 1.13. City Not Responsible. By performing the functions described in this
Article, the City or the City’s Designee shall not, and shall not be deemed to, assume the
obligations or responsibilities of the Partnership, Architect(s), Engineer(s) or General
Contractor(s), whose respective obligations pursuant to their respective agreements with the
Partnership shall not be affected by the City or the City’s Designee’s exercise of the functions
described in this Article. The City or the City’s Designee’s review of any plans or specifications
is solely for the City’s own purposes, and the City does not make any representation or warranty
concerning the appropriateness of any such plans or specifications for any purpose. The City’s
approval of (or failure to disapprove) any such plans and specifications shall not render the City
or the City’s Designee liable for same, and the Partnership assumes and shall be responsible for
any and all claims arising out of or from the use of such plans and specifications.
Section 1.14. Schedule of Projected Project Expenditures. The Partnership shall use
commercially reasonable efforts to adhere to any Schedule of Projected Project Expenditures
submitted pursuant to Section 1.29(a)(3). The Partnership will update the Schedule of Projected
Project Expenditures from time to time as appropriate. The City acknowledges and agrees that
the Entertainment Center project may be delayed by factors beyond the Partnership’s control,
including war; riots; civil commotion; terrorist acts or activities; acts of God; governmental
restrictions, regulations, or interferences; fire or other casualty; strikes; lockouts; labor shortages;
or shortages of or unavailability in obtaining materials; acts or failure to act by any governmental
authority (including changes in interpretation of building codes, ordinances, and regulations and
delays in issuing or failure or refusal to issue permits and approvals); casualty damage;
condemnation proceedings; or unusually adverse weather conditions; regardless whether any
such factor is similar to any of those enumerated or not (“Force Majeure”).
Section 1.15. Permits; Fees. The Partnership shall contractually obligate and cause each
General Contractor, architect, engineer and consultant working on the Entertainment Center to
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obtain (and to contractually obligate their respective subcontractors to obtain), as applicable, all
City permits, licenses and approvals required by law, rule, regulation or ordinance in connection
with the construction of the Entertainment Center and all other permits or approvals (if any)
issued by other governmental agencies, to the extent required by law. The Partnership shall cause
all work on the Entertainment Center to be performed in accordance with all applicable laws and
all directions and regulations of all government bodies/agencies having jurisdiction and in a good
and workmanlike manner. To the fullest extent permitted under applicable law, the City shall
take all actions permitted to be taken by the City to facilitate the construction and operation of the
Entertainment Center. The City, in its capacity as owner of the Site and not in its capacity as the
controlling municipal authority, shall cooperate with the execution, of permit applications and
other similar documents, as may be reasonably necessary for the work on the Entertainment
Center under this Agreement. The City waives all City of Irving permit, license, inspection,
impact, tap, and other fees in connection with the design, construction, repair, renovation, and
replacement of the Entertainment Center to the extent permitted by any law, statute, ordinance,
rule, regulation, order or determination of any Governmental Authority, including without
limitation any board of fire underwriters (or other private sector body exercising similar
functions), or any recorded restrictive covenant or deed restriction affecting the Entertainment
Center or the Site or, including, without limitation, all applicable zoning ordinances and building
codes, accessibility laws and codes, flood disaster laws, health laws and regulations, and
environmental laws (“Applicable Law”).
Section 1.16. Construction Contracts. The Partnership shall have the right and
responsibility to negotiate and enter into all contracts necessary for the design, engineering,
construction and completion of the Entertainment Center. The City’s Designee shall review all
construction contracts related to the construction of the Entertainment Center and shall have the
right to interpose objections concerning the contracts which objections shall be addressed by the
Partnership to the City and/or the City’s Designee’s satisfaction prior to commencement of the
contract. The Partnership shall grant the City or the City’s Designee reasonable access to any
and all construction contracts to enable the City or the City’s Designee to approve the contracts
and monitor the design and construction of the Entertainment Center as provided in this
Agreement. All contracts relating to the design, development, renovation and construction of the
Entertainment Center shall: (i) indemnify the City and its officers and employees against any
costs or liabilities thereunder, and (ii) acknowledge that the City has no obligations and liability
thereunder, and (iii) otherwise comply with the other requirements of this Agreement. In
addition, the construction documents utilized by the Partnership to govern construction of the
Entertainment Center shall be in such form and shall contain such terms as are customary for
significant real estate development construction contracts in the north Texas area. The
Partnership shall obtain the consent of the City or the City’s Designee regarding the form of
construction contract to be used by the Partnership, including with respect to how the
Partnership’s form of construction contract provides protections to the Partnership and the City
that are not substantially less than the protections in the comparable documents typically used by
the City for similar projects in terms of size, scope and cost.
Section 1.17. General Contractor Assurances. Unless otherwise agreed to by the City,
the Partnership shall contractually arrange for, or shall contractually require that each General
Contractor (or subcontractor, as reasonably determined by the Partnership) furnish appropriate
payment and performance bonds signed by a corporate surety or sureties authorized to do
Entertainment Center Development Agreement – 10 –
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insurance business in the State of Texas and licensed to issue surety bonds in the State of Texas,
with the Partnership and the City as joint obligees on the bonds (or other appropriate security),
indemnification (which shall include commitments to defend and hold harmless) and insurance
(including, as applicable, commercial general liability, builders risk, workers’
compensation/occupational health, auto liability coverage and excess umbrella coverage), in form
and substance customary for a project with a scope similar to the Entertainment Center. The
performance and payment bonds shall be written on such bond forms and shall contain such
terms as are customary for significant real estate development construction project performance
and payment bonds in the north Texas area. The form of performance and payment bond to be
used by the Partnership shall be approved by the City or the City’s Designee, and such form of
performance and payment bond must provide protections to the Partnership and the City that are
not substantially less than the protections in the comparable documents typically used by the City
for similar projects. Each such bond, indemnity and insurance policy shall inure to the benefit of
both the Partnership and the City; provided, however, that any funds received by the City or the
Partnership from any such bond, indemnity or insurance policy with respect to casualty losses
relating to the Entertainment Center shall be dedicated to payment of costs to complete the
Entertainment Center (or to repay debt that can be re-drawn to pay such costs). The Partnership
shall furnish to the City reasonable evidence of the performance and payment bonds,
indemnification and insurance provided by each General Contractor (or subcontractor, as
reasonably determined by the Partnership). Such insurance shall include commercial general
liability, builders risk, workers’ compensation/occupational health, auto liability and excess
umbrella coverage, each in form and substance not less than is customary for a construction
project with a scope similar to that of the Entertainment Center. The parties acknowledge and
agree that the Partnership may structure a bonding and insurance program at the level of any
General Contractor or (if commercially reasonable) at the subcontractor level to avoid
unnecessary duplication and expense. Notwithstanding the foregoing, in no event shall the
Partnership forgo any bonding at any General Contractor or subcontractor level unless the
Partnership has substantially equivalent coverage at the corresponding General Contractor or
subcontractor level, as applicable.
Section 1.18. Concessionaire Participation.
(a) The City’s participation in the Entertainment Center pursuant to this Agreement is
conditioned upon the participation of each Concessionaire specifically named in Section
1.3(c)(3) as the concession vendorvendors for the Entertainment Center. The Partnership
represents and warrants to the City that the Partnership has entered into, and the City has
approved as between the Partnership and each Concessionaire (but subject to any non-
disturbance that the City may enter into with any Concessionaire in the City’s reasonable
discretion), the following contracts with a Concessionaire (each a “Concessionaire Agreement”
and collectively the “Concessionaire Agreements”):
(i) Concepts Agreement dated as of May 28, 2010, between the Partnership
and BB Concepts, LLC, a Texas limited liability company;
(ii) Concession Agreement dated as of May 28, 2010, between the Partnership
and B Concessionaire-Las Colinas, LLC, a Texas limited liability company, dba Texas
Hospitality Group;
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(iii) Retail Sublease dated as of May 28, 2010, between the Partnership and B
Retail, LLC, a Texas limited liability company; and
(iv) Content Agreement dated as of June 3, 2010, between the Partnership and
Blue Marble 360, LLC, a Texas limited liability company.
(b) (a) The Partnership shall have entered into one or more contracts, acceptable to
the City, with the Concessionaire, no later than September 30, 2010, orEach Concessionaire
Agreement shall be in full force and effect with no defaults outstanding thereunder as a condition
to the City’s issuance of the Bonds (defined in Section 2.2(a)); otherwise, the City may terminate
this Agreement and its participation hereunder. The contract between the Partnership represents,
warrants and covenants to the City that each Concessionaire shallAgreement, to the extent
applicable, contains and shall contain, at a minimum, contain the following:
(i) GrantA grant of a non-exclusive, irrevocable license to the City of the

Concepts Intellectual Property Rights to the City for marketing and operation of the
(ii) Upon a default or termination of the Lease Agreement, the City, at its
election shall be able to assume the Partnership’s interest in the Concepts Intellectual
Property Rights.
(iii) Upon the replacement of the Partnership pursuant to Section 1.28(b)

herein, the contract(s)Concessionaire Agreements shall be assignable to any replacement
developer approved by the City pursuant to Section 1.28(b) or to the City, in the event a
replacement developer is not approved and the City assumes operation of the
(iv) Upon the replacement of the Partnership pursuant to Section 1.28(b)

herein, the Concessionaire’s agreement(s) with the Partnership, shall be assignable to any
replacement developer approved by the City pursuant to Section 1.28(b) or to the City, in
the event a replacement developer is not approved and the City assumes operation of the
(v) The City shall be a third-party beneficiary to the Concessionaire’s

agreement with the concert producer and promoter under Section 1.19.
Section 1.19. Promoter Participation. The City’s participation in the Entertainment

Center pursuant toobligations under this Agreement isare conditioned upon Concepts entering
into a booking agreement with a concert producer and promoter approved by the City no later
than September 30, 2010, or the City may terminate this Agreement and its participation
hereunder. . The City preapproves Live Nation, AEG Worldwide, and Front Line Management,
Inc. The Partnership and the City acknowledge that Concepts has entered into a Booking and
Consulting Services Agreement – Las Colinas Entertainment Center with Live Nation dated
effective as of November 19, 2009, and agree that such agreement or other agreement entered in
accordance with this Section 1.19 shall be in full force and effect with no default thereunder prior
to the issuance of the Bonds; otherwise, the City may terminate this Agreement and its
participation hereunder.
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Section 1.20. Repair and Replacement. The City shall establish a maintenance and
operations fund (the “Maintenance and Operations Fund”) to be used for ongoing maintenance
and repair of the Entertainment Center, including the replacement of fixtures and other
equipment necessary for the operation of the Entertainment Center. The Maintenance and
Operations Fund shall be administered by the City in cooperation with the Partnership. The
Partnership shall be able to request funds from the Maintenance and Operations Fund for
maintenance and repair of the Entertainment Center, subject to the City’s approval and
disbursement and subject to the City’s bond covenants.
Section 1.21. Additional Requirements. In connection with the design and construction
of the Entertainment Center, the Partnership shall take or contractually obligate the following
entities or persons to take the following actions and to undertake the following responsibilities:
(a) the Partnership shall provide to the City and the City’s Designee copies (both hard
copy and electronic format, to the extent the Partnership has both formats) of schematic design,
design development and construction plans and specifications for the Entertainment Center
(including revisions) as such plans and specifications are currently in existence and as completed
after the date hereof;
(b) in accordance with the requirements between the Partnership and the City with
regard to the development and construction of the Entertainment Center, the Partnership or such
person selected by and contracting with the Partnership shall provide the City and the City’s
Designee with a copy of the detailed construction schedule outlining the major items of work of
each major construction contractor, and any revisions to such schedule;
(c) the Partnership shall provide construction documents to the City and the City’s
Designee, signed and sealed by one or more registered professional architects or engineers
licensed in the State of Texas;
(d) the architect(s) of record shall have on-site observation responsibilities of a

standard as are customary for significant real estate development projects in the north Texas area
and of a standard at least comparable to that set forth in Section 2.6.5 of AIA Document
B141/CMA;
(e) the Partnership shall provide the City and the City’s Designee with reasonable
advance notice of regularly-scheduled construction meetings that involve the Partnership, any
General Contractor and the architect(s) or other similar engineering expert(s), and shall permit
the City and the City’s Designee to attend and observe such meetings as reasonably necessary to
monitor the project and shall provide the City and the City’s Designee with copies of such
construction schedules as are discussed and reviewed at any such regularly-scheduled
construction meeting;
(f) the Partnership or any General Contractor shall arrange for and be financially
responsible for site security;
(g) the Partnership or any General Contractor shall comply with, and shall require
that its agents and subcontractors comply with, all applicable laws regarding the use, removal,
storage, transportation, disposal and remediation of hazardous materials (defined below);
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(h) the Partnership or any General Contractor shall notify and obtain the City’s and
the City’s Designee’s approval (which shall not be unreasonably withheld or delayed) for all
field changes that directly result in material changes to preexisting plans for Entertainment
Center’s connections with City streets, storm sewers and utilities;
(i) the Partnership shall or shall cause its General Contractor to promptly repair,
restore or correct, on a commercially reasonable basis, all damage caused by the General
Contractor or its subcontractors to property or facilities of the City and to reimburse the City for
out-of-pocket costs actually incurred by the City that are directly related to the City’s necessary
emergency repairs or such damage;
(j) the Partnership shall provide the City with copies of all available building
systems, training, operation and maintenance manuals and materials for the Entertainment Center
within a reasonable time following completion of construction;
(k) the Partnership shall provide the City one complete set of as-built drawings (hard
copy and electronic format, to the extent the Partnership has both formats) for the Entertainment
Center within a reasonable time following completion of construction;
(l) the Partnership shall allow the City and the City’s Designee to conduct a
reasonable pre-final and final inspection of the Entertainment Center following substantial
completion of construction. Following substantial completion of construction, the Partnership
shall make available to the City and the City’s Designee, the Partnership’s proposed punch list
and shall reasonably consult with the City and the City’s Designee regarding such punch list;
provided, however, that the Partnership shall not be required to add to such list any item
proposed by the City or the City’s Designee unless such item constitutes an item of material
nonconformance to a technical specification set forth in the Project Scope Criteria. After (i) the
punch list items are performed to meet specifications, (ii) receipt of certification by the
Partnership’s Architect that the construction performed conforms in all material respects with the
approved plans and specifications, and (iii) a certificate of occupancy has been issued in
accordance with City ordinances, the City shall accept the Entertainment Center, provided,
however, that warranty obligations of the General Contractor and correction of defective work in
accordance with the Construction Contract shall not by such acceptance become the
responsibility of the City, but shall remain the responsibility of the General Contractor;
(m) the Partnership shall promptly obtain correction of defective work and shall cause
such work to be corrected in accordance with the Construction Contract;
(n) the Partnership shall submit its General Contractors’ haul routes to the City for
advance approval; and
(o) the Partnership shall cause to be performed any soils, construction and materials
testing appropriate for a project of this nature by certified independent laboratories under
contract to the Partnership or any General Contractor, and paid by the Partnership or such
General Contractors. During construction of the Entertainment Center, the Partnership shall
make available to the City and the City’s Designee, copies of the results of all such tests relating
to the Entertainment Center. After substantial completion of the Entertainment Center, the

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Partnership shall deliver to the City the results of all such tests not previously delivered to the
City or the City’s Designee.
If any of the foregoing entities or persons shall fail in a material respect to perform any of
its contractual obligations described above (or elsewhere under this Agreement), the Partnership
shall use commercially reasonable efforts to enforce such contractual obligations against such
entities or persons.
Historically Underutilized Businesses. In constructing the Entertainment Center, the Partnership
agrees to comply with the City’s Good Faith Effort Program. The Partnership shall retain the
services of The Burrell Group to assist in its compliance with the Good Faith Effort Program for
the design and construction of the Entertainment Center. The Partnership shall take all steps
reasonably necessary to comply with The Burrell Group and its recommendations.
Section 1.23. Leadership in Energy and Environmental Design. All construction of and
relating to the Entertainment Center, excluding the Parking Facilities, shall meet Leadership in
Energy and Environmental Design standards and the Partnership shall obtain U.S. Green
Building Council LEED minimum level certification for the building shell of the Entertainment
Center.
Section 1.24. City Police Powers. The Partnership recognizes the authority of the City
under its charter and ordinances to exercise its police powers in accordance with applicable laws
to protect the public health, safety, and welfare. Such powers extend to the Partnership’s or its
General Contractor’s construction activities on City property, and the Partnership recognizes the
City’s authority to take appropriate enforcement action in accordance with applicable laws to
provide such protection. Whenever, in the City’s judgment such action is required, the City shall
immediately notify the Partnership to resolve the situation. No lawful action taken by the City
pursuant to these police powers shall subject the City to any liability under this Agreement,
including without limitation liability for costs incurred by the General Contractor or the
Partnership, and as between the Partnership and the City, any such costs shall be the sole
responsibility of the Partnership and its General Contractor.
Section 1.25. Title and Mechanic’s Liens.
(a) Title. The Partnership agrees to do nothing before or during construction that
would cloud or otherwise prejudice the City’s ability to secure clear title to the Entertainment
Center and its constituent components; provided, however, that the Partnership shall have the
right to place a mortgage or deed of trust lien upon the Partnership’s leasehold interest in the
Entertainment Center as set forth in the Lease Agreement, but such mortgage or deed of trust lien
shall cover and affect only the Partnership’s leasehold interest in the Entertainment Center and
not the City’s fee simple title to the Entertainment Center and will be subject to this Agreement
and the Lease Agreement.
(b) Mechanic’s Liens. The Partnership agrees that the Partnership will not permit any
claim of lien made by any mechanic, materialman, laborer, or other similar liens to stand against
the Entertainment Center for work or materials furnished to the Partnership in connection with

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any construction, improvements, renovation, maintenance or repair thereof made by the
Partnership or any contractor, agent or representative of the Partnership. The Partnership shall
cause any such claim of lien to be fully discharged no later than thirty (30) days after the
Partnership’s receipt of written notice of the filing thereof; provided, however, that in the event
the Partnership, in good faith, disputes the validity or amount of any such claim of lien, and if the
Partnership shall either (i) give to the City such security as the City may reasonably require to
insure payment thereof and prevent any sale, foreclosure, or forfeiture of the Entertainment
Center or any portion thereof by reason of such nonpayment or (ii) cause such lien to be bonded
around in accordance with Texas law, the Partnership shall not be deemed to be in breach of this
Section so long as the Partnership is diligently pursuing a resolution of such dispute with
continuity and, upon entry of final judgment resolving the dispute, if litigation or arbitration
results therefrom, promptly discharges said lien.
Section 1.26. City Consents. Any consent or approval by or on behalf of the City and
the City’s Designee required in connection with the design, construction, repair, renovation,
replacement, or operation of the Project or otherwise under this Agreement shall not be
unreasonably withheld, delayed, or conditioned. Any review associated with any determination to
give or withhold any such consent or approval shall be conducted in a timely and expeditious
manner with due regard to the cost to the Partnership associated with delay.
Section 1.27. Right of the City to Make Inspection. The City and the City’s Designee
shall have the right, at reasonable times, and on reasonable notice, to enter the Entertainment
Center for the purpose of inspection of the progress of construction; provided, however, the City
and the City’s Designee shall comply with reasonable restrictions generally applicable to all
visitors to the Site that are imposed by the Partnership or its General Contractor or
subcontractors. If the Partnership is in material default under this Agreement beyond any
applicable cure period or in the event of an emergency which is not being timely addressed, the
City and the City’s Designee may enter the Site to make any repairs to the Entertainment Center
or any improvements thereon, both interior and exterior, and of every kind or nature which are
required of the Partnership under this Agreement but which the Partnership has failed to perform
after reasonable notice (other than in the case of an emergency in which notice is impossible or
impractical). The Partnership shall be obligated to reimburse the City the reasonable costs
incurred by the City for any such repairs. Nothing contained in this paragraph shall be deemed to
impose on the City any obligation to actually make repairs or alterations
Section 1.28. Conditions to City Funding.
(a) The City shall not be obligated to issue its Bonds (defined in Section 2.2(a)) to
fund the City Construction ContributionNet Bond Proceeds until it has received from the
Partnership an executed loan commitment or other funding commitment(s) from financial
institution(s) or investors in favor of the Partnership in form and content acceptable to the City,
and in an amount equal to the Total Entertainment Center Costs, minus the City Construction
Contribution and the Incremental Funding, if applicable,Net Bond Proceeds (the “Loan
Commitment”) such Loan Commitment containing no exceptions or qualifications to funding
other than the City’s issuance of its Bonds to fund the City Construction Contribution and the
bonds for any Incremental Funding, if applicableNet Bond Proceeds, and other normal and usual
conditions acceptable to the City; provided, however, that any comparable commitment obtained
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by a Concessionaire for any PPP Financing (as defined in the Lease Agreement) shall count
towards the Loan Commitment.
(b) If the Partnership does not obtain the Loan Commitment (including any such
commitment obtained by any Concessionaire for any PPP Financing) by September 30, 2010, or
does not close its financing by December 31, 2010, then the Partnership will use commercially
reasonable efforts to obtain a replacement developer acceptable to the City by June 30, 2011. If
the Partnership is able to obtain a replacement developer acceptable to the City, in the City’s sole
discretion, then the Partnership will assign its rights in this Agreement and related documents to
the replacement developer and will also cause Concepts to license Concepts Intellectual Property
Rights to the replacement developer. In such event, this Agreement will continue in full force
and effect with the replacement developer being substituted for the Partnership for all purposes
and the Partnership will have no future liabilities or obligations under this Agreement. If the
Partnership does not find a replacement developer acceptable to the City by June 30, 2011, then
this Agreement will terminate as of that date. The date on which the Partnership closes its
financing is referred to as the “Closing Date.”
Section 1.29. Conditions to Commencing Construction.
(a) Partnership’s Right to Start Construction. The Partnership shall not commence
any construction unless and until the following are satisfied:
(1) execution of this Agreement and the Lease Agreement by

both parties;
(2) approval, to the extent provided in this Agreement and in

accordance with the procedures set forth in this Agreement, of the plans
and specifications for the Entertainment Center for which the Partnership
is requesting permission to commence construction;
(3) the Partnership shall have provided the City with: (i) an
estimate of the total cost to plan, acquire, establish, develop, construct,
market and open the Entertainment Center (such estimate of total cost as
approved and from time to time updated, the “Total Entertainment
Center Costs”); (ii) an estimate of the Venue Project Costs, certified as
reasonable by the architect of record for the Entertainment Center or by
the Partnership’s third party construction cost consultant; (iii) a schedule
of construction, including the expenditure of the Total Entertainment
Center Costs, including the Venue Project Costs, on a monthly basis (as
updated and approved from time to time, the “Schedule of Projected
Project Expenditures”) that has been prepared by the architect of record
for the Entertainment Center or by the Partnership’s third party
construction cost consultant that has been approved by the City or the
City’s Designee; (iv) the executed Loan Commitment; and (v) unless
otherwise agreed to by the City, information reasonably satisfactory to the
City evidencing the existence of insurance and performance and payment
bonds as required by this Agreement for the Entertainment Center; and

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(4) the Partnership shall have obtained all building permits,
zoning and other approvals required for the Entertainment Center.
(b) Partnership’s Obligation to Start Construction. The Partnership shall have no

obligation to commence construction unless and until the following are satisfied; provided,
however, should it proceed with construction before said matters are addressed, it does so at its
own risk:

both parties;
(2) satisfaction of the other requirements of Section 1.29(a);

and
(3) the City shall have issued its bonds in an amount sufficient
to fund the City Construction ContributionBonds.
Section 1.30. Predevelopment Costs.
(a) The City shall pay and/or reimburse Venue Project Costs for the payment of
professional services costs of planning, establishing, and developing the Entertainment Center as
listed on the Predevelopment Budget set forth in Exhibit C from availablethe two percent (2%)
hotel occupancy tax revenues collected pursuant to Chapter 334, Texas Local Government Code,
as amended (“Brimer HOT Revenues”), if such funds are available. Such available Brimer
HOT Revenues may be used for the payment of the Venue Project Costs related to the planning,
establishing and developing the Entertainment Center that have incurred by the Partnership
subsequent to the execution of the Letter of Intent between the City and the Partnership dated
July 24, 2008. The amounts paid and/or reimbursed by the City pursuant to this Section shall be
the only funds available to the Partnership for the payment or reimbursement of Venue Project
Costs incurred prior to June 1, 2008 The Partnership shall pay $1,000,000 in predevelopment
costs. The City and the Partnership may modify the Predevelopment Budget in order to re-
allocate the costs and payments between line items, provided that the total approved
Predevelopment Budget does not increase.
(b) Payments to the Partnership for Predevelopment incurred pursuant to (a) above,
shall be made pursuant to a payment request (the “Payment Request”) to the City. The form of
such Payment Request is attached hereto as Exhibit D. All Payment Requests (up to the
Predevelopment Budget limit) shall be submitted in the same form to the City for payment. The
City shall review such payment request within 10 days and approve or disapprove payment
pursuant to the Payment Request. Cash payments from Brimer HOT Revenues pursuant to
request shall be made by the City within 5 days of the City’s approval of the Payment Request.
If payments pursuant to the Payment Request are made from the proceeds of bonds issued to
fund the commitment under (a) above, the City shall cause Bondbond proceeds to be available to
payment within the shortest timeframe available under the terms of the Bondbond documents
authorizing the Bondsbonds. To the extent Brimer HOT Revenues or bond proceeds are not
available for such payment, no such payments shall be due until such funds are available from
bond proceeds or Brimer HOT Revenues.

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(c) If this Agreement is terminated pursuant to Article IV, the Partnership shall only
be entitled to the amounts described in (a) above, but is not required to refund any amounts
previously paid by the City.
ARTICLE II
Section 2.1. Partnership Contribution.
(a) The Partnership shall be responsible for all Total Entertainment Center Costs in
excess of the City Construction Contribution, the Incremental Funding, if applicable, and any
amounts to be paid, reimbursed or funded by the City pursuant to the Lease AgreementNet Bond
Proceeds. The City and the Partnership currently expect that the Partnership will pay
approximately $50 million in private funds to plan, design, and open the Entertainment Center.
The amounts paid and to be paid by the Partnership in connection with the foregoing (exclusive
of the City Construction Contribution, the Incremental Funding, if applicable, and any amounts
to be paid, reimbursed or funded by the City pursuant to the Lease AgreementNet Bond
Proceeds) are referred to in this Agreement as the “Partnership Contribution.”; provided,
however, that any proceeds of a PPP Financing obtained by any Concessionaire shall count
towards the Partnership Contribution.
(b) If the Partnership chooses to redesign the Entertainment Center pursuant to

Section 2.2 below, the Partnership may revise the Partnership Contribution. The City shall have
the right, however, to review such Partnership Contribution in connection with its review of the
revised Entertainment Center design and shall reasonably cooperate with the Partnership to agree
on a Partnership Contribution for the Entertainment Center. If the City and the Partnership
cannot agree, the City and/or the Partnership may terminate this Agreement pursuant to Article
IV.
Section 2.2. City Construction Contribution.Net Bond Proceeds.
(a) Structure of the Bonds. The City proposes to issue bonds (or, at the City’s option,
have a local government corporation acting on behalf of the City issue bonds) to the extent
permitted by applicable law to provide funds for a portion of the Venue Project Costs as follows
(collectively, the “Bonds”):
(i) EC Bonds. “EC Bonds”, the payment of which will be secured on a

senior basis by a pledge of revenues received by the City from Brimer HOT Revenues,
refunds from the State of state sales taxes and state mixed beverage taxes from the
Entertainment Center, State hotel occupancy tax from the EC Hotel, and City sales taxes
and City mixed beverage taxes from the Entertainment Center (the foregoing revenues
being collectively referred to as the “Tax Exempt Revenues”), and “Build America
Bond” interest rate subsidies related to the EC Bonds, and on a subordinate basis by a
pledge of revenues from the City’s 7% hotel occupancy tax.
(ii) Taxable EC Bonds. “Taxable EC Bonds”, the payment of which will be

secured on a senior basis by a pledge of revenues received by the City in the form of
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Parking Taxes and Ticket Taxes, and Fixed Rent and Additional Rent payable under the
Lease Agreement (all the foregoing items being as defined in the Lease Agreement)
(collectively, the “Taxable Series Payments”), and on a subordinate basis by a pledge of
Tax Exempt Revenues in excess of the amounts required to be applied to the EC Bonds,
as limited by the terms of the ordinance(s) authorizing the EC Bonds and/or Taxable EC
Bonds.
(a) Obligation and Amount. The City’s out-of-pocket financial contribution under this
Agreement to the Venue Project Costs is and shall be limited to theThe amount of the net
proceeds from the issuance of the City’s hotel occupancy tax revenue bonds issued by the City
pursuant to the Act (the “Bonds”), being a maximum of the lesser of (ii) the amount of bond
proceeds available from the City’s financing of the Brimer HOT Revenues, or
(ii)$120,000,000Bonds, up to a maximum equal to $200,000,000 less costs funded by the City,
whether from Brimer HOT Revenues or, Bond proceeds under Section 1.30.1.30 or otherwise,
will be referred to as the “Net Bond Proceeds”. In no event shallwill the City have any
obligation or commitment to fund more than said amount, subject to Section 2.3. The City’s
financial contribution to the cost of constructing the Entertainment Center, excluding the
Incremental Funding, if applicable, is referred to herein as the “City Construction
Contribution.”provide funds for the cost of construction of the Entertainment Center other than
the Net Bond Proceeds; in addition, in no event shall the City have any obligation or
commitment to issue the Bonds if the rating on any series of Bonds would be less than one of the
four highest long-term rating categories for such Bonds. Upon the Partnership’s demonstration
of compliance with Section 1.28 and satisfaction of all other conditions to issuance herein, the
City shall raise the City Construction Contribution through the issuance and sale ofissue and sell
the Bonds as authorized by the Act and Chapter 51 of the Local Government Code, subject to the
provisions below.
(b) The City Construction Contribution shallamount of the Net Bond Proceeds will be
determined as determined by the City no later than December 1, 2009,September 30, 2010, and,
pursuant to the advice of the City’s financial advisor, shallwill be based on the bonding capacity
of the Brimer HOT Revenuesfor the various revenue streams pledged to secure the Bonds under
then current financial market conditions as determined by the City. The City shall notify the
Partnership of the amount of the City Construction ContributionNet Bond Proceeds no later than
December 1, 2009. September 30, 2010.
(c) Upon the notification of the City pursuant to (b) above that the amount of the City
Construction ContributionNet Bond Proceeds will be less than the estimated Venue Project
Costs, the Partnership shall have the following rights:
(i) Subject to the City’s approval, the Partnership may redesign the
Entertainment Center and reduce the Venue Project Costs to an amount that is less than
or equal to the amount of Net Bond proceedsProceeds available from the issuance of the
City’s Bonds issued pursuant to Section 2.2(a) above, and the Incremental Funding as
determined in Section 2.3.. The Partnership shall submit revised plans for the
Entertainment Center and revised Total Entertainment Center Costs and revised Schedule
of Projected Project Expenditures to the City within 60 days of the City’s notification in
(b) above for the City’s approval. If the Partnership chooses not to reduce the Venue
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Project Costs to an amount that is less than or equal to the City Construction
Contribution, and the Incremental FundingNet Bond Proceeds and does not choose to
fund the deficit with its private financing pursuant to (iii) below, the City and/or the
Partnership shall have the right to terminate this Agreement pursuant to Article IV herein.
Upon submission of revised plans for the Entertainment Center, the City and the
Partnership shall reasonably cooperate on the redesign of the Entertainment Center,
including the Partnership Contribution, in order to reach agreement on the final design,
the Venue Project Costs and the Total Entertainment Center Costs. However, if the City
and the Partnership cannot reach an agreement, the City and/or the Partnership may
terminate this Agreement pursuant to Article IV herein. After the expiration of 90 days
from the date the Partnership submits a revised design of the Entertainment Center to the
City, if the Partnership and the City have not reached agreement and have not terminated
this Agreement, the Agreement shall automatically terminate.
(ii) Upon the City’s notification in (b) above, the Partnership may notify the
City that it desires that the City fund the City Construction ContributionNet Bond
Proceeds in the amount of the Venue Project Costs by construction of the Entertainment
Center in two phases based on the sum of (1) the aggregate amount of net proceedsNet
Bond Proceeds the City estimates that it will be able to obtain from the issuance of the
Bonds (not to exceed an aggregate of $120,000,000) pursuant to (a) above, and the
issuance of bonds for the Incremental Funding (in an amount determined by the
City200,000,000) pursuant to Section 2.3(b) herein)2.2(a) above and (2) the Partnership
Contribution. If the Partnership proposes phasing of the construction of the
Entertainment Center, it will deliver to the City revised development drawings for the
phases of the Entertainment Center and revised Total Entertainment Center Costs, Venue
Project Costs and Schedule of Projected Project Expenditures for the first and second
phases of the Entertainment Center. Any phasing plan submitted by the Partnership
pursuant to this Section shall provide that the Performance Hall, the EC Hotel, and the
Walkway are constructed in the first phase. The Partnership shall submit such revised
plans and estimates within 60 days of its notification to the City of its proposal to proceed
in phases pursuant to this Section. The City shall approve or reject the revised estimates
within 30 days of receipt thereof. If the City does not approve the revised plans and
estimates within 30 days, the City and/or the Partnership may terminate this Agreement
pursuant to Article IV herein. If the City approves the revised plans and revised Total
Entertainment Center Costs, Venue Project Costs and revised Schedule of Projected
Project Expenditures for the two phases of the Entertainment Center, then the City will
proceed with the issuance of the Bonds and the bonds for the Incremental Funding for,
subject to the provisions of Section 2.2(d) and Section 2.3(b), for the first phase of the
Entertainment Center, and the Partnership will proceed with the construction of the first
phase in accordance with this Agreement upon deposit of the net proceedsNet Bond
Proceeds from the Bonds and the bonds for the Incremental Funding in the Venue Project
Fund and upon the PartnershipsPartnership’s satisfaction of the requirements of Section
1.28 herein. The Partnership may subsequently request that the City determine whether
the market has improved sufficiently that the City will be able to issue additional hotel
occupancy tax revenue Bonds and additional revenue bonds for additional Incremental
FundingBonds to obtain sufficient aggregate net proceedsNet Bond Proceeds to fund the
construction of the second phase of the Entertainment Center (not to exceed
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$120,000,000200,000,000 for the total City Construction Contribution and the amount
determined by the City pursuant to Section 2.3(b) herein for the Incremental
Funding.)Net Bond Proceeds). If the City determines that the market has improved
sufficiently, then the City will proceed with the issuance of the additional Bonds and the
bonds for the Incremental Funding for the second phase of the Entertainment Center and
the Partnership will proceed with the construction of the second phase in accordance with
this Agreement upon deposit of the net proceedsNet Bond Proceeds from the Bonds and
the bonds for the Incremental Funding in the Venue Project Fund based on the aggregate
amount of additional net proceedsNet Bond Proceeds deposited by the City in the Venue
Project Fund. The City shall proceed only if the Partnership has demonstrated
compliance with the requirements of Section 1.28 herein. If the City determines that the
additional net proceedsNet Bond Proceeds deposited by the City will be less than the
amount of the approved Venue Project Costs for the second phase, then the Partnership
shall have the right to submit revised development drawings, revised Total
Entertainment Center Costs, Venue Project Costs and Schedule of Projected Project
Expenditures for the second phase to the City. The Partnership shall submit such revised
Total Entertainment Center Costs within 60 days of the City’s notification that the
estimated deposit from the proceeds of additional Bonds and additional Incremental Fund
bonds is anticipated to be less than the remaining Venue Project Costs. The City shall
approve or reject such revised estimates within 30 days of receipt thereof. If the City
does not approve the revised estimates, the Partnership and the City shall cooperate to
revise the phase two development drawings to reach Total Entertainment Center Costs,
Venue Project Costs and a design for phase two of the Entertainment Center that are
mutually acceptable to both parties. If the Entertainment Center is built in two phases,
the $1,000,000 in Fixed Rent (as defined in the Lease Agreement) and the $250,000
maximum payments of Additional Rent (as defined in the Lease Agreement) for Festival
and naming rights shall be multiplied by a fraction (not greater than 1.0) whose
numerator is the sum of the net Bond proceeds and net Incremental FundingNet Bond
Proceeds for the first phase and whose denominator is $120,000,000,200,000,000, until
the second phase is completed and operational. Upon the City’s approval of the
foregoing, the Partnership will proceed with the construction of the second phase; or
(iii) The Partnership may, in its sole discretion, fund the deficit in the Venue
Project Costs, with such deficit and interest thereon being reimbursed by the City from
Brimer HOTTax Exempt Revenues and Taxable Series Payments, if any, in excess of
such revenues required to pay debt service on the Bonds and such revenues required to
fund a reserve for other uses as specified in the Lease Agreement and/or the Bond
Ordinance(s) authorizing the issuance of the Bonds, as such excess revenues become
available for those Venue Project Costs incurred subsequent to the issuance of Bonds.
Venue Project Costs incurred subsequent to July 24, 2008 but prior to the issuance of the
Bonds shall be reimbursed at the City’s option. If no such excess Brimer HOT
Revenuesrevenues exist or such revenues are insufficient to reimburse the Partnership,
the City shall have no obligation to reimburse the Partnership from any other source. The
Venue Project Costs in excess of the proceedsNet Bond Proceeds available from the sale
of bonds pursuant to (a) above and any Incremental FundingBonds pursuant to Section
2.3,2.2(a) above and that are to be funded by the Partnership’s private financing, shall be
reflected in the Loan Commitment under Section 1.28 herein.
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(iv) The Partnership may find a replacement developer as specified in Section
1.28(b) herein.
(v) The Partnership may terminate this Agreement pursuant to Article IV

herein.
(d) If the City Construction ContributionNet Bond Proceeds determined pursuant to

(b) above plus the proceeds from any Incremental Funding is sufficient to fund the Venue Project
Costs or the City has agreed to proceed with construction of the Entertainment Center in phases
pursuant to (c)(ii) above, the City shall use its reasonable and best efforts to obtain funds from
the issuance, sale, and delivery of the Bonds, in one or more series, on a taxable and/or tax-
exempt basis, in an amount that is net after providing for the payment of issuance costs, the
creation of reserves, and the deposit of capitalized interest, and upon terms and conditions that
conform to Applicable Law and that are satisfactory to the City, equal to the full amount of the
City Construction ContributionNet Bond Proceeds determined pursuant to Section 2.2(a) above;
and the City is able to market or obtain assurances from reputable investment banking firms or
municipal bond underwriters selected by it of its ability to market and sell on a timely basis the
Bonds, that will provide net proceedsNet Bond Proceeds in the amount of the City Construction
Contributiondetermined pursuant to Section 2.2(a) above, the City agrees to authorize and issue
the Bonds. The City shall deposit the bond fundsNet Bond Proceeds pursuant to the ordinance(s)
authorizing the issuance of the bondsBonds (the “Bond Ordinance”), and shall reserve such
funds for payment of approved Venue Project Costs as requested from time to time by the
Partnership in accordance with the terms of the Bond Ordinance. The principal amount,
structures, maturities, interest rates, provisions and special terms of the Bonds and any other City
financing shall be as approved by the City; provided, however, in no event shall it be secured by
a lien, security interest or any similar interest in the Entertainment Center. The City
Construction ContributionNet Bond Proceeds shall only be obtained through the issuance of the
Bonds described herein or from other available Brimer HOT Revenues. Should market
conditions exist that make it impossible or cost prohibitive (in the reasonable opinion of the City
and the City’s financial advisors) to issue the Bonds, the Partnership shall have no right to
demand the City Construction ContributionNet Bond Proceeds from any other funds of the City,
including the City’s ad valorem tax revenues.
Section 2.3. Incremental Funding. [Intentionally deleted].
(a) The Partnership reserves the right to request the City to issue non-recourse special
revenue bonds (the “Incremental Funding”) to aid the Partnership in providing funds for Venue
Project Costs. If the City is so requested, the Partnership shall obligate itself to pay rent that is
additional to the base rent paid pursuant to the Lease Agreement (the “Fixed Rent”) and/or other
payments or collections under the Lease Agreement, including a Parking Tax and a Ticket Tax
(at rates specified by the Election) to the City (all of such amounts, including, to the extent
available and authorized by law, any State funds received by the City relating to the operation of
the Entertainment Center and dedicated by the City to the Entertainment Center project, the
“User Incremental Funding Payments”), if necessary to market the special revenue bonds. If
the City is requested to provide Incremental Funding, it will pledge all of the User Incremental
Funding Payments as the payment of and as the security for such bonds, as authorized by law, to
generate all or any portion of the Partnership Contribution or any cost overruns. Bonds issued as
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part of the Incremental Funding, if any, shall not be secured by or payable from any portion of
the Brimer HOT Revenues, the City’s ad valorem taxes, or by any other funds or resources of the
City except the User Incremental Funding Payments, to the extent available, or by any lien or
other security interest in the Entertainment Center. If the City issues bonds for the Incremental
Funding, the proceeds will not become part of or in any way reduce the City Construction
Contribution.
(b) No later than December 1, 2009, the Partnership, in consultation with the City’s
financial advisor and/or underwriters of the bonds shall determine the amount of the estimated
net proceeds of the Incremental Funding that can be obtained pursuant to (a) above. The
Partnership shall notify the City of such Incremental Funding amount. The City shall have the
right to review the proposed financing plan for the Incremental Funding in order to determine its
reasonableness and feasibility. The City shall determine, within 30 days of the receipt of the
information from the Partnership concerning the Incremental Funding, whether the financing
plan is acceptable to the City. If the City determines that the Incremental Funding financing plan
is not feasible or reasonable in the form presented by the Partnership, the City shall give notice to
the Partnership and the Partnership shall have the right to revise the financing plan for the
Incremental Funding and re-submit such plan to the City. The Partnership shall have 60 days
from the date it receives notice from the City in which to re-submit its financing plan for the
Incremental Funding. If, upon resubmission of the financing plan for the Incremental Funding,
the City determines that the Incremental Funding is still not feasible or reasonable, the City shall
notify the Partnership of the amount of Incremental Funding the City believes, in good faith is
reasonable and feasible, and the Partnership shall have the right to revise the Entertainment
Center design and reduce the Venue Project Costs, Total Entertainment Center Costs and
Schedule of Projected Project Expenditures to exclude any proceeds from the Incremental
Funding. If the Partnership chooses not to reduce the Venue Project Costs to an amount that is
less than or equal to the City’s Construction Contribution and the available Incremental Funding,
if any, the City and/or the Partnership shall have the right to terminate this Agreement pursuant
to Article IV herein. Upon submission of revised plans for the Entertainment Center, the City
and the Partnership shall reasonably cooperate on the redesign of the Entertainment Center,
including the Partnership Contribution, in order to reach agreement on the final design and the
Total Entertainment Center Costs, Venue Project Costs, and Schedule of Projected Project
Expenditures. However, if the City and the Partnership cannot reach an agreement, the City
and/or the Partnership may terminate this Agreement pursuant to Article IV herein. After the
expiration of 90 days from the date the Partnership submits a revised design of the Entertainment
Center to the City, if the Partnership and the City have not reached agreement and have not
terminated this Agreement, the Agreement shall automatically terminate. If, upon submission or
re-submission of the financing plans for the Incremental Funding, the City agrees that such plan
is reasonable and feasible, the City will use its good faith efforts to issue taxable bonds secured
solely by the User Incremental Funding Payments (and any other revenues determined by the
Partnership in its sole discretion, in consultation with the City’s financial advisor and the
underwriters).

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Section 2.4. Venue Project Costs. The Venue Project Costs of the Entertainment
Center (collectively, the “Venue Project Costs”) shall be costs for which funds from the Venue
Project Fund may be used under the Act, including without limitation the following:
(a) land preparation costs, including without limitation (i) all environmental testing,
remediation and sampling necessary with respect to the Site; (ii) surveys, (iii) soils and
hydrological testing and studies, (iv) engineering work and (v) the cost of designing and
constructing or renovating internal utilities that will be necessary or convenient to service the
Entertainment Center;
(b) land planning, design, architectural and engineering costs incurred by the
Partnership or the City for the preparation of plans, specifications and designs for the
(c) costs incurred by the Partnership to construct, equip, and furnish the
Entertainment Center, including for appropriate construction oversight and assessments by the
Architect, Engineers and other consultants;
(d) all on site work and off-site connection work to cause utilities to be available at
the Entertainment Center, utility relocation and street improvements;
(e) fees and expenses of the General Contractor, subcontractors, consultants and other
similar persons incurred by the Partnership, directly or indirectly in connection with the
planning, design, engineering, construction, equipping and furnishing of the Project;
(f) costs incurred by the Partnership in connection with removing, or providing

security for, any material lien or encumbrance that arose in connection with the design,
engineering, construction, equipping or furnishing of the Entertainment Center;
(g) costs incurred for any “related infrastructure” (as such term is defined in the Act)
that is not located on the Site and including without limitation (A) costs of detention facilities
and other related infrastructure improvements and (B) costs of acquiring right-of-way for
designing and constructing various necessary roadway improvements which otherwise might
constitute “related infrastructure;”
(h) commercially reasonable general and administrative expenses of the Partnership

allocable to the administration or oversight of the activities contemplated in clauses (a) through
(h) above and incurred by the Partnership, directly or indirectly, in connection with the planning,
design, engineering, construction, equipping and furnishing of the Entertainment Center;
(i) zoning and land use issues and confirmation that all zoning and land use
ordinances, codes and laws allow the development and construction of the Entertainment Center
as contemplated by this Agreement, and/or the availability of variances and special use permits
for any non-compliance);
(j) fees paid by the City to the City Designee and other reasonable out-of-pocket fees
paid relating to its oversight and administration of the construction of the Entertainment Center,
including any deductible paid pursuant to Section 6.25 herein; and
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(k) such other costs and expenses as the parties hereto shall mutually approve in
writing.
Section 2.5. Non-Venue Project Costs. Venue Project Costs do not include costs
incurred by the Partnership relating to the start up business costs of the Partnership or any
overhead costs of the Partnership that are not directly related to the construction costs of the
Section 2.6. Partnership Project Cost Account(s). Subject to any requirements imposed
by any lender to the Partnership, the Partnership shall establish one or more accounts (each, a
“Partnership Project Cost Account”) at one or more depository institutions that have one or
more branches located in the City, into which account any cash amounts, including but not
limited to any proceeds actually drawn from any financing (other than net proceeds of the
Incremental Funding, if applicable, which will be deposited in the Venue Project Fund and
administered by the City pursuant to the ordinance authorizing the Incremental Funding) to be
used for the Partnership Contribution and other purposes, along with any subsequent
contributions by the Partnership for Overruns (defined in Section 2.10 below), shall be deposited.
The Partnership acknowledges that funds in the Partnership Project Cost Accounts shall be
dedicated primarily to the payment of Total Entertainment Center Costs. The Partnership will
furnish to the City a quarterly report of disbursements from the Partnership Project Cost
Accounts for both Total Entertainment Center Costs and Venue Project Costs. The Partnership
Project Cost Accounts shall be administered and controlled (including signatory authority) by the
Partnership and funds in such account shall be disbursed by the Partnership. Pending
disbursement of funds in the Partnership Project Cost Accounts, the Partnership shall invest such
funds only in appropriate investments permitted and authorized by the investment policy adopted
by the Partnership as in effect from time to time. If funds remain in the Partnership Project Cost
Accounts after the completion of the Entertainment Center and the payment of all Total
Entertainment Center Costs pursuant to the terms hereof, then such funds shall thereafter be used
for operation of the Entertainment Center, for repayment of indebtedness incurred by the
Partnership, or for any other purposes as determined by the Partnership.
Section 2.7. Creation and Control of Funds, Payment of Project Costs
Section 2.7. (a) City’s Statutory and Bond Ordinance Funds.Creation and Control of
Funds, Payment of Venue Project Costs. The City has established the “Venue Project Fund” as
required by the Act, and shall maintain the same at its lawful depository bank, separate and apart
from all other accounts and funds of the City. Money on deposit in the Venue Project Fund may
be invested in accordance with applicable laws. 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 and
provisions of the Bond Ordinance, and as and by 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 Bonds and to provide for the payment
of the City’s share of each installment payment of approved Venue Project Costs that are to be
paid from the proceeds of the Bonds. The City shall establish in the Bond Ordinance such funds
and accounts as may be required by underwriters, investors, rating agencies, and credit providers,
to the extent permitted by and consistent with the Act and other applicable laws.
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Section 2.8. Payment of Venue Project Costs. The Bond Ordinance shall provide that
the trustee for the Bonds shall disburse funds held pursuant to the Bond Ordinance to pay Venue
Project Costs upon due completion of a Payment Certificate (defined below) authorizing such
payment, in the manner set forth below:
(a) “Payment Certificate” shall mean a written certificate in the form that shall be
attached to the Bond Ordinance, executed by the Partnership, a copy of which is provided to the
City’s Designee. The Payment Certificate shall, at a minimum:
(i) (A) reasonably identify and represent that the identified Venue Project
Costs are due and owing and authorized to be paid pursuant to such Payment Certificate,
(B) specify the portions of the identified Venue Project Costs that are approved venue
project costs, and (C) certify that the amounts payable do not include contract retentions
(other than those that are due);
(ii) have attached to it a copy of an invoice(s) relating to such Venue 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 materials;
(iii) contain, in the case of any Venue Project Cost covered by such Payment
Certificate that was incurred in connection with services, goods or materials provided by
the General Contractor or any other contractor, has been executed by the Project
Architect for the purpose of confirming that such services, goods or materials have been
satisfactorily delivered or completed as the case may be;
(iv) contain, in the case of any Venue Project Cost covered by such Payment
Certificate that was incurred under contracts providing for the fees of the Partnership, or
any of their respective employees or agents has been executed by the City’s Designee for
the purpose of confirming that the amount reflected in the invoices attached to such
Payment Certificate with respect to such Venue Project Cost is consistent with the terms
of the written contract pursuant to which such Venue Project Cost was incurred;
(v) be executed by the Partnership or its designee to certify that the fees,
costs, expenses and other charges reflected on the Payment Certificate constitute Venue
Project Costs and are due and owing; and
(vi) contain wiring information for the payments made pursuant to the
Payment Certificate, which may specify that payment is made to the Partnership for
distribution to authorized and identified payees.
(b) If a Payment Certificate is otherwise completed and executed in accordance with

Section 2.7(a) above and is submitted to the City’s Designee, then the City or the City’s
Designee shall promptly, and in no event later than five (5) business days after receipt of the
Payment Certificate by the City’s Designee, note the City’s approval of payment thereunder from
funds held under the Bond Ordinance and return it to the Partnership and the trustee for the funds
held under the Bond Ordinance. The City shall or shall cause the City’s Designee to respond
promptly and expeditiously, and in no event later than five (5) business days after receipt thereof,
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to all requests by the Partnership or its designee relating to Payment Certificates. If the City or
the City’s Designee timely disapproves or questions the correctness or authenticity of the
Payment Certificate by delivering a detailed notice to the Partnership, then payment with respect
to disputed portion(s) of the Payment Certificate shall not be made until the Partnership and the
City or the City’s Designee have jointly settled such dispute. The City, the City’s Designee, and
the Partnership shall meet promptly and cooperate in good faith to resolve any such disputes as
expeditiously as possible.
Section 2.9. Rights to Audit.
(a) The Partnership shall have the right to audit, upon reasonable notice and, at its
own expense, all of the City’s expenditures and financial records related to the financing of the
City Construction Contribution, any Incremental Funding,Bonds and, if applicable, Brimer HOT
revenues in excess of the amount of such revenues required to pay debt service on the Bonds.
Upon written request by the Partnership, the City shall give the Partnership access to all records
controlled by, or in the direct or indirect possession of the City (other than records subject to
legitimate claims of attorney-client privilege) relating to the Venue Project Fund and the funds
and accounts therein and Brimer HOT Revenues, and permit the Partnership to review and copy
such records in connection with conducting a reasonable audit of such accounts.
(b) The City shall have the right to audit, upon reasonable notice and at its own
expense, records with respect to the Partnership Project Cost Accounts and to the expenditure of
funds to pay Venue Project Costs from the Partnership Project Cost Accounts. Upon written
request by the City, the Partnership shall give the City access to those certain records controlled
by, or in the direct or indirect possession of, the Partnership (other than records subject to
legitimate claims of attorney-client privilege) with respect to the amounts deposited to and
withdrawn from the Partnership Project Cost Accounts and the expenditure of Venue Project
Costs from the Partnership Project Cost Account, and permit the City to review such records in
connection with conducting a reasonable audit of such fund and account.
(c) The City and the Partnership shall reasonably cooperate with the assigned
independent auditors (internal or external) in this regard, and shall retain and maintain all such
records for at least 3 years from the date of completion of the Entertainment Center. All audits
must be diligently conducted.
Section 2.10. Cost Overrun Funding Commitment. The Partnership is responsible for
funding (i) all approved Venue Project Costs in excess of the City Construction Contribution, and
the Incremental Funding, if applicable,Net Bond Proceeds (ii) all non-Venue Project Costs
included in the Total Entertainment Center Costs, and (iii) all Venue Project Costs in excess of
the Total Entertainment Center Costs (such excess costs being “Overruns”); provided, however,
that any PPP Financing obtained by any Concessionaire may be used to satisfy in whole or in part
the Partnership’s obligations with respect to the Overruns. If the City reasonably determines at
any time that there will be any Overruns, then the City may deliver to the Partnership a notice
(signed by the City and describing in reasonable detail the basis on which the City has made such
determination) requesting that the Partnership either (a) furnish to the City reasonable evidence
of the Partnership’s existing financial ability to complete the Entertainment Center in accordance
with this Agreement with no Overruns, including those known or reasonably foreseeable or (b)
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deposit funds or deliver reasonable evidence of additional financing, in an aggregate amount
sufficient to cover the projected Overruns or otherwise provide proof of the availability of
sufficient Partnership funds. Prior to delivering the notice described in the first sentence of this
Section, the City may deliver to the Partnership a request signed by the City that cites this
Section, expresses that the City has a good faith concern about the Partnership’s financial ability
to complete the Entertainment Center due to Overruns as described in this Section, and requests
reasonable access to Partnership records in the possession and reasonable control of the
Partnership for the purpose of determining whether there is a sound basis for the City to invoke
this Section. Upon receiving any such written request, the Partnership shall reasonably cooperate
with the City to make Partnership records relating to the Venue Project Costs expended, whether
there will be any Overruns, and the funding or financing of any Overruns available for review by
the City (at the Partnership’s offices during reasonable office hours on reasonable notice).
Section 2.11. Quarterly Reports. During the period prior to the substantial completion of
the Entertainment Center, the Partnership shall furnish to the City, as promptly as practicable
after the end of each calendar quarter, a quarterly report regarding the Entertainment Center that
describes, in reasonable detail, the amount of Project Costs that have been funded through the
Project Cost Payment Account in construction of the Entertainment Center during the applicable
fiscal quarter.[Intentionally deleted.]
Section 2.12. Financing. The Partnership Contribution may be financed in any manner
determined by the Partnership. The Overruns may be financed in any manner determined by the
Partnership, including the Incremental Funding. The financing of the Partnership Contribution
shall not be secured by, guaranteed by or payable by any of the funds of the City (other than in
the Parking and Ticket Tax revenues, or to the extent available and authorized by law, any State
funds received by the City relating to the operation of the Entertainment Center and dedicated by
the City to the Entertainment Center project, in the event of Incremental Funding) or any interest
in the Entertainment Center other than the leasehold mortgage and/or any PPP Financing
provided (and as defined in) in the Lease Agreement. The Partnership currently contemplates a
private loan or private equity financing, to finance a portion of the Partnership Contribution. The
Partnership will be the sole obligor for such financings (other than in connection with any
Incremental Funding) and neither the City’s ownership interest in the Entertainment Center nor
Brimer HOT Revenues shall be pledged as security for such loan. The City will allow the
Partnership to pledge reimbursement revenues from the Brimer HOT Revenues pursuant to
Section 2.2(c)(iii) herein, to the extent any such revenues exist, to its private financing, such
revenues to be net of any amounts the City designates to reimburse to the City for expenditures
from the City’s hotel occupancy tax levied pursuant to Chapter 351, Texas Tax Code that have
been made by the City for the payment of debt service on the Bonds.
ARTICLE III
The Site
Section 3.1. City’s Ownership of the Entertainment Center. The City owns fee simple
title to the Site, together with all rights and appurtenances relating thereto, subject to all matters
of public record and other matters that would be disclosed by an accurate survey of the Site. The
City will provide copies of its files on the Site, including without limitation, surveys, deeds, title
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policies, and environmental analysis and engineering reports, if any, upon Partnership’s request
for same, provided that the City makes no representation with respect to the accuracy or
completeness of any of the foregoing. From and after the date hereof, the City shall not grant or
convey any interest in the Site (including without limitation any liens, encumbrances or
City-controlled restrictions) that would materially adversely affect the design, engineering,
construction, furnishing, equipping or operation of the Entertainment Center and shall not use the
Site for any purpose other than the Entertainment Center. Notwithstanding the foregoing, the City
shall be free to grant such easements, right-of-ways and access rights as it deem reasonably
necessary to the development of the Entertainment Center, the Convention Center and
Convention Center Hotel that do not materially adversely affect the Entertainment Center.
Section 3.2. Condition of Property. The Partnership is responsible for and shall
undertake its own due diligence investigation of the Site and accepts the Site for Partnership’s
use on an “AS IS, WHERE IS, WITH ALL FAULTS” basis and subject to the existing physical
conditions, matters of record and zoning. To the fullest extent permitted by law, the City hereby
disclaims and the Partnership hereby waives any and all representations and warranties, express
or implied, in any way regarding the Site, including without limitation the warranties of
commercial habitability, merchantability, marketability, or fitness for a particular purpose. The
Partnership acknowledges that, having been given the opportunity to inspect the Site, the
Partnership is relying solely on its own investigation of the Site and not on any information
provided or to be provided by the City and agrees to accept the Site for use and waives all
objections or claims against the City arising from or related to the Site or to any hazardous
materials (defined below) on the Site; provided, however, that this acknowledgment shall not
limit the parties’ commitments under Sections 3.3 and 3.4 of this Agreement. The Partnership
further acknowledges that any information provided or to be provided with respect to the Site
was obtained from a variety of sources and that the City has not made any independent
investigation or verification of such information and makes no representations as to the accuracy
or completeness of such information. The City is not liable for or bound in any manner by any
verbal or written statements, representations or information pertaining to the Site, or the
operation thereof, furnished by any real estate broker, agent, employee, servant or other person.
Section 3.3. Demolition Plan and Work. The Partnership shall be responsible for
performing, or causing to be performed, demolition of the existing concrete columns located on
the Site that may be required or appropriate in connection with the development and construction
at the Site. As promptly as practicable after the execution and delivery of this Agreement, the
Partnership shall prepare and present to the City’s Designee a detailed plan for the demolition
and removal of such existing concrete columns on the Site, and setting forth the schedule for such
demolition and removal. The City’s Designee shall promptly consult with the Partnership
regarding the demolition plan. The City and the City’s Designee and the Partnership each shall
reasonably cooperate in good faith to finalize the demolition plan as promptly as practicable after
its initial delivery by the Partnership. Such demolition shall be carried out in accordance with all
applicable laws. The costs associated with the demolition shall constitute Venue Project Costs.
The City shall cause its employees to reasonably assist the Partnership in completing the
demolition plan.
Section 3.4. Environmental Remediation. The City and the Partnership each
acknowledge that it has no knowledge of any necessity of any environmental remediation at the
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Site. If it is subsequently discovered that any environmental remediation is needed at the Site,
then, as promptly as practicable after such discovery, the Partnership shall present to the City a
detailed plan for the environmental remediation of the Site, identifying steps to be taken and
setting forth the schedule for such environmental remediation. The City or the City’s Designee
shall promptly consult with the Partnership regarding the environmental remediation plan. The
City and the Partnership each shall reasonably cooperate in good faith to finalize the
environmental remediation plan as promptly as practicable after its initial delivery by the
Partnership. The final remediation plan shall result in clean up consistent with any remedy
standard authorized by Subchapter B of 30 Texas Administrative Code Chapter 350 as being
protective of human health and the environment. Such environmental remediation shall be
carried out in accordance with all applicable laws. The Partnership shall cause its General
Contractor or another contractor to perform such environmental investigation and remediation
work at the Site. The City shall take all reasonable action to cooperate with the Partnership and
its contractors in conducting such environmental remediation, including without limitation by
adopting any commercially reasonable restrictions on the Site required to meet the selected
remedy. The costs associated with the environmental remediation shall constitute Venue Project
Costs. The City shall cause its employees to reasonably assist the Partnership in completing the
environmental remediation plan.
Section 3.5. Temporary Street Closures. To the extent reasonably requested by the
Partnership in connection with the construction of the Entertainment Center, the City shall grant
and issue to the Partnership all necessary permits to authorize temporary closures of, and shall
grant and issue to the Partnership all necessary permits to make cuts or other perforations in,
demolish and excavate all or portions of any street, alley or other public right-of-way that is
under the reasonable control of the City and that is contained in whole or in part within the Site
or that abuts any portion of the Site; provided however, all such actions are subject to the City’s
obligations to preserve and protect the public health, safety and welfare under applicable laws.
Section 3.6. Street Abandonment. At the Partnership’s request, the City will close,
vacate and abandon any streets, alleys, sidewalks or other public rights-of way that would
constitute any portion of the Site. Any costs associated such abandonment may be designated a
Venue Project Cost.
ARTICLE IV
Termination
Section 4.1. Partnership Termination Events.
(a) The Partnership may terminate this Agreement if the City determines not to sell
the Bonds or that market conditions render the City unable to issue and sell the Bonds on or
before December 31, 2010, pursuant to Section 2.2(d) herein.
(b) The Partnership may terminate this Agreement pursuant to Section 2.2(c)(i) if the
Partnership elects not to redesign the Entertainment Center to reduce the Venue Project Costs to
an amount that is less than or equal to the City Construction ContributionNet Bond Proceeds
within the specified timeframe.

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(c) The Partnership may terminate this Agreement pursuant to Section 2.2(c)(i) if the
Partnership and the City cannot agree on the redesign of the Entertainment Center within the
specified timeframe.
(d) The Partnership may terminate this Agreement pursuant to Section 2.2(c)(ii) if the
Partnership and the City cannot agree on the Partnership’s proposed phasing plan.
(e) The Partnership may terminate this Agreement pursuant to Section 2.3(b) if the
an amount that is less than or equal to the City Construction Contribution within the specified
timeframe.[Intentionally deleted.]
(f) The Partnership may terminate this Agreement pursuant to Section 2.3(b) if the
specified timeframe.[Intentionally deleted.]
(g) The Partnership may terminate this Agreement pursuant to Section 2.1(b) if the
City and the Partnership cannot agree on a revised Partnership Contribution.
Section 4.2. City Termination Events
(a) The City may terminate this Agreement if the City determines not to sell the
Bonds or that market conditions render the City unable to issue and sell the Bonds on or before
December 31, 2010, pursuant to Section 2.2(d) herein.
(b) The City may terminate this Agreement pursuant to Section 2.2(c)(i) if the
an amount that is less than or equal to the City Construction ContributionNet Bond Proceeds
within the specified timeframe.
(c) The City may terminate this Agreement pursuant to Section 2.2(c)(ii) if the
(d) The City may terminate this Agreement pursuant to Section 2.2(c)(ii) if the
(e) The City may terminate this Agreement pursuant to Section 2.3(b) if the
an amount that is less than or equal to the City Construction Contribution within the specified
timeframe.[Intentionally deleted.]
(f) The City may terminate this Agreement pursuant to Section 2.3(b) if the
specified timeframe[Intentionally deleted.]

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(g) The City may terminate this Agreement if the Partnership has not given evidence
of its ability to meet its approved Partnership Contribution in the form of an executed Loan
Commitment by September 30, 2010.
(h) The City may terminate this Agreement if the Partnership has not entered into an
agreement with the Concessionaire on or before September 30, 2010., prior to the issuance of the
Bonds, any of the Concessionaire Agreements are no longer in full force and effect or a default
exists thereunder, as set forth in Section 1.18(b).
(i) The City may terminate this Agreement if, prior to the issuance of the Bonds,
Concepts hasdoes not entered intohave an agreement with a concert producer and promoter
approved by the City on or before September 30, 2010.in full force and effect with no default, as
set forth in Section 1.19.
(j) The City may terminate this Agreement pursuant to Section 2.1(a) and Section
2.1(b) if the City does not approve the Partnership Contribution, or cannot agree with the
Partnership on a revised Partnership Contribution.
(k) The City may terminate this Agreement if the City and the Partnership have not
executed the Lease Agreement by June 1, 2009.
Section 4.3. Termination by Either Party. This Agreement may be terminated by either
Party under the following circumstances:
By either party after December 31, 2010, if the Closing Date has not occurred.
Section 4.4. Termination Procedure.
If either party determines that it wishes to terminate this Agreement pursuant to this
Section such party must deliver a written notice to the other party to the effect that the notifying
party thereby terminates this Agreement. The notice must be in writing and must specify in
reasonable detail the factual basis for the termination of this Agreement.
ARTICLE V
Section 5.1. Partnership Default. Each of the following events shall be an “Event of
Default” by the Partnership under this Agreement:
(a) the Partnership shall fail to pay to the City any monetary sum hereby required of
it as and when the same shall become due and payable and shall not cure such default within
thirty (30) days after the later of the date on which written notice thereof is given by the City to
the Partnership and the date on which any dispute relating to such amount is resolved by
agreement or adjudication;
(b) the Partnership shall fail in any material respect to maintain any of the insurance
or bonds required by this Agreement, and the continuation of the failure without cure for a period
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of thirty (30) days after the City notifies the Partnership of the failure in writing in accordance
with the notice provisions under this Agreement;
(c) the Partnership shall fail to comply in any material respect with any term,
provision or covenant of this Agreement (other than the payment of money to the City) where
such failure to comply would materially adversely affect the construction and operation of the
Entertainment Center pursuant to this Agreement, and shall not cure such failure within ninety
(90) days after written notice thereof is given by the City to the Partnership; provided, however,
that if such default cannot reasonably be cured within ninety (90) days, then (i) the Partnership
shall commence its cure efforts within ninety (90) days of the Partnership’s receipt of notice
thereof from the City, (ii) the Partnership shall pursue such cure with commercially reasonable
diligence and continuity (subject to any appropriate delays for architectural or engineering
studies, testing or similar activities or Force Majeure) until such cure is completed, and (iii) the
Partnership shall be given an additional reasonable period of time within which to cure such
default in excess of the initial ninety (90) days;
(d) any Partnership Event of Default under the Lease Agreement; and
(e) a receiver or trustee is appointed to take possession of all or substantially all of

the assets of the Partnership; or if any action is taken or suffered by the Partnership pursuant to
an insolvency, bankruptcy, or reorganization act in respect of the Partnership; or if the
Partnership makes a general assignment for the benefit of its creditors; and such appointment,
action, or assignment continues for a period of sixty (60) days.
Section 5.2. City’s Remedies. Upon the occurrence of an Event of Default by the
Partnership, the City may pursue any legal or equitable remedy or remedies, including, without
limitation, specific performance, damages, and termination of this Agreement; provided,
however, that the City shall have no right to terminate this Agreement unless the City delivers to
the Partnership a second notice which expressly provides that the City will terminate within thirty
(30) days if the default is not addressed as herein provided (provided, however, that no such
second notice shall be required if the Event of Default hereunder is caused by a Partnership Event
of Default under the Lease Agreement for which all required notices have been given).
Termination or non-termination of this Agreement upon a Partnership Event of Default shall not
prevent the City from suing the Partnership for specific performance, damages, injunctive relief
or other available remedies with respect to obligations that expressly survive termination. Upon
termination by the City, the City may occupy the Entertainment Center, and the Partnership shall
assign to the City any of its contracts and agreements related to the Entertainment Center
requested by the City to be so assigned. In the event the Partnership fails to pay any of the
expenses or amounts or perform any obligation specified in this Agreement, then to the extent
such failure constitutes an Event of Default hereunder, the City may, but shall not be obligated to
do so, pay any such amount or performingperform any such obligations and the amount so paid
and the reasonable out-of-pocket costs incurred by the City in said performance shall be due and
payable by the Partnership to the City within thirty (30) days after the Partnership’s receipt of an
itemized list of such costs and shall thereafter bear interest at the rate specified in this Agreement.
All remedies of the City under this Agreement shall be cumulative.

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Section 5.3. City Default. Each of the following events shall be an Event of Default by
the City under this Agreement:
(a) the City shall fail to pay to the Partnership any monetary sum hereby required of
thirty (30) days after the later of the date on which written notice thereof is given by the
Partnership to the City and the date on which any dispute relating to such amount is resolved or
adjudicated;
(b) the City shall fail to comply in any material respect with any term, provision or
covenant of this Agreement, other than the payment of money, and shall not cure such failure
within ninety (90) days after written notice thereof is given by the Partnership to the City
(provided that if such default cannot reasonably be cured within ninety (90) days, then the City
shall have an additional reasonable period of time within which to cure such default); and
(c) The City shall fail to pursue its lawful remedies to cause the trustee for the Bonds
to make payments pursuant to the Bond Ordinance in the event that the Trustee shall default in
its duties under the Bond Ordinance and unlawfully refuse payment of amounts owed pursuant to
a Payment Certificate.
Section 5.4. Partnership’s Remedies. Upon the occurrence of any Event of Default by
the City, the Partnership may pursue any legal or equitable remedy or remedies, including,
without limitation, specific performance, damages, and termination of this Agreement; provided,
however, that the Partnership shall have no right to terminate this Agreement unless the
Partnership delivers to the City a second notice which expressly provides that the Partnership will
terminate within thirty (30) days if the default is not addressed as herein provided.
Section 5.5. Waiver. Forbearance by the non-defaulting party to enforce one or more of
the remedies herein provided upon the occurrence of an Event of Default by the other party shall
not be deemed or construed to constitute a waiver of such default. One or more waivers of a
breach of any covenant, term or condition of this Agreement by either party hereto shall not be
construed by the other party as a waiver of a different or subsequent breach of the same covenant,
term or condition. The consent or approval of either party to or of any act by the other party of a
nature requiring consent or approval shall not be deemed to waive or render unnecessary the
consent to or approval of any other subsequent similar act.
ARTICLE VI
Miscellaneous
Section 6.1. Lease Agreement. On February 9, 2009, the City and the Partnership
entered into the Lease Agreement. It is the parties’ intent to, which agreement has been amended
and restated by that certain Amended and Restated Entertainment Center Lease Agreement dated
as of June 11, 2009, as amended by that certain First Amendment of to Amended and Restated
Entertainment Center Lease Agreement dated as of December 3, 2009. Contemporaneously with
the execution of this Agreement, the parties shall enter into an amendment and restatement of
thea Second Amended and Restated Entertainment Center Lease Agreement to make it consistent

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with the terms and provisions of this Agreement on or about the time the parties execute and
approve this Agreement, and such document shall be referred to herein as the “Lease
Agreement”.
Section 6.2. City Suites. The PartnershipCity shall grant the Cityretain the exclusive
right to use and occupy one of the three largest box suites in the Performance Hall and a
hospitality suite within the Entertainment Center, the location of such suites to be mutually
determined by the City and the Partnership. In addition, the Partnership shall provide a food and
beverage allocation to the City for its use of the box suite in the maximum annual amount of
$150,000, such maximum amount to increase by 2% per annum.
Section 6.3. Further Agreements. The City and the Partnership each will use their good
faith efforts to complete and execute, as soon as practicable following the execution of this
Agreement, all documentation necessary or appropriate to carry out the transactions agreed to by
the parties in this Agreement.
Section 6.4. GOVERNING LAW. THIS AGREEMENT SHALL BE INTERPRETED

AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE
LAWS AND COURT DECISIONS OF THE UNITED STATES APPLICABLE THERETO
AND THE LAWS AND COURT DECISIONS OF THE STATE OF TEXAS APPLICABLE TO
AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED IN SUCH STATE.
Section 6.5. Venue for Actions. The venue for any legal action arising out of this
Agreement shall lie exclusively in Dallas County, Texas.
Section 6.6. Dispute Resolution. The parties commit to use commercially reasonable,
diligent efforts to cooperate and resolve in good faith all issues and disputes that may arise out of
this Agreement. Prior to instituting any legal action against the other in relation to any matter
arising out of this Agreement, the Partnership and the City shall submit each material dispute to
non-binding mediation under reasonable and customary practices to be agreed to in each instance
by the parties.
Section 6.7. Obligations to Defend Validity of Agreement. If litigation is filed by a

third party against the Partnership or the City in an effort to enjoin either party’s performance of
this Agreement, the parties hereto shall take all commercially reasonable steps to support and
defend the validity and enforceability of this Agreement. Either party may intervene in any such
matter in which the other party hereto has been named as a defendant. Each party shall be
responsible for its Legal Costs (defined in Section 6.25).
Section 6.8. Successors and Assigns. This Agreement may not be assigned by either
party without the express written consent of the other party other than a collateral assignment by
the Partnership in connection with a mortgage by the Partnership of its leasehold interest under
the Lease Agreement or under Section 2.12. The provisions hereof shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and assigns.
Section 6.9. Entire Agreement; Amendment; Ratification and Full Force and Effect.
This Agreement (including the Exhibits attached hereto), the Access and Due Diligence
Agreement and the other documents delivered pursuant hereto and referenced herein constitute
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the full and entire understanding and agreement between the parties with regard to the subject
matter hereof and thereof and supersede any prior or contemporaneous, written or oral
agreements or discussions between the parties. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a
written instrument signed by the parties hereto. As amended and restated by this Agreement, the
Prior Agreement shall remain in full force and effect, and each party ratifies its respective
obligations under the Prior Agreement, as amended and restated hereby.
Section 6.10. Exclusive Dealing and Non-Compete Covenants.
(a) During the Lease Term, the Partnership, Concessionaire, and any affiliated entity,
successor or assign, will not solicit or accept any proposal of, or enter into any plan or agreement
with, any county or any city other than the City regarding any project or facility having a purpose
similar to the Entertainment Center (meaning any similarly sized performance venue with
adjacent or incorporated retail and restaurant element(s)) within 150 miles of the Entertainment
Center or within the Austin, San Antonio, and Oklahoma City metropolitan areas. Further,
neither the Partnership nor Concessionaire will own or operate any other facility or project
having a purpose similar to the Entertainment Center within 150 miles of the Entertainment
Center or within the Austin, San Antonio, and Oklahoma City metropolitan areas. Nothing in
this Section 6.10(a) prevents the Partnership or Concessionaire from owning or operating a
facility or project having a purpose similar to the Entertainment Center in the Houston
metropolitan area. Nothing in this Section 6.10(a) imposes any limitations on the concert
promoter for the Entertainment Center.
(b) During the term of this Agreement, the City will not, directly or indirectly, own,
manage, operate, control, finance, sponsor, develop, provide City-owned land or in any other
way participate in or cooperate with (subject to applicable laws) any entertainment or multi-use
venue similar to the Entertainment Center located anywhere within the City, excluding any
existing City facilities and excluding any similar facility currently under negotiation by the City
as of the date of this Agreement.
Section 6.11. Joint Operation and Booking Agreement. It is the City’s intent that the
Convention Center and Entertainment Venue be jointly operated as one City project. The City
and the Partnership, or the Partnership’s design or operator shall enter into an agreement
regarding the booking of the Entertainment Center as set forth in Section 5 of the Lease
Agreement.
Section 6.12. Waiver. No term or condition of this Agreement shall be deemed to have
been waived, nor will there be any estoppel to enforce any provision of this Agreement, except
by written instrument of the party charged with such waiver or estoppel.
Section 6.13. Representatives. During the term of this Agreement, the City Manager or
his designee shall have full authority to administer this Agreement on behalf of the City. The
Partnership shall be entitled to rely on the authority of the City Manager or his designee for such
purposes under the Prior Agreement.

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During the term of this Agreement, the Partnership shall designate two individuals who
shall have full authority to administer this Agreement on behalf of the Partnership. The initial
Partnership representatives shall be William F. Beuck, II and Wynona Winters. The Partnership
may designate a permanent or temporary replacement for any Partnership representative by
delivering a notice to the City executed by the Partnership.
Section 6.14. Notices. All notices, demands, requests, approvals, or other

communications required or permitted under this Agreement must be in writing and sent to the
addresses specified below and, unless personal delivery is effected earlier, will be deemed
delivered:
(a) three (3) business days after deposit in the United States Mail, postage prepaid,
registered or certified mail, return receipt requested, on a business day during business hours; or
(b) the next business day after delivery to any nationally-recognized overnight
delivery service on a business day during business hours for prepaid delivery on the next
business day; or
(c) on the business day sent, if sent by facsimile (and the sending facsimile generates
a written confirmation of sending) or e-mail prior to 3:00 p.m., Dallas, Texas time, with a
confirming copy being sent by one of the other specified methods on the same business day;
If to the City: City of Irving

825 West Irving Blvd.
Irving, Texas 75060
Attention: City Manager
Telephone: 972-721-2586
Facsimile: 972-721-2420
E-mail: tgonzlez@cityofirving.org
With copy to: City of Irving

Irving, Texas 75060
Attention: Brenda N. McDonaldCharles R.
Anderson
Director of Real Estate Development
City Attorney
Telephone: 972-721-2541
Facsimile: 972-721-2750
E-mail: bmcdonald@cityofirving.org

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If to the Partnership: Las Colinas Group, LP
222 West Las Colinas Blvd.
Suite 1715-North
Irving, Texas 75039
Attention: William F. Beuck, II
Telephone: 972-444-22102200
Facsimile: 972-444-2201
E-mail:
bill.beuck@yahoobbeuck@lascolinasgroup.com
with copies to: CSE Commercial Real Estate

4956 N. O’Connor Blvd.
Irving, Texas 75062
Attention: Charles E. Cotten
Telephone: 469-417-0101
Facsimile: 469-417-0104
E-mail: charles@csecre.com
and to: Munsch Hardt Kopf & Harr, P.C.

3800 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201
Attention: Carl Klinke
Telephone: 214-855-7533
Facsimile: 214-978-4310
E-mail: cklinke@munsch.com
Any party may change its address and specify as its address for the purposes hereof to any
other address in the United States of America by giving the other party at least fifteen (15) days’
prior notice. Notices given by counsel for any party are effective as notices by the party.
Section 6.15. Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, such provision shall be reformed to the extent necessary to permit enforcement
thereof, and the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.16. Delays or Omissions. Except as otherwise provided herein to the contrary,
no delay or omission to exercise any right, power or remedy inuring to any party upon any breach
or default of any party under this Agreement shall impair any such right, power or remedy of
such party nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. All remedies either under this Agreement or by law or
otherwise afforded to the parties shall be cumulative and not alternative.

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Section 6.17. No Third-Party Beneficiaries. The City and the Partnership intend that this
Agreement shall not benefit or create any right or cause of action in or on behalf of any
third-party beneficiary, or any individual or entity other than the City, the Partnership or
assignees of such parties, except as specified in Section 6.25.
Section 6.18. No Joint Venture. Nothing contained in this Agreement or any other
agreement between the Partnership and the City is intended by the parties to create a partnership
or joint venture between the Partnership, on the one hand, and the City on the other hand and any
implication to the contrary is hereby expressly disavowed. It is understood and agreed that this
Agreement does not create a joint enterprise, nor does it appoint either party as an agent of the
other for any purpose whatsoever. Neither party shall in any way assume any of the liability of
the other for acts of the other or obligations of the other. Each party shall be responsible for any
and all suits, demands, costs or actions proximately resulting from its own individual acts or
omissions.
Section 6.19. Counterparts. This Agreement may be executed in any number of

counterparts, each of which shall be an original, but all of which together shall constitute one and
the same instrument.
Section 6.20. Titles and Subtitles. The titles of the articles, sections, paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
Section 6.21. Limited Recourse. No officer, director, employee, agent, attorney or

representative of the Partnership shall be deemed to be a party to this Agreement or shall be
liable for any of the contractual obligations created hereunder. No elected official of the City and
no agent, attorney or representative of the City shall be deemed to be a party to this Agreement or
shall be liable for any of the contractual obligations created hereunder.
Section 6.22. Indemnity. The Partnership shall indemnify and hold the City, its officers,
agents, employees, and representatives, harmless against any and all claims, injuries (including
death), demands, liabilities, causes of action, suits, judgments, damages and expenses (including
Legal Costs) asserted against the City by any third party and arising from (i) the negligence or
intentional misconduct of the Partnership or its officers, employees, agents, contractors and
subcontractors in connection with the development, design and construction of the Entertainment
Center, except to the extent caused by the negligence or willful misconduct of the City, the City
Designee, or their respective officers, agents, employees, or representatives, or (ii) the
Partnership’s material breach of any provision of this Agreement, including without limitation
any insurance obligations. This Section shall survive termination or expiration of this Agreement.
The provisions of this Section are solely for the benefit of the City, and shall not be deemed to be
for the benefit of any other person or entity. Notwithstanding the indemnity set forth in this
Section, the City shall diligently and timely assert all reasonable defenses (including without
limitation sovereign immunity and defenses otherwise available to the City as a municipal
corporation) against any third-party claim that the City believes is covered by the indemnity in
this Section.

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Section 6.23. Gift to Public Servant. The Partnership shall not, and shall use
commercially reasonable efforts to cause its contractors and agents to not, offer, or agree to
confer any benefit upon a City employee or official that the City employee or official is
prohibited by law from accepting.
For purposes of this Section, “benefit” means anything reasonably regarded as pecuniary
gain or pecuniary advantage, including benefit to any other person in whose welfare the
beneficiary has a direct or substantial interest, but does not include a contribution or expenditure
made and reported in accordance with law.
Notwithstanding any other legal remedies, the City may require the Partnership to
remove any employee or contractor of Partnership from performance responsibilities under this
Agreement who has violated the restrictions of this section or any similar state or federal law.
Section 6.24. Hazardous Materials. The Partnership and the City each shall comply
with, and shall require that their respective agents, contractors and subcontractors comply with,
all applicable laws regarding the use, removal, storage, transportation, disposal and remediation
of “hazardous materials.” “Hazardous materials” means any substance, material or waste which
is now or hereafter classified or considered to be hazardous, toxic or dangerous under any
federal, state or local laws, rules and regulations affecting the Site relating to pollution or the
protection or regulation of human health, natural resources or the environment, but shall exclude
any such items that are necessary for the ordinary performance of the Partnership’s
business/construction activities, provided that such are used, stored and disposed of in
compliance with all laws.
Section 6.25. Waiver of Subrogation. The City and Partnership release each other,
Concessionaire, and any mortgagee(s) from all Claims for Losses of or to (i) the Entertainment
Center, (ii) furniture, fixtures, equipment, and other tangible and intangible property owned by
the City or the Partnership, or (iii) business or revenues, provided the Losses are covered by the
releasing party’s property insurance or would have been covered by the required insurance if the
party does not maintain the property insurance coverages required by this Agreement. The party
incurring the Loss is responsible for any deductible or self-insured retention under its property
insurance, provided that any deductible paid by the City shall be a Venue Project Cost. The
parties will notify the issuing property insurance companies of the releases set forth in this
Section and will have the property insurance policies endorsed, if necessary, to prevent
invalidation of coverage. THE WAIVERS AND RELEASES IN THIS SECTION APPLY
NOTWITHSTANDING ANY SINGLE ACTION RULE UNDER WORKERS’
COMPENSATION STATUTES OR IF THE LOSS IS CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE OR STRICT LIABILITY OF THE RELEASED PARTY, BUT DO NOT
APPLY TO THE EXTENT THE LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE RELEASED PARTY. “Claim” means the assertion of a
legal right, including a demand, legal action, suit, or proceeding, whether filed or threatened,
alleging responsibility for a Loss. “Loss” means any actual or alleged liability, cost, or expense
(including Legal Costs), loss, damages, judgment, or penalty of any nature or description
suffered by a person or property, including (A) harm to, impairment, loss, or diminution in the
value of tangible or intangible property or its use, and loss of business or revenues, or (B)
physical harm to or death of a natural person. “Legal Costs” means reasonable court costs,
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attorneys’ and paralegals’ fees, experts’ fees, and other costs and expenses incurred in
investigating, preparing, prosecuting, or settling any legal action or proceeding or arbitration,
mediation, or other method of alternative dispute resolution.
Section 6.26. Business Days. “Business days” are all weekdays other than New Year’s
Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and the day after Thanksgiving, Christmas Eve and Christmas Day.
Section 6.27. Legal Costs. If either party does not comply with any of the terms of this
Agreement to be complied with on its part and the other party commences a legal proceeding or
arbitration or mediation to enforce the terms of this Agreement, the prevailing party in any such
proceeding or arbitration or mediation will be entitled to receive from the other party its Legal
Costs.
****

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This Agreement has been executed and delivered as of the date first written above.
CITY OF IRVING
By: ________________________________
HERBERT A GEARS
MAYOR
CHARLES ANDERSON, CITY ATTORNEY
By: ________________________________
Name: ________________________________
Title: ________________________________
ATTEST:
___________________________
JANICE CARROLL
CITY SECRETARY
LAS COLINAS GROUP, LP,

a Texas limited partnership
By: Las Colinas Group GP, LLC

a Texas limited liability company,
Its General Partner
By:
Name:
Title:
Signature Page to Entertainment Center Development Agreement

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A-1
SITE
EXHIBIT A
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EXHIBIT B
PROJECT SCOPE CRITERIA
Performance Hall consists of approximately 5,200 ticketed seats

Capacity for major event is approximately 6,500 (seats and standing)
Distance from stage to last seat ± 180 feet
Approximately 50,000 square feet of open air plaza
Approximately twelve (12) live music stages
Approximately nine (9) full-service entertainment restaurants
Approximately five (5) music facilities with limited food service
Entertainment Center size ± 600,000 square feet
Approximately twenty-threetwo (2322) Performance Hall Box Suites
Approximately twenty-threeone (2321) Hospitality Suites
Approximately sixteen (16) Back Stage overnight stay Hospitality Villastwelve
(12) fully equipped luxury hotel rooms, along with a lobby, reception desk,
concierge, and valet parking services located in the Performance Hall building
Retail space ± 12,5007,500 square feet and artisan markets
Onsite parking – 1,200 spaces
B-1
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EXHIBIT C
PREDEVELOPMENT BUDGET
[Follows this page.]
[LCG will provide updated Exhibit.]
C-1
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EXHIBIT D
PAYMENT REQUEST FOR PREDEVELOPMENT COSTS
The undersigned hereby certifies to the following and requests the payment of the amounts listed
in the attached document pursuant to Section 1.30 of that Entertainment Center Development
Agreement dated December 11, 2008 (the “Agreement”) between the City of Irving, Texas (the
“City”) and Las Colinas Group, LP (the “Partnership”). The undersigned makes the following
representations:
1. He (she) is a duly authorized officer of the Partnership qualified to execute

this Payment Request for payment on behalf of the Partnership and is
knowledgeable as to the matters set forth herein.
2. A description of and supporting documentation for the Venue Project

Costs of the Entertainment Center, as described in Section 1.30 of the Agreement,
that are to be funded pursuant to this Payment Request is attached hereto as
Schedule 1 and such Venue Project Costs are due and owing Venue Project Costs
authorized to be paid pursuant to Section 1.30 of the Agreement.
3. The Venue Project Costs identified in Schedule 1 are authorized to be paid

by the Partnership to the vendors identified in Schedule 1.
4. The total amount requested to be disbursed pursuant to this Payment

Request is $___________________ and such amount, along with any funds
previously paid pursuant to Section 1.30 of the Agreement is not in excess of
$5,000,000..
5. Amounts disbursed pursuant to this Payment Request shall be distributed

pursuant to wiring instructions attached hereto.
___________________________,
Authorized Representative
Certified for Approval By: _______________________________

Date: _________________
SCHEDULE I TO REQUEST FOR PAYMENT
D-1Entertainment Center Development Agreement

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EXHIBIT E
INTELLECTUAL PROPERTY LICENSING AGREEMENT
Attachments
Schedule 1
D-2Entertainment Center Development Agreement

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Attachment: Entertainment Venue Development Agreement (3503 : 29 Agree 2Nd Amend & Restated Entertain Ctr Dev)
between
THE CITY OF IRVING
and
Dated as of August __, 2010
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TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1. The Entertainment Center. ...................................................................................... 2

Section 1.2. Project Scope ........................................................................................................... 3
Section 1.3. Ownership of Entertainment Center........................................................................ 3
Section 1.4. Design and Construction of Entertainment Center. ................................................ 6
Section 1.5. Architect(s) and Engineer(s) ................................................................................... 7
Section 1.6. Engineering ............................................................................................................. 7
Section 1.7. Interconnectivity ..................................................................................................... 7
Section 1.8. General Contractor .................................................................................................. 7
Section 1.9. City Participation in Project Design ........................................................................ 7
Section 1.10. Project Scope Verification ...................................................................................... 8
Section 1.11. Walkway ................................................................................................................. 8
Section 1.12. Joint Cooperation; Access for Planning and Development..................................... 8
Section 1.13. City Not Responsible .............................................................................................. 9
Section 1.14. Schedule of Projected Project Expenditures ........................................................... 9
Section 1.15. Permits; Fees ........................................................................................................... 9
Section 1.16. Construction Contracts .......................................................................................... 10
Section 1.17. General Contractor Assurances ............................................................................. 10
Section 1.18. Concessionaire Participation. ................................................................................ 11
Section 1.19. Promoter Participation .......................................................................................... 12
Section 1.20. Repair and Replacement ....................................................................................... 12
Section 1.21. Additional Requirements ...................................................................................... 12
Historically Underutilized Businesses .................................................................. 14
Section 1.23. Leadership in Energy and Environmental Design ................................................ 14
Section 1.24. City Police Powers ................................................................................................ 15
Section 1.25. Title and Mechanic’s Liens. .................................................................................. 15
Section 1.26. City Consents ........................................................................................................ 15
Section 1.27. Right of the City to Make Inspection .................................................................... 16
Section 1.28. Conditions to City Funding. .................................................................................. 16
Section 1.29. Conditions to Commencing Construction. ............................................................ 16
Section 1.30. Predevelopment Costs. .......................................................................................... 17
ARTICLE II
Section 2.1. Partnership Contribution. ...................................................................................... 18

Section 2.2. Net Bond Proceeds. ............................................................................................... 19
Entertainment Center Development Agreement (i)

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Section 2.3. [Intentionally deleted]. .......................................................................................... 22

Section 2.4. Venue Project Costs .............................................................................................. 22
Section 2.5. Non-Venue Project Costs ...................................................................................... 23
Section 2.6. Partnership Project Cost Account(s) ..................................................................... 24
Section 2.7. Creation and Control of Funds, Payment of Venue Project Costs ........................ 24
Section 2.8. Payment of Venue Project Costs ........................................................................... 24
Section 2.9. Rights to Audit. ..................................................................................................... 25
Section 2.10. Cost Overrun Funding Commitment..................................................................... 26
Section 2.11. [Intentionally deleted.] .......................................................................................... 27
Section 2.12. Financing ............................................................................................................... 27
ARTICLE III
The Site
Section 3.1. City’s Ownership of the Entertainment Center ..................................................... 27

Section 3.2. Condition of Property............................................................................................ 27
Section 3.3. Demolition Plan and Work.................................................................................... 28
Section 3.4. Environmental Remediation.................................................................................. 28
Section 3.5. Temporary Street Closures .................................................................................... 29
Section 3.6. Street Abandonment .............................................................................................. 29
ARTICLE IV
Termination
Section 4.1. Partnership Termination Events. ........................................................................... 29

Section 4.2. City Termination Events ....................................................................................... 29
Section 4.3. Termination by Either Party .................................................................................. 30
Section 4.4. Termination Procedure. ......................................................................................... 30
ARTICLE V
Section 5.1. Partnership Default................................................................................................ 31

Section 5.2. City’s Remedies .................................................................................................... 31
Section 5.3. City Default ........................................................................................................... 32
Section 5.4. Partnership’s Remedies ......................................................................................... 32
Section 5.5. Waiver ................................................................................................................... 32
ARTICLE VI
Miscellaneous
Section 6.1. Lease Agreement ................................................................................................... 33

Section 6.2. City Suites ............................................................................................................. 33
Section 6.3. Further Agreements ............................................................................................... 33
Entertainment Center Development Agreement (ii)

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Section 6.4. GOVERNING LAW ............................................................................................. 33

Section 6.5. Venue for Actions ................................................................................................. 33
Section 6.6. Dispute Resolution ................................................................................................ 33
Section 6.7. Obligations to Defend Validity of Agreement ...................................................... 33
Section 6.8. Successors and Assigns ......................................................................................... 34
Section 6.9. Entire Agreement; Amendment; Ratification and Full Force and Effect ............. 34
Section 6.10. Exclusive Dealing and Non-Compete Covenants. ................................................ 34
Section 6.11. Joint Operation and Booking Agreement .............................................................. 34
Section 6.12. Waiver ................................................................................................................... 35
Section 6.13. Representatives ..................................................................................................... 35
Section 6.14. Notices................................................................................................................... 35
Section 6.15. Severability ........................................................................................................... 36
Section 6.16. Delays or Omissions ............................................................................................. 36
Section 6.17. No Third-Party Beneficiaries ................................................................................ 37
Section 6.18. No Joint Venture ................................................................................................... 37
Section 6.19. Counterparts .......................................................................................................... 37
Section 6.20. Titles and Subtitles ................................................................................................ 37
Section 6.21. Limited Recourse .................................................................................................. 37
Section 6.22. Indemnity .............................................................................................................. 37
Section 6.23. Gift to Public Servant ............................................................................................ 38
Section 6.24. Hazardous Materials.............................................................................................. 38
Section 6.25. Waiver of Subrogation .......................................................................................... 38
Section 6.26. Business Days ....................................................................................................... 39
Section 6.27. Legal Costs ............................................................................................................ 39
Entertainment Center Development Agreement (iii)

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THIS SECOND AMENDED AND RESTATED ENTERTAINMENT CENTER
DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of August __, 2010, by
and between the City of Irving, Texas, a municipal corporation of the State of Texas and a home
rule city (the “City”), and Las Colinas Group, LP, a Texas limited partnership (the
“Partnership”).
RECITALS
WHEREAS, the City submitted to the citizens, pursuant to authority granted by Chapter
334, Local Government Code, as amended (the “Act”) a proposition for the construction of a
“convention center and a related multi-functional theater, performance hall, music hall, and
community and entertainment venue, and related infrastructure” (the “Convention and
Entertainment Center Project”); and
WHEREAS, defined terms under the Act have the same meanings as in the Act except as
expressly provided to the contrary in this Agreement; and
WHEREAS, a majority of the citizens voting at such election voted in favor of the
proposition; and
WHEREAS, the City now intends, as a part of the Convention and Entertainment Center
Project, to construct both a convention center facility (the “Convention Center”) and a multi-
functional theater, performance hall, music hall, and community and entertainment venue, and
related infrastructure consisting of a performance hall, restaurants, a pedestrian walkway, an
open air plaza and parking facilities (the “Entertainment Center”); and
WHEREAS, the Entertainment Center is an approved venue project under the Act; and
WHEREAS, the City owns an approximately 40 acre tract of land in the Las Colinas
Urban Center and the City desires to use approximately 18.06 acres on the Southern portion of
the land to build the Entertainment Center (the “Site”) as described on Exhibit A; and
WHEREAS, the City now desires to enter into an agreement with the Partnership for the
design, construction, and operation of the Entertainment Center; and
WHEREAS, the City intends that the Entertainment Center will be constructed as a
first-class facility on a par with other comparably-sized, municipally-owned, multi-use music
and performance hall projects recently constructed in North America, and will be designed to
accommodate approximately 6,500 persons for entertainment events; and
WHEREAS, pursuant to the authority granted to the City in the Act, and in consideration
of the undertakings of the Partnership 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, authorized by its citizens at an election held on November 6, 2007 (the
“Election”) called and held in accordance with the Act, has agreed to join with the Partnership in
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the financing and development of the Entertainment Center and to share in the costs thereof to
the extent provided in and in accordance with the terms of this Agreement and the other contracts
and agreements referred to or incorporated herein or contemplated hereby; and
WHEREAS, the City and the Partnership entered into an Entertainment Center
Development Agreement dated as of December 11, 2008, as amended and restated by that certain
Amended and Restated Entertainment Center Development Agreement dated as of June 11,
2009, as amended by that certain First Amendment to Amended and Restated Entertainment
Center Development Agreement dated as of December 3, 2009 (collectively, the “Prior
Agreement”); and
WHEREAS, the City and the Partnership have determined to amend and replace the Prior
Agreement with the execution of this Agreement; and
NOW, THEREFORE, in consideration of the recitals set forth above and the mutual
covenants and agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged and confessed by each of the parties hereto,
the parties hereto have agreed and do hereby agree as follows:
ARTICLE I
Section 1.1. The Entertainment Center.
(a) The City and the Partnership will undertake the design, development,
construction, maintenance, management, use and operation, for the use and benefit of the public,
the City and its citizens, of a new multi-use Entertainment Center in the Irving Las Colinas
Urban Center, consisting primarily of the following:
(i) a Performance Hall with a seated capacity of approximately 5,200 persons,

including suites and boxes (the “Performance Hall”);
(ii) approximately twelve (12) fully equipped luxury hotel rooms, along with a
lobby, reception desk, concierge, and valet parking services located in the Performance
Hall building (the “EC Hotel”);
(iii) related on-site restaurants with performance spaces, if applicable (the

“Restaurants”);
(iv) a landscaped pedestrian walkway (the “Walkway”) connecting the

Entertainment Center to the Convention Center owned by the City to the north of the Site
(the “Convention Center”) and the on-site promenade (the “Promenade”) outside of the
Performance Hall and adjacent to the Restaurants;
(v) an open air plaza directly connected to the Performance Hall, that will be
utilized for outdoor festivals, concerts and other events (the “Plaza”);

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(vi) approximately 1,200-space structured parking garage (the “Parking

Facilities”) that will serve the Entertainment Center; and
(vii) on-site utilities and other above-ground and under-ground infrastructure
supporting the Entertainment Center and off-site infrastructure required to connect to
existing City utility infrastructure (the “Entertainment Center Infrastructure”).
(b) The Performance Hall, the EC Hotel, the Restaurants, the Walkway, the Plaza, the
Promenade, the Parking Facilities, and some or all of the Entertainment Center Infrastructure
will be constructed on the Site.
(c) The Entertainment Center includes the Performance Hall, the EC Hotel, the
Restaurants, the Walkway, the Plaza, the Parking Facilities, the Promenade, the Entertainment
Center Infrastructure, and the surrounding portions of the Site. All of the “related infrastructure”
as defined in the Act, for the Entertainment Center will relate to and enhance the use, value or
appeal of the venue.
(d) The City and the Partnership intend for the Entertainment Center to be designed,
developed, constructed, maintained, managed, used and operated substantially in accordance
with the criteria and procedures set forth herein.
(e) The City and the Partnership estimate that the Total Entertainment Center Costs
(defined in Section 1.29(a)(3)) is estimated to be $250 million as of the date of this Agreement.
The City and the Partnership further estimate that the Venue Project Costs (defined in
Section 2.4) of the Entertainment Center will be approximately $200 million, funded as herein
provided.
Section 1.2. Project Scope. Subject to the terms and conditions set forth in this
Agreement, (a) the City shall own the Entertainment Center; (b) the Partnership shall plan,
design, construct, complete and make operational the Entertainment Center, subject to the City’s
approval as provided herein; (c) pursuant to the Lease Agreement (defined below) the Partnership
shall occupy and operate the Entertainment Center for the benefit of the public as provided
therein, and (d) the City and the Partnership shall fund their respective funding commitments as
contemplated herein.
Section 1.3. Ownership of Entertainment Center.
(a) Land and Improvements. The City shall own the Entertainment Center and all
improvements (including without limitation, fixtures and equipment, as provided in
Section 1.3(b)) existing or to be constructed thereon.
(b) Personal Property. All items of personal property (if any) that are purchased, in
whole or in part, with the Net Bond Proceeds (defined in Section 2.2(a)) will be owned by the
City in accordance with the terms hereof, including any removable floor seating for the
Performance Hall. Items of personal property purchased with Partnership funds that become
fixtures (other than trade fixtures (including kitchen equipment that constitutes trade fixtures)) or
otherwise are attached to the improvements in the Entertainment Center and/or that are
reasonably necessary to the operation of any such improvement (for example, elevators,

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escalators, HVAC systems, security equipment, sound and lighting equipment, acoustic
materials, curtains, stage rigging and fixed audience seats at the Performance Hall) will be
owned by the City in accordance with the terms hereof. The Partnership may place or install in
or on the Entertainment Center other items of personal property (for example, furniture (other
than fixed audience seats at the Performance Hall), trade fixtures (including kitchen equipment
that constitutes trade fixtures) and office equipment) as the Partnership shall deem desirable for
its operation. Such items of personal property placed by the Partnership on or in the
Entertainment Center shall not become part of the real property, even if nailed, screwed, or
otherwise fastened to the improvements or buildings, but shall retain their status as personal
property.
Such personal property may be removed by the Partnership at any time, so long as the
Partnership is not in default under this Agreement and so long as any damage occasioned by such
removal is thereupon repaired. Likewise, such items of personal property purchased by
performing arts groups or private citizens (for example and without limitation, musical
instruments, sets, music, recordings and computers) shall not be owned by the City.
(c) Intellectual Property.
(1) “Intellectual Property” shall mean all intellectual property

rights of any kind and reasonably related rights with respect to the
Entertainment Center, (e.g., sublicensable license rights to a third party’s
intellectual property) including patent rights (whether design or utility),
copyrights, trademark and service mark rights, trade dress rights, utility
model rights, moral (personal) rights, rights of publicity, trade secret
rights, industrial design rights, and web site and internet domain rights,
excluding rights related to the filming of productions and performances at
the Entertainment Center and the subsequent replay and distribution
thereof (the excluded rights being collectively, the “Content Rights”).
(2) The Partnership hereby assigns, and ratifies and affirms all
prior assignments of, all Intellectual Property rights that it has or may have
that are not otherwise conveyed by other instrument or party, to the City,
excluding the Content Rights. The City will own all Intellectual Property
related to the plans and specifications for the construction of the
Entertainment Center (together with any other Intellectual Property
assigned to the City by the Partnership hereunder, the “City Intellectual
Property Rights”). The Partnership represents and warrants to the City
that it has the right and authority to transfer to the City all Intellectual
Property that it has or may have, in each case to the extent such
Intellectual Property is reasonably necessary for the City’s ownership,
operation and full enjoyment of the Entertainment Center. The City
assigns to the Partnership an irrevocable license during the term of the
Lease Agreement to use all City Intellectual Property Rights in connection
with the construction, repair, replacement, remodeling, renovation, and
physical operation of the Entertainment Center.

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(3) The City and the Partnership acknowledge that BB

Concepts, LLC, a Texas limited liability company (“Concepts”), will own
all Intellectual Property related to the Entertainment Center other than the
City Intellectual Property Rights and the Content Rights (collectively, the
“Concepts Intellectual Property Rights”), and that Concepts has
previously granted a perpetual license of such Concepts Intellectual
Property Rights to the City pursuant to that certain Intellectual Property
License Agreement dated as of March 25, 2009 (the “IP License
Agreement”). Upon the termination of the Partnership’s agreement with
Concepts, whether as a result of a termination of the Lease Agreement or
otherwise, Concepts shall assign the Concepts Intellectual Property Rights
to the City solely for use in connection with the operation of the
Entertainment Center. The term “Concessionaire” means any of
Concepts (i.e., the entity responsible for developing concepts and
intellectual property), B Concessionaire - Las Colinas, LLC (i.e., the food
and beverage operations concessionaire), B Retail, LLC (i.e., the retail
entity), and Blue Marble 360, LLC (i.e., the content entity), either
individually or collectively, together with any of their respective affiliates
and their respective successors, assigns, and substitute and replacement
entities. An “affiliate” of an entity is an entity that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with a specified entity. For purposes of the prior
sentence, “control” means the power to direct or cause the direction of the
management and policies of the relevant entity, whether through the
ownership of voting securities, by contract, or otherwise.
(4) The IP License Agreement relating to the licensing of the

Concepts Intellectual Property Rights to the City is approved, authorized,
ratified and reaffirmed.
(5) The rights granted in Section 1.3(c)(2) above shall at all

times be subject to, and the Partnership agrees to be bound by, the
restrictions and licenses contained in the agreements the City has with the
creator, licensor or transferor of the City Intellectual Property Rights, to
the extent disclosed to the Partnership in advance and in writing; provided,
however, that the Partnership shall not be required by any such agreement
to pay any amounts or to incur any substantial liability in respect of any
such restrictions and licenses.
(d) Tax Exemption. Pursuant to Section 334.044 of the Act, while an approved venue
project (such as the Entertainment Center), is owned, used, and held for public purposes by a
municipality, Section 25.07(a), Texas Tax Code, does not apply to a leasehold or other
possessory interest granted by a municipality. A venue project (such as the Entertainment
Center) is exempt from taxation under Section 11.11, Texas Tax Code, while a municipality
owns the venue project. To the extent requested by the Partnership, the City shall cooperate with
the Partnership in seeking a ruling from the Comptroller of Public Accounts of the State of Texas
confirming that items of tangible personal property (other than machinery or equipment and its

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accessories and repair and replacement parts not incorporated into the real property and leased or
rented tangible personal property used in the performance of the construction) acquired by the
City pursuant to this Agreement shall be exempt from sales tax. The City and the Partnership
shall take reasonable steps to establish and maintain the foregoing exemption, including without
limitation, by (i) structuring construction contracts and subcontracts as “separated contracts”
within the meaning of the Texas Tax Code, containing separately stated contract prices for
materials and labor, (ii) executing and delivering an agreement or agreements between the City
and the Partnership providing for donation and assignment of items of tangible personal property
(including without limitation materials, equipment and supplies) to the City as and when
incorporated into the Entertainment Center (subject to other applicable provisions of this
Agreement regarding acceptance of improvements comprising the Entertainment Center by the
City, issuance of certificates of occupancy, compliance with construction codes, the timing of
general and special warranties) or as and when delivered to the Site (including any staging area
relating to the Entertainment Center), except that the construction contracts the Partnership
enters into with its contractors shall provide that for incorporated tangible personal property and
for delivered tangible personal property stored on or away from the Site, (x) the risk of loss shall
remain with the contractor until final completion and acceptance of the improvements; and (y)
special warranties given for the tangible personal property incorporated or stored shall not
commence until final completion and acceptance of the improvements, (iii) the City’s confirming
in writing to the Partnership the City’s acceptance of delivery of the donation of such tangible
personal property, and (iv) the Partnership’s issuing exemption certificates to its contractors
provided by the City and requiring that all contractors issue resale certificates to their
subcontractors, in each case claiming appropriate exemption from tax. If, despite the best efforts
of the parties, the Entertainment Center or any part thereof is ultimately subject to taxation by
any taxing authority, the Partnership shall be responsible for and shall pay same as and when
due. Provided, however, in such event the Partnership may credit the amount paid in property
taxes to the City of Irving in the year in which the Entertainment Center becomes taxable to the
payment of Fixed Rent (as defined in the Lease Agreement) to the City in that year. In no event
shall such credit exceed the amount of Fixed Rent due the City in such year.
Section 1.4. Design and Construction of Entertainment Center.
(a) Partnership’s Role. Subject to the provisions of this Agreement, the Partnership
will, or will cause persons and entities engaged by the Partnership to, plan, design, engineer,
construct and furnish the Entertainment Center. The Partnership will furnish, or will cause
persons and entities engaged by the Partnership to furnish, all materials, labor, facilities,
furniture, fixtures and equipment, landscaping, signage and other items necessary to begin and
fully complete the construction of the Entertainment Center. The Partnership will comply with,
and will take commercially reasonable steps to cause its agents and contractors to comply with,
all requirements of law applicable to the construction of the Entertainment Center.
(b) City’s Role. The City shall have no responsibility for the cost of planning, design,
engineering construction, furnishing/equipping or operating the Entertainment Center (before,
during or after construction) except to the extent of the Net Bond Proceeds provided below and
obligations under the Lease Agreement. The Partnership will not hold the City responsible for
any costs of the Entertainment Center other than the Net Bond Proceeds. The City shall have no
liability for any claims that may arise out of design or construction of the Project, and the

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Partnership shall cause all of its contractors, architects, engineers, and consultants to agree in
writing that they will look solely to the Partnership, not to the City, for payment of all costs and
valid claims associated with the Entertainment Center.
Section 1.5. Architect(s) and Engineer(s). The Partnership shall have the right to select,
terminate and replace the architect(s) (each an “Architect”) and the engineer(s) (each an
“Engineer”) for the Entertainment Center, subject to the City’s approval or the approval of The
Beck Group, the City’s designee (the “City’s Designee”). The Architect and Engineers shall be
individuals or firms experienced with performing arts venues of the nature contemplated herein.
To the extent not already under binding contract as of the date of this Agreement, the Partnership
shall contractually obligate them to indemnify the Partnership and the City as joint indemnitees
consistent with the provisions of Chapter 130, Texas Civil Practices and Remedies Code and to
maintain insurance (including errors and omissions coverage) for the benefit of the Partnership
and the City as additional insureds, in each case in form and substance not less than is customary
for a City-operated design project with a similar scope. The Partnership shall be reimbursed for
the Venue Project Costs of the Entertainment Center incurred subsequent to the execution of the
Letter of Intent between the City and the Partnership dated July 24, 2008 as provided in
Sections 1.30 only.
Section 1.6. Engineering. The Partnership shall require in its contracts with the
Architect or structural engineer (if the Partnership contracts directly with such structural
engineer) that the structural elements of the Entertainment Center be engineered in accordance
with generally accepted engineering practices and engineered at a standard for an estimated
useful life of the structural elements of not less than 40 years.
Section 1.7. Interconnectivity. The Partnership shall design, build and construct the
Entertainment Center such that the Entertainment Center is connected to and operates fully with
the City’s communication, technology and emergency systems.
Section 1.8. General Contractor. The Partnership shall have the authority, to select,
terminate and replace the general contractor(s) (each, a “General Contractor”) for the
Entertainment Center, subject to the reasonable approval of the City or the City’s Designee.
Section 1.9. City Participation in Project Design. In connection with designing the
Entertainment Center, the Partnership shall consult with the City or the City’s Designee. The
City shall have the right to approve the design of the Entertainment Center. In addition, the City
or the City’s Designee shall: (i) enforce City code requirements applicable to the Entertainment
Center, (ii) verify that the design conforms to applicable City codes and general construction
ordinances and regulations, (iii) verify that the design conforms to the provisions of this
Agreement, including, but not limited to the Project Scope Criteria (defined below), (iv) approve
all connections or tie-ins between the Entertainment Center and existing and future City streets,
storm sewers, water and sewer facilities and utilities, (v) any matter involving an issue of public
safety, and (vi) approve the proposed vehicle access and circulation in order to maximize
efficient and effective traffic flow to and from public streets, during events held at the

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Section 1.10. Project Scope Verification. The Partnership will from time to time as
reasonably requested by the City or the City’s Designee verify to the City or the City’s Designee
that the Entertainment Center is being constructed substantially in accordance with the Project
Scope Criteria identified on Exhibit B attached hereto (as adjusted from time to time, the
“Project Scope Criteria”). To the extent the City or the City’s Designee has material concerns
about such verification that cannot be answered by the Partnership, to the City or the City’s
Designee satisfaction, the Partnership will cause the appropriate Architect, Engineer or General
Contractor to consult with the Partnership and the City or the City’s Designee regarding such
concerns. The Partnership may at any time or from time to time change any element of the
Project Scope Criteria with notice to the City or the City’s Designee; provided, however, that if
any such proposed change in the Project Scope Criteria would result in (i) a material decrease in
the capacity of the Performance Hall, the number of Restaurants or of the capacity of the Parking
Facilities, (ii) a material net increase in the anticipated future operating and/or maintenance costs
of the Entertainment Center upon completion, (iii) a material increase in the time to completion
of any component of the construction, (iv) a negative impact on public safety or (v) a material
increase or reduction in the Total Entertainment Center Costs, such change shall not be made by
the Partnership without first having been approved in writing by the City or the City’s Designee,
which shall not be unreasonably withheld or delayed.
Section 1.11. Walkway. The City and the Partnership shall cooperate in approving the
design and location of the Walkway during the design of the Entertainment Center. If the
mutually approved location of the Walkway causes a change in the configuration of the Site as
specified in Exhibit A, then this Agreement and the Lease Agreement will be amended
appropriately to cover the revised configuration.
Section 1.12. Joint Cooperation; Access for Planning and Development.
(a) Cooperation and Timely Response. During the planning, design, development and
construction of the Entertainment Center, the parties agree to cooperate and coordinate with each
other, and to assign appropriate, qualified personnel to this project. To ensure that neither the
design nor the construction of the Entertainment Center is delayed due to delays in the delivery
of the City responses or delays in other required City actions, the City shall assign at all times an
adequate number of City personnel to the Entertainment Center and shall respond and cause the
City’s Designee and other City personnel to respond in an expeditious manner to all submissions
and requests by the Partnership, the Architect, the Engineers or the General Contractor. The City
will make reasonable efforts to accommodate urgent or emergency requests during construction.
The City may not unreasonably withhold, delay, or condition any consent or approval under this
Section.
(b) Access to Site and Site Records. The City has granted the Partnership access to
the Site under that certain Access and Due Diligence Agreement dated as of April 13, 2009
between the City and the Partnership to facilitate testing, planning, the preparation of plans and
specifications, demolition, environmental remediation and construction, the terms of such Access
and Due Diligence Agreement being incorporated herein by reference.
(c) Staging Area. The City grants the Partnership the right to use the areas of the 40
acres not included in the Entertainment Center lease or in the Convention Center plat (the

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“Staging Area”) for construction staging purposes. The right to use the Staging Area is non-
exclusive and upon the City’s agreement with a hotel developer to locate a hotel on the site
adjacent to the Entertainment Center, the City must give the Partnership at least 90 days notice
that the developer of a hotel site intends to begin construction on the site and may terminate the
Partnership’s use of the Staging Area effective 30 days after the hotel site developer signs its
construction contract. The Partnership shall be responsible for all costs related to the relocation
of its construction materials and equipment, which costs may be designated a Venue Project
Cost.
Section 1.13. City Not Responsible. By performing the functions described in this
Article, the City or the City’s Designee shall not, and shall not be deemed to, assume the
obligations or responsibilities of the Partnership, Architect(s), Engineer(s) or General
Contractor(s), whose respective obligations pursuant to their respective agreements with the
Partnership shall not be affected by the City or the City’s Designee’s exercise of the functions
described in this Article. The City or the City’s Designee’s review of any plans or specifications
is solely for the City’s own purposes, and the City does not make any representation or warranty
concerning the appropriateness of any such plans or specifications for any purpose. The City’s
approval of (or failure to disapprove) any such plans and specifications shall not render the City
or the City’s Designee liable for same, and the Partnership assumes and shall be responsible for
any and all claims arising out of or from the use of such plans and specifications.
Section 1.14. Schedule of Projected Project Expenditures. The Partnership shall use
commercially reasonable efforts to adhere to any Schedule of Projected Project Expenditures
submitted pursuant to Section 1.29(a)(3). The Partnership will update the Schedule of Projected
Project Expenditures from time to time as appropriate. The City acknowledges and agrees that
the Entertainment Center project may be delayed by factors beyond the Partnership’s control,
including war; riots; civil commotion; terrorist acts or activities; acts of God; governmental
restrictions, regulations, or interferences; fire or other casualty; strikes; lockouts; labor shortages;
or shortages of or unavailability in obtaining materials; acts or failure to act by any governmental
authority (including changes in interpretation of building codes, ordinances, and regulations and
delays in issuing or failure or refusal to issue permits and approvals); casualty damage;
condemnation proceedings; or unusually adverse weather conditions; regardless whether any
such factor is similar to any of those enumerated or not (“Force Majeure”).
Section 1.15. Permits; Fees. The Partnership shall contractually obligate and cause each
General Contractor, architect, engineer and consultant working on the Entertainment Center to
obtain (and to contractually obligate their respective subcontractors to obtain), as applicable, all
City permits, licenses and approvals required by law, rule, regulation or ordinance in connection
with the construction of the Entertainment Center and all other permits or approvals (if any)
issued by other governmental agencies, to the extent required by law. The Partnership shall cause
all work on the Entertainment Center to be performed in accordance with all applicable laws and
all directions and regulations of all government bodies/agencies having jurisdiction and in a good
and workmanlike manner. To the fullest extent permitted under applicable law, the City shall
take all actions permitted to be taken by the City to facilitate the construction and operation of the
Entertainment Center. The City, in its capacity as owner of the Site and not in its capacity as the
controlling municipal authority, shall cooperate with the execution, of permit applications and
other similar documents, as may be reasonably necessary for the work on the Entertainment

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Center under this Agreement. The City waives all City of Irving permit, license, inspection,
impact, tap, and other fees in connection with the design, construction, repair, renovation, and
replacement of the Entertainment Center to the extent permitted by any law, statute, ordinance,
rule, regulation, order or determination of any Governmental Authority, including without
limitation any board of fire underwriters (or other private sector body exercising similar
functions), or any recorded restrictive covenant or deed restriction affecting the Entertainment
Center or the Site or, including, without limitation, all applicable zoning ordinances and building
codes, accessibility laws and codes, flood disaster laws, health laws and regulations, and
environmental laws (“Applicable Law”).
Section 1.16. Construction Contracts. The Partnership shall have the right and
responsibility to negotiate and enter into all contracts necessary for the design, engineering,
construction and completion of the Entertainment Center. The City’s Designee shall review all
construction contracts related to the construction of the Entertainment Center and shall have the
right to interpose objections concerning the contracts which objections shall be addressed by the
Partnership to the City and/or the City’s Designee’s satisfaction prior to commencement of the
contract. The Partnership shall grant the City or the City’s Designee reasonable access to any
and all construction contracts to enable the City or the City’s Designee to approve the contracts
and monitor the design and construction of the Entertainment Center as provided in this
Agreement. All contracts relating to the design, development, renovation and construction of the
Entertainment Center shall: (i) indemnify the City and its officers and employees against any
costs or liabilities thereunder, and (ii) acknowledge that the City has no obligations and liability
thereunder, and (iii) otherwise comply with the other requirements of this Agreement. In
addition, the construction documents utilized by the Partnership to govern construction of the
Entertainment Center shall be in such form and shall contain such terms as are customary for
significant real estate development construction contracts in the north Texas area. The
Partnership shall obtain the consent of the City or the City’s Designee regarding the form of
construction contract to be used by the Partnership, including with respect to how the
Partnership’s form of construction contract provides protections to the Partnership and the City
that are not substantially less than the protections in the comparable documents typically used by
the City for similar projects in terms of size, scope and cost.
Section 1.17. General Contractor Assurances. Unless otherwise agreed to by the City,
the Partnership shall contractually arrange for, or shall contractually require that each General
Contractor (or subcontractor, as reasonably determined by the Partnership) furnish appropriate
payment and performance bonds signed by a corporate surety or sureties authorized to do
insurance business in the State of Texas and licensed to issue surety bonds in the State of Texas,
with the Partnership and the City as joint obligees on the bonds (or other appropriate security),
indemnification (which shall include commitments to defend and hold harmless) and insurance
(including, as applicable, commercial general liability, builders risk, workers’
compensation/occupational health, auto liability coverage and excess umbrella coverage), in form
and substance customary for a project with a scope similar to the Entertainment Center. The
performance and payment bonds shall be written on such bond forms and shall contain such
terms as are customary for significant real estate development construction project performance
and payment bonds in the north Texas area. The form of performance and payment bond to be
used by the Partnership shall be approved by the City or the City’s Designee, and such form of
performance and payment bond must provide protections to the Partnership and the City that are

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not substantially less than the protections in the comparable documents typically used by the City
for similar projects. Each such bond, indemnity and insurance policy shall inure to the benefit of
both the Partnership and the City; provided, however, that any funds received by the City or the
Partnership from any such bond, indemnity or insurance policy with respect to casualty losses
relating to the Entertainment Center shall be dedicated to payment of costs to complete the
Entertainment Center (or to repay debt that can be re-drawn to pay such costs). The Partnership
shall furnish to the City reasonable evidence of the performance and payment bonds,
indemnification and insurance provided by each General Contractor (or subcontractor, as
reasonably determined by the Partnership). Such insurance shall include commercial general
liability, builders risk, workers’ compensation/occupational health, auto liability and excess
umbrella coverage, each in form and substance not less than is customary for a construction
project with a scope similar to that of the Entertainment Center. The parties acknowledge and
agree that the Partnership may structure a bonding and insurance program at the level of any
General Contractor or (if commercially reasonable) at the subcontractor level to avoid
unnecessary duplication and expense. Notwithstanding the foregoing, in no event shall the
Partnership forgo any bonding at any General Contractor or subcontractor level unless the
Partnership has substantially equivalent coverage at the corresponding General Contractor or
subcontractor level, as applicable.
Section 1.18. Concessionaire Participation.
(a) The City’s participation in the Entertainment Center pursuant to this Agreement is
conditioned upon the participation of each Concessionaire specifically named in Section
1.3(c)(3) as the concession vendors for the Entertainment Center. The Partnership represents and
warrants to the City that the Partnership has entered into, and the City has approved as between
the Partnership and each Concessionaire (but subject to any non-disturbance that the City may
enter into with any Concessionaire in the City’s reasonable discretion), the following contracts
with a Concessionaire (each a “Concessionaire Agreement” and collectively the
“Concessionaire Agreements”):
(ii) Concession Agreement dated as of May 28, 2010, between the Partnership
and B Concessionaire-Las Colinas, LLC, a Texas limited liability company, dba Texas
Hospitality Group;
(iii) Retail Sublease dated as of May 28, 2010, between the Partnership and B
Retail, LLC, a Texas limited liability company; and
(iv) Content Agreement dated as of June 3, 2010, between the Partnership and
Blue Marble 360, LLC, a Texas limited liability company.
(b) Each Concessionaire Agreement shall be in full force and effect with no defaults
outstanding thereunder as a condition to the City’s issuance of the Bonds (defined in
Section 2.2(a)); otherwise, the City may terminate this Agreement and its participation
hereunder. The Partnership represents, warrants and covenants to the City that each

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Concessionaire Agreement, to the extent applicable, contains and shall contain, at a minimum,
the following:
(i) A grant of a non-exclusive, irrevocable license to the City of the Concepts
Intellectual Property Rights to the City for marketing and operation of the Entertainment
Center.
(ii) Upon a default or termination of the Lease Agreement, the City, at its
election shall be able to assume the Partnership’s interest in the Concepts Intellectual
Property Rights.
(iii) Upon the replacement of the Partnership pursuant to Section 1.28(b)

herein, the Concessionaire Agreements shall be assignable to any replacement developer
approved by the City pursuant to Section 1.28(b) or to the City, in the event a
replacement developer is not approved and the City assumes operation of the
Section 1.19. Promoter Participation. The City’s obligations under this Agreement are
conditioned upon Concepts entering into a booking agreement with a concert producer and
promoter approved by the City. The City preapproves Live Nation, AEG Worldwide, and Front
Line Management, Inc. The Partnership and the City acknowledge that Concepts has entered
into a Booking and Consulting Services Agreement – Las Colinas Entertainment Center with
Live Nation dated effective as of November 19, 2009, and agree that such agreement or other
agreement entered in accordance with this Section 1.19 shall be in full force and effect with no
default thereunder prior to the issuance of the Bonds; otherwise, the City may terminate this
Agreement and its participation hereunder.
Section 1.20. Repair and Replacement. The City shall establish a maintenance and
operations fund (the “Maintenance and Operations Fund”) to be used for ongoing maintenance
and repair of the Entertainment Center. The Maintenance and Operations Fund shall be
administered by the City in cooperation with the Partnership. The Partnership shall be able to
request funds from the Maintenance and Operations Fund for maintenance and repair of the
Entertainment Center, subject to the City’s approval and disbursement and subject to the City’s
bond covenants.
Section 1.21. Additional Requirements. In connection with the design and construction
of the Entertainment Center, the Partnership shall take or contractually obligate the following
entities or persons to take the following actions and to undertake the following responsibilities:
(a) the Partnership shall provide to the City and the City’s Designee copies (both hard
copy and electronic format, to the extent the Partnership has both formats) of schematic design,
design development and construction plans and specifications for the Entertainment Center
(including revisions) as such plans and specifications are currently in existence and as completed
after the date hereof;
(b) in accordance with the requirements between the Partnership and the City with
regard to the development and construction of the Entertainment Center, the Partnership or such
person selected by and contracting with the Partnership shall provide the City and the City’s

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Designee with a copy of the detailed construction schedule outlining the major items of work of
each major construction contractor, and any revisions to such schedule;
(c) the Partnership shall provide construction documents to the City and the City’s
Designee, signed and sealed by one or more registered professional architects or engineers
licensed in the State of Texas;
(d) the architect(s) of record shall have on-site observation responsibilities of a

standard as are customary for significant real estate development projects in the north Texas area
and of a standard at least comparable to that set forth in Section 2.6.5 of AIA Document
B141/CMA;
(e) the Partnership shall provide the City and the City’s Designee with reasonable
advance notice of regularly-scheduled construction meetings that involve the Partnership, any
General Contractor and the architect(s) or other similar engineering expert(s), and shall permit
the City and the City’s Designee to attend and observe such meetings as reasonably necessary to
monitor the project and shall provide the City and the City’s Designee with copies of such
construction schedules as are discussed and reviewed at any such regularly-scheduled
construction meeting;
(f) the Partnership or any General Contractor shall arrange for and be financially
responsible for site security;
(g) the Partnership or any General Contractor shall comply with, and shall require
that its agents and subcontractors comply with, all applicable laws regarding the use, removal,
storage, transportation, disposal and remediation of hazardous materials (defined below);
(h) the Partnership or any General Contractor shall notify and obtain the City’s and
the City’s Designee’s approval (which shall not be unreasonably withheld or delayed) for all
field changes that directly result in material changes to preexisting plans for Entertainment
Center’s connections with City streets, storm sewers and utilities;
(i) the Partnership shall or shall cause its General Contractor to promptly repair,
restore or correct, on a commercially reasonable basis, all damage caused by the General
Contractor or its subcontractors to property or facilities of the City and to reimburse the City for
out-of-pocket costs actually incurred by the City that are directly related to the City’s necessary
emergency repairs or such damage;
(j) the Partnership shall provide the City with copies of all available building
systems, training, operation and maintenance manuals and materials for the Entertainment Center
within a reasonable time following completion of construction;
(k) the Partnership shall provide the City one complete set of as-built drawings (hard
copy and electronic format, to the extent the Partnership has both formats) for the Entertainment
Center within a reasonable time following completion of construction;
(l) the Partnership shall allow the City and the City’s Designee to conduct a
reasonable pre-final and final inspection of the Entertainment Center following substantial

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completion of construction. Following substantial completion of construction, the Partnership

shall make available to the City and the City’s Designee, the Partnership’s proposed punch list
and shall reasonably consult with the City and the City’s Designee regarding such punch list;
provided, however, that the Partnership shall not be required to add to such list any item
proposed by the City or the City’s Designee unless such item constitutes an item of material
nonconformance to a technical specification set forth in the Project Scope Criteria. After (i) the
punch list items are performed to meet specifications, (ii) receipt of certification by the
Partnership’s Architect that the construction performed conforms in all material respects with the
approved plans and specifications, and (iii) a certificate of occupancy has been issued in
accordance with City ordinances, the City shall accept the Entertainment Center, provided,
however, that warranty obligations of the General Contractor and correction of defective work in
accordance with the Construction Contract shall not by such acceptance become the
responsibility of the City, but shall remain the responsibility of the General Contractor;
(m) the Partnership shall promptly obtain correction of defective work and shall cause
such work to be corrected in accordance with the Construction Contract;
(n) the Partnership shall submit its General Contractors’ haul routes to the City for
advance approval; and
(o) the Partnership shall cause to be performed any soils, construction and materials
testing appropriate for a project of this nature by certified independent laboratories under
contract to the Partnership or any General Contractor, and paid by the Partnership or such
General Contractors. During construction of the Entertainment Center, the Partnership shall
make available to the City and the City’s Designee, copies of the results of all such tests relating
to the Entertainment Center. After substantial completion of the Entertainment Center, the
Partnership shall deliver to the City the results of all such tests not previously delivered to the
City or the City’s Designee.
If any of the foregoing entities or persons shall fail in a material respect to perform any of
its contractual obligations described above (or elsewhere under this Agreement), the Partnership
shall use commercially reasonable efforts to enforce such contractual obligations against such
entities or persons.
Historically Underutilized Businesses. In constructing the Entertainment Center, the Partnership
agrees to comply with the City’s Good Faith Effort Program. The Partnership shall retain the
services of The Burrell Group to assist in its compliance with the Good Faith Effort Program for
the design and construction of the Entertainment Center. The Partnership shall take all steps
reasonably necessary to comply with The Burrell Group and its recommendations.
Section 1.23. Leadership in Energy and Environmental Design. All construction of and
relating to the Entertainment Center, excluding the Parking Facilities, shall meet Leadership in
Energy and Environmental Design standards and the Partnership shall obtain U.S. Green
Building Council LEED minimum level certification for the building shell of the Entertainment
Center.

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Section 1.24. City Police Powers. The Partnership recognizes the authority of the City
under its charter and ordinances to exercise its police powers in accordance with applicable laws
to protect the public health, safety, and welfare. Such powers extend to the Partnership’s or its
General Contractor’s construction activities on City property, and the Partnership recognizes the
City’s authority to take appropriate enforcement action in accordance with applicable laws to
provide such protection. Whenever, in the City’s judgment such action is required, the City shall
immediately notify the Partnership to resolve the situation. No lawful action taken by the City
pursuant to these police powers shall subject the City to any liability under this Agreement,
including without limitation liability for costs incurred by the General Contractor or the
Partnership, and as between the Partnership and the City, any such costs shall be the sole
responsibility of the Partnership and its General Contractor.
Section 1.25. Title and Mechanic’s Liens.
(a) Title. The Partnership agrees to do nothing before or during construction that
would cloud or otherwise prejudice the City’s ability to secure clear title to the Entertainment
Center and its constituent components; provided, however, that the Partnership shall have the
right to place a mortgage or deed of trust lien upon the Partnership’s leasehold interest in the
Entertainment Center as set forth in the Lease Agreement, but such mortgage or deed of trust lien
shall cover and affect only the Partnership’s leasehold interest in the Entertainment Center and
not the City’s fee simple title to the Entertainment Center and will be subject to this Agreement
and the Lease Agreement.
(b) Mechanic’s Liens. The Partnership agrees that the Partnership will not permit any
claim of lien made by any mechanic, materialman, laborer, or other similar liens to stand against
the Entertainment Center for work or materials furnished to the Partnership in connection with
any construction, improvements, renovation, maintenance or repair thereof made by the
Partnership or any contractor, agent or representative of the Partnership. The Partnership shall
cause any such claim of lien to be fully discharged no later than thirty (30) days after the
Partnership’s receipt of written notice of the filing thereof; provided, however, that in the event
the Partnership, in good faith, disputes the validity or amount of any such claim of lien, and if the
Partnership shall either (i) give to the City such security as the City may reasonably require to
insure payment thereof and prevent any sale, foreclosure, or forfeiture of the Entertainment
Center or any portion thereof by reason of such nonpayment or (ii) cause such lien to be bonded
around in accordance with Texas law, the Partnership shall not be deemed to be in breach of this
Section so long as the Partnership is diligently pursuing a resolution of such dispute with
continuity and, upon entry of final judgment resolving the dispute, if litigation or arbitration
results therefrom, promptly discharges said lien.
Section 1.26. City Consents. Any consent or approval by or on behalf of the City and
the City’s Designee required in connection with the design, construction, repair, renovation,
replacement, or operation of the Project or otherwise under this Agreement shall not be
unreasonably withheld, delayed, or conditioned. Any review associated with any determination to
give or withhold any such consent or approval shall be conducted in a timely and expeditious
manner with due regard to the cost to the Partnership associated with delay.

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Section 1.27. Right of the City to Make Inspection. The City and the City’s Designee
shall have the right, at reasonable times, and on reasonable notice, to enter the Entertainment
Center for the purpose of inspection of the progress of construction; provided, however, the City
and the City’s Designee shall comply with reasonable restrictions generally applicable to all
visitors to the Site that are imposed by the Partnership or its General Contractor or
subcontractors. If the Partnership is in material default under this Agreement beyond any
applicable cure period or in the event of an emergency which is not being timely addressed, the
City and the City’s Designee may enter the Site to make any repairs to the Entertainment Center
or any improvements thereon, both interior and exterior, and of every kind or nature which are
required of the Partnership under this Agreement but which the Partnership has failed to perform
after reasonable notice (other than in the case of an emergency in which notice is impossible or
impractical). The Partnership shall be obligated to reimburse the City the reasonable costs
incurred by the City for any such repairs. Nothing contained in this paragraph shall be deemed to
impose on the City any obligation to actually make repairs or alterations
Section 1.28. Conditions to City Funding.
(a) The City shall not be obligated to issue its Bonds to fund the Net Bond Proceeds
until it has received from the Partnership an executed loan commitment or other funding
commitment(s) from financial institution(s) or investors in favor of the Partnership in form and
content acceptable to the City, and in an amount equal to the Total Entertainment Center Costs
minus the Net Bond Proceeds (the “Loan Commitment”) such Loan Commitment containing no
exceptions or qualifications to funding other than the City’s issuance of its Bonds to fund the Net
Bond Proceeds, and other normal and usual conditions acceptable to the City; provided,
however, that any comparable commitment obtained by a Concessionaire for any PPP Financing
(as defined in the Lease Agreement) shall count towards the Loan Commitment.
(b) If the Partnership does not obtain the Loan Commitment (including any such
commitment obtained by any Concessionaire for any PPP Financing) by September 30, 2010, or
does not close its financing by December 31, 2010, then the Partnership will use commercially
reasonable efforts to obtain a replacement developer acceptable to the City by June 30, 2011. If
the Partnership is able to obtain a replacement developer acceptable to the City, in the City’s sole
discretion, then the Partnership will assign its rights in this Agreement and related documents to
the replacement developer and will also cause Concepts to license Concepts Intellectual Property
Rights to the replacement developer. In such event, this Agreement will continue in full force
and effect with the replacement developer being substituted for the Partnership for all purposes
and the Partnership will have no future liabilities or obligations under this Agreement. If the
Partnership does not find a replacement developer acceptable to the City by June 30, 2011, then
this Agreement will terminate as of that date. The date on which the Partnership closes its
financing is referred to as the “Closing Date.”
Section 1.29. Conditions to Commencing Construction.
(a) Partnership’s Right to Start Construction. The Partnership shall not commence
any construction unless and until the following are satisfied:

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both parties;
(2) approval, to the extent provided in this Agreement and in
accordance with the procedures set forth in this Agreement, of the plans
and specifications for the Entertainment Center for which the Partnership
is requesting permission to commence construction;
(3) the Partnership shall have provided the City with: (i) an
estimate of the total cost to plan, acquire, establish, develop, construct,
market and open the Entertainment Center (such estimate of total cost as
approved and from time to time updated, the “Total Entertainment
Center Costs”); (ii) an estimate of the Venue Project Costs, certified as
reasonable by the architect of record for the Entertainment Center or by
the Partnership’s third party construction cost consultant; (iii) a schedule
of construction, including the expenditure of the Total Entertainment
Center Costs, including the Venue Project Costs, on a monthly basis (as
updated and approved from time to time, the “Schedule of Projected
Project Expenditures”) that has been prepared by the architect of record
for the Entertainment Center or by the Partnership’s third party
construction cost consultant that has been approved by the City or the
City’s Designee; (iv) the executed Loan Commitment; and (v) unless
otherwise agreed to by the City, information reasonably satisfactory to the
City evidencing the existence of insurance and performance and payment
bonds as required by this Agreement for the Entertainment Center; and
(4) the Partnership shall have obtained all building permits,

zoning and other approvals required for the Entertainment Center.
(b) Partnership’s Obligation to Start Construction. The Partnership shall have no

obligation to commence construction unless and until the following are satisfied; provided,
however, should it proceed with construction before said matters are addressed, it does so at its
own risk:

both parties;
(2) satisfaction of the other requirements of Section 1.29(a);

and
(3) the City shall have issued its Bonds.
Section 1.30. Predevelopment Costs.
(a) The City shall pay and/or reimburse Venue Project Costs for the payment of
professional services costs of planning, establishing, and developing the Entertainment Center as
listed on the Predevelopment Budget set forth in Exhibit C from the two percent (2%) hotel
occupancy tax revenues collected pursuant to Chapter 334, Texas Local Government Code, as

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amended (“Brimer HOT Revenues”), if such funds are available. Such available Brimer HOT
Revenues may be used for the payment of the Venue Project Costs related to the planning,
establishing and developing the Entertainment Center that have incurred by the Partnership
subsequent to the execution of the Letter of Intent between the City and the Partnership dated
July 24, 2008. The amounts paid and/or reimbursed by the City pursuant to this Section shall be
the only funds available to the Partnership for the payment or reimbursement of Venue Project
Costs incurred prior to June 1, 2008 The Partnership shall pay $1,000,000 in predevelopment
costs. The City and the Partnership may modify the Predevelopment Budget in order to re-
allocate the costs and payments between line items, provided that the total approved
Predevelopment Budget does not increase.
(b) Payments to the Partnership for Predevelopment incurred pursuant to (a) above,
shall be made pursuant to a payment request (the “Payment Request”) to the City. The form of
such Payment Request is attached hereto as Exhibit D. All Payment Requests (up to the
Predevelopment Budget limit) shall be submitted in the same form to the City for payment. The
City shall review such payment request within 10 days and approve or disapprove payment
pursuant to the Payment Request. Cash payments from Brimer HOT Revenues pursuant to
request shall be made by the City within 5 days of the City’s approval of the Payment Request.
If payments pursuant to the Payment Request are made from the proceeds of bonds issued to
fund the commitment under (a) above, the City shall cause bond proceeds to be available to
payment within the shortest timeframe available under the terms of the bond documents
authorizing the bonds. To the extent Brimer HOT Revenues or bond proceeds are not available
for such payment, no such payments shall be due until such funds are available from bond
proceeds or Brimer HOT Revenues.
(c) If this Agreement is terminated pursuant to Article IV, the Partnership shall only
be entitled to the amounts described in (a) above, but is not required to refund any amounts
previously paid by the City.
ARTICLE II
Section 2.1. Partnership Contribution.
(a) The Partnership shall be responsible for all Total Entertainment Center Costs in
excess of the Net Bond Proceeds. The City and the Partnership currently expect that the
Partnership will pay approximately $50 million in private funds to plan, design, and open the
Entertainment Center. The amounts paid and to be paid by the Partnership in connection with
the foregoing (exclusive of the Net Bond Proceeds) are referred to in this Agreement as the
“Partnership Contribution”; provided, however, that any proceeds of a PPP Financing
obtained by any Concessionaire shall count towards the Partnership Contribution.
(b) If the Partnership chooses to redesign the Entertainment Center pursuant to

Section 2.2 below, the Partnership may revise the Partnership Contribution. The City shall have
the right, however, to review such Partnership Contribution in connection with its review of the
revised Entertainment Center design and shall reasonably cooperate with the Partnership to agree

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on a Partnership Contribution for the Entertainment Center. If the City and the Partnership
cannot agree, the City and/or the Partnership may terminate this Agreement pursuant to
Article IV.
Section 2.2. Net Bond Proceeds.
(a) Structure of the Bonds. The City proposes to issue bonds (or, at the City’s option,
have a local government corporation acting on behalf of the City issue bonds) to the extent
permitted by applicable law to provide funds for a portion of the Venue Project Costs as follows
(collectively, the “Bonds”):
(i) EC Bonds. “EC Bonds”, the payment of which will be secured on a

senior basis by a pledge of revenues received by the City from Brimer HOT Revenues,
refunds from the State of state sales taxes and state mixed beverage taxes from the
Entertainment Center, State hotel occupancy tax from the EC Hotel, and City sales taxes
and City mixed beverage taxes from the Entertainment Center (the foregoing revenues
being collectively referred to as the “Tax Exempt Revenues”), and “Build America
Bond” interest rate subsidies related to the EC Bonds, and on a subordinate basis by a
pledge of revenues from the City’s 7% hotel occupancy tax.
(ii) Taxable EC Bonds. “Taxable EC Bonds”, the payment of which will be

secured on a senior basis by a pledge of revenues received by the City in the form of
Parking Taxes and Ticket Taxes, and Fixed Rent and Additional Rent payable under the
Lease Agreement (all the foregoing items being as defined in the Lease Agreement)
(collectively, the “Taxable Series Payments”), and on a subordinate basis by a pledge of
Tax Exempt Revenues in excess of the amounts required to be applied to the EC Bonds,
as limited by the terms of the ordinance(s) authorizing the EC Bonds and/or Taxable EC
Bonds.
The amount of the net proceeds from the Bonds, up to a maximum equal to $200,000,000 less
costs funded by the City, whether from Brimer HOT Revenues, Bond proceeds under
Section 1.30 or otherwise, will be referred to as the “Net Bond Proceeds”. In no event will the
City have any obligation or commitment to provide funds for the cost of construction of the
Entertainment Center other than the Net Bond Proceeds; in addition, in no event shall the City
have any obligation or commitment to issue the Bonds if the rating on any series of Bonds would
be less than one of the four highest long-term rating categories for such Bonds. Upon the
Partnership’s demonstration of compliance with Section 1.28 and satisfaction of all other
conditions to issuance herein, the City shall issue and sell the Bonds as authorized by the Act and
Chapter 51 of the Local Government Code, subject to the provisions below.
(b) The amount of the Net Bond Proceeds will be determined as determined by the
City no later than September 30, 2010, and pursuant to the advice of the City’s financial advisor,
will be based on the bonding capacity for the various revenue streams pledged to secure the
Bonds under then current financial market conditions as determined by the City. The City shall
notify the Partnership of the amount of the Net Bond Proceeds no later than September 30, 2010.

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(c) Upon the notification of the City pursuant to (b) above that the amount of the Net
Bond Proceeds will be less than the estimated Venue Project Costs, the Partnership shall have the
following rights:
(i) Subject to the City’s approval, the Partnership may redesign the
Entertainment Center and reduce the Venue Project Costs to an amount that is less than
or equal to the amount of Net Bond Proceeds available from the issuance of the City’s
Bonds issued pursuant to Section 2.2(a) above. The Partnership shall submit revised
plans for the Entertainment Center and revised Total Entertainment Center Costs and
revised Schedule of Projected Project Expenditures to the City within 60 days of the
City’s notification in (b) above for the City’s approval. If the Partnership chooses not to
reduce the Venue Project Costs to an amount that is less than or equal to the Net Bond
Proceeds and does not choose to fund the deficit with its private financing pursuant to
(iii) below, the City and/or the Partnership shall have the right to terminate this
Agreement pursuant to Article IV herein. Upon submission of revised plans for the
Entertainment Center, the City and the Partnership shall reasonably cooperate on the
redesign of the Entertainment Center, including the Partnership Contribution, in order to
reach agreement on the final design, the Venue Project Costs and the Total Entertainment
Center Costs. However, if the City and the Partnership cannot reach an agreement, the
City and/or the Partnership may terminate this Agreement pursuant to Article IV herein.
After the expiration of 90 days from the date the Partnership submits a revised design of
the Entertainment Center to the City, if the Partnership and the City have not reached
agreement and have not terminated this Agreement, the Agreement shall automatically
terminate.
(ii) Upon the City’s notification in (b) above, the Partnership may notify the
City that it desires that the City fund the Net Bond Proceeds in the amount of the Venue
Project Costs by construction of the Entertainment Center in two phases based on the sum
of (1) the aggregate amount of Net Bond Proceeds the City estimates that it will be able
to obtain from the issuance of the Bonds (not to exceed an aggregate of $200,000,000)
pursuant to Section 2.2(a) above and (2) the Partnership Contribution. If the Partnership
proposes phasing of the construction of the Entertainment Center, it will deliver to the
City revised development drawings for the phases of the Entertainment Center and
revised Total Entertainment Center Costs, Venue Project Costs and Schedule of Projected
Project Expenditures for the first and second phases of the Entertainment Center. Any
phasing plan submitted by the Partnership pursuant to this Section shall provide that the
Performance Hall, the EC Hotel, and the Walkway are constructed in the first phase. The
Partnership shall submit such revised plans and estimates within 60 days of its
notification to the City of its proposal to proceed in phases pursuant to this Section. The
City shall approve or reject the revised estimates within 30 days of receipt thereof. If the
City does not approve the revised plans and estimates within 30 days, the City and/or the
Partnership may terminate this Agreement pursuant to Article IV herein. If the City
approves the revised plans and revised Total Entertainment Center Costs, Venue Project
Costs and revised Schedule of Projected Project Expenditures for the two phases of the
Entertainment Center, then the City will proceed with the issuance of the Bonds, subject
to the provisions of Section 2.2(d), for the first phase of the Entertainment Center, and the
Partnership will proceed with the construction of the first phase in accordance with this

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Agreement upon deposit of the Net Bond Proceeds from the Bonds in the Venue Project
Fund and upon the Partnership’s satisfaction of the requirements of Section 1.28 herein.
The Partnership may subsequently request that the City determine whether the market has
improved sufficiently that the City will be able to issue additional Bonds to obtain
sufficient aggregate Net Bond Proceeds to fund the construction of the second phase of
the Entertainment Center (not to exceed $200,000,000 for the total Net Bond Proceeds).
If the City determines that the market has improved sufficiently, then the City will
proceed with the issuance of the additional Bonds for the second phase of the
Entertainment Center and the Partnership will proceed with the construction of the
second phase in accordance with this Agreement upon deposit of the Net Bond Proceeds
from the Bonds in the Venue Project Fund based on the aggregate amount of additional
Net Bond Proceeds deposited by the City in the Venue Project Fund. The City shall
proceed only if the Partnership has demonstrated compliance with the requirements of
Section 1.28 herein. If the City determines that the additional Net Bond Proceeds
deposited by the City will be less than the amount of the approved Venue Project Costs
for the second phase, then the Partnership shall have the right to submit revised
development drawings, revised Total Entertainment Center Costs, Venue Project Costs
and Schedule of Projected Project Expenditures for the second phase to the City. The
Partnership shall submit such revised Total Entertainment Center Costs within 60 days of
the City’s notification that the estimated deposit from the proceeds of additional Bonds is
anticipated to be less than the remaining Venue Project Costs. The City shall approve or
reject such revised estimates within 30 days of receipt thereof. If the City does not
approve the revised estimates, the Partnership and the City shall cooperate to revise the
phase two development drawings to reach Total Entertainment Center Costs, Venue
Project Costs and a design for phase two of the Entertainment Center that are mutually
acceptable to both parties. If the Entertainment Center is built in two phases, the
$1,000,000 in Fixed Rent (as defined in the Lease Agreement) and the $250,000
maximum payments of Additional Rent (as defined in the Lease Agreement) for Festival
and naming rights shall be multiplied by a fraction (not greater than 1.0) whose
numerator is the sum of the Net Bond Proceeds for the first phase and whose
denominator is $200,000,000, until the second phase is completed and operational. Upon
the City’s approval of the foregoing, the Partnership will proceed with the construction of
the second phase; or
(iii) The Partnership may, in its sole discretion, fund the deficit in the Venue
Project Costs, with such deficit and interest thereon being reimbursed by the City from
Tax Exempt Revenues and Taxable Series Payments, if any, in excess of such revenues
required to pay debt service on the Bonds and such revenues required to fund a reserve
for other uses as specified in the Lease Agreement and/or the Bond Ordinance(s)
authorizing the issuance of the Bonds, as such excess revenues become available for
those Venue Project Costs incurred subsequent to the issuance of Bonds. Venue Project
Costs incurred subsequent to July 24, 2008 but prior to the issuance of the Bonds shall be
reimbursed at the City’s option. If no such excess revenues exist or such revenues are
insufficient to reimburse the Partnership, the City shall have no obligation to reimburse
the Partnership from any other source. The Venue Project Costs in excess of the Net
Bond Proceeds available from the sale of Bonds pursuant to Section 2.2(a) above and that

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are to be funded by the Partnership’s private financing shall be reflected in the Loan
Commitment under Section 1.28 herein.
(iv) The Partnership may find a replacement developer as specified in
Section 1.28(b) herein.
(v) The Partnership may terminate this Agreement pursuant to Article IV

herein.
(d) If the Net Bond Proceeds determined pursuant to (b) above is sufficient to fund
the Venue Project Costs or the City has agreed to proceed with construction of the Entertainment
Center in phases pursuant to (c)(ii) above, the City shall use its reasonable and best efforts to
obtain funds from the issuance, sale, and delivery of the Bonds, in one or more series, on a
taxable and/or tax-exempt basis, in an amount that is net after providing for the payment of
issuance costs, the creation of reserves, and the deposit of capitalized interest, and upon terms
and conditions that conform to Applicable Law and that are satisfactory to the City, equal to the
full amount of the Net Bond Proceeds determined pursuant to Section 2.2(a) above; and the City
is able to market or obtain assurances from reputable investment banking firms or municipal
bond underwriters selected by it of its ability to market and sell on a timely basis the Bonds, that
will provide Net Bond Proceeds in the amount determined pursuant to Section 2.2(a) above, the
City agrees to authorize and issue the Bonds. The City shall deposit the Net Bond Proceeds
pursuant to the ordinance(s) authorizing the issuance of the Bonds (the “Bond Ordinance”), and
shall reserve such funds for payment of approved Venue Project Costs as requested from time to
time by the Partnership in accordance with the terms of the Bond Ordinance. The principal
amount, structures, maturities, interest rates, provisions and special terms of the Bonds and any
other City financing shall be as approved by the City; provided, however, in no event shall it be
secured by a lien, security interest or any similar interest in the Entertainment Center. The Net
Bond Proceeds shall only be obtained through the issuance of the Bonds described herein.
Should market conditions exist that make it impossible or cost prohibitive (in the reasonable
opinion of the City and the City’s financial advisors) to issue the Bonds, the Partnership shall
have no right to demand the Net Bond Proceeds from any other funds of the City, including the
City’s ad valorem tax revenues.
Section 2.3. [Intentionally deleted].
Section 2.4. Venue Project Costs. The Venue Project Costs of the Entertainment
Center (collectively, the “Venue Project Costs”) shall be costs for which funds from the Venue
Project Fund may be used under the Act, including without limitation the following:
(a) land preparation costs, including without limitation (i) all environmental testing,
remediation and sampling necessary with respect to the Site; (ii) surveys, (iii) soils and
hydrological testing and studies, (iv) engineering work and (v) the cost of designing and
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(b) land planning, design, architectural and engineering costs incurred by the
Partnership or the City for the preparation of plans, specifications and designs for the
(c) costs incurred by the Partnership to construct, equip, and furnish the
Entertainment Center, including for appropriate construction oversight and assessments by the
Architect, Engineers and other consultants;
(d) all on site work and off-site connection work to cause utilities to be available at
the Entertainment Center, utility relocation and street improvements;
(e) fees and expenses of the General Contractor, subcontractors, consultants and other
similar persons incurred by the Partnership, directly or indirectly in connection with the
planning, design, engineering, construction, equipping and furnishing of the Project;
(f) costs incurred by the Partnership in connection with removing, or providing

security for, any material lien or encumbrance that arose in connection with the design,
engineering, construction, equipping or furnishing of the Entertainment Center;
(g) costs incurred for any “related infrastructure” (as such term is defined in the Act)
that is not located on the Site and including without limitation (A) costs of detention facilities
and other related infrastructure improvements and (B) costs of acquiring right-of-way for
designing and constructing various necessary roadway improvements which otherwise might
constitute “related infrastructure;”
(h) commercially reasonable general and administrative expenses of the Partnership

allocable to the administration or oversight of the activities contemplated in clauses (a) through
(h) above and incurred by the Partnership, directly or indirectly, in connection with the planning,
design, engineering, construction, equipping and furnishing of the Entertainment Center;
(i) zoning and land use issues and confirmation that all zoning and land use
ordinances, codes and laws allow the development and construction of the Entertainment Center
as contemplated by this Agreement, and/or the availability of variances and special use permits
for any non-compliance);
(j) fees paid by the City to the City Designee and other reasonable out-of-pocket fees
paid relating to its oversight and administration of the construction of the Entertainment Center,
including any deductible paid pursuant to Section 6.25 herein; and
(k) such other costs and expenses as the parties hereto shall mutually approve in
writing.
Section 2.5. Non-Venue Project Costs. Venue Project Costs do not include costs
incurred by the Partnership relating to the start up business costs of the Partnership or any
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Section 2.6. Partnership Project Cost Account(s). Subject to any requirements imposed
by any lender to the Partnership, the Partnership shall establish one or more accounts (each, a
“Partnership Project Cost Account”) at one or more depository institutions that have one or
more branches located in the City, into which account any cash amounts, including but not
limited to any proceeds actually drawn from any financing to be used for the Partnership
Contribution and other purposes, along with any subsequent contributions by the Partnership for
Overruns (defined in Section 2.10 below), shall be deposited. The Partnership acknowledges that
funds in the Partnership Project Cost Accounts shall be dedicated primarily to the payment of
Total Entertainment Center Costs. The Partnership will furnish to the City a quarterly report of
disbursements from the Partnership Project Cost Accounts for both Total Entertainment Center
Costs and Venue Project Costs. The Partnership Project Cost Accounts shall be administered and
controlled (including signatory authority) by the Partnership and funds in such account shall be
disbursed by the Partnership. Pending disbursement of funds in the Partnership Project Cost
Accounts, the Partnership shall invest such funds only in appropriate investments permitted and
authorized by the investment policy adopted by the Partnership as in effect from time to time. If
funds remain in the Partnership Project Cost Accounts after the completion of the Entertainment
Center and the payment of all Total Entertainment Center Costs pursuant to the terms hereof,
then such funds shall thereafter be used for operation of the Entertainment Center, for repayment
of indebtedness incurred by the Partnership, or for any other purposes as determined by the
Partnership.
Section 2.7. Creation and Control of Funds, Payment of Venue Project Costs. The City
has established the “Venue Project Fund” as required by the Act, and shall maintain the same at
its lawful depository bank, separate and apart from all other accounts and funds of the City.
Money on deposit in the Venue Project Fund may be invested in accordance with applicable
laws. 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 and provisions of the Bond Ordinance, and as and by 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 Bonds and to provide for the payment of the City’s share of each installment payment of
approved Venue Project Costs that are to be paid from the proceeds of the Bonds. The City shall
establish in the Bond Ordinance such funds and accounts as may be required by underwriters,
investors, rating agencies, and credit providers, to the extent permitted by and consistent with the
Act and other applicable laws.
Section 2.8. Payment of Venue Project Costs. The Bond Ordinance shall provide that
the trustee for the Bonds shall disburse funds held pursuant to the Bond Ordinance to pay Venue
Project Costs upon due completion of a Payment Certificate (defined below) authorizing such
payment, in the manner set forth below:
(a) “Payment Certificate” shall mean a written certificate in the form that shall be
attached to the Bond Ordinance, executed by the Partnership, a copy of which is provided to the
City’s Designee. The Payment Certificate shall, at a minimum:
(i) (A) reasonably identify and represent that the identified Venue Project
Costs are due and owing and authorized to be paid pursuant to such Payment Certificate,

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(B) specify the portions of the identified Venue Project Costs that are approved venue
project costs, and (C) certify that the amounts payable do not include contract retentions
(other than those that are due);
(ii) have attached to it a copy of an invoice(s) relating to such Venue 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 materials;
(iii) contain, in the case of any Venue Project Cost covered by such Payment
Certificate that was incurred in connection with services, goods or materials provided by
the General Contractor or any other contractor, has been executed by the Project
Architect for the purpose of confirming that such services, goods or materials have been
satisfactorily delivered or completed as the case may be;
(iv) contain, in the case of any Venue Project Cost covered by such Payment
Certificate that was incurred under contracts providing for the fees of the Partnership, or
any of their respective employees or agents has been executed by the City’s Designee for
the purpose of confirming that the amount reflected in the invoices attached to such
Payment Certificate with respect to such Venue Project Cost is consistent with the terms
of the written contract pursuant to which such Venue Project Cost was incurred;
(v) be executed by the Partnership or its designee to certify that the fees,
costs, expenses and other charges reflected on the Payment Certificate constitute Venue
Project Costs and are due and owing; and
(vi) contain wiring information for the payments made pursuant to the
Payment Certificate, which may specify that payment is made to the Partnership for
distribution to authorized and identified payees.
(b) If a Payment Certificate is otherwise completed and executed in accordance with

Section 2.7(a) above and is submitted to the City’s Designee, then the City or the City’s
Designee shall promptly, and in no event later than five (5) business days after receipt of the
Payment Certificate by the City’s Designee, note the City’s approval of payment thereunder from
funds held under the Bond Ordinance and return it to the Partnership and the trustee for the funds
held under the Bond Ordinance. The City shall or shall cause the City’s Designee to respond
promptly and expeditiously, and in no event later than five (5) business days after receipt thereof,
to all requests by the Partnership or its designee relating to Payment Certificates. If the City or
the City’s Designee timely disapproves or questions the correctness or authenticity of the
Payment Certificate by delivering a detailed notice to the Partnership, then payment with respect
to disputed portion(s) of the Payment Certificate shall not be made until the Partnership and the
City or the City’s Designee have jointly settled such dispute. The City, the City’s Designee, and
the Partnership shall meet promptly and cooperate in good faith to resolve any such disputes as
expeditiously as possible.
Section 2.9. Rights to Audit.

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(a) The Partnership shall have the right to audit, upon reasonable notice and, at its
own expense, all of the City’s expenditures and financial records related to the Bonds and, if
applicable, Brimer HOT revenues in excess of the amount of such revenues required to pay debt
service on the Bonds. Upon written request by the Partnership, the City shall give the
Partnership access to all records controlled by, or in the direct or indirect possession of the City
(other than records subject to legitimate claims of attorney-client privilege) relating to the Venue
Project Fund and the funds and accounts therein and Brimer HOT Revenues, and permit the
Partnership to review and copy such records in connection with conducting a reasonable audit of
such accounts.
(b) The City shall have the right to audit, upon reasonable notice and at its own
expense, records with respect to the Partnership Project Cost Accounts and to the expenditure of
funds to pay Venue Project Costs from the Partnership Project Cost Accounts. Upon written
request by the City, the Partnership shall give the City access to those certain records controlled
by, or in the direct or indirect possession of, the Partnership (other than records subject to
legitimate claims of attorney-client privilege) with respect to the amounts deposited to and
withdrawn from the Partnership Project Cost Accounts and the expenditure of Venue Project
Costs from the Partnership Project Cost Account, and permit the City to review such records in
connection with conducting a reasonable audit of such fund and account.
(c) The City and the Partnership shall reasonably cooperate with the assigned
independent auditors (internal or external) in this regard, and shall retain and maintain all such
records for at least 3 years from the date of completion of the Entertainment Center. All audits
must be diligently conducted.
Section 2.10. Cost Overrun Funding Commitment. The Partnership is responsible for
funding (i) all approved Venue Project Costs in excess of the Net Bond Proceeds (ii) all non-
Venue Project Costs included in the Total Entertainment Center Costs, and (iii) all Venue Project
Costs in excess of the Total Entertainment Center Costs (such excess costs being “Overruns”);
provided, however, that any PPP Financing obtained by any Concessionaire may be used to
satisfy in whole or in part the Partnership’s obligations with respect to the Overruns. If the City
reasonably determines at any time that there will be any Overruns, then the City may deliver to
the Partnership a notice (signed by the City and describing in reasonable detail the basis on which
the City has made such determination) requesting that the Partnership either (a) furnish to the
City reasonable evidence of the Partnership’s existing financial ability to complete the
Entertainment Center in accordance with this Agreement with no Overruns, including those
known or reasonably foreseeable or (b) deposit funds or deliver reasonable evidence of additional
financing, in an aggregate amount sufficient to cover the projected Overruns or otherwise provide
proof of the availability of sufficient Partnership funds. Prior to delivering the notice described in
the first sentence of this Section, the City may deliver to the Partnership a request signed by the
City that cites this Section, expresses that the City has a good faith concern about the
Partnership’s financial ability to complete the Entertainment Center due to Overruns as described
in this Section, and requests reasonable access to Partnership records in the possession and
reasonable control of the Partnership for the purpose of determining whether there is a sound
basis for the City to invoke this Section. Upon receiving any such written request, the Partnership
shall reasonably cooperate with the City to make Partnership records relating to the Venue
Project Costs expended, whether there will be any Overruns, and the funding or financing of any

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Overruns available for review by the City (at the Partnership’s offices during reasonable office
hours on reasonable notice).
Section 2.11. [Intentionally deleted.]
Section 2.12. Financing. The Partnership Contribution may be financed in any manner
determined by the Partnership. The Overruns may be financed in any manner determined by the
Partnership. The financing of the Partnership Contribution shall not be secured by, guaranteed
by or payable by any of the funds of the City or any interest in the Entertainment Center other
than the leasehold mortgage and/or any PPP Financing provided (and as defined in) in the Lease
Agreement. The Partnership currently contemplates a private loan or private equity financing to
finance a portion of the Partnership Contribution. The Partnership will be the sole obligor for
such financings and neither the City’s ownership interest in the Entertainment Center nor Brimer
HOT Revenues shall be pledged as security for such loan. The City will allow the Partnership to
pledge reimbursement revenues from the Brimer HOT Revenues pursuant to Section 2.2(c)(iii)
herein, to the extent any such revenues exist, to its private financing, such revenues to be net of
any amounts the City designates to reimburse to the City for expenditures from the City’s hotel
occupancy tax levied pursuant to Chapter 351, Texas Tax Code that have been made by the City
for the payment of debt service on the Bonds.
ARTICLE III
The Site
Section 3.1. City’s Ownership of the Entertainment Center. The City owns fee simple
title to the Site, together with all rights and appurtenances relating thereto, subject to all matters
of public record and other matters that would be disclosed by an accurate survey of the Site. The
City will provide copies of its files on the Site, including without limitation, surveys, deeds, title
policies, and environmental analysis and engineering reports, if any, upon Partnership’s request
for same, provided that the City makes no representation with respect to the accuracy or
completeness of any of the foregoing. From and after the date hereof, the City shall not grant or
convey any interest in the Site (including without limitation any liens, encumbrances or
City-controlled restrictions) that would materially adversely affect the design, engineering,
construction, furnishing, equipping or operation of the Entertainment Center and shall not use the
Site for any purpose other than the Entertainment Center. Notwithstanding the foregoing, the City
shall be free to grant such easements, right-of-ways and access rights as it deem reasonably
necessary to the development of the Entertainment Center, the Convention Center and
Convention Center Hotel that do not materially adversely affect the Entertainment Center.
Section 3.2. Condition of Property. The Partnership is responsible for and shall
undertake its own due diligence investigation of the Site and accepts the Site for Partnership’s
use on an “AS IS, WHERE IS, WITH ALL FAULTS” basis and subject to the existing physical
conditions, matters of record and zoning. To the fullest extent permitted by law, the City hereby
disclaims and the Partnership hereby waives any and all representations and warranties, express
or implied, in any way regarding the Site, including without limitation the warranties of
commercial habitability, merchantability, marketability, or fitness for a particular purpose. The
Partnership acknowledges that, having been given the opportunity to inspect the Site, the

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Partnership is relying solely on its own investigation of the Site and not on any information
provided or to be provided by the City and agrees to accept the Site for use and waives all
objections or claims against the City arising from or related to the Site or to any hazardous
materials (defined below) on the Site; provided, however, that this acknowledgment shall not
limit the parties’ commitments under Sections 3.3 and 3.4 of this Agreement. The Partnership
further acknowledges that any information provided or to be provided with respect to the Site
was obtained from a variety of sources and that the City has not made any independent
investigation or verification of such information and makes no representations as to the accuracy
or completeness of such information. The City is not liable for or bound in any manner by any
verbal or written statements, representations or information pertaining to the Site, or the
operation thereof, furnished by any real estate broker, agent, employee, servant or other person.
Section 3.3. Demolition Plan and Work. The Partnership shall be responsible for
performing, or causing to be performed, demolition of the existing concrete columns located on
the Site that may be required or appropriate in connection with the development and construction
at the Site. As promptly as practicable after the execution and delivery of this Agreement, the
Partnership shall prepare and present to the City’s Designee a detailed plan for the demolition
and removal of such existing concrete columns on the Site, and setting forth the schedule for such
demolition and removal. The City’s Designee shall promptly consult with the Partnership
regarding the demolition plan. The City and the City’s Designee and the Partnership each shall
reasonably cooperate in good faith to finalize the demolition plan as promptly as practicable after
its initial delivery by the Partnership. Such demolition shall be carried out in accordance with all
applicable laws. The costs associated with the demolition shall constitute Venue Project Costs.
The City shall cause its employees to reasonably assist the Partnership in completing the
demolition plan.
Section 3.4. Environmental Remediation. The City and the Partnership each
acknowledge that it has no knowledge of any necessity of any environmental remediation at the
Site. If it is subsequently discovered that any environmental remediation is needed at the Site,
then, as promptly as practicable after such discovery, the Partnership shall present to the City a
detailed plan for the environmental remediation of the Site, identifying steps to be taken and
setting forth the schedule for such environmental remediation. The City or the City’s Designee
shall promptly consult with the Partnership regarding the environmental remediation plan. The
City and the Partnership each shall reasonably cooperate in good faith to finalize the
environmental remediation plan as promptly as practicable after its initial delivery by the
Partnership. The final remediation plan shall result in clean up consistent with any remedy
standard authorized by Subchapter B of 30 Texas Administrative Code Chapter 350 as being
protective of human health and the environment. Such environmental remediation shall be
carried out in accordance with all applicable laws. The Partnership shall cause its General
Contractor or another contractor to perform such environmental investigation and remediation
work at the Site. The City shall take all reasonable action to cooperate with the Partnership and
its contractors in conducting such environmental remediation, including without limitation by
adopting any commercially reasonable restrictions on the Site required to meet the selected
remedy. The costs associated with the environmental remediation shall constitute Venue Project
Costs. The City shall cause its employees to reasonably assist the Partnership in completing the
environmental remediation plan.

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Section 3.5. Temporary Street Closures. To the extent reasonably requested by the
Partnership in connection with the construction of the Entertainment Center, the City shall grant
and issue to the Partnership all necessary permits to authorize temporary closures of, and shall
grant and issue to the Partnership all necessary permits to make cuts or other perforations in,
demolish and excavate all or portions of any street, alley or other public right-of-way that is
under the reasonable control of the City and that is contained in whole or in part within the Site
or that abuts any portion of the Site; provided however, all such actions are subject to the City’s
obligations to preserve and protect the public health, safety and welfare under applicable laws.
Section 3.6. Street Abandonment. At the Partnership’s request, the City will close,
vacate and abandon any streets, alleys, sidewalks or other public rights-of way that would
constitute any portion of the Site. Any costs associated such abandonment may be designated a
Venue Project Cost.
ARTICLE IV
Termination
Section 4.1. Partnership Termination Events.
(a) The Partnership may terminate this Agreement if the City determines not to sell
the Bonds or that market conditions render the City unable to issue and sell the Bonds on or
before December 31, 2010, pursuant to Section 2.2(d) herein.
(b) The Partnership may terminate this Agreement pursuant to Section 2.2(c)(i) if the
an amount that is less than or equal to the Net Bond Proceeds within the specified timeframe.
(c) The Partnership may terminate this Agreement pursuant to Section 2.2(c)(i) if the
(d) The Partnership may terminate this Agreement pursuant to Section 2.2(c)(ii) if the
(e) [Intentionally deleted.]
(f) [Intentionally deleted.]
(g) The Partnership may terminate this Agreement pursuant to Section 2.1(b) if the
City and the Partnership cannot agree on a revised Partnership Contribution.
Section 4.2. City Termination Events
(a) The City may terminate this Agreement if the City determines not to sell the
Bonds or that market conditions render the City unable to issue and sell the Bonds on or before
December 31, 2010, pursuant to Section 2.2(d) herein.

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(b) The City may terminate this Agreement pursuant to Section 2.2(c)(i) if the
an amount that is less than or equal to the Net Bond Proceeds within the specified timeframe.
(c) The City may terminate this Agreement pursuant to Section 2.2(c)(ii) if the
(d) The City may terminate this Agreement pursuant to Section 2.2(c)(ii) if the
(e) [Intentionally deleted.]
(g) The City may terminate this Agreement if the Partnership has not given evidence
of its ability to meet its approved Partnership Contribution in the form of an executed Loan
Commitment by September 30, 2010.
(h) The City may terminate this Agreement if, prior to the issuance of the Bonds, any
of the Concessionaire Agreements are no longer in full force and effect or a default exists
thereunder, as set forth in Section 1.18(b).
(i) The City may terminate this Agreement if, prior to the issuance of the Bonds,
Concepts does not have an agreement with a concert producer and promoter approved by the
City in full force and effect with no default, as set forth in Section 1.19.
(j) The City may terminate this Agreement pursuant to Section 2.1(a) and
Section 2.1(b) if the City does not approve the Partnership Contribution, or cannot agree with the
Partnership on a revised Partnership Contribution.
Section 4.3. Termination by Either Party. This Agreement may be terminated by either
Party under the following circumstances:
By either party after December 31, 2010, if the Closing Date has not occurred.
Section 4.4. Termination Procedure.
If either party determines that it wishes to terminate this Agreement pursuant to this
Section such party must deliver a written notice to the other party to the effect that the notifying
party thereby terminates this Agreement. The notice must be in writing and must specify in
reasonable detail the factual basis for the termination of this Agreement.

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ARTICLE V
Section 5.1. Partnership Default. Each of the following events shall be an “Event of
Default” by the Partnership under this Agreement:
(a) the Partnership shall fail to pay to the City any monetary sum hereby required of
thirty (30) days after the later of the date on which written notice thereof is given by the City to
the Partnership and the date on which any dispute relating to such amount is resolved by
agreement or adjudication;
(b) the Partnership shall fail in any material respect to maintain any of the insurance
or bonds required by this Agreement, and the continuation of the failure without cure for a period
of thirty (30) days after the City notifies the Partnership of the failure in writing in accordance
with the notice provisions under this Agreement;
(c) the Partnership shall fail to comply in any material respect with any term,
provision or covenant of this Agreement (other than the payment of money to the City) where
such failure to comply would materially adversely affect the construction and operation of the
Entertainment Center pursuant to this Agreement, and shall not cure such failure within ninety
(90) days after written notice thereof is given by the City to the Partnership; provided, however,
that if such default cannot reasonably be cured within ninety (90) days, then (i) the Partnership
shall commence its cure efforts within ninety (90) days of the Partnership’s receipt of notice
thereof from the City, (ii) the Partnership shall pursue such cure with commercially reasonable
diligence and continuity (subject to any appropriate delays for architectural or engineering
studies, testing or similar activities or Force Majeure) until such cure is completed, and (iii) the
Partnership shall be given an additional reasonable period of time within which to cure such
default in excess of the initial ninety (90) days;
(d) any Partnership Event of Default under the Lease Agreement; and
(e) a receiver or trustee is appointed to take possession of all or substantially all of

the assets of the Partnership; or if any action is taken or suffered by the Partnership pursuant to
an insolvency, bankruptcy, or reorganization act in respect of the Partnership; or if the
Partnership makes a general assignment for the benefit of its creditors; and such appointment,
action, or assignment continues for a period of sixty (60) days.
Section 5.2. City’s Remedies. Upon the occurrence of an Event of Default by the
Partnership, the City may pursue any legal or equitable remedy or remedies, including, without
limitation, specific performance, damages, and termination of this Agreement; provided,
however, that the City shall have no right to terminate this Agreement unless the City delivers to
the Partnership a second notice which expressly provides that the City will terminate within thirty
(30) days if the default is not addressed as herein provided (provided, however, that no such
second notice shall be required if the Event of Default hereunder is caused by a Partnership Event
of Default under the Lease Agreement for which all required notices have been given).

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Termination or non-termination of this Agreement upon a Partnership Event of Default shall not
prevent the City from suing the Partnership for specific performance, damages, injunctive relief
or other available remedies with respect to obligations that expressly survive termination. Upon
termination by the City, the City may occupy the Entertainment Center, and the Partnership shall
assign to the City any of its contracts and agreements related to the Entertainment Center
requested by the City to be so assigned. In the event the Partnership fails to pay any of the
expenses or amounts or perform any obligation specified in this Agreement, then to the extent
such failure constitutes an Event of Default hereunder, the City may, but shall not be obligated to
do so, pay any such amount or perform any such obligations and the amount so paid and the
reasonable out-of-pocket costs incurred by the City in said performance shall be due and payable
by the Partnership to the City within thirty (30) days after the Partnership’s receipt of an itemized
list of such costs and shall thereafter bear interest at the rate specified in this Agreement. All
remedies of the City under this Agreement shall be cumulative.
Section 5.3. City Default. Each of the following events shall be an Event of Default by
the City under this Agreement:
(a) the City shall fail to pay to the Partnership any monetary sum hereby required of
thirty (30) days after the later of the date on which written notice thereof is given by the
Partnership to the City and the date on which any dispute relating to such amount is resolved or
adjudicated;
(b) the City shall fail to comply in any material respect with any term, provision or
covenant of this Agreement, other than the payment of money, and shall not cure such failure
within ninety (90) days after written notice thereof is given by the Partnership to the City
(provided that if such default cannot reasonably be cured within ninety (90) days, then the City
shall have an additional reasonable period of time within which to cure such default); and
(c) The City shall fail to pursue its lawful remedies to cause the trustee for the Bonds
to make payments pursuant to the Bond Ordinance in the event that the Trustee shall default in
its duties under the Bond Ordinance and unlawfully refuse payment of amounts owed pursuant to
a Payment Certificate.
Section 5.4. Partnership’s Remedies. Upon the occurrence of any Event of Default by
the City, the Partnership may pursue any legal or equitable remedy or remedies, including,
without limitation, specific performance, damages, and termination of this Agreement; provided,
however, that the Partnership shall have no right to terminate this Agreement unless the
Partnership delivers to the City a second notice which expressly provides that the Partnership will
terminate within thirty (30) days if the default is not addressed as herein provided.
Section 5.5. Waiver. Forbearance by the non-defaulting party to enforce one or more of
the remedies herein provided upon the occurrence of an Event of Default by the other party shall
not be deemed or construed to constitute a waiver of such default. One or more waivers of a
breach of any covenant, term or condition of this Agreement by either party hereto shall not be
construed by the other party as a waiver of a different or subsequent breach of the same covenant,
term or condition. The consent or approval of either party to or of any act by the other party of a

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nature requiring consent or approval shall not be deemed to waive or render unnecessary the
consent to or approval of any other subsequent similar act.
ARTICLE VI
Miscellaneous
Section 6.1. Lease Agreement. On February 9, 2009, the City and the Partnership
entered into the Lease Agreement, which agreement has been amended and restated by that
certain Amended and Restated Entertainment Center Lease Agreement dated as of June 11, 2009,
as amended by that certain First Amendment of to Amended and Restated Entertainment Center
Lease Agreement dated as of December 3, 2009. Contemporaneously with the execution of this
Agreement, the parties shall enter into a Second Amended and Restated Entertainment Center
Lease Agreement to make it consistent with the terms and provisions of this Agreement on or
about the time the parties execute and approve this Agreement, and such document shall be
referred to herein as the “Lease Agreement”.
Section 6.2. City Suites. The City shall retain the exclusive right to use and occupy
one of the three largest box suites in the Performance Hall and a hospitality suite within the
Entertainment Center, the location of such suites to be mutually determined by the City and the
Partnership. In addition, the Partnership shall provide a food and beverage allocation to the City
for its use of the box suite in the maximum annual amount of $150,000, such maximum amount
to increase by 2% per annum.
Section 6.3. Further Agreements. The City and the Partnership each will use their good
faith efforts to complete and execute, as soon as practicable following the execution of this
Agreement, all documentation necessary or appropriate to carry out the transactions agreed to by
the parties in this Agreement.
Section 6.4. GOVERNING LAW. THIS AGREEMENT SHALL BE INTERPRETED

AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE
LAWS AND COURT DECISIONS OF THE UNITED STATES APPLICABLE THERETO
AND THE LAWS AND COURT DECISIONS OF THE STATE OF TEXAS APPLICABLE TO
AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED IN SUCH STATE.
Section 6.5. Venue for Actions. The venue for any legal action arising out of this
Agreement shall lie exclusively in Dallas County, Texas.
Section 6.6. Dispute Resolution. The parties commit to use commercially reasonable,
diligent efforts to cooperate and resolve in good faith all issues and disputes that may arise out of
this Agreement. Prior to instituting any legal action against the other in relation to any matter
arising out of this Agreement, the Partnership and the City shall submit each material dispute to
non-binding mediation under reasonable and customary practices to be agreed to in each instance
by the parties.
Section 6.7. Obligations to Defend Validity of Agreement. If litigation is filed by a

third party against the Partnership or the City in an effort to enjoin either party’s performance of
this Agreement, the parties hereto shall take all commercially reasonable steps to support and

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defend the validity and enforceability of this Agreement. Either party may intervene in any such
matter in which the other party hereto has been named as a defendant. Each party shall be
responsible for its Legal Costs (defined in Section 6.25).
Section 6.8. Successors and Assigns. This Agreement may not be assigned by either
party without the express written consent of the other party other than a collateral assignment by
the Partnership in connection with a mortgage by the Partnership of its leasehold interest under
the Lease Agreement or under Section 2.12. The provisions hereof shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and assigns.
Section 6.9. Entire Agreement; Amendment; Ratification and Full Force and Effect.
This Agreement (including the Exhibits attached hereto), the Access and Due Diligence
Agreement and the other documents delivered pursuant hereto and referenced herein constitute
the full and entire understanding and agreement between the parties with regard to the subject
matter hereof and thereof and supersede any prior or contemporaneous, written or oral
agreements or discussions between the parties. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a
written instrument signed by the parties hereto. As amended and restated by this Agreement, the
Prior Agreement shall remain in full force and effect, and each party ratifies its respective
obligations under the Prior Agreement, as amended and restated hereby.
Section 6.10. Exclusive Dealing and Non-Compete Covenants.
(a) During the Lease Term, the Partnership, Concessionaire, and any affiliated entity,
successor or assign, will not solicit or accept any proposal of, or enter into any plan or agreement
with, any county or any city other than the City regarding any project or facility having a purpose
similar to the Entertainment Center (meaning any similarly sized performance venue with
adjacent or incorporated retail and restaurant element(s)) within 150 miles of the Entertainment
Center or within the Austin, San Antonio, and Oklahoma City metropolitan areas. Further,
neither the Partnership nor Concessionaire will own or operate any other facility or project
having a purpose similar to the Entertainment Center within 150 miles of the Entertainment
Center or within the Austin, San Antonio, and Oklahoma City metropolitan areas. Nothing in
this Section 6.10(a) prevents the Partnership or Concessionaire from owning or operating a
facility or project having a purpose similar to the Entertainment Center in the Houston
metropolitan area. Nothing in this Section 6.10(a) imposes any limitations on the concert
promoter for the Entertainment Center.
(b) During the term of this Agreement, the City will not, directly or indirectly, own,
manage, operate, control, finance, sponsor, develop, provide City-owned land or in any other
way participate in or cooperate with (subject to applicable laws) any entertainment or multi-use
venue similar to the Entertainment Center located anywhere within the City, excluding any
existing City facilities and excluding any similar facility currently under negotiation by the City
as of the date of this Agreement.
Section 6.11. Joint Operation and Booking Agreement. It is the City’s intent that the
Convention Center and Entertainment Venue be jointly operated as one City project. The City
and the Partnership, or the Partnership’s design or operator shall enter into an agreement

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regarding the booking of the Entertainment Center as set forth in Section 5 of the Lease
Agreement.
Section 6.12. Waiver. No term or condition of this Agreement shall be deemed to have
been waived, nor will there be any estoppel to enforce any provision of this Agreement, except
by written instrument of the party charged with such waiver or estoppel.
Section 6.13. Representatives. During the term of this Agreement, the City Manager or
his designee shall have full authority to administer this Agreement on behalf of the City. The
Partnership shall be entitled to rely on the authority of the City Manager or his designee for such
purposes under the Prior Agreement.
During the term of this Agreement, the Partnership shall designate two individuals who
shall have full authority to administer this Agreement on behalf of the Partnership. The initial
Partnership representatives shall be William F. Beuck, II and Wynona Winters. The Partnership
may designate a permanent or temporary replacement for any Partnership representative by
delivering a notice to the City executed by the Partnership.
Section 6.14. Notices. All notices, demands, requests, approvals, or other

communications required or permitted under this Agreement must be in writing and sent to the
addresses specified below and, unless personal delivery is effected earlier, will be deemed
delivered:
(a) three (3) business days after deposit in the United States Mail, postage prepaid,
registered or certified mail, return receipt requested, on a business day during business hours; or
(b) the next business day after delivery to any nationally-recognized overnight
delivery service on a business day during business hours for prepaid delivery on the next
business day; or
(c) on the business day sent, if sent by facsimile (and the sending facsimile generates
a written confirmation of sending) or e-mail prior to 3:00 p.m., Dallas, Texas time, with a
confirming copy being sent by one of the other specified methods on the same business day;
If to the City: City of Irving

Irving, Texas 75060
Telephone: 972-721-2586
Facsimile: 972-721-2420
E-mail: tgonzlez@cityofirving.org

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With copy to: City of Irving

Irving, Texas 75060
Attention: Charles R. Anderson
City Attorney
Telephone: 972-721-2541
Facsimile: 972-721-2750
E-mail: bmcdonald@cityofirving.org
If to the Partnership: Las Colinas Group, LP

Suite 1715-North
Irving, Texas 75039
Telephone: 972-444-2200
Facsimile: 972-444-2201
E-mail: bbeuck@lascolinasgroup.com
with copies to: CSE Commercial Real Estate

4956 N. O’Connor Blvd.
Irving, Texas 75062
Telephone: 469-417-0101
Facsimile: 469-417-0104
and to: Munsch Hardt Kopf & Harr, P.C.

3800 Lincoln Plaza
Dallas, Texas 75201
Telephone: 214-855-7533
Facsimile: 214-978-4310
Any party may change its address and specify as its address for the purposes hereof to any
other address in the United States of America by giving the other party at least fifteen (15) days’
prior notice. Notices given by counsel for any party are effective as notices by the party.
Section 6.15. Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, such provision shall be reformed to the extent necessary to permit enforcement
thereof, and the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.16. Delays or Omissions. Except as otherwise provided herein to the contrary,
no delay or omission to exercise any right, power or remedy inuring to any party upon any breach
or default of any party under this Agreement shall impair any such right, power or remedy of

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such party nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. All remedies either under this Agreement or by law or
otherwise afforded to the parties shall be cumulative and not alternative.
Section 6.17. No Third-Party Beneficiaries. The City and the Partnership intend that this
Agreement shall not benefit or create any right or cause of action in or on behalf of any
third-party beneficiary, or any individual or entity other than the City, the Partnership or
assignees of such parties, except as specified in Section 6.25.
Section 6.18. No Joint Venture. Nothing contained in this Agreement or any other
agreement between the Partnership and the City is intended by the parties to create a partnership
or joint venture between the Partnership, on the one hand, and the City on the other hand and any
implication to the contrary is hereby expressly disavowed. It is understood and agreed that this
Agreement does not create a joint enterprise, nor does it appoint either party as an agent of the
other for any purpose whatsoever. Neither party shall in any way assume any of the liability of
the other for acts of the other or obligations of the other. Each party shall be responsible for any
and all suits, demands, costs or actions proximately resulting from its own individual acts or
omissions.
Section 6.19. Counterparts. This Agreement may be executed in any number of

counterparts, each of which shall be an original, but all of which together shall constitute one and
the same instrument.
Section 6.20. Titles and Subtitles. The titles of the articles, sections, paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
Section 6.21. Limited Recourse. No officer, director, employee, agent, attorney or

representative of the Partnership shall be deemed to be a party to this Agreement or shall be
liable for any of the contractual obligations created hereunder. No elected official of the City and
no agent, attorney or representative of the City shall be deemed to be a party to this Agreement or
shall be liable for any of the contractual obligations created hereunder.
Section 6.22. Indemnity. The Partnership shall indemnify and hold the City, its officers,
agents, employees, and representatives, harmless against any and all claims, injuries (including
death), demands, liabilities, causes of action, suits, judgments, damages and expenses (including
Legal Costs) asserted against the City by any third party and arising from (i) the negligence or
intentional misconduct of the Partnership or its officers, employees, agents, contractors and
subcontractors in connection with the development, design and construction of the Entertainment
Center, except to the extent caused by the negligence or willful misconduct of the City, the City
Designee, or their respective officers, agents, employees, or representatives, or (ii) the
Partnership’s material breach of any provision of this Agreement, including without limitation
any insurance obligations. This Section shall survive termination or expiration of this Agreement.
The provisions of this Section are solely for the benefit of the City, and shall not be deemed to be
for the benefit of any other person or entity. Notwithstanding the indemnity set forth in this

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Section, the City shall diligently and timely assert all reasonable defenses (including without
limitation sovereign immunity and defenses otherwise available to the City as a municipal
corporation) against any third-party claim that the City believes is covered by the indemnity in
this Section.
Section 6.23. Gift to Public Servant. The Partnership shall not, and shall use
commercially reasonable efforts to cause its contractors and agents to not, offer, or agree to
confer any benefit upon a City employee or official that the City employee or official is
prohibited by law from accepting.
For purposes of this Section, “benefit” means anything reasonably regarded as pecuniary
gain or pecuniary advantage, including benefit to any other person in whose welfare the
beneficiary has a direct or substantial interest, but does not include a contribution or expenditure
made and reported in accordance with law.
Notwithstanding any other legal remedies, the City may require the Partnership to
remove any employee or contractor of Partnership from performance responsibilities under this
Agreement who has violated the restrictions of this section or any similar state or federal law.
Section 6.24. Hazardous Materials. The Partnership and the City each shall comply
with, and shall require that their respective agents, contractors and subcontractors comply with,
all applicable laws regarding the use, removal, storage, transportation, disposal and remediation
of “hazardous materials.” “Hazardous materials” means any substance, material or waste which
is now or hereafter classified or considered to be hazardous, toxic or dangerous under any
federal, state or local laws, rules and regulations affecting the Site relating to pollution or the
protection or regulation of human health, natural resources or the environment, but shall exclude
any such items that are necessary for the ordinary performance of the Partnership’s
business/construction activities, provided that such are used, stored and disposed of in
compliance with all laws.
Section 6.25. Waiver of Subrogation. The City and Partnership release each other,
Concessionaire, and any mortgagee(s) from all Claims for Losses of or to (i) the Entertainment
Center, (ii) furniture, fixtures, equipment, and other tangible and intangible property owned by
the City or the Partnership, or (iii) business or revenues, provided the Losses are covered by the
releasing party’s property insurance or would have been covered by the required insurance if the
party does not maintain the property insurance coverages required by this Agreement. The party
incurring the Loss is responsible for any deductible or self-insured retention under its property
insurance, provided that any deductible paid by the City shall be a Venue Project Cost. The
parties will notify the issuing property insurance companies of the releases set forth in this
Section and will have the property insurance policies endorsed, if necessary, to prevent
invalidation of coverage. THE WAIVERS AND RELEASES IN THIS SECTION APPLY
NOTWITHSTANDING ANY SINGLE ACTION RULE UNDER WORKERS’
COMPENSATION STATUTES OR IF THE LOSS IS CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE OR STRICT LIABILITY OF THE RELEASED PARTY, BUT DO NOT
APPLY TO THE EXTENT THE LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE RELEASED PARTY. “Claim” means the assertion of a
legal right, including a demand, legal action, suit, or proceeding, whether filed or threatened,

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alleging responsibility for a Loss. “Loss” means any actual or alleged liability, cost, or expense
(including Legal Costs), loss, damages, judgment, or penalty of any nature or description
suffered by a person or property, including (A) harm to, impairment, loss, or diminution in the
value of tangible or intangible property or its use, and loss of business or revenues, or (B)
physical harm to or death of a natural person. “Legal Costs” means reasonable court costs,
attorneys’ and paralegals’ fees, experts’ fees, and other costs and expenses incurred in
investigating, preparing, prosecuting, or settling any legal action or proceeding or arbitration,
mediation, or other method of alternative dispute resolution.
Section 6.26. Business Days. “Business days” are all weekdays other than New Year’s
Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and the day after Thanksgiving, Christmas Eve and Christmas Day.
Section 6.27. Legal Costs. If either party does not comply with any of the terms of this
Agreement to be complied with on its part and the other party commences a legal proceeding or
arbitration or mediation to enforce the terms of this Agreement, the prevailing party in any such
proceeding or arbitration or mediation will be entitled to receive from the other party its Legal
Costs.
****

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This Agreement has been executed and delivered as of the date first written above.
CITY OF IRVING
By: ________________________________
HERBERT A GEARS
MAYOR
CHARLES ANDERSON, CITY ATTORNEY
By: ________________________________
Name: ________________________________
Title: ________________________________
ATTEST:
___________________________
JANICE CARROLL
CITY SECRETARY

By: Las Colinas Group GP, LLC

Its General Partner
By:
Name:
Title:
Signature Page to Entertainment Center Development Agreement

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A-1
SITE
EXHIBIT A
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EXHIBIT B
PROJECT SCOPE CRITERIA
Performance Hall consists of approximately 5,200 ticketed seats
Capacity for major event is approximately 6,500 (seats and standing)
Distance from stage to last seat ± 180 feet
Approximately 50,000 square feet of open air plaza
Approximately twelve (12) live music stages
Approximately nine (9) full-service entertainment restaurants
Approximately five (5) music facilities with limited food service
Entertainment Center size ± 600,000 square feet
Approximately twenty-two (22) Performance Hall Box Suites
Approximately twenty-one (21) Hospitality Suites
Approximately twelve (12) fully equipped luxury hotel rooms, along with a
lobby, reception desk, concierge, and valet parking services located in the
Performance Hall building
Retail space ± 7,500 square feet
Onsite parking – 1,200 spaces
B-1
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EXHIBIT C
PREDEVELOPMENT BUDGET
[Follows this page.]
[LCG will provide updated Exhibit.]
C-1
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EXHIBIT D
PAYMENT REQUEST FOR PREDEVELOPMENT COSTS
The undersigned hereby certifies to the following and requests the payment of the amounts listed
in the attached document pursuant to Section 1.30 of that Entertainment Center Development
Agreement dated December 11, 2008 (the “Agreement”) between the City of Irving, Texas (the
“City”) and Las Colinas Group, LP (the “Partnership”). The undersigned makes the following
representations:
1. He (she) is a duly authorized officer of the Partnership qualified to execute

this Payment Request for payment on behalf of the Partnership and is
knowledgeable as to the matters set forth herein.
2. A description of and supporting documentation for the Venue Project

Costs of the Entertainment Center, as described in Section 1.30 of the Agreement,
that are to be funded pursuant to this Payment Request is attached hereto as
Schedule 1 and such Venue Project Costs are due and owing Venue Project Costs
authorized to be paid pursuant to Section 1.30 of the Agreement.
3. The Venue Project Costs identified in Schedule 1 are authorized to be paid

by the Partnership to the vendors identified in Schedule 1.
4. The total amount requested to be disbursed pursuant to this Payment

Request is $___________________.
5. Amounts disbursed pursuant to this Payment Request shall be distributed

pursuant to wiring instructions attached hereto.
___________________________,
Authorized Representative
Certified for Approval By: _______________________________

Date: _________________
Attachments
Schedule 1

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14
AGENDA ITEM SUMMARY

Recommending Department: Real Estate & Development LSR No: 11254
Resolution -- Authorizing the Mayor to Execute a Second Amended and

Restated Entertainment Center Lease Agreement with Las Colinas Group,
LP
2. Impact: Approval of the second amended and restated lease will establish terms for
the operation of the Irving Entertainment Center at Las Colinas.
3. This document amends the lease of the entertainment center to provide:
(i) Following the first two twenty-five year terms, the fixed rent will be revised to the
then fair market rental rate for the next renewal, but not less than $1,000,000 per
year.
(ii) Minimum number of performance days in the performance hall is increased from
150 to 200.
(iii) Addition of an annual Tenant expenditure of $4,000,000 for “free music,
promotions and giveaway”.
(iv) Method for the Tenant or Concessionaire to finance and encumber personal
property such as kitchen fixtures, and create a financing reserve equal to 12 months
principal and interest on that financing.
(v) Revisions to conform to the current financing program, anticipated revenues and
federal tax issues.
Recommendation
RES-2009-533 First Amendment to the Amended and
Restated Entertainment Center Lease and
Development Agreements
RES-2009-246 Amended and Restated Entertainment Center
Lease Agreement
RES-2009-65 Entertainment Center Lease Agreement
ATTACHMENTS:
Packet Pg. 320

14
RES Second Amended Entertainment Center Lease Agreement - 7-30-10 (DOC)

Second Amended Entertainment Center Lease Agreement - Bluelined - 7-30-10 (DOC)

None
Prepared: 7/23/2010 12:31 PM by Cynthia Castro
Last Updated: 7/29/2010 07:17 PM by Brenda McDonald
Packet Pg. 321

14
CITY OF IRVING
WHEREAS, on February 5, 2009, the City Council approved Resolution No. RES-2009-65,
which approved the Entertainment Center Lease Agreement between the City of Irving and Las Colinas
Group, LP, for the tenancy and operation of the Entertainment Center by Las Colinas Group, LP; and
WHEREAS, on June 11, 2009, the City Council approved Resolution No. RES-2009-246,
which approved the Amended and Restated Entertainment Center Lease Agreement between the City of
Irving and Las Colinas Group, LP, clarifying the schedule of obligations and creating a public area
programming fund;

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the attached Second Amended and Restated
Entertainment Center Lease Agreement between the City of Irving and Las Colinas
Group, LP, which establishes terms for the operation of the Entertainment Center, and
the Mayor is authorized to execute said agreement substantially in the form of the
agreement attached hereto, and as approved by the City Attorney.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: RES Second Amended Entertainment Center Lease Agreement - 7-30-10 (3504 : 29 Agree 2Nd Amend & Restated Entertain Ctr
ENTERTAINMENT CENTER LEASE AGREEMENT
between
THE CITY OF IRVING
and
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TABLE OF CONTENTS
1. DEMISE; CONVEYANCE; NET LEASE.......................................................................... 3

(a) Entertainment Center .......................................................................................... 3
(b) Urban Towers Parking Agreement ...................................................................... 3
(c) Net Lease............................................................................................................ 3
2. LEASE TERM ................................................................................................................. 3
(a) Development Period............................................................................................ 3
(b) Initial Term .......................................................................................................... 3
(c) Renewal Terms ................................................................................................... 4
(d) Lease Term ......................................................................................................... 4
3. RENTAL ......................................................................................................................... 4
(a) Fixed Rent........................................................................................................... 4
(b) Additional Rent.................................................................................................... 4
(c) Parking and Ticket Taxes; Taxable Series Payments.......................................... 5
(d) Rent .................................................................................................................... 6
(e) Utilities ................................................................................................................ 6
(g) City Audit Rights.................................................................................................. 6
(h) Partnership Audit Rights...................................................................................... 6
(i) Security Deposit .................................................................................................. 7
4. USE OF ENTERTAINMENT CENTER............................................................................ 7
(a) Use...................................................................................................................... 7
(b) Prohibited Uses................................................................................................... 7
(c) Compliance with Laws......................................................................................... 7
(d) Programming....................................................................................................... 8
(e) Naming Rights..................................................................................................... 8
(f) Operation of the Entertainment Center ................................................................ 8
(g) Free Music, Promotions, and Giveaways ............................................................ 9
5. JOINT OPERATION AND BOOKING AGREEMENT .................................................... 10
(a) EC Hotel and Daytime Advanced Booking......................................................... 10
(b) Nighttime Use.................................................................................................... 11
(c) City Suites......................................................................................................... 11
(d) Cross-Promotion ............................................................................................... 11
6. IMPROVEMENTS......................................................................................................... 11
(a) Plan Approval.................................................................................................... 11
(b) Alterations ......................................................................................................... 11
(c) Liens ................................................................................................................. 11
(d) Title to the Entertainment Center....................................................................... 12
(e) Surrender .......................................................................................................... 14
(f) Casualty Damage.............................................................................................. 14
(g) Maintenance of the Improvements; Capital Improvements Reserve; Maintenance
and Operations Fund......................................................................................... 16
(h) Waiver of Fees .................................................................................................. 18
(i) City Consents.................................................................................................... 18
(j) Warranties......................................................................................................... 18
(k) Payment of Capital Improvements Costs........................................................... 19
(l) Parking Rent and Insurance Reserves .............................................................. 20

ENTERTAINMENT CENTER LEASE AGREEMENT (i)
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7. QUIET ENJOYMENT.................................................................................................... 21
8. TAXES.......................................................................................................................... 21
(a) Tax Exempt Status ............................................................................................ 21
(b) Assignment or Sale by City ............................................................................... 21
(c) Payment of Personal Property Taxes ................................................................ 21
(d) Tax Contests ..................................................................................................... 22
(e) Exclusions......................................................................................................... 22
(f) Construction Sales Tax Exemption.................................................................... 22
9. CONDEMNATION ........................................................................................................ 23
(a) Right of Eminent Domain................................................................................... 23
(b) Notice; Cooperation........................................................................................... 23
(c) Total Taking ...................................................................................................... 23
(d) Partial Taking; Restoration ................................................................................ 23
(e) Temporary Taking ............................................................................................. 24
(f) Condemnation Award........................................................................................ 24
10. EASEMENTS, ZONING AND RESTRICTIONS ............................................................ 25
(a) Easements, Dedications, and Abandonments ................................................... 25
(b) Zoning ............................................................................................................... 25
11. INSURANCE................................................................................................................. 25
(a) Special Form Property Coverage For Entertainment Center.............................. 25
(b) The Partnership's Insurance.............................................................................. 25
(c) Mutual Release ................................................................................................. 26
12. SUBLETTING AND ASSIGNMENT BY THE PARTNERSHIP....................................... 27
(a) Right to Sublease.............................................................................................. 27
(b) Right to Assign .................................................................................................. 27
(c) Retail Subleases ............................................................................................... 27
(d) Recognition of Subleases.................................................................................. 27
(e) Notices of Default under Subleases................................................................... 28
13. FINANCING .................................................................................................................. 28
(a) Right to Mortgage Leasehold Estate.................................................................. 28
(b) Notices to Partnership Mortgagees ................................................................... 28
(c) Right to Cure ..................................................................................................... 28
(d) Option for New Lease........................................................................................ 29
(e) Obligation to Cure ............................................................................................. 29
(f) Modifications; Surrender.................................................................................... 30
(g) Rights Cumulative ............................................................................................. 30
(h) Partnership Mortgagee Designee ...................................................................... 30
14. DEFAULT ..................................................................................................................... 31
(a) Event of Default by the Partnership ................................................................... 31
(b) Monetary Default by the Partnership ................................................................. 31
(c) Failure by the Partnership to Carry Required Insurance .................................... 32
(d) Non-Monetary Default by the Partnership.......................................................... 32
(e) Cross Default Under the Development Agreement ............................................ 32
(f) Cross Default Under the Urban Towers Parking Agreement.............................. 32
(g) Cross Default Under any Concessionaire Agreement........................................ 32
(h) Enforcement of Remedies by the City ............................................................... 32
(i) No Waiver ......................................................................................................... 33

ENTERTAINMENT CENTER LEASE AGREEMENT ( ii )
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(j) Bankruptcy ........................................................................................................ 33
(k) Default by the City ............................................................................................. 34
15. LIMITATIONS ON LIABILITY........................................................................................ 34
(a) Non-Liability of the City...................................................................................... 34
(b) Limitations on Liability of the Partnership .......................................................... 34
(c) Termination of Development Agreement ........................................................... 35
(d) Waiver of Consequential Damages ................................................................... 35
16. FORCE MAJEURE ....................................................................................................... 35
17. ESTOPPEL CERTIFICATES ........................................................................................ 35
18. LANDLORD'S LIEN ...................................................................................................... 36
19. REPRESENTATIONS AND WARRANTIES.................................................................. 36
(a) The City's Representations and Warranties....................................................... 36
(b) The Partnership's Representations, Warranties and Covenants........................ 37
20. MISCELLANEOUS ....................................................................................................... 38
(a) Relationship ...................................................................................................... 38
(b) Numbers and Gender........................................................................................ 38
(c) Memorandum of Lease...................................................................................... 38
(d) Heading............................................................................................................. 39
(e) References........................................................................................................ 39
(f) Notices .............................................................................................................. 39
(g) Laws and Venue................................................................................................ 40
(h) Partial Invalidity ................................................................................................. 40
(i) Entire Agreement; Amendments........................................................................ 41
(j) Counterparts ..................................................................................................... 41
(k) Successors and Assigns ................................................................................... 41
(l) Merger of Title ................................................................................................... 41
(m) Approvals; Consents ......................................................................................... 41
(n) Time is of the Essence ...................................................................................... 41
(o) Legal Costs ....................................................................................................... 41
(p) Brokers.............................................................................................................. 42
(q) Perpetuities ....................................................................................................... 42
(r) Obligations to Defend Validity of Lease ............................................................. 42
(s) Exclusive Dealing and Non-Compete Covenants .............................................. 42
(t) Business Days .................................................................................................. 42
(u) Relationship with ICVB...................................................................................... 43
(v) Charitable Fundraisers ...................................................................................... 43
21. CONCESSIONAIRE AGREEMENTS............................................................................ 43
(a) Concessionaire Agreements ............................................................................. 43
(b) Specific Requirements....................................................................................... 43
(b) Subsequent Concessionaires............................................................................ 44
22. PROMOTER PARTICIPATION ..................................................................................... 44
23. RESIDENTIAL DEVELOPMENT RIGHTS .................................................................... 45
24. ENVIRONMENTAL MATTERS ..................................................................................... 45
(a) Environmental Investigation and Remediation................................................... 45
(b) Presence and Use of Hazardous Materials........................................................ 45

ENTERTAINMENT CENTER LEASE AGREEMENT ( iii )
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(c) Cleanup Costs; Default, and Indemnification ..................................................... 46
(d) Hazardous Materials ......................................................................................... 47
25. PUBLIC AREA PROGRAMMING FUND....................................................................... 47
26. BONDS AND FUTURE AMENDMENTS ....................................................................... 48

ENTERTAINMENT CENTER LEASE AGREEMENT ( iv )
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THIS SECOND AMENDED AND RESTATED ENTERTAINMENT CENTER LEASE

AGREEMENT (this Lease) is entered into effective as of _______________, 2010 (the
Execution Date), by the City of Irving, Texas, a municipal corporation of the State of Texas and
home rule city (the City), and Las Colinas Group, LP, a Texas limited partnership (the
Partnership).
BACKGROUND:
A. The City is the owner of the fee simple estate in a tract of land located in Irving, Dallas
County, Texas, more particularly described on Exhibit A attached hereto (the Site),
together with all Improvements (defined below) now or hereafter located on the Site (the
Site and the Improvements being collectively, the Entertainment Center).
B. The Entertainment Center consists of the Site and the following Improvements to be
constructed thereon:
(a) a performance hall with a seated capacity of approximately 5,200 persons,

including suites and boxes (the Performance Hall);
(b) fully-equipped luxury hotel rooms, along with a lobby, reception desk, concierge
and valet parking services located in the Performance Hall building (the EC
Hotel);
(c) related on-site restaurants with performance spaces, if applicable (the

Restaurants);
(d) a landscaped pedestrian walkway (the Walkway) connecting the Entertainment

Center to the Convention Center owned by the City to the north of the Site and
the on-site promenade (the Promenade) outside of the Performance Hall and
adjacent to the Restaurants;
(e) an open air plaza directly connected to the Performance Hall that will be utilized
for outdoor festivals, concerts, and other events (the Plaza);
(f) an approximately 1,200 space structured parking garage (the Parking Facilities)
that will serve the Entertainment Center; and
(g) on-site utilities and other above-ground and under-ground infrastructure

supporting the Entertainment Center and off-site infrastructure required to
connect to existing City utility infrastructure (collectively, the Entertainment
Center Infrastructure).
C. The Partnership wants to lease the Entertainment Center from the City on the terms
specified below.
D. The City and the Partnership entered into a separate and independent Second Amended
and Restated Entertainment Center Development Agreement dated of even date

ENTERTAINMENT CENTER LEASE AGREEMENT Page 1
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herewith (the Development Agreement), that governs the design and construction of
the Entertainment Center and the rights and obligations of the parties during the
Development Period (defined below).
E. Notwithstanding the execution of this Lease as of the Execution Date, the City and the
Partnership agree that any use pursuant to this Lease shall commence only upon
satisfaction of all of the applicable contingencies set forth in the Development
Agreement, including the contingencies set forth in Sections 4.1 and 4.2 of the
Development Agreement (collectively, the Development Agreement Contingencies).
F. The City, as tenant, has entered into a Parking Lease Agreement with SP Millennium
Center, L.P., as landlord (the Urban Towers Parking Agreement), covering certain
parking rights in the complex known as Urban Towers, 222 East Las Colinas Blvd.,
Irving, Texas 75039 (the Urban Towers Parking Facilities). The City will assign its
rights under the Urban Towers Parking Agreement to the Partnership on the terms
specified below.
G. The City and the Partnership entered into an Entertainment Center Lease Agreement
dated as of February 9, 2009, as amended and restated in that certain Amended and
Restated Entertainment Center Lease Agreement dated as of June 11, 2009, as
amended by that certain First Amendment to Amended and Restated Entertainment
Center Lease Agreement dated as of December 3, 2009 (collectively, the Prior Lease).
H. The City and the Partnership want to amend and replace the Prior Lease by entering into
this Lease.
I. The City proposes to issue bonds (or, at the City’s option, have a local government
corporation acting on behalf of the City issue bonds) to the extent permitted by
applicable law to provide funds for a portion of the Venue Project Costs as follows
(collectively, the Bonds):
a. EC Bonds, the payment of which will be secured on a senior basis by a pledge

of revenues received by the City from Brimer HOT Revenues (defined below),
refunds from the State of state sales taxes and state mixed beverage taxes from
the Entertainment Center, State hotel occupancy tax from the EC Hotel, and City
sales taxes and City mixed beverage taxes from the Entertainment Center (the
foregoing being collectively referred to as the Tax Exempt Revenues), and
“Build America Bond” interest rate subsidies related to the EC Bonds, and on a
subordinate basis by a pledge of revenues from the City’s 7% hotel occupancy
tax.
b. Taxable EC Bonds, the payment of which will be secured on a senior basis by a

pledge of revenues received by the City in the form of Parking Taxes and Ticket
Taxes, and Fixed Rent and Additional Rent (each as defined below) payable
under this Agreement (collectively, the Taxable Series Payments), and on a
subordinate basis by a pledge of Tax Exempt Revenues in excess of the
amounts required to be applied to the EC Bonds, as limited by the terms of the
ordinance(s) authorizing the EC Bonds and/or Taxable EC Bonds.
The amount of the net proceeds from the Bonds, up to a maximum amount equal to
$200,000,000 less costs funded by the City, whether from Brimer HOT Revenues, Bond

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proceeds under Section 1.30 of the Development Agreement, or otherwise, will be
referred to as the Net Bond Proceeds. The Development Agreement sets forth and
contains, and the ordinance(s) governing the issuance of the Bonds may contain, other
terms and conditions regarding the structure and issuance of the Bonds.
AGREEMENT:
1. DEMISE; CONVEYANCE; NET LEASE
(a) Entertainment Center. Upon satisfaction of all Development Agreement

Contingencies, the City leases to the Partnership, and the Partnership leases
from the City, the Entertainment Center, to have and to hold the Entertainment
Center, together with all rights, privileges, easements, and appurtenances
belonging to or in any way pertaining to the Entertainment Center, upon the
terms specified herein.
(b) Urban Towers Parking Agreement. Upon or before the earlier of (i) satisfaction
of all Development Agreement Contingencies or (ii) August 31, 2012, the City
assigns to the Partnership, and the Partnership assumes and agrees to perform,
all of the City's rights and obligations under the Urban Towers Parking
Agreement effective as of the earlier of (I) the first day of the Initial Term or (II)
August 31, 2012.
(c) Net Lease.
(i) The Rent (defined below) payable under this Lease and all other costs
related to the Partnership’s use or operation of the Entertainment Center
shall be absolutely net to the City except as otherwise specified herein,
and the Partnership shall pay during the Lease Term, without (except as
otherwise expressly set forth herein) any offset or deduction whatsoever,
all such Rent and other costs; and
(ii) The City shall have no responsibility whatsoever for the construction,
maintenance, operation, repair, or replacement of the Entertainment
Center or any portion thereof (except as may be otherwise set forth
herein or in the Development Agreement).
2. LEASE TERM
(a) Development Period. The Development Period is the time period commencing
on the date that the Bonds are issued by the City (the Bond Closing Date) and
continuing through the last day of the calendar month in which a notice of
completion of construction of the Improvements is recorded by the Partnership in
the Official Public Records of Dallas County, Texas.
(b) Initial Term. The Initial Term of this Lease commences on the first day of the
first full calendar month after the calendar month in which a notice of completion
of construction of the Improvements is recorded by the Partnership in the Official
Public Records of Dallas County, Texas, and continues for twenty-five (25) years
thereafter. The Partnership will record the notice of completion of construction of

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the Improvements promptly after receipt by the Partnership of the final certificate
of occupancy for the Entertainment Center from the City.
(c) Renewal Terms. As an integral part of the consideration to the Partnership for its
execution of this Lease, the City grants to the Partnership three (3) separate and
successive options to extend the term of this Lease beyond the Initial Term for a
period of twenty-five (25) years in each instance (each a Renewal Term), upon
the same terms as the Initial Term except as specified to the contrary herein
(including the changes to Fixed Rent during the second and third Renewal Term
as set forth in Section 3(a)). Each successive Renewal Term will be deemed
exercised by the Partnership unless the Partnership gives notice to the City at
least six (6) months prior to the end of the Initial Term, or then effective Renewal
Term, as the case may be, that the Partnership elects not to exercise the next
Renewal Term; provided, however, so long as the Bonds issued in whole or in
part pursuant to Chapter 334, Local Government Code in connection with the
Entertainment Center, are outstanding, this Lease will automatically renew on a
year-to-year basis until all obligations related to such bonds are paid in full. The
parties acknowledge that, to the extent necessary to facilitate the financing of the
construction of the Entertainment Center, the foregoing provisions regarding
Renewal Terms may be modified by mutual agreement in each party’s sole
discretion.
(d) Lease Term. The Development Period, the Initial Term, and any Renewal Terms
are collectively referred to as the Lease Term.
3. RENTAL
(a) Fixed Rent. Commencing on the first day of the Initial Term (the Fixed Rent
Commencement Date) and continuing on the first day of each calendar month
thereafter through the remainder of the Initial Term and throughout the first
Renewal Term, if any, the Partnership shall pay to the City Fixed Rent in the
amount of One Million Dollars ($1,000,000) per calendar year, payable in 12
monthly payments in the amount of Eighty-Three Thousand Three Hundred
Thirty-Three and 33/100 Dollars ($83,333.33) each. Fixed Rent during the
second and third Renewal Terms shall be determined as set forth on Exhibit D.
Fixed Rent for any partial month will be prorated.
(b) Additional Rent. In addition to the Fixed Rent, on the fifteenth day of February in
each calendar year commencing in the year after the year in which the Fixed
Rent Commencement Date occurs, the Partnership shall pay to the City from
revenues received by the Partnership during each such calendar year Additional
Rent equal to the sum of:
(i) The greater of $250,000 or two percent (2%) of the Partnership's gross
revenues derived from the sum of (A) admission fees from all Festivals
(defined below) during the prior calendar year plus (B) vendor booth fees
(or comparable fees derived from making space available to vendors
within the Festival) plus (C) sponsorship fees (net of any sponsorship
payments reasonably allocated toward suites, tickets and other amenities
and net of any Net Sponsorship Commissions (defined below)), but
excluding (I) sales and Brimer taxes and (II) food and beverage revenues.

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The term Festival means an event at the Entertainment Center that
occurs on any part of at least two (2) consecutive days (but an event that
starts on one day and finishes by 3:00 a.m. on the next day only counts
as a one-day event) for which a customer admission fee is charged and
that covers the Plaza, and the Promenade and/or all or any portion of the
Walkway (and which may or may not include other portions of the
Entertainment Center). An event that involves only the Performance Hall
and the Plaza, but does not include the Promenade or any other portion
of the Walkway, is not a Festival even if an admission fee is charged for
the event. The term Net Sponsorship Commissions shall mean any
commission, not to exceed 5%, paid during the applicable period to the
concert promoter contemplated under Section 22 or to a third party that is
not affiliated with either the Partnership or Concessionaire (defined in
Section 6(d)(iii)(C)) as a commission for obtaining Festival sponsorships
or for the sale of naming rights of the Entertainment Center, as
applicable; provided that no portion of any such sponsorship commission
other than as expressly provided in the foregoing sentence shall be
included in the term “Net Sponsorship Commission” or be used to net
against any Additional Rent calculation herein; and
(ii) The greater of $250,000 or ten percent (10%) of the Partnership's

revenues from (A) the sale of naming rights for the Entertainment Center
as a whole, or (B) if the naming rights to the Entertainment Center as a
whole are not sold, the sale of naming rights for the Performance Hall,
during the prior calendar year (net of any Net Sponsorship Commissions).
Except as set forth above with respect to the sale of the naming of the
Performance Hall, no Additional Rent under this Section 3(b)(ii) shall
accrue based on the sale of naming rights related only to portions of the
(iii) The $250,000 minimum payments for each of the above categories of
Additional Rent will be prorated for each partial calendar year.
(c) Parking and Ticket Taxes; Taxable Series Payments. In addition to the Fixed
Rent and the Additional Rent, commencing on the Fixed Rent Commencement
Date and continuing as long and to the extent required in connection with the
Bonds and the City ordinance(s) levying such taxes in accordance with the Act,
the Partnership shall pay to the City a Parking Tax equal to $3.00 on each motor
vehicle parked in the Parking Facilities and the Urban Towers Parking Facilities
(but only during such periods as the Urban Towers Parking Facilities are
available for use for the Entertainment Center in accordance with the Urban
Tower Parking Agreement in connection with the Entertainment Center, and a
Ticket Tax on each event held at the Entertainment Center equal to 10% of the
price of the ticket sold as admission, in both instances as and to the extent
authorized by Subchapter G of the Act (defined in Section 8(a)). The Parking
Taxes and Ticket Taxes payable by the Partnership are referred to collectively as
the Parking and Ticket Payments. Any Parking and Ticket Payments will be
payable in accordance with a payment schedule to be provided to the
Partnership by the City.

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(d) Rent. The term Rent means the Fixed Rent, any Additional Rent, any Parking
and Ticket Payments, and all other sums payable by the Partnership to the City
under this Lease. No Rent is payable by the Partnership during the Development
Period. Notwithstanding anything to the contrary herein, at the City’s election in
its sole discretion any portion of the Rent may be decreased for such periods as
the City determines in order to comply with any covenants made by the City in
connection with the EC Bonds.
(e) Utilities. The Partnership is responsible for obtaining and paying for all utilities
used in connection with the operation of the Entertainment Center.
(g) City Audit Rights. If the City disagrees with the Partnership’s calculation of any
Additional Rent payment, then the City may request (by notice to the Partnership)
that an audit be conducted by an independent auditor selected by the City. The
audit must occur during normal business hours. The auditor must have at least
five (5) years experience auditing charges under commercial/retail leases and
may not be paid on a contingent basis. The sole written result of the audit will be
a statement whether the Additional Rent has been overpaid, underpaid, or paid
correctly, and the amount of any alleged overpayment or underpayment. The
auditor shall provide the City and the Partnership with a written certification of the
result of such audit but shall not provide to the City or the Partnership a copy of,
or otherwise disclose to the public, any agreement related to the Additional Rent,
or any of the Partnership’s books and records with respect to the Additional Rent,
or any of the contents of such documents. The results of the audit shall be
deemed final, absent manifest error. If the audit reveals any overpayment or
underpayment of Additional Rent, then the City and the Partnership, as the case
may be, shall reimburse the other party for the amount due, or, if the City is
unable to reimburse the Partnership for any overpayment from lawfully available
excess Brimer HOT Revenues (defined below) (subject to, without limitation, the
pledge of such Brimer HOT Revenues to the repayment of the Bonds as set forth
in the City ordinance authorizing the Bonds), then the Partnership will be entitled
to a credit in the amount due to the Partnership against the next succeeding
Additional Rent payment(s) until such credit is exhausted. The costs of any audit
shall be paid by the City unless the audit reveals any underpayments in excess
of five percent (5%) of the Additional Rent due to the City on an aggregate basis,
in which event the cost of the audit will be paid by the Partnership.
(h) Partnership Audit Rights. The Partnership shall have the right to audit, upon
reasonable notice and, at its own expense, all of the City’s expenditures and
financial records related to hotel occupancy tax revenues collected pursuant to
Chapter 334, Texas Local Government Code, as amended (collectively, Brimer
HOT Revenues), in excess of the amount of such Revenues required to pay
debt service on the Bonds, if applicable. Upon written request by the
Partnership, the City shall give the Partnership access to all records controlled
by, or in the direct or indirect possession of the City (other than records subject to
legitimate claims of attorney-client privilege) relating to Brimer HOT Revenues,
and permit the Partnership to review and copy such records in connection with
conducting a reasonable audit of such accounts.

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(i) Security Deposit. The funds deposited and held by the City under this
Section 3(i) are referred to herein as the Security Deposit, and will be held by
the City in accordance with this Section 3(i) to secure the Partnership’s
performance under this Lease. On or before each of the first, second and third
anniversaries of the first day of the Initial Term, the Partnership shall pay to the
City the amount of $500,000. Thereafter, the Partnership shall deposit funds
from time to time as necessary to maintain the Security Deposit in a minimum
amount equal to $1,500,000. The Security Deposit is not an advance payment of
Fixed Rent or Additional Rent, or a measure of limit of the City’s damages upon
an Event of Default. The City may, from time to time following an Event of
Default and without prejudice to any other remedy, use all or a part of the
Security Deposit to perform any obligation the Partnership fails to perform
hereunder (as such use may be limited by any covenants made by the City in
connection with the EC Bonds). To the extent that following any such application
of the Security Deposit the balance of the Security Deposit is less than
$1,500,000, the Partnership shall pay to the City on demand such amount as is
necessary to restore the Security Deposit to the minimum amount of $1,500,000.
Provided no Event of Default has occurred and is continuing, the City shall, within
30 days after the expiration or termination of the Lease Term and the
Partnership’s surrender of the Entertainment Center in compliance with the
provisions of this Lease, return to the Partnership the portion of the Security
Deposit which was not applied to satisfy the Partnership’s obligations. The
Security Deposit shall be held in account controlled by the City. Any interest
earned on the Security Deposit shall be retained in such account and shall be
held in addition to, but may be used to satisfy, the minimum amounts of the
Security Deposit required herein; any such interest shall be reported under the
Partnership’s federal tax identification number. The rights and obligations of the
City and the Partnership under this Section 3(i) are subject to any other
requirements and conditions imposed by Applicable Laws (defined below) related
to the Security Deposit.
4. USE OF ENTERTAINMENT CENTER
(a) Use. The Partnership may use the Entertainment Center for the construction and
operation of the Performance Hall, the Restaurants, the EC Hotel, the Walkway,
the Plaza, the Promenade, the Parking Facilities, and the Entertainment Center
Infrastructure, repairs and renovations to and replacements of the Entertainment
Center, and any other related lawful use, including the operation of the
Entertainment Center as a public multi-venue, multi-use entertainment venue
with restaurants, hotel, performance suites, hospitality suites, retail, and motion
picture theater.
(b) Prohibited Uses. The Partnership may not use the Entertainment Center for any
use prohibited by the Act or other Applicable Laws or expressly prohibited under
this Lease or in a manner that would render the insurance thereon void.
(c) Compliance with Laws. The Partnership shall, and shall cause its sublessees to,
comply with all Applicable Laws. The Partnership may contest the enforcement
or validity of any Applicable Laws. If requested by the Partnership, the City may
join (but has no obligation to join) the Partnership as a party to any such contest
at no out-of-pocket cost to the City.
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(d) Programming. The Partnership shall book and stage a minimum of two hundred
(200) performance days per year in the Performance Hall, including any
programming booked by and through the Irving Convention and Visitors Bureau
(ICVB) for Thursday through Monday nights.
(e) Naming Rights. During the Lease Term, the Partnership has the exclusive
authority, control, and rights in selecting the name of the Entertainment Center as
a whole or for any portion thereof, but neither the Entertainment Center nor any
portion thereof may be named for any entity whose business is a sexually
oriented business and the Entertainment Center as a whole may not be named
for any entity whose business is the manufacture, sale, or distribution of tobacco
or alcohol products.
(f) Operation of the Entertainment Center. The Partnership shall manage and
operate the Entertainment Center, or cause the Entertainment Center to be
managed and operated, as a first class, multi-use, multi-venue public
entertainment venue with restaurants and a hotel. Without limiting the generality
of the foregoing, the Partnership shall, or shall cause its sublessee(s) to:
(i) operate and maintain the Entertainment Center in accordance with

Applicable Laws and in a good, safe, attractive, sanitary order and repair
consistent with the industry standards and practices for a first-class
multi-use, multi-venue public entertainment venue with restaurants;
(ii) maintain all necessary licenses, permits and authorizations for the
operation of the Entertainment Center;
(iii) maintain, repair and, as needed, replace (including regular periodic

inspection and testing) all heating, ventilation and cooling, electrical,
plumbing, life safety and other systems within the Entertainment Center;
(iv) maintain, repair and, as needed, replace the roof, foundation and other
structural elements of the Entertainment Center;
(v) establish, coordinate and administer commercially reasonable

preventative maintenance programs for the Entertainment Center and its
constituent systems and elements;
(vi) provide sufficient wait and other service staff, maintenance, cleaning, and
other personnel necessary for the efficient and first-class operation of the
Entertainment Center with Restaurants;
(vii) subject to Section 14(h)(iii), use commercially reasonable efforts not to

book artists and performances in the Entertainment Center without first
taking into account consumer preferences of the local market and the
ticket buying public;
(viii) commence, defend and settle in good faith, at no out-of-pocket cost to the
City, such legal actions or proceedings concerning the management and
operation of the Entertainment Center as are necessary or required in the
opinion of the Partnership;

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(ix) issue parking tickets and account for all cars parking at the Entertainment
Center (including those parking in the Urban Towers Parking Facilities in
connection with the Entertainment Center during periods when the Urban
Towers Parking Facilities are available for use for the Entertainment
Center under the Urban Tower Parking Agreement) and timely pay to the
City all Parking Taxes due thereon in accordance with Section 3(c); and
(x) require that the operator(s) of all buildings that are a part of the
Entertainment Center but that are not part of the Performance Hall
building, specifically as shown on Exhibit C attached hereto (collectively,
the 60-40 Restaurants and individually, a 60-40 Restaurant);
(A) operate the 60-40 Restaurants so that the gross sales from food
on an annual basis from each 60-40 Restaurant represents at
least sixty percent (60%) of total sales of food and alcoholic
beverages (alcohol or any beverage containing more than one-
half of one percent (0.005%) of alcohol by volume, which is
capable of use for beverage purposes, either alone or when
diluted) from that 60-40 Restaurant (this requirement being
referred to as the 60% Requirement);
(B) no later than the thirtieth (30th) day after each calendar quarter,
provide to the Partnership and the City Secretary of the City an
affidavit on an officially approved form provided by the City
Secretary for each 60-40 Restaurant that reflects gross sales for
the preceding three (3) calendar months and the preceding twelve
(12) calendar month period (or since each 60-40 Restaurant
opened for business, whichever is shorter), breaking down the
sales between the sale of food and the sale of alcoholic
beverages (each a Quarterly Gross Sales Report); and
(C) keep complete and accurate books and records concerning the
sales of food and alcoholic beverages from each 60-40
Restaurant and allow the Partnership and the City and their
respective designees, at any time after at least five (5) days’
advance notice, to inspect, audit, and copy those books and
records at the home office(s) of the operator(s). Any audit must
be conducted diligently and so as to minimize interference with the
operations of the operator(s).
(g) Free Music, Promotions, and Giveaways. The Partnership shall provide an
aggregate of at least $4,000,000 (increasing 2% per calendar year beginning in
the second calendar year of the Initial Term) of free music, giveaways and
promotions at the Entertainment Center in each calendar year during the Initial
Term and any Renewal Terms (prorated for partial calendar years). The
$4,000,000 will include the following:
(i) all costs directly related to the promotion and production of free music at
the Entertainment Center; and

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(ii) the face value and related direct costs for giveaways and other
promotions at the Entertainment Center;
but any overhead costs of the Partnership will be excluded. Not later than March
1st of each year, the Partnership shall submit to the City written certification of
the Partnership’s compliance with the provisions of this Section 4(d), together
with such back-up documentation reasonably evidencing the same. If the City
disagrees with the Partnership’s calculation of the Partnership’s expenditures
under this Section 4(g), then the City may request (by notice to the Partnership)
five (5) years experience auditing expenses of the type specified above and may
not be paid on a contingent basis. The sole written result of the audit will be a
statement whether the Partnership has spent the minimum amount required on
the type of expenses referenced in this Section 4(g) and, if not, the amount of
any underpayment. The auditor shall provide the City and the Partnership with a
written certification of the result of such audit but shall not provide to the City or
the Partnership a copy of, or otherwise disclose to the public, any agreement
related to the calculation under this Section 4(g), or any of the Partnership’s
books and records with respect to the calculation under this Section 4(g), or any
of the contents of such documents. The results of the audit shall be deemed
final, absent manifest error. If the audit reveals any underpayment of the
calculation under this Section 4(g), then the Partnership shall deposit into the
Public Area Programming Fund an amount equal to one hundred ten percent
(110%) of the amount of such shortfall; such payment shall be made within 20
days after the Partnership’s receipt of the auditor’s written certification as set
forth above. The costs of any audit shall be paid by the City unless the audit
reveals any underpayments in excess of five percent (5%) of the amount
required to be spent under this Section 4(g), in which event the cost of the audit
will be paid by the Partnership.
5. JOINT OPERATION AND BOOKING AGREEMENT
It is the parties' intent that the Convention Center and the Entertainment Center be jointly
operated as one City project. The City and the Partnership shall enter into an
agreement regarding the relationship between the Convention Center and the
Entertainment Center (the Booking Agreement) on terms mutually approved by the City
and the Partnership; provided that the failure of any party to enter into a Booking
Agreement shall not be a default by the Partnership hereunder so long as the City and
the ICVB are afforded the rights set forth below. The Booking Agreement shall contain
the following provisions:
(a) EC Hotel and Daytime Advanced Booking. For dates that are twelve (12) months
in advance of the date of booking and continuing on a rolling twelve (12) month
basis, the City and ICVB have the exclusive first right to book the EC Hotel and
events on open dates at the Performance Hall between the hours of 7:00 a.m.
and 5:00 p.m., Irving, Texas time, at agreed upon rates as specified in the
Booking Agreement. The City and ICVB shall have the right to book the EC
Hotel and programming on the same terms and rates during such daytime hours
within any rolling twelve (12) month period, subject to the then-current availability
of the Entertainment Center.
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(b) Nighttime Use. The City, ICVB, or any customer of the ICVB shall have a right to
buy a portion or all of the tickets for an event at the Entertainment Center, subject
to the then-current availability of tickets to such event; provided that neither the
City nor ICVB may resell, and the City and ICVB shall use commercially
reasonable efforts to prohibit any customer of ICVB from reselling, such tickets
for greater than such tickets’ face value. Any purchase of at least fifty percent
(50%) of the total number of tickets for a performance shall be subject to a
reasonable minimum charge for food and beverage. If requested by the City,
ICVB and/or a customer of ICVB, the Partnership shall cooperate with such party
or parties to book a private event and/or an event with a performer selected by
such party, subject to the then-current availability of the Entertainment Center
and subject to compatibility with the Partnership’s strategic programming plan for
the Entertainment Center.
(c) City Suites. The City shall retain the right to exclusive use by the City or ICVB of
one of the three (3) largest box suites in the Performance Hall and a hospitality
suite within the Entertainment Center, the location of such suites to be mutually
determined by the City and the Partnership. In addition, the Partnership shall
provide the tickets in connection with such exclusive use at no cost to the City
and a food and beverage credit to the City for its use of the box suite in the
maximum annual amount of $150,000, such maximum amount to increase by
two percent (2%) per annum.
(d) Cross-Promotion. The City, the ICVB, and the Partnership shall cooperate to
develop complementary and cross-promotional programming and marketing
opportunities related to, by way of example and not limitation, ticket packages
(including parking), promotion of hotels located in the City of Irving, and
complementary programming at the Entertainment Center with events hosted at
the Convention Center.
6. IMPROVEMENTS
(a) Plan Approval. The City and the Partnership approved the plans and
specifications, if any, listed on Exhibit B attached hereto (as modified from time
to time, the Approved Plans), for the improvements (the Improvements) to be
constructed on the Site and leased to the Partnership as part of the
Entertainment Center. Any material changes to the Approved Plans, or any
plans and specifications for any Improvements other than the Approved Plans,
are subject to approval by the City and the Partnership.
(b) Alterations. After completion of construction of the Entertainment Center under

the Development Agreement, the Partnership may, at any time and from time to
time and at no out-of-pocket cost to the City, alter structurally or otherwise
remodel, reconstruct, and add to the Entertainment Center, or any part thereof,
subject to approval by the City of any structural alterations to the Entertainment
Center, and subject to Sections 6(g)(ii) and 6(k).
(c) Liens. The Partnership shall protect, indemnify, defend, and hold harmless the
City from and against all bills, claims, liens, and rights to liens for labor and
materials and architects', contractors' and subcontractors' claims related to the
construction and completion of any alterations or additions to the Improvements.

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This indemnity provision shall survive termination or expiration of this Lease or
the Partnership’s right of possession hereunder. Upon bonding over any such
liens, providing other adequate security, or establishing sufficient reserves (to be
held in the Maintenance and Operations Fund, in each case acceptable to the
City, the Partnership may contest any and all bills, fees, and claims, being
obligated to pay the contested item only if and when liability is established
against the Partnership or against the Entertainment Center, but in no event later
than such time as necessary to prevent foreclosure by the holder of the lien.
(d) Title to the Entertainment Center.
(i) Site and Improvements. The City will own the Entertainment Center and
all Improvements and additions and alterations thereto existing or to be
constructed thereon, subject to Section 6(d)(ii).
(ii) Personal Property. All items of personal property (if any) that are
purchased, in whole or in part, with the Net Bond Proceeds (defined in the
Development Agreement) and all replacements thereof (regardless of the
source of funds therefor) will be owned by the City in accordance with the
terms hereof, including any removable floor seating for the Performance
Hall. Items of personal property purchased with Partnership funds that
become fixtures (other than trade fixtures) or otherwise are attached to
the improvements in the Entertainment Center and/or that are reasonably
necessary to the operation of any such improvement (for example,
elevators, escalators, HVAC systems, security equipment, sound and
lighting equipment, acoustic materials, curtains, stage rigging and fixed
audience seats at the Performance Hall) will be owned by the City in
accordance with the terms hereof; provided, however, the foregoing
provision may be limited by the covenants made by the City in connection
with the EC Bonds. The Partnership and its sublessees may place or
install in or on the Entertainment Center other items of personal property
(for example, furniture (other than fixed audience seats at the
Performance Hall), trade fixtures (including kitchen equipment that
constitutes trade fixtures) and office equipment) as the Partnership
deems desirable for its operation (such personal property and trade
fixtures are referred to herein as the Partnership Personal Property),
and the Partnership and any Concessionaire may finance the acquisition
of such Partnership Personal Property in accordance with Section 13(i).
Such items of Partnership Personal Property placed by the Partnership
and its sublessees on or in the Entertainment Center will not become part
of the real property, even if nailed, screwed, or otherwise fastened to the
improvements or buildings, but will retain their status as personal
property. Such Partnership Personal Property may be removed by the
Partnership or its sublessees at any time, so long as the Partnership is
not in default under this Lease and so long as any damage occasioned by
such removal is thereupon repaired. Likewise, such items of personal
property purchased by performing arts groups or private citizens (for
example and without limitation, musical instruments, sets, music,
recordings and computers) will not be owned by the City.

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(iii) Intellectual Property.
(A) Intellectual Property means all intellectual property rights of any

kind and reasonably related rights with respect to the
Entertainment Center (e.g., sublicensable license rights to a third
party’s intellectual property) including patent rights (whether
design or utility), copyrights, trademark and service mark rights,
trade dress rights, utility model rights, moral (personal) rights,
rights of publicity, trade secret rights, industrial design rights, and
web site and internet domain rights, excluding rights related to the
filming of productions and performances at the Entertainment
Center and the subsequent replay and distribution thereof (the
excluded rights being collectively the Content Rights).
(B) The Partnership hereby irrevocably assigns, free and clear of all
liens and encumbrances, all Intellectual Property rights that it has
or may have that are not otherwise conveyed by other instrument
or party to the City other than the Content Rights. The City will
own all Intellectual Property related to the plans and specifications
for the construction of the Entertainment Center (together with any
other Intellectual Property assigned to the City by the Partnership
hereunder, the City Intellectual Property Rights). The
Partnership represents and warrants to the City that it has the
right and authority to transfer to the City all Intellectual Property
that it has or may have, in each case to the extent such
Intellectual Property is reasonably necessary for the City's
ownership, operation and full enjoyment of the Entertainment
Center and that all such Intellectual Property assigned by the
Partnership to the City is free and clear of all liens and
encumbrances. The City assigns to the Partnership an
irrevocable license during the term of the Lease to use all City
Intellectual Property Rights in connection with the construction,
repair, replacement, remodeling, renovation, and physical
operation of the Entertainment Center.
(C) The City and the Partnership acknowledge that BB Concepts, LLC
(Concepts) will own all Intellectual Property related to the
Entertainment Center other than the City Intellectual Property
Rights and the Content Rights (collectively, the Concepts
Intellectual Property Rights), and that Concepts has previously
granted a perpetual license of such Concepts Intellectual Property
Rights to the City pursuant to that certain Intellectual Property
License Agreement dated as of March 25, 2009 (the IP License
Agreement). Upon the termination of the Partnership’s
agreement with Concepts, whether as a result of a termination of
this Agreement or otherwise, Concepts shall assign the Concepts
Intellectual Property Rights to the City solely for use in connection
with the operation of the Entertainment Center. The term
Concessionaire means any of Concepts (i.e., the entity
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B Concessionaire - Las Colinas, LLC (i.e., the food and beverage
operations concessionaire), B Retail, LLC (i.e., the retail entity),
and Blue Marble 360, LLC (i.e., the content entity), either
individually or collectively, together with any of their respective
affiliates and their respective successors, assigns, and substitute
and replacement entities. An affiliate of an entity is an entity that
directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with, a specified
entity. For purposes of the prior sentence, control means the
power to direct or cause the direction of the management and
policies of the relevant entity, whether through the ownership of
voting securities, by contract, or otherwise.
(D) The rights granted in Subsection 6(d)(iii)(B) will at all times be

subject to, and the Partnership will be bound by, the restrictions
and licenses contained in the agreements the City has with the
creator, licensor or transferor of the City Intellectual Property
Rights, to the extent disclosed to the Partnership in advance and
in writing.
(e) Surrender. At the natural expiration of this Lease, the Partnership shall, and
shall cause its sublessees, to surrender to the City possession of the
Entertainment Center with all the Improvements thereon (excluding all furniture,
furnishings, trade fixtures, equipment, and other personal property therein owned
or paid for by the Partnership or its sublessees) in good condition and repair,
ordinary wear and tear and damage by casualty or Taking excepted. If this
Lease or the Partnership’s right to possession of the Entertainment Center is
terminated following an Event of Default by the Partnership, the Partnership shall
surrender possession of the Entertainment Center to the City, a Partnership
Mortgagee, or one of their respective designees in accordance with this
Agreement, but subject to the rights of any sublessee.
(f) Casualty Damage.
(i) Subject to Section 6(f)(ii), if the Entertainment Center is wholly or partially

destroyed by fire or other casualty, then the Partnership shall promptly
repair and restore the damage to the condition existing prior to the
damage, subject to receipt by the Partnership of insurance proceeds from
special form property insurance sufficient to cover the costs of the repair
and restoration and receipt of building permits and other necessary
approvals from Governmental Authorities. The Partnership shall file all
claims and negotiate all settlements with insurance carriers related to the
damage. The Partnership may make alterations and additions to the
Improvements in connection with its repair and restoration, subject to
approval by the City of any structural changes.
(ii) If the Entertainment Center is damaged by fire or other casualty to the

extent of fifty percent (50%) or more of the Entertainment Center being
rendered untenantable at any time or twenty five percent (25%) or more
of the Improvements being rendered untenantable during the last three
(3) years of any Renewal Term, then the Partnership shall not be required
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to repair and restore the Entertainment Center, and the Partnership may
terminate this Lease by giving notice of termination to the City if the
Partnership elects not to repair and restore the Entertainment Center.
(iii) If there is any casualty damage to the Entertainment Center and:
(A) this Lease is not terminated, then:
(1) Rent will abate proportionately on the portion of the

Entertainment Center rendered untenantable from the date
of the casualty damage until repair and restoration thereof
is completed; and
(2) the Partnership may elect to extend the Initial Term or then
current Renewal Term, as applicable, for a time period
equal to the time period from the date of the casualty
damage until repair and restoration of the Entertainment
Center is completed (but in no event for a time period
longer than five (5) years), in which event the
commencement dates for any subsequent Renewal Terms
will be extended by the same time period; and
(B) this Lease is terminated, then the Rent on the untenantable

portion of the Entertainment Center will abate as provided in
Subsection 6(f)(iii)(A) and Rent on the remainder of the
Entertainment Center will cease as of the date of termination.
(iv) If the Partnership terminates this Lease under clause (ii) above and the
City does not elect to rebuild the Entertainment Center, then:
(A) the Partnership shall promptly cause the remainder of the

Improvements to be demolished and removed from the Site. The
costs of the demolition and removal will be paid first out of the
available portion of the property insurance proceeds allocable to
the City as specified below, but the Partnership's demolition and
removal obligations will not be limited to the amount of insurance
proceeds received;
(B) all property insurance proceeds allocable to the Improvements will

be paid to the City to be used:
(1) first, to be made available to the Partnership for the

payment of demolition and removal of the Entertainment
Center pursuant to Section 6(f)(iv)(A); and
(2) then, as the City may determine; and
(C) all property insurance proceeds allocable to furniture, furnishings,

trade fixtures, equipment, or other personal property installed in
the Entertainment Center and owned by the Partnership or any

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sublessee will be paid to the Partnership and the applicable
sublessees as their interests appear.
(v) If the Partnership terminates this Lease under clause (ii) above and the
City elects to rebuild the Entertainment Center, then
(A) the Partnership shall be relieved of any obligation to demolish and

remove the Entertainment Center, and all property insurance
proceeds allocable to the Improvements will be paid to the City;
and
(B) all property insurance proceeds allocable to furniture, furnishings,


and Operations Fund.
(i) Maintenance. Subject to Sections 6(f) and 9, the Partnership shall keep
and maintain, or cause to be kept and maintained, the Improvements in
accordance with Section 4(f) subject to ordinary wear and tear.
(ii) Capital Improvements Reserve. All Brimer HOT Revenues received from
time to time by the City in excess of the required debt service on the
Bonds, and subject to the requirements of the ordinance(s) governing the
Bonds, as finally approved, will be used to fund a Capital Improvements
Reserve in an amount equal to $1,050,000 per calendar year (increasing
1.5% per calendar year commencing in the second calendar year of the
Initial Term) or any other amount mutually approved by the City and the
Partnership, and then into redemption account(s) for the EC Bonds in
accordance with the ordinance(s) governing the Bonds. So long as any
of the Bonds are outstanding, the Capital Improvements Reserve shall be
held by the Trustee of the Bonds (the Bond Trustee); thereafter, Capital
Improvements Reserve will be held in a bank account selected by the City
on which the City will have signatory authority. If the Partnership
proposes that any amounts be funded from the Capital Improvements
Reserve for capital improvements to the Entertainment Center during any
fiscal year of the City, then the Partnership must provide the City with
plans and specifications and a capital budget for the proposed capital
improvements no later than July 15 in each calendar year prior to the
construction of such capital improvements. If the City receives a timely
request for capital improvements funding, then the City shall either
approve the request or submit detailed objections to the plans and
specifications or the capital budget to the Partnership on or prior to
August 15. If the City timely gives notice of detailed objections, then the
City and the Partnership will cooperate in good faith to resolve the City's
objections. Once the City approves the request for capital improvements,
the City will notify the Bond Trustee of the City’s approval if the Bond
Trustee is holding the Capital Improvements Reserve. Then, the

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Partnership will proceed with the construction of the capital improvements
and the City will fund, or cooperate with the Partnership’s request for the
Bond Trustee to fund, the costs of the capital improvements as provided
in Section 6(k). Upon the expiration or earlier termination of this Lease or
the removal of the Partnership as the lessee hereunder, the funds in the
Capital Improvements Reserve will be paid to the City or be handled in
such other manner as the City designates.
(iii) Maintenance and Operations Fund. While the Taxable EC Bonds are
outstanding and subject to the requirements of the ordinance(s)
governing the Taxable EC Bonds, as finally approved, any Taxable Series
Payments in excess of the amount necessary to pay required debt
service on the Taxable EC Bonds, subject to the requirements of the
ordinance(s) governing the Taxable EC Bonds, as finally approved, will
be deposited by the City in the following order and amounts:
(A) first into the Maintenance and Operations Fund until the amount in
the Maintenance and Operations Fund equals $480,000 per
calendar year (increasing 1.5% per calendar year commencing in
the second calendar year of the Initial Term) or any other amount
mutually approved by the City and the Partnership (provided that if
that the Taxable Series Payments are not sufficient to fully fund
such amounts in this Section 6(g)(iii)(A), surplus Tax Exempt
Revenues, to the extent available and subject to the requirements
of the ordinance(s) governing the Bonds, shall be deposited up to
an amount that fully funds the amounts set forth in this Section
6(g)(iii)(A));
(B) then into redemption account(s) for the Taxable Bonds up to an

amount equal to $3,000,000 per calendar year;
(C) then, commencing in the 11th full calendar year of the Initial Term,
up to $1,500,000 (as may be limited by any covenants made by
the City in connection with the EC Bonds) into the City’s general
fund;
(D) then into the Public Area Programming Fund (defined in

Section 25) up to $1,000,000 per calendar year (increasing 2%
per calendar year commencing in the second calendar year of the
Initial Term); and
(E) finally into the Maintenance and Operations Fund.
So long as any of the Bonds are outstanding, the Maintenance and Operations
Fund shall be held by the Bond Trustee; thereafter, Maintenance and Operations
Fund will be held in a bank account selected by the Partnership and approved by
the City on which the Partnership will have signatory authority.
Absent approval from the City, the Partnership may not use any funds from the
Maintenance and Operations Fund for any purpose other than expenditures for
the maintenance, repair, replacement and operation of the Entertainment Center

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(excluding any general overhead and administrative expenditures), as defined
under Treasury Regulation Section 1.141-4(c)(2)(i)(C). Expenditures from the
Maintenance and Operations Fund will not include expenditures that add to the
value, or substantially prolong the useful life, of the Entertainment Center (i.e.,
capital expenditures). Funds in the Maintenance and Operations Fund shall be
used for maintenance and operating expenses of the Entertainment Center, as
approved by the City and the Partnership. On or before the last day of each
calendar year, the Partnership will provide its maintenance and operations
budget estimates for the following calendar year to the City, which budget shall
include aggregate expenditures contemplated in this paragraph in an amount not
less than the amount of funds then currently held in the Operating and
Maintenance Fund; then during such following calendar year, the Partnership
shall incur and pay for maintenance and operating expenditures equal or greater
to such budgeted estimates (provided, however, nothing in this sentence shall
limit the Partnership’s maintenance and obligations under this Agreement,
including without limitation Section 4(f)). While the Maintenance and Operations
Fund is held by the Bond Trustee, the Partnership shall submit draws to the City
for payments from the Maintenance and Operations Fund to cover maintenance
and operating expenses of the Entertainment Center, and the City will notify the
Bond Trustee of the City’s approval of such submission and thereafter cooperate
with the Partnership’s request for the Bond Trustee to fund the draws to the
Partnership.
Upon the expiration or earlier termination of this Lease or the removal of the
Partnership as the lessee hereunder, the funds in the Maintenance and
Operations Fund will be paid to the City or be handled in such other manner as
the City designates (in any event, in such a manner as may be limited by any
covenants made by the City in connection with the EC Bonds).
(h) Waiver of Fees. The City waives all permit, license, inspection, impact, tap, and
other fees payable to the City in connection with the design, construction, repair,
renovation, replacement, and operation of the Entertainment Center.
(i) City Consents. During the term of this Lease, the City Manager of the City or
such City Manager’s designee has full authority to administer this Lease on
behalf of the City. The Partnership is entitled to rely on the authority of the City
Manager for such purposes under this Lease.
(j) Warranties. All rights under construction warranties related to the construction,
renovation, or replacement of the Entertainment Center will be assigned to the
City as owner of the Entertainment Center but will be administered by the
Partnership on behalf of the City; provided, however, that any net funds received
by the Partnership after deduction of expenses by the parties in settlement or
compromise of, or otherwise resulting from, rights associated with any of such
warranties will promptly be paid by the Partnership to repair, replace or correct
any properties or facilities of the Entertainment Center to conform to approved
plans and specifications. Any excess of such funds will be deposited in the
Capital Improvements Reserve. The City shall take all commercially reasonable
steps to facilitate the Partnership’s administration of the warranties.

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(k) Payment of Capital Improvements Costs. If the City approves a request from the
Partnership related to capital improvements under Section 6(g)(ii), then the City
shall disburse, or notify the Bond Trustee of the City’s approval of such request
and thereafter cooperate with the Partnership’s request for the Bond Trustee to
disburse, funds from the Capital Improvements Reserve to pay the costs of such
capital improvements, provided that a Payment Certificate (defined below)
authorizing such payment is duly completed in the manner described in
Section 6(k)(i).
(i) Payment Certificate shall mean a written certificate in the form of AIA
G702 and G703 (or such other form as is reasonably acceptable to the
City and the Partnership) in each case prepared by the Partnership, a
copy of which is provided to the City, that:
(A) (I) reasonably identifies and represents that the identified capital
improvements costs are due and owing and authorized to be paid
pursuant to such Payment Certificate and (II) certifies that the
amounts payable do not include contract retentions (other than
those that are due);
(B) has attached to it a copy of invoice(s) relating to such capital

improvements costs that reasonably identifies the payee (or
payees), the goods, services, and materials provided by such
payee (or payees) and the total amount due and owing with
respect to such goods, services, and materials; and
(C) has been executed by the Partnership or its designee to certify

that the fees, costs, expenses, and other charges reflected on the
Payment Certificate constitute capital improvements costs and are
due and owing.
(ii) If a Payment Certificate is completed and executed in accordance with

Section 6(k)(i) above and is submitted to the City, then the City shall
promptly, and in no event later than ten (10) business days after receipt of
the Payment Certificate by the City, either note the City’s approval of
payment from the Capital Improvements Reserve and return it to the
Partnership or, if the City questions the correctness of the Payment
Certificate, deliver a detailed notice to the Partnership specifying its
objections. If the City timely gives notice of its disapproval, then payment
with respect to disputed portion(s) of the Payment Certificate will not be
made until the Partnership and the City jointly settle such dispute. The
City and the Partnership shall meet promptly and cooperate in good faith
to resolve any such disputes as expeditiously as possible. Within two (2)
business days after the City approves each Payment Certificate, the City
shall wire transfer, or notify the Bond Trustee of the City’s approval of
such Payment Certificate and thereafter cooperate with the Partnership’s
request for the Bond Trustee to wire transfer, the amount requested in the
Payment Certificate (or the undisputed portions thereof if only a portion of
the Payment Certificate is disputed) to the Partnership from the Capital
Improvements Reserve in accordance with wire transfer instructions
provided by the Partnership.
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(l) Parking Rent and Insurance Reserves.
(i) Parking Rent Reserve. On or before the first anniversary of the first day
of the Initial Term, in order to fund a Parking Rent Reserve, the
Partnership shall deposit in an account described below an amount equal
to six months rent payable under the Urban Towers Parking Lease, and
thereafter maintain in such account a minimum amount equal to six
months rent payable under the Urban Towers Parking Lease taking into
account any increase in the rent payable under the Urban Towers Parking
Lease. The Parking Rent Reserve will be held in a bank account selected
by the Partnership and approved by the City on which the Partnership
and the City each will have signatory authority. The Partnership may not
use any funds from the Parking Rent Reserve, except that during any
period in which the Entertainment Center is temporarily closed during
and/or following any Casualty or Taking, the Partnership may use the
Parking Rent Reserve solely for the purpose of paying rent under the
Urban Towers Parking Lease. After the occurrence of an Event of Default
by the Partnership, the City may use funds from the Parking Rent
Reserve for the purpose of paying rent under the Urban Towers Parking
Lease. Within 30 days following any such use of funds in the Parking
Rent Reserve by the Partnership or the City, the Partnership will replenish
the funds in the Parking Rent Reserve to the then-required amount.
Upon the expiration or earlier termination of this Lease following an Event
of Default or the removal of the Partnership as the lessee hereunder, the
funds in the Parking Rent Reserve will be paid to the City or be handled in
such other manner as the City designates (in any event, in such a manner
as may be limited by any covenants made by the City in connection with
the EC Bonds).
(ii) Insurance Reserve. On or before each January 1, April 1, July 1, and

October 1 during the Lease Term, in order to fund an Insurance
Reserve, the Partnership shall deposit in an account described below
one-fourth (1/4th) of the annual premiums for the insurance required under
Section 11 herein. The Insurance Reserve will be held in a bank account
selected by the Partnership and approved by the City on which the
Partnership and the City each will have signatory authority. The
Partnership may not use any funds from the Insurance Reserve for any
purpose other than the payment of insurance premiums as they come
due. After the occurrence of an Event of Default by the Partnership or if
the City has not timely received notice that the insurance required under
Section 11(a) will continue in effect without disruption following the
expiration of the then-current policy, the City may use funds from the
Insurance Reserve for the payment of insurance premiums as they come
due. Upon the expiration or earlier termination of this Lease following an
Event of Default or the removal of the Partnership as the lessee
hereunder, the funds in the Insurance Reserve will be paid to the City or
be handled in such other manner as the City designates (in any event, in
such a manner as may be limited by any covenants made by the City in
connection with the EC Bonds). On or before the last day of each

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calendar year, the Partnership will provide its insurance budget estimates
for the following calendar year to the City.
7. QUIET ENJOYMENT
The City has full right to make this Lease and, subject to the terms hereof, the
Partnership shall have quiet and peaceful enjoyment of the Entertainment Center during
the term of this Lease.
8. TAXES
(a) Tax Exempt Status. As of the Execution Date, pursuant to Section 334.044 of
Chapter 334 of the Texas Local Government Code (the Act), while an approved
venue project (such as the Entertainment Center) is owned, used, and held for
public purposes by a municipality, Section 25.07(a) of the Texas Tax Code does
not apply to a leasehold or other possessory interest held by a municipality. The
Act, the Texas Constitution, the Texas Tax Code, and all other laws, statutes,
ordinances, regulations, codes, guidelines, and regulations of all governmental or
quasi-governmental entities and agencies having jurisdiction over the
Entertainment Center (such entities and agencies being collectively,
Governmental Authorities) are collectively referred to herein as Applicable
Laws. It is the intent of the parties that any additions to and alterations to the
Entertainment Center will also be exempt properties under Applicable Laws. If
any Governmental Authority challenges the tax exempt status of the
Entertainment Center or any alterations or additions thereto, then the City shall
take all actions necessary (as determined by the City in its sole discretion) to
attempt to establish the tax exempt status thereof. If the City is unsuccessful in
doing so, then the Partnership will be responsible for and pay the cost of any ad
valorem taxes or other taxes or assessments levied or assessed against the
Entertainment Center or any alterations or additions thereto (EC Ad Valorem
Taxes). The Partnership will cooperate with the City in any such action upon
request by the City. If the Partnership is required to pay any EC Ad Valorem
Taxes, then the Partnership may credit the amount of the EC Ad Valorem Taxes
paid by the Partnership to the City (but not paid to any other taxing jurisdiction) in
any calendar year against the Fixed Rent for such calendar year. In no event
may such credit exceed the amount of Fixed Rent due the City in the applicable
calendar year.
(b) Assignment or Sale by City. The City may not assign its interest in this Lease
except in connection with a sale of the Entertainment Center. If any sale of the
Entertainment Center by the City or any successor results in any EC Ad Valorem
Taxes being assessed or levied against the Entertainment Center or a loss of the
sales tax exemption under Section 8(f), then the new owner of the Entertainment
Center will be solely responsible for the EC Ad Valorem Taxes and the payment
of any such sales taxes.
(c) Payment of Personal Property Taxes. The Partnership shall pay, or cause to be
paid, all taxes, special assessments, and governmental charges of every
character imposed during the term of this Lease upon any personal property and
trade fixtures owned by the Partnership or any sublessee from the Partnership
located in the Entertainment Center, or any part thereof. The Partnership shall

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pay, or cause to be paid, all such taxes, charges, and assessments before the
same become delinquent. The Partnership shall indemnify and save harmless
the City from all such taxes, charges and assessments. This indemnity provision
shall survive termination or expiration of this Lease or the Partnership’s right of
possession hereunder. The Partnership and its sublessees have the exclusive
right to render such personal property and trade fixtures located in the
Entertainment Center for all taxing jurisdictions.
(d) Tax Contests. The Partnership and its sublessee(s) at no cost to the City may
contest the validity or amount of any such personal property taxes, charges, and
assessments it or any sublessee is obligated to pay under this Lease, in which
event the payment thereof may be deferred during the pendency of the contest.
(e) Exclusions. The Partnership is not responsible for:
(i) any income taxes imposed under any existing or future laws of the United
States or any state or any political or taxing authority on the Rent
provided for in this Lease;
(ii) any estate, inheritance, gift, capital gains tax, or other tax imposed under
any existing or future laws of the United States or any state or any
political or taxing authority on the transfer of the interest of the City or any
successor to the City by death or otherwise;
(iii) any gross receipts, sales, excise, or use taxes, if any, imposed on Rent
paid under this Lease;
(iv) any margin tax, franchise tax, or license fee levied upon or against the
City or any successor; or
(v) any taxes and fees similar to any of the above excepted taxes and fees
imposed on the City or any successor.
(f) Construction Sales Tax Exemption. To the extent requested by the Partnership,
the City shall cooperate with the Partnership in seeking a ruling from the
Comptroller of Public Accounts of the State of Texas confirming that items of
tangible personal property (other than machinery or equipment and its
accessories, and repair and replacement parts not incorporated into the real
property and leased or rented tangible personal property used in the
performance of the construction, repair, renovation, or replacement of the
Entertainment Center) acquired by the City pursuant to this Lease will be exempt
from sales tax. The City and the Partnership shall take reasonable steps to
establish and maintain the foregoing exemption, including without limitation, by (i)
structuring construction contracts and subcontracts as “separated contracts”
within the meaning of the Texas Tax Code, containing separately stated contract
prices for materials and labor, (ii) executing and delivering an agreement or
agreements between the City and the Partnership providing for donation and
assignment of items of tangible personal property (including without limitation
materials, equipment and supplies) to the City as and when incorporated into the
Entertainment Center (subject to other applicable provisions of this Lease
regarding acceptance of improvements comprising the Entertainment Center by

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the City, issuance of certificates of occupancy, compliance with construction
codes, the timing of general and special warranties) or as and when delivered to
the Site, except that the construction contracts the Partnership enters into with its
contractors shall provide that for incorporated tangible personal property and for
delivered tangible personal property stored on or away from the Site, (x) the risk
of loss shall remain with the contractor until final completion and acceptance of
the improvements; and (y) special warranties given for the tangible personal
property incorporated or stored shall not commence until final completion and
acceptance of the improvements, (iii) the City’s confirming in writing to the
Partnership the City’s acceptance of delivery of the donation of such tangible
personal property, and (iv) the Partnership’s issuing exemption certificates to its
contractors provided by the City and requiring that all contractors issue resale
certificates to their subcontractors, in each case claiming appropriate exemption
from tax.
9. CONDEMNATION
(a) Right of Eminent Domain. The City shall use reasonable efforts to cause all
other Governmental Authorities to refrain from exercising any right of eminent
domain related to the Entertainment Center or any interest of the Partnership
under this Lease or any personal property and trade fixtures located in the
Entertainment Center owned by the Partnership or any sublessee from the
Partnership.
(b) Notice; Cooperation. If any eminent domain proceeding is filed against the City
or the Partnership or any sublessee from the Partnership for any public or
quasi-public use or improvements by virtue of eminent domain (a Condemnation
Proceeding), then each party shall promptly notify the other party of the filing of
the Condemnation Proceeding. Each party may file its own claim for a separate
award in any Condemnation Proceeding, but the parties shall cooperate, to the
extent possible, in an attempt to maximize the award to be received by each in
the Condemnation Proceeding.
(c) Total Taking. If a Condemnation Proceeding results in the taking of all or

substantially all of the Entertainment Center or, in the Partnership's sole
discretion access to the Entertainment Center is materially impaired by taking
under the Condemnation Proceeding, then this Lease will terminate as of the
date the condemning authority takes possession of the Entertainment Center or
the applicable portions thereof (a Taking).
(d) Partial Taking; Restoration. If a Condemnation Proceeding results in a Taking of

less than all or substantially all of the Entertainment Center, then this Lease will
remain in effect as to that part of the Entertainment Center not taken, unless so
much of the Entertainment Center or the access thereto is taken as to render the
balance unsuitable for use by the Partnership for the uses and purposes
contemplated, in which event the Partnership may terminate this Lease by giving
notice of termination to the City within six (6) months after the date of the Taking.
If this Lease is not terminated, then (i) the Partnership shall restore or repair the
portion of the Improvements, if any, then on the Entertainment Center not taken
in the Condemnation Proceeding and will be reimbursed from the proceeds
awarded in the Condemnation Proceeding for the costs incurred by the
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Partnership for the restoration or repair from the awards given in the
Condemnation Proceeding and (ii) the Fixed Rent will equitably reduce based on
the part of the Entertainment Center so taken effective as of the date of the
Taking. The Partnership's obligation to repair and restore is limited to the
aggregate amount of awards available to the Partnership from the Condemnation
Proceeding.
(e) Temporary Taking. If there is a Taking of all or part of the Entertainment Center
for temporary public or quasi-public use, then this Lease does not terminate, the
Rent will not be adjusted, the Partnership will repair and restore any damage to
the Entertainment Center resulting from such Taking, and the Partnership is
entitled to the full award made or damages granted in connection with the
temporary taking attributable to any period prior to the expiration of the Lease
Term, including any Renewal Terms.
(f) Condemnation Award. In any Condemnation Proceeding, the City and the
Partnership are each entitled to such separate awards as may be given to them
by the condemning Governmental Authority, subject to the following:
(i) If this Lease is not terminated as a result of the Taking, then all awards
will be applied first to the costs of repair and restoration by the
Partnership as specified in Section 9(d).
(ii) If this Lease is terminated as a result of any Taking, then, subject to

approval by the condemning Governmental Authority:
(A) The City will be entitled to an amount equal to the value of the
portion of the Entertainment Center taken considered as
unimproved, raw land, valued as a separate tract not part of a
larger assemblage of land and valued on the basis of such
parcel’s then highest and best use, but encumbered by this Lease
(i.e., the value of the remainder interest of the City), which
amount, to the extent necessary, will be applied first to the
payment of the then-outstanding Bonds before being available for
the City’s use for other purposes;
(B) The City will be entitled to an amount equal to the then current fair
market value of the portion of the Improvements owned by the
City and situated on the portion of the Site taken in its condition
existing at the time of Taking, but encumbered by this Lease (i.e.,
the value of the remainder interest of the City), which amount, to
the extent necessary, will be applied first to the payment of the
applicable then-outstanding Bonds before being available for the
City’s use for other purposes; and
(C) The Partnership will be entitled to receive the balance of the

award, including any awards allocable to then current fair market
value of all fixtures, equipment, and other improvements owned or
paid for by the Partnership or any of its sublessees that are a part
of the Improvements, and all moving expenses for, and reduction

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in value of other property owned by, the Partnership and its
sublessees.
10. EASEMENTS, ZONING AND RESTRICTIONS
(a) Easements, Dedications, and Abandonments. In order to develop and operate

the Entertainment Center, it may be necessary or desirable that street, water,
sewer, drainage, gas, power lines, set back lines, and other easements, and
dedications, and similar rights be granted or dedicated over or within portions of
the Entertainment Center by plat, replat, grant, deed or other appropriate
instrument or that existing easements and rights-of-way be abandoned by the
City. The City shall, on request of the Partnership, join with the Partnership in
executing and delivering such documents, from time to time, and throughout the
Lease Term, as may be appropriate, necessary or required by the several
governmental agencies, public utilities and companies for the purposes of
granting such easements and dedications or obtaining such abandonments, in
each case in order to develop and operate the Entertainment Center.
(b) Zoning. If the Partnership deems it necessary or appropriate to obtain use,

zoning, site plan approval or any permit from the City or any other governmental
entity having jurisdiction over the Entertainment Center, or any part thereof, the
City, in its capacity as owner of Site and not in its capacity as the controlling
municipal authority, shall cooperate with the execution of petitions, applications
or other similar documents as may be reasonably necessary for the construction
or operation of the Entertainment Center.
11. INSURANCE
(a) Special Form Property Coverage For Entertainment Center. During the Lease
Term, the Partnership shall, at no out-of-pocket cost to the City, keep and
maintain causes of loss – special form (ISO Form CP 10 30) property insurance
covering the Entertainment Center and related facilities for the full replacement
value of the Improvements, subject to reasonable deductibles as determined by
the Partnership not to exceed $1,000,000, together with business income and
expense coverage in an amount sufficient to cover 12 months of Fixed Rent and
the annual minimum amounts of Additional Rent.
(b) The Partnership's Insurance. The Partnership must maintain, or cause to be

maintained, the following insurance (the Partnership's Insurance) during the
Lease Term:
Insurance Coverage Policy Limit(s)

Workers' Compensation State required limits and policy form (subject to the
paragraph below)
Employer's Liability Injury by accident or disease: $1,000,000
Commercial general liability Each Occurrence: $1,000,000
ISO Form CG 00 01 12 04, or General Aggregate: $2,000,000
equivalent Products-Completed Operations: $2,000,000
Liquor Liability Each occurrence/aggregate $25,000,000
Business auto liability Per accident/aggregate: $1,000,000
Umbrella/excess liability insurance Each occurrence/aggregate: $25,000,000

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Causes of loss-special form property 100% of replacement cost of the Partnership's business
insurance personal property and leasehold improvements
Garage Coverage ISO Garage Limits as required under the Urban Towers Parking
Coverage Form CA 00 05 1001 Agreement
The carriers for all insurance policies required herein must have an A.M. Best
Insurance Guide "Best's Rating" of at least A- and a "Financial Size Category" of
at least Class VII and be authorized to sell insurance in Texas. All liability
insurance policies and the Garage Coverage must name the City as an
"additional insured" and the liability policies must be primary, with the City's
liability policies being secondary and noncontributing. All property insurance
policies must waive subrogation against the City and the Partnership. The
Partnership must deliver to the City certificates evidencing all required insurance
and copies of all required endorsements prior to entering the Entertainment
Center, and thereafter at least thirty (30) days prior to expiration of each
insurance policy. The rights of any Partnership Mortgagee (defined below) to
any proceeds under any insurance required under the Lease shall be
subordinate to the rights of the City to such proceeds. If approved in advance by
the City in its sole discretion (as determined by the City Manager), the
Partnership, in lieu of Workers’ Compensation insurance, may provide Non-
Subscriber Coverage in such minimum amounts as approved by the City
Manager.
(c) Mutual Release. The City and the Partnership release each other and any
Partnership Mortgagee(s) and any sublessees from all Claims for Losses of or to
(i) the Entertainment Center, (ii) furniture, fixtures, equipment, and other tangible
and intangible property owned by the Partnership and any sublessees, or
(iii) business or revenues, provided the Losses are covered by the releasing
party's property insurance or would have been covered by the required insurance
if the releasing party does not maintain the property insurance coverages
required by this Lease. The party incurring the Loss is responsible for any
deductible or self-insured retention under its property insurance; but the
Partnership, not the City, is responsible for any deductible or self-insured
retention under the insurance obtained under Section 11(a). The parties will
notify the issuing property insurance companies of the releases set forth in this
Section and will have the property insurance policies endorsed, if necessary, to
prevent invalidation of coverage. THE WAIVERS AND RELEASES IN THIS SECTION
APPLY NOTWITHSTANDING ANY SINGLE ACTION RULE UNDER WORKERS'
COMPENSATION STATUTES OR IF THE LOSS IS CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OR STRICT LIABILITY OF THE RELEASED PARTY, BUT DO NOT APPLY TO
THE EXTENT THE LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE RELEASED PARTY. Claim means the assertion of a legal
right, including a demand, legal action, suit, or proceeding, whether filed or
threatened, alleging responsibility for a Loss. Loss means any actual or alleged
liability, cost, or expense (including Legal Costs), loss, damages, judgment, or
penalty of any nature or description suffered by a person or property, including
(A) harm to, impairment, loss, or diminution in the value of tangible or intangible
property or its use, and loss of business or revenues, or (B) physical harm to or
death of a natural person.

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12. SUBLETTING AND ASSIGNMENT BY THE PARTNERSHIP
(a) Right to Sublease. The Partnership may not sublease the Entertainment Center
in whole or in part at any time without the City's consent except as otherwise
specified in this Lease. The making of any sublease does not release the
Partnership from, or otherwise affect in any manner, any of the Partnership's
obligations under this Lease. All of the Partnership’s agreements with any
Concessionaire will be deemed subleases for the purposes of this Lease, and
subject to the terms of Section 21.
(b) Right to Assign. The Partnership may assign this Lease at any time with the
City's consent in its sole discretion (except as may be expressly provided for
otherwise herein); provided that the following transactions also shall be deemed
to be an assignment of this Lease by the Partnership requiring the City’s consent:
(1) if any entity succeeds to the interest of the Partnership as tenant hereunder
by merger, consolidation, or other reorganization, (2) if the Partnership permits
the transfer of an ownership interest in the Partnership so as to result in a
change in the current direct or indirect control of the Partnership, or (3) sell or
otherwise transfer, in one or more transactions, a majority of the Partnership’s
assets (any of the events listed in sub-clauses (1), (2) and (3) with respect to the
Partnership under this Section 12(b) or with respect to any other entity
referenced herein, as applicable, being referred to herein as a Change in
Control). If a Change in Control occurs in connection with an equity investment
in the Partnership by a Qualified Investor (defined below), then the City may not
unreasonably withhold or condition its approval of the Change in Control. A
Qualified Investor is any investor who has, or whose parent company has, a net
worth of $50,000,000 or more. The Partnership shall, in each case other than a
Change in Control or an assignment to a Partnership Mortgagee or its designee,
deliver to the City an instrument in recordable form, if requested by the City,
under which the assignee of the Partnership's interest in this Lease assumes
and/or ratifies the performance of the Partnership's obligations hereunder. After
delivery by the Partnership to the City of the assignment and assumption
described above for an assignment of the Lease approved by the City other than
a Change in Control, the Partnership shall be relieved of any and all future
liabilities or obligations hereunder that first arise after the date of such
assignment, and the City will look only to such successor of the Partnership for
performance of all obligations of the Partnership under this Lease of every kind
and character thereafter to accrue. Each successor to the Partnership may
make a further assignment of this Lease and be relieved from future liability
hereunder as long as the conditions of this Section 12(b) are fulfilled.
(c) Retail Subleases. The City may not unreasonably withhold, delay, or condition
its consent to any sublease by the Partnership of any retail space in the
Entertainment Center. Upon request by any approved retail subtenant, the City
will enter into a mutually approved subordination, attornment, and
non-disturbance agreement with the retail subtenant, the approval of which is in
the City's sole discretion.
(d) Recognition of Subleases. If the City terminates this Lease due to any default by
the Partnership, then the City will not terminate any sublease(s) of the
Entertainment Center, or any portion or portions thereof, or disturb the
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possession or leasehold rights of such sublessee(s), except for a default by such
sublessee(s) of the provisions of such sublease(s). The City shall continue all
non-defaulting sublease(s) in effect and, if requested by any sublessee, enter
into a direct lease between the City (or any successor to the Partnership as
lessee under this Lease) and the sublessee. The Partnership must include in all
its subleases a comparable provision to the foregoing that requires the sublessee
to enter into a direct lease with the City (or any successor to the Partnership as
lessee under this Lease) if the City so elects. Any direct lease with any
sublessee under this Section 12(d) shall be in substantially the same form of
sublease as previously approved by the City.
(e) Notices of Default under Subleases. The Partnership shall use commercially
reasonable efforts to copy the City on all notices of default sent by the
Partnership under any sublease and to deliver promptly to the City a copy of any
notice of default by the Partnership under any sublease received by the
Partnership.
13. FINANCING
(a) Right to Mortgage Leasehold Estate. Subject to Section 13(i), the Partnership
and its sublessees (excluding Concessionaire but including sub-sublessees from
Concessionaire) may from time to time and at any time encumber by one or more
mortgages, deeds of trust, security agreements, or other instruments in the
nature thereof (each, a Mortgage; a Mortgage granted by the Partnership being
a Partnership Mortgage), as security for loans, indebtedness, or obligations
(each, a Debt; a Debt of the partnership being a Partnership Debt), its
leasehold or sub-leasehold interest, as applicable, in the Entertainment Center.
Any such Debt and Mortgage may be for such amount and on such other terms
as the Partnership may approve. Neither the Partnership nor any of its
sublessees have the right to grant any Mortgage that encumbers the City's fee
interest in the Entertainment Center or any portion thereof, and any such
Mortgage that purports to do so will be invalid. Notwithstanding the foregoing,
nothing in this Lease shall be deemed to have granted any rights other than
those set forth in this Section 13(a) to any holder of any Mortgage other than the
rights expressly granted herein to the holder of a Partnership Mortgage.
(b) Notices to Partnership Mortgagees. If at any time after any Partnership

Mortgage is recorded in the Official Public Records of Dallas County, Texas, the
Partnership or the holder of the Partnership Mortgage notifies the City in writing
of the existence of the Partnership Mortgage and furnishes the City with the
address(es) to which the Partnership Mortgagee desires copies of notices to the
Partnership under this Lease be sent (each such holder of a Partnership
Mortgage of whom the City is given notice being a Partnership Mortgagee),
then the City shall thereafter use commercially reasonable efforts to mail to each
Partnership Mortgagee or agent thereof, at the address so given, by any method
of delivery permitted hereunder at the same time that the notice is placed in the
mail or otherwise delivered to the Partnership, duplicate copies of any and all
notices of default required to be sent pursuant to Section 14.
(c) Right to Cure. Any Partnership Mortgagee, at its option, acting either directly or
indirectly through a designee, may cure the default and perform any other
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obligation of the Partnership as necessary to prevent the forfeiture of this Lease
and/or the dispossession of the Partnership as lessee under this Lease. All
actions taken by the Partnership Mortgagee or its designee will be effective to
prevent a forfeiture of the rights of the Partnership hereunder as if timely done
and performed by the Partnership. Any Partnership Mortgage may, if the
Partnership desires, provide that, as between any Partnership Mortgagee or its
designee and the Partnership, the Partnership Mortgagee or its designee, on
curing any such default or defaults or performing any obligations on the part of
the Partnership, will be thereby subrogated to or put in the position of assignee of
any or all of the rights of the Partnership under this Lease covered by the
Partnership Mortgage (subject to Section 13(e)). The City’s failure to deliver to
copies of any notices to any Partnership Mortgagee will not impair or negate the
validity or effectiveness of any notice delivered to the Partnership nor delay the
City’s right to pursue any available remedy other than termination of this Lease or
dispossession of the Partnership as lessee under this Lease, but will delay the
start of any cure periods afforded to such Partnership Mortgagee under this
Section 13 until such time as such notices are delivered to the Partnership
Mortgagee, or, with respect solely to those Events of Default for which no cure
period is applicable, delay the City’s right to terminate this Lease or dispossess
the Partnership under this Lease for a period of ten days.
(d) Option for New Lease. If this Lease terminates for any reason other than
expiration by passage of time of the Initial Term or any Renewal Term, then the
Partnership shall, and the City shall use commercially reasonable efforts to,
deliver notice of the termination to any Partnership Mortgagee about which the
City has been notified. Upon request by any Partnership Mortgagee received by
the City within ninety (90) days after the Partnership’s Mortgagee's receipt of the
notice of termination, the City will enter into a new lease of the Entertainment
Center with the Partnership’s Mortgagee or its designee for the unexpired
balance of the Lease Term, including any Renewal Terms, on the same terms as
this Lease promptly after the Partnership’s Mortgagee or its designee satisfies
the conditions set forth in Section 13(e). If more than one (1) Partnership
Mortgagee exercises the foregoing option for a new lease, the City shall enter
into a new lease with the Partnership Mortgagee, or its designee, having the
highest priority among those Partnership Mortgagees who exercised the option.
(e) Obligation to Cure. In order for any Partnership Mortgagee or its designee to
become the lessee of the Entertainment Center, whether pursuant to the
Partnership Mortgagee’s right of subrogation under Section 13(c), a new lease
under Section 13(d), or otherwise, the Partnership Mortgagee or its designee
must first:
(A) cure any monetary default of the Partnership;
(B) cure any non-monetary default of the Partnership, excluding those

that by their nature are incapable of cure by any other person or
entity (provided that any new successor to the Partnership shall
not be permitted to continue such default of the Partnership or any
similar default with respect to the new successor to the
Partnership going forward); and

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(C) to the extent the City has appointed or entered into any
arrangement with a replacement or successor lessee under this
Lease or other operator of the Entertainment Center (any such
party, a City-Designated Successor), reimburse the City for any
costs incurred by the City related to terminating or otherwise
unwinding any such arrangement between the City and a City-
Designated Successor.
(f) Modifications; Surrender.
(i) Except in connection with exercising the City’s remedies following an

Event of Default for which any Partnership Mortgagee(s) has received
notice and been afforded any applicable cure periods hereunder, the City
may not accept any surrender of or agree to any termination of this Lease
without the prior written consent thereto by any Partnership Mortgagee(s).
Any attempt to do so without such written consent will be void and of no
force and effect.
(ii) The City may modify this Lease from time to time for the purpose of
incorporating herein such additional mortgagee protective provisions as
may be reasonably requested by any Partnership Mortgagee if such
modifications are reasonably acceptable to the City, impose no additional
material obligations on the City or restrict any of the City’s rights
hereunder (including restricting remedies following an Event of Default),
and are not inconsistent with any of the monetary terms of this Lease or
standards of performance set forth herein.
(g) Rights Cumulative. All rights of any Partnership Mortgagee under this Lease are
cumulative and non-exclusive.
(h) Partnership Mortgagee Designee. As used in this Lease, any designee of a

Partnership Mortgagee shall include a designee selected by the Partnership
Mortgagee, and any third party that acquires the right to become the lessee
under this Lease by assignment, as a purchaser, by foreclosure or deed-in-lieu of
foreclosure, or otherwise. Notwithstanding anything to the contrary herein, if any
designee of a Partnership Mortgagee that is not a wholly owned subsidiary of
such Partnership Mortgagee seeks to become lessee under this Lease, then
such designee may do so only with the City’s prior written approval, not to be
unreasonably withheld or delayed; provided, however, if the Partnership
Mortgagee selects the then-current operator of the City’s Convention Center as
the Partnership Mortgagee’s designee, then such operator/designee shall be
deemed approved without any further action required by the City. If any
Partnership Mortgagee elects itself or a wholly owned subsidiary to become the
lessee under this Lease pursuant to such Partnership Mortgagee’s rights
hereunder, no further consent of the City shall be required. The provisions of this
Section 13(h) shall apply both with respect to this Lease and any new lease
entered into under Section 13(d) or otherwise.
(i) Partnership Personal Property. The Partnership and any Concessionaire from
time to time may obtain financing for the purpose of acquiring any Partnership
Personal Property, and may secure such purchase-money financing (but not any

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other financing) with liens encumbering any such Partnership Personal Property
(any such financing referred to herein as a PPP Financing). The Partnership
shall provide the City written notice of and within ten days after entering into any
PPP Financing. Any such PPP Financing shall be subject to the terms and
conditions of this Agreement. Without limiting the generality of the foregoing, any
PPP Financing shall:
(i) permit (but not obligate) the City and/or any replacement operator of the
Entertainment Center to cure and/or assume such PPP Financing, and
(ii) require the City to receive any notices of default or event of default under
any PPP Financing.
If any PPP Financing is not guaranteed by a guarantor satisfactory to the City in

the City’s sole discretion (which may include the right of the City to enforce such
guaranty against the guarantor), then in order to fund a PPP Financing
Reserve, within six months after entering into any PPP Financing (defined
below), the Partnership shall deposit and thereafter maintain so long as any such
PPP Financing is outstanding (including making any additional deposits to so
maintain) a minimum amount equal to 12 months principal and interest debt
service on all outstanding PPP Financings. The PPP Financing Reserve will be
held in a bank account selected by the Partnership and approved by the City on
which the Partnership and the City each will have signatory authority. The
Partnership may not use any funds from the PPP Financing Reserve for any
purpose. After the occurrence of an Event of Default by the Partnership or if the
City receives a notice of default by any PPP Financing lender or servicer, the City
may use funds from the PPP Financing Reserve for the payment of debt service
on any PPP Financing as such debt service payments come due. Upon the
expiration or earlier termination of this Lease following an Event of Default or the
removal of the Partnership as the lessee hereunder, the funds in the PPP
Financing will be paid to the City or be handled in such other manner as the City
designates (in any event, in such a manner as may be limited by any covenants
made by the City in connection with the EC Bonds). To the extent any
Concessionaire seeks to obtain financing for any equipment, trade fixtures or
other personal property used in the operation of the Entertainment Center, the
Partnership shall cause such operator to comply with the provisions of this
Section 13(i).
14. DEFAULT
(a) Event of Default by the Partnership. Each of the failures specified in

Sections 14(b), 14(c), 14(d), 14(e), 14(f) and 14(g) constitute an Event of
Default by the Partnership under this Lease if not cured by the Partnership within
any applicable time period specified in the applicable Section or immediately
upon the occurrence thereof if no cure time is specified.
(b) Monetary Default by the Partnership. If the Partnership defaults in payment of

Fixed Rent or Additional Rent under this Lease, then the City shall deliver to the
Partnership a notice specifying the default. If the default continues for ten (10)
days after the date of delivery of the notice, then the City may at the City's
election take any of the remedies set forth hereinafter. If the Partnership defaults

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in payment of any other money required to be paid to the City by the Partnership
under this Lease, then the City shall deliver to the Partnership a notice specifying
the default. If the default continues for ten (10) days after the date of delivery of
the notice, then the City may at the City's election take any of the remedies set
forth hereinafter.
(c) Failure by the Partnership to Carry Required Insurance. The failure by the
Partnership at any time to carry the insurance required by it under Article 11.
(d) Non-Monetary Default by the Partnership. If the Partnership defaults in the

performance of any of its obligations under this Lease other than its monetary
obligations as specified in Section 14(b) or its obligation to maintain required
insurance coverages as specified in Section 14(c), then the City shall deliver to
the Partnership a notice specifying the default. If the Partnership does not
commence to cure the default within ten (10) days, or does not complete the cure
within thirty (30) days, after the date of delivery of the notice, then the City may at
the City's election take any of the remedies set forth hereinafter; provided, if the
default is one that is not capable of being cured within thirty (30) days, then the
City may not exercise its remedies unless the Partnership does not commence to
cure the default within ten (10) days, or does not complete the cure within
sixty (60) days, after the date of delivery of the notice.
(e) Cross Default Under the Development Agreement. The occurrence of an Event
of Default (as defined in the Development Agreement) by the Partnership under
the Development Agreement.
(f) Cross Default Under the Urban Towers Parking Agreement. The occurrence of
an Event of Default (as defined in the Urban Towers Parking Agreement) by the
Partnership under the Urban Towers Parking Agreement.
(g) Cross Default Under any Concessionaire Agreement. The occurrence of an

event of default by the Partnership beyond all applicable notice and cure periods
under any agreement with any Concessionaire.
(h) Enforcement of Remedies by the City.
(i) Upon the occurrence of an Event of Default by the Partnership, and

subject to any rights of a Partnership Mortgagee or its designee under
Section 13, the City may pursue any available remedy or enforce the
performance of this Lease in any mode provided in this Agreement or by
law, or this Lease may be terminated at the City's discretion. Upon the
City's giving valid notice of its election to terminate or to dispossess the
Partnership’s right to possess the Entertainment Center, this Lease or the
Partnership’s right of possession shall terminate as if that were the date
originally fixed herein for the expiration of the term hereof. The City’s
remedies are cumulative and the City’s exercise of any specific remedy
will not prevent the City from exercising any other available remedy. No
waiver by the City of any default by the Partnership will be treated as a
waiver of any subsequent delay by the Partnership.

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(ii) Without limiting the generality of clause (i) above, upon the occurrence of
an Event of Default by the Partnership, the City may perform (or cause to
be performed) any act that the Partnership is obligated to perform under
the terms of this Lease (and enter upon the Entertainment Center in
connection therewith if necessary) in the Partnership’s name and on the
Partnership’s behalf, without being liable for any claim for damages
therefor, and the Partnership shall reimburse the City on demand for any
actual, out-of-pocket expenses which the City may incur in thus effecting
compliance with the Partnership’s obligations under this Lease (including,
but not limited to, collection costs and legal expenses), plus interest
thereon at a default rate equal to the lesser of eighteen percent (18%) per
annum or the maximum rate permitted under Applicable Law.
(iii) If the Partnership breaches its obligations under Section 4(f)(vii), then the
City’s sole and exclusive remedy for the breach is to collect liquidated
damages from the Partnership in the amount of $15,000 per breach. The
provisions of this Section 14(h)(iii) prevail if there is a conflict with any
other provisions of this Lease.
(iv) If any two consecutive Quarterly Gross Sales Reports for a 60-40
Restaurant delivered to the Partnership and the City under Section 4(f)(x)
show that the 60% Requirement is not satisfied for the applicable 12-
month periods (in each such instance, the applicable 60-40 Restaurant
will be referred to as a Non-Compliant Restaurant), then the Partnership
shall pay liquidated damages to the City in the amount of $50,000 per
Non-Compliant Restaurant per occurrence.
(v) In addition, if the Partnership is liable for liquidated damages under

Section 14(h)(iv) for a Non-Compliant Restaurant and any subsequent
Quarterly Gross Sales Report for the Non-Compliant Restaurant shows
the 60% Requirement was not satisfied, then the Partnership shall pay
liquidated damages to the City in the amount of $50,000 per occurrence
per Non-Compliant Restaurant.
(vi) Notwithstanding the provisions of Sections 14(h)(iv) and 14(h)(v), if the

Partnership pays liquidated damages under either or both of those
Sections for a Non-Compliant Restaurant and thereafter three (3) or more
consecutive Quarterly Sales Reports for the Non-Compliant Restaurant
shows that the 60% Requirement was satisfied, then the provisions of
Section 14(h)(iv) will be applicable with respect to subsequent Quarterly
Sales Reports that show the 60% Requirement was not satisfied until the
provisions of Section 14(h)(v) again apply.
(i) No Waiver. No waiver by either party of any default or breach of any covenant,
condition, or stipulation herein contained will be treated as a waiver of any
subsequent default or breach of the same or any other covenant, condition, or
stipulation hereof.
(j) Bankruptcy. The bankruptcy or insolvency of the Partnership, an assignment by

the Partnership for the benefit of the Partnership's creditors, the appointment of a
trustee, liquidator or receiver for the Partnership, reorganization by the

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Partnership, an admission by the Partnership of its inability to pay its debts as the
same become due, or the seeking or granting of any order of relief in any
proceeding commenced by or against the Partnership under any present or
future federal or state bankruptcy, insolvency, or creditors relief statute does not
affect this Lease so long as all covenants of the Partnership are continued in
performance by the Partnership or its successors or legal representatives.
(k) Default by the City. If the City defaults in the performance of any of its
obligations under this Lease and does not cure the default within thirty (30) days
after the date of a notice from the Partnership specifying the default, then the
Partnership may enforce the performance of this Lease against the City, abate
payment of any Rent as long as the default remains uncured, and exercise any
other remedy available to the Partnership at law or in equity, including, without
limitation, curing the default on behalf of the City and setting off against future
Rent the reasonable costs incurred by the Partnership in effecting the cure;
provided, however, the City’s obligation for any damages (other than the
foregoing abatement and setoff rights) will be limited to the extent of lawfully
available excess Brimer HOT Revenues (subject to, without limitation, the pledge
of such Brimer HOT Revenues to the repayment of the Bonds as set forth in the
City ordinance authorizing the Bonds) and/or lawfully available proceeds from the
Bonds for such damages. The Partnership's remedies are cumulative and the
Partnership's exercise of any specific remedy will not prevent the Partnership
from exercising any other available remedy. No waiver by the Partnership of any
default by the City will be treated as a waiver of any subsequent default by the
City.
15. LIMITATIONS ON LIABILITY
(a) Non-Liability of the City. The City is not liable to the Partnership or to the
Partnership's employees, subtenants, patrons, or visitors for any injury to
persons or damage to property caused by any negligence or any other act of the
Partnership, its agents, employees, and sublessees, or due to fire or other
casualty, or due to any building on the Entertainment Center and appurtenances
thereon being improperly constructed, or being or becoming out of repair, or due
to any cause whatsoever by reason of the use, occupancy, or enjoyment of the
Entertainment Center by the Partnership and its sublessees.
(b) Limitations on Liability of the Partnership. The term "the Partnership," as used in
this Lease means only the holder for the time in question of the Partnership's
interest in this Lease. Notwithstanding anything to the contrary contained in this
Lease, the liability of Las Colinas Group, LP under this Lease for a default by Las
Colinas Group, LP under this Lease is limited to the interest of Las Colinas
Group, LP in the Entertainment Center under this Lease and the revenues
derived therefrom, and to the Security Deposit and reserves required to be
maintained by the Partnership hereunder. The prior sentence is personal to Las
Colinas Group, LP and does not apply to any successor to Las Colinas Group,
LP. Notwithstanding anything to the contrary herein, the provisions of this
Section 15(b) will govern in the event of any conflict with any other provision
herein.

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(c) Termination of Development Agreement. If the Development Agreement
terminates or is terminated pursuant to an express termination right under either
Section 4.1 or Section 4.2 of the Development Agreement, or for any reason
other than completion of construction of the Entertainment Center, then this
Lease shall automatically terminate and neither the City nor the Partnership shall
have any rights, liabilities or obligations hereunder except those that expressly
survive the termination of this Lease; provided, however, nothing in the foregoing
provision shall limit the rights or remedies of a non-defaulting party if the
Development Agreement is terminated as a result of the default of the other
party.
(d) Waiver of Consequential Damages. Notwithstanding anything in this Lease to

the contrary, (a) the City hereby waives any consequential damages,
compensation or claims for inconvenience, loss of business, rents or profits as a
result of any injury or damage, whether or not caused by the willful or wrongful
act of the Partnership or its representatives, agents or employees, and (b) the
Partnership hereby waives any consequential damages, compensation or claims
for inconvenience, loss of business, rents or profits as a result of any injury or
damage, whether or not caused by the willful or wrongful act of the City or its
representatives, agents or employees.
16. FORCE MAJEURE
If the curing of any default (other than failure to pay Rent, taxes, insurance premiums, or
other sums of money) or the performance of any other obligation under this Lease is
delayed by war; riots; civil commotion; terrorist acts or activities; acts of God;
governmental restrictions, regulations, or interferences; fire or other casualty; strikes;
lockouts; labor shortages; or shortages of or delays in obtaining materials; acts or failure
to act by any Governmental Authority (including changes in interpretation of building
codes, ordinances, and regulations and delays in issuing or failure or refusal to issue
permits and approvals); casualty damage; Takings; unusually adverse weather
conditions; or any other circumstances reasonably beyond the control of the party
obligated or permitted under the terms hereof to do or perform the same and without
such party's fault, regardless whether any such circumstance is similar to any of those
enumerated or not; then such party will be excused from doing or performing the same
during the period of delay.
17. ESTOPPEL CERTIFICATES
The City and the Partnership shall each, from time to time, without additional
consideration and promptly upon request, execute and deliver to each other or to any
person whom the requesting party may designate, an estoppel affidavit consisting of
statements, if true (or modified as necessary to make them true), that: (i) this Lease is in
full force and effect, with Fixed Rent and Additional Rent current through the date of the
certificate (or stating the date through which Fixed Rent and Additional Rent has been
paid); (ii) this Lease has not been modified or amended (or setting forth all modifications
and amendments); (iii) to such party's knowledge, the other party is not then in default,
and the Partnership and the City have fully performed all of the Partnership's and the
City's obligations hereunder; and (iv) the transactions, if any, described in the request do
not constitute an Event of Default under this Lease.

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18. LANDLORD'S LIEN
The City waives all landlord's liens that the City may hold, constitutional, statutory, or
otherwise, on any furniture, fixtures, equipment, inventory, and other tangible and
intangible property located in the Entertainment Center and owned by the Partnership or
any sublessee.
19. REPRESENTATIONS AND WARRANTIES
(a) The City's Representations and Warranties. The City hereby represents and
warrants to the Partnership as of the Execution Date:
(i) Existence. The City is a municipal corporation and a home rule city of the
State of Texas duly incorporated and currently existing pursuant to the
constitution and laws of the State of Texas, including the Texas Local
Government Code and Texas Government Code.
(ii) Authority. The City has all requisite power and authority to own the
Entertainment Center, to execute and deliver this Lease and to
consummate the transactions herein contemplated, and by proper action
in accordance with all Applicable Law has duly authorized the execution
and delivery of this Lease, and the consummation of the transactions
herein contemplated.
(iii) Binding Obligation. This Lease is a valid and binding obligation of the
City and is enforceable against the City in accordance with its terms.
(iv) No Defaults. The execution by the City of this Lease and the
consummation by the City of the transactions contemplated hereby (A) do
not, as of the Execution Date, result in a breach of any of the terms or
provisions of, or constitute a default, under the City's charter or any
resolution, indenture, agreement, instrument or obligation to which the
City is a party or by which the Entertainment Center or any portion thereof
is bound; and (B) do not, to the knowledge of the City, constitute a
violation of any law, order, rule or regulation applicable to the City or any
portion of the Entertainment Center of any court or of any federal or state
or municipal regulatory body or administrative agency or other
governmental body having jurisdiction over the City of any portion of the
(v) Consents. No permission, approval or consent by third parties or any

other governmental authorities is required in order for the City to enter
into this Lease, make the agreements herein contained or perform the
obligations of the City hereunder other than those which have been
obtained.
(vi) Proceedings. There are no actions, suits or proceedings pending or, to

the City's knowledge, threatened or asserted against the City affecting the
City's obligations under this Lease or any portion of the Entertainment
Center, at law or in equity or before or by any federal, state, municipal or

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other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign.
(vii) Impositions. The City has not received any notice of any condemnation
actions, special assessments or increases in the assessed valuation of
taxes or any impositions of any nature that are pending or being
contemplated with respect to the Entertainment Center or any portion
thereof.
(viii) Compliance with Laws. The City has not received any notice of any
violation of any ordinance, regulation, law or statute of any governmental
agency pertaining to the Entertainment Center or any portion thereof.
(ix) Encumbrances. The City has not placed or granted any liens or security
interests against the Entertainment Center, and there are no actions
pending, to the City's knowledge, that would result in the creation of any
lien on any portion of the Entertainment Center, including, but not limited
to, water, sewage, street paving, electrical or power improvements which
give rise to any lien, completed or in progress. During the Lease Term,
the City shall not grant any lien, security interest, encumbrance,
easement, restriction, covenant or other exception to title on all or any
portion of the Entertainment Center that unreasonably impairs the
Partnership's use of the Entertainment Center without the prior written
consent of the Partnership, which consent shall not be unreasonably
withheld or conditioned and with all due consideration to facilitating the
further development and utilization of the Entertainment Center.
(x) Limitations. Except as otherwise expressly provided herein, the

Entertainment Center is leased by the City on an "AS IS, WHERE IS,
WITH ALL FAULTS" basis, without representation or warranty of any
kind, either express or implied, as to the condition of the Entertainment
Center (or any portion thereof), its merchantability, its condition or its
fitness for the Partnership's intended use or for any particular purpose.
(b) The Partnership's Representations, Warranties and Covenants. The Partnership

hereby represents and warrants to the City as of the Execution Date, and
covenants (as to clause (vii) only) as specified below:
(i) Existence. The Partnership is duly organized, validly existing and in good
standing under the laws of the State of Texas, and shall maintain said
status during the Lease Term.
(ii) Authority. The Partnership has all requisite power and authority to own its
property, operate its business, enter into this Lease and consummate the
transactions herein contemplated, and by proper action has duly
authorized the execution and delivery of this Lease and the
consummation of the transactions herein contemplated.
(iii) Binding Obligations. This Lease is a valid obligation of the Partnership

and is binding upon the Partnership in accordance with its terms.

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(iv) No Default. The execution by the Partnership of this Lease and the
consummation by the Partnership of the transactions contemplated
hereby do not, as of the Execution Date, result in a breach of any of the
terms or provisions of, or constitute a default or condition which upon
notice or lapse of time or both would ripen into default under, the
organizational documents of the Partnership or under any indenture,
agreement, instrument or obligation to which the Partnership is a party or
is bound.
(v) Consents. No other permission, approval or consent by third parties or

any other governmental authorities is required in order for the Partnership
to enter into this Lease or consummate the transactions herein
contemplated, other than those which have been obtained.
(vi) As-Is. Except as otherwise expressly provided herein, the Entertainment

Center is accepted by the Partnership on an "AS IS, WHERE IS, WITH
ALL FAULTS" basis, without representation or warranty of any kind,
either express or implied, as to the condition of the Entertainment Center,
its merchantability, its condition or its fitness for the Partnership's
intended use or for any particular purpose.
(vii) Balance Sheets and Income Statements. Throughout the Lease Term,
the Partnership shall furnish to the City promptly (A) an unaudited,
compiled annual balance sheet and income statement of the Partnership
certified by an authorized representative of the Partnership and (B) the
Partnership's regular quarterly balance sheet and income statement
regarding the Entertainment Center that describes, in reasonable detail,
the revenues and expenses of the Entertainment Center for such quarter
and year-to-date (each on a calendar quarter and calendar year basis, as
applicable).
20. MISCELLANEOUS
(a) Relationship. Nothing herein contained may be deemed or construed by the

parties hereto, nor by any third party, as creating the relationship of principal and
agent or of partnership or of joint venture between the parties hereto, it being
understood and agreed that neither the computation of Rent, nor any other
provision contained herein, nor any acts of the parties hereto, may be deemed to
create any relationship between the parties hereto other than the relationship of
landlord and tenant.
(b) Numbers and Gender. Whenever the singular number is used, the same
includes the plural, and words of any gender include each other gender.
(c) Memorandum of Lease. On the Bond Closing Date, the City and the Partnership
shall execute and deliver a Memorandum of Lease in a mutually approved form
to provide public notice of this Lease. The Partnership, at its cost, may record
the Memorandum of Lease in the Official Public Records of Dallas County,
Texas. If this Lease expires or is validly terminated in accordance with its terms,
then, within thirty (30) days after request from the City, the Partnership will
deliver a recordable release of the Memorandum of Lease. The Partnership's

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obligations under this Section 20(c) survive the expiration or earlier termination of
this Lease.
(d) Heading. The headings, captions, and arrangements used in this Lease are,
unless specified otherwise, for convenience only and shall not be deemed to
limit, amplify, or modify the terms of this Lease, not affect the meaning thereof.
(e) References. All references to "Article", "Articles", "Exhibit", "Exhibits", "Section",

"Sections", "Subsection", or "Subsections" contained in this Lease are, unless
specifically indicated otherwise, references to articles, exhibits, sections, and
subsections of this Lease. All Exhibits attached to this Lease are incorporated
herein and made a part hereof for all purposes.
(f) Notices. All notices, demands, requests, approvals, or other communications

required or permitted under this Lease must be in writing and, unless personal
delivery is effected earlier, will be deemed delivered:
(i) three (3) business days after deposit in the United States Mail, postage
prepaid, registered or certified mail, return receipt requested, on a
business day during business hours; or
(ii) the next business day after delivery to any nationally recognized
overnight delivery service on a business day during business hours for
prepaid delivery on the next business day; or
(iii) on the business day sent, if sent by facsimile (and the sending facsimile
generates a written confirmation of sending) or e-mail prior to 3:00 p.m.,
Irving, Texas time, with a confirming copy being sent by one of the other
specified methods on the same business day;
in each case addressed as follows:
If to the City:
City of Irving
Irving, Texas 75060
Telephone: 972.721.2586
Fax: 972.721.2420
E-mail: tgonzalez@cityofirving.org
With a copy to:
City of Irving
Irving. Texas 75060
Attention: City Attorney
Telephone: 972.721.2541
Fax: 972.721.2750
E-mail: canderso@cityofirving.org

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and if to the Partnership to:

Suite 1715-North
Irving, Texas 75039
Telephone: 972.444.2200
Fax: 972.444.2201
E-mail: bbeuck@lascolinasgroup.com
With a copy to:
CSE Commercial Real Estate

4956 N. O'Connor Blvd.
Irving, Texas 75062
Telephone: 469.417.0101
Fax: 469.417.0104
And to:
Munsch Hardt Kopf & Harr, P.C.

3800 Lincoln Plaza
Dallas, Texas 75201
Telephone: 214.855.7533
Fax: 214.978.4310
If to any Partnership Mortgagee, at an address to be provided by

the Partnership as specified in Article 13.
Any party or Partnership Mortgagee may change its address and specify as its
address for the purposes hereof any other address in the United States of
America by giving the other party and Partnership Mortgagee or both parties, as
applicable at least fifteen (15) days' prior notice. Notices given by counsel for
any party or any Partnership Mortgagee are effective as notices by the party or
Partnership Mortgagee, as applicable.
(g) Laws and Venue. This Lease is being executed and delivered, and is intended to
be performed, in the State of Texas, and the applicable laws of such State and of
the United States govern the rights and duties of the parties hereto and the
validity, construction, enforcement and interpretation hereof. Venue for any
action to interpret or enforce the rights of either party under this Lease will be in a
court of competent jurisdiction in Dallas County, Texas.
(h) Partial Invalidity. If any provision of any of this Lease is held to be illegal, invalid,
or unenforceable under present or future laws effective during the term hereof,

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such provision is fully severable; this Lease will be construed and enforced as if
such illegal, invalid, or unenforceable provision had never comprised a part
hereof; and the remaining provisions hereof will remain in full force and effect
and will not be affected by the illegal, invalid, or unenforceable provision or by its
severance therefrom. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision, there will be added automatically as a part of this Lease
a provision as similar in terms to such illegal, invalid, or unenforceable provision
as may be possible and be legal, valid, and enforceable.
(i) Entire Agreement; Amendments. This Lease embodies the entire agreement
between the parties relating to the subject matter hereof, supersedes all prior
agreements and understandings, if any, relating to the subject matter hereof,
including, without limitation, the Prior Lease, and may be amended only by an
instrument in writing executed jointly by the City and the Partnership.
(j) Counterparts. This Lease may be executed in a number of identical

counterparts, each of which constitutes an original and all of which constitute,
collectively, one agreement; but in making proof of this Lease, it shall not be
necessary to produce or account for more than one such counterpart. Facsimile
and e-mail signatures are binding on the party providing same.
(k) Successors and Assigns. This Lease is binding upon and inures to the benefit of
the City and the Partnership and their respective successors and assigns.
(l) Merger of Title. No merger of the Partnership's interest in this Lease or of the
leasehold estate created by this Lease with the fee simple estate in the
Entertainment Center, or any part thereof, will occur by reason of the fact that the
same person may acquire or own or hold, directly or indirectly, (i) the
Partnership's interest in this Lease or the leasehold created by this Lease and (ii)
the fee estate in the Entertainment Center or any part thereof or any interest
therein, and no such merger will occur unless and until all persons having an
interest in the ownership interests described in (i) and (ii) above join in a written
instrument effecting such merger and record same.
(m) Approvals; Consents. Neither the City nor the Partnership may unreasonably
withhold, condition, or delay any consent or approval related to this Lease;
provided, that the foregoing restriction does not apply to any approval required by
the City in the exercise of its governmental functions.
(n) Time is of the Essence. Time is of the essence with respect to this Lease.
(o) Legal Costs. If either party does not comply with any of the terms of this Lease
to be complied with on its part and the other party commences a legal
proceeding or arbitration or mediation to enforce the terms of the Lease, the
prevailing party in any such proceeding or arbitration or mediation will be entitled
to receive from the other party its reasonable Legal Costs. Legal Costs means
court costs, attorneys' and paralegals' fees, experts' fees, and other costs and
expenses incurred in investigating, preparing, prosecuting, or settling any legal
action or proceeding or arbitration, mediation, or other method of alternative
dispute resolution.

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(p) Brokers. The City and the Partnership each represent and warrant to the other
that it has not been represented by any broker in the negotiation of this Lease.
(q) Perpetuities. To the extent that the rule against perpetuities is applicable hereto,
but not otherwise, the rights and options hereunder granted to the Partnership,
any Partnership Mortgagee, or a designee of any Partnership Mortgagee, expire
upon the earlier to occur (i) the last day of the last Renewal Term, or (ii) twenty
(20) years after the date of death of the last to die of the following parties: (a) the
present living issue of the forty-first President of the United States, George
Herbert Walker Bush, or (b) each presently living person who was born in a
hospital located in Dallas County, Texas, during the calendar year ending
December 31, 2008.
(r) Obligations to Defend Validity of Lease. If litigation is filed by a third party

against the Partnership or the City in an effort to enjoin either party’s
performance of this Lease, then the parties hereto shall take all commercially
reasonable steps to support and defend the validity and enforceability of this
Lease. Either party may intervene in any such matter in which the other party
hereto has been named as a defendant. Each party is responsible for its Legal
Costs in connection with any such litigation.
(s) Exclusive Dealing and Non-Compete Covenants.
(i) During the Lease Term, the Partnership, Concessionaire, and any
affiliated entity, successor or assign, will not solicit or accept any proposal
of, or enter into any plan or agreement with, any county or any city other
than the City regarding any project or facility having a purpose similar to
the Entertainment Center (meaning any similarly sized performance
venue with adjacent or incorporated retail and restaurant element(s))
within 150 miles of the Entertainment Center or within the Austin, San
Antonio, and Oklahoma City metropolitan areas. Further, neither the
Partnership nor Concessionaire will own or operate any other facility or
project having a purpose similar to the Entertainment Center within 150
miles of the Entertainment Center or within the Austin, San Antonio, and
Oklahoma City metropolitan areas. Nothing in this Section 20(s)(i)
prevents the Partnership or Concessionaire from owning or operating a
facility or project having a purpose similar to the Entertainment Center in
the Houston metropolitan area. Nothing in this Section 20(s)(i) imposes
any limitations on the concert promoter for the Entertainment Center.
(ii) During the Lease Term, the City will not, directly or indirectly, own,
manage, operate, control, finance, sponsor, develop, provide City-owned
land or in any other way participate in or cooperate with (subject to
Applicable Laws) any entertainment or multi use venue similar to the
Entertainment Center located anywhere within the City, excluding any
existing City facilities and excluding any similar facility currently under
negotiation by the City as of the date of this Lease.
(t) Business Days. Business days are all weekdays other than New Year's Day,
Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day,

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Thanksgiving Day and the day after Thanksgiving, Christmas Eve and Christmas
Day.
(u) Relationship with ICVB. The parties acknowledge that the ICVB is a department
of the City of Irving, Texas, and that the City’s execution of this Lease shall bind
the ICVB with respect to the provisions hereof, including the rights and
obligations of the ICVB set forth in Section 5 herein.
(v) Charitable Fundraisers. At least once each calendar year, commencing with the
calendar year in which the first day of the Initial Term occurs, the Partnership
agrees to make the Performance Hall available at no cost (other than labor costs
directly related to staging the event) to a non-profit, charitable organization or
group of non-profit, charitable organizations that generally support the arts for a
fundraising event for such organization(s). The Partnership may select the same
organization(s) from year to year or may select a different organization(s) each
year. The Partnership agrees, and shall cause the concert promoter for the
Entertainment Center, to cooperate with such organization(s) in booking each
fundraising event. The Partnership further agrees to provide a $100,000 food and
beverage credit to the organization(s) for each annual fundraising event.
21. CONCESSIONAIRE AGREEMENTS
(a) Concessionaire Agreements. Each Concessionaire and any agreement between

the Partnership and a Concessionaire (each a Concessionaire Agreement, and
collectively the Concessionaire Agreements) shall be subject to the approval of
the City in accordance with this Section 21. The Partnership represents and
warrants to the City that the Partnership has entered into, and the City has
approved, the following contracts with a Concessionaire:
(ii) Concession Agreement dated as of May 28, 2010, between the

Partnership and B Concessionaire-Las Colinas, LLC, a Texas limited
liability company, dba Texas Hospitality Group;
(iii) Retail Sublease dated as of May 28, 2010, between the Partnership and
B Retail, LLC, a Texas limited liability company; and
(iv) Content Agreement dated as of June 3, 2010, between the Partnership

and Blue Marble 360, LLC, a Texas limited liability company.
Any new, replacement, or substitute Concessionaire Agreement, or material

modification thereof, shall be in a form acceptable to the City.
(b) Specific Requirements. Without limiting the generality of Section 21(a):
(i) The Concessionaire Agreement with Concepts, or with such other

Concessionaire responsible for developing concepts and intellectual
property, must contain a provision requiring such Concessionaire to grant
the City a license to use the Concepts Intellectual Property Rights to

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continue to operate the Entertainment Center only and not any other
similar facility for the remainder of the Lease Term (including unexercised
Renewal Terms) if the City terminates this Lease due to a default by the
Partnership and also terminates the Concepts contract due to a default by
Concepts; provided, however, the Partnership may satisfy this obligation
by having such Concessionaire enter into an agreement in form and
substance similar to the IP License Agreement or otherwise acceptable to
the City.
(ii) The Partnership shall cause B Concessionaire Las Colinas, LLC, or such
other Concessionaire responsible for food and beverage operations, to
maintain at all times during the Lease Term liquor liability insurance in an
amount of at least $25,000,000 that otherwise complies with the
provisions of this Agreement (including Article 11) as if the Partnership
were required to maintain such insurance.
(c) Subsequent Concessionaires. The City approves the Concessionaires

specifically named in Section 21(a) above. The City may approve or not approve
any subsequent Concessionaire in the City’s sole discretion; provided, however,
if such subsequent Concessionaire is a Qualified Concessionaire, the City’s
approval may not be unreasonably withheld or conditioned. As used herein,
Qualified Concessionaire means one or more natural persons or an entity with
at least 10 years professional experience in the area of operations for which such
Concessionaire will be responsible in connection with the Entertainment Center,
is sufficiently creditworthy to perform the obligations of the Concessionaire under
its Concessionaire Agreement with the Partnership, has a good reputation in the
business community and will not harm the reputation of the Entertainment
Center. By way of example but not limitation with respect to the first criterion in
the preceding, a food and beverage operations Concessionaire must have at
least 10 years professional experience in operating restaurants or similar
establishments as those in the Entertainment Center, but shall not be required to
have experience in booking programming if such Concessionaire will not be
responsible for performing that function for the Entertainment Center. Any
Change of Control for any Concessionaire shall be deemed to be a change in the
Concessionaire and, thus, a cause for the City to reapprove such Concessionaire
and the agreements between the Partnership and such Concessionaire.
22. PROMOTER PARTICIPATION
The City’s obligations under this Lease are conditioned upon Concepts entering into a
booking agreement with a concert producer and promoter approved by the City. The
City preapproves Live Nation, AEG Worldwide, and Front Line Management, Inc. The
Partnership and the City acknowledge that Concepts has entered into a Booking and
Consulting Services Agreement – Las Colinas Entertainment Center with Live Nation
dated effective as of November 19, 2009, as amended by First Amendment dated as of
April 14, 2010, and agree that such agreement or other agreement entered into in
accordance with this Section 22 shall be in full force and effect with no default
thereunder prior to the issuance of the Bonds; otherwise, the City may terminate this
Lease and its participation hereunder.

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23. RESIDENTIAL DEVELOPMENT RIGHTS
Under Amended and Restated Supplementary Declaration No. 148, Las Colinas Area
CXLVIII and Termination of Supplementary Declaration No. 207, Dallas County, Texas,
by The Las Colinas Association, a Texas non-profit corporation, dated June 6, 2007, as
Instrument No. 20070260683 in the Official Public Records of Dallas County, Texas
(A&R SD 148), the City is the holder of the right to develop no more than one hundred
(100) for sale condominiums or other for sale residential condominium units as specified
in Section 148.a of A&R SD 148 and the PRC development rights as defined in Exhibit B
attached to A&R SD 148 in Las Colinas Area CXLVIII (as defined therein) (collectively,
the Residential Development Rights). Upon satisfaction of all Development
Agreement Contingencies, the City assigns the Residential Development Rights to the
Partnership for use in connection with the Site; but, this assignment terminates
automatically as to any development rights not exercised by the Partnership or its
successors or assigns within ten (10) years after the Bond Closing Date. If the
Partnership gives the City notice that the Partnership intends to use any of the
Residential Development Rights in connection with the Site, then the City and the
Partnership will negotiate in good faith an appropriate amendment to this Lease and
related agreements necessary to allow the Partnership to exercise the Residential
Development Rights.
24. ENVIRONMENTAL MATTERS
(a) Environmental Investigation and Remediation. The Partnership is responsible for

performing any environmental investigation and remediation work that may be
required in connection with the use and occupancy of the Entertainment Center
(or any portion thereof) caused by the presence of Hazardous Materials (defined
below) in, on, under or about the Entertainment Center. Such environmental
investigation and remediation work will be carried out in accordance with all
Applicable Laws. The Partnership will notify and advise the City of the
remediation the Partnership will undertake and the procedures to be used. The
Partnership will complete the remediation with due diligence and comply with,
and shall cause its agents and contractors to comply with, all Applicable Laws
regarding the use, removal, storage, transportation, disposal and remediation of
Hazardous Materials. The Partnership’s obligation as provided above to
undertake environmental investigation and remediation of the Entertainment
Center is a continuing obligation of the Partnership throughout the Lease Term.
(b) Presence and Use of Hazardous Materials. The Partnership may not, without the
City’s prior consent, keep on or around the Entertainment Center, for use,
disposal, treatment, generation, storage, or sale, any substance designated as,
or containing components designated as hazardous, dangerous, toxic, or
harmful, including without limitation Hazardous Materials, or subject to regulation,
by federal, state, or local law, regulation, statute, or ordinance, unless such use
by the Partnership is in accordance with prudent property management practices
with respect to the intended purpose and use of the Entertainment Center and is
in compliance with all Applicable Laws. With respect to any such Hazardous
Materials, the Partnership shall:

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(i) Comply promptly with all government requirements for reporting, keeping,
and submitting manifests, and obtaining and keeping current identification
numbers.
(ii) Submit to the City true and correct copies of all reports, manifests, and
identification numbers at the same time as they are required to be and/or
are submitted to the appropriate government authorities.
(iii) Within thirty (30) days of the City’s request, submit written reports to the
City regarding the Partnership’s use, storage, treatment, transportation,
generation, disposal, or sale of Hazardous Materials and provide
evidence satisfactory to the City of the Partnership’s compliance with the
Applicable Laws.
(iv) Allow the City or the City’s agent or representative to come on the
Entertainment Center at all times to check the Partnership’s compliance
with all applicable government regulations regarding Hazardous
Materials; provided, however, that the City will at all times use reasonable
efforts to minimize any disruption to the use of the Entertainment Center
by the Partnership.
(v) Comply with all Applicable Laws regarding the proper and lawful use,
sale, transportation, generation, treatment, and disposal of Hazardous
Materials. Any and all costs to the City and associated with the City’s
routine inspection of the Entertainment Center and the City’s routine
monitoring of the Partnership’s compliance with this Section, including the
City’s Legal Costs, will be the obligation and liability of the City; provided,
however, that if it is ever determined that Hazardous Materials are
present on, in, under or at the Entertainment Center in violation of this
Section, then the Partnership shall be required to reimburse the City for
all of the reasonable out-of-pocket costs incurred by the City with respect
to the City’s inspection of the Entertainment Center and the City’s
monitoring of the Partnership’s use, storage, treatment, transportation
and disposal of the Hazardous Materials that are located at the
(c) Cleanup Costs; Default, and Indemnification. The Partnership will be fully and
completely liable for any and all cleanup costs, and any and all other charges,
fees, and penalties (civil and criminal) imposed by any government authority with
respect to the Partnership’s use, disposal, transportation, generation, or sale of
Hazardous Materials, in, on, under, or about the Entertainment Center. If the
Partnership breaches its obligations under this Section and such breach is not
cured following notice and within the applicable cure period, the City may take
any and all action reasonably appropriate to remedy such breach, including
taking all appropriate action to clean up or remediate any contamination resulting
from the Partnership’s use, generation, storage, or disposal of Hazardous
Materials in violation of the provisions of this Lease, and the Partnership will
promptly pay all reasonable out-of-pocket costs incurred by the City in
connection therewith. The Partnership will defend, indemnify, and hold harmless
the City, its officers, agents, employees, and Council Members, from and against
any and all claims, demands, liabilities, causes of action, suits, judgments,
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damages, and expenses (including reasonable out-of-pocket Legal Costs of
clean up and remediation) arising from the Partnership’s failure to comply with
the provisions of this Section. This indemnity provision shall survive termination
or expiration of this Lease or the Partnership’s right of possession hereunder,
even if the City’s knowledge of any breach by the Partnership of the
Partnership’s obligations under this Section first arises after the expiration or
termination of the Lease Term.
(d) Hazardous Materials. The term Hazardous Materials means any substance,
material, or waste now or hereafter classified or considered to be hazardous,
toxic, or dangerous under any federal, state, or local laws, rules and regulations
affecting the Entertainment Center relating to pollution or the protection or
regulation of human health, natural resources, or the environment, including, but
not limited to, as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Texas Hazardous
Substances Spill Prevention and Control Act, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, and regulations
promulgated thereunder, but does not include normal cleaning and restaurant
supplies and petroleum products in vehicles in the Parking Facilities to the extent
used in compliance with Applicable Laws.
25. PUBLIC AREA PROGRAMMING FUND
A Public Area Programming Fund will be funded in accordance with Section 6(g)(iii)
and will be used solely for the purpose of funding the costs of Festivals and other
promotional activities on the Walkway, the Promenade, the Plaza, and other outdoor
areas of the Entertainment Center (excluding any general overhead and administrative
expenditures and any capital expenditures). The Public Area Programming Fund will be
held in a bank account selected by the City on which the City will have signatory
authority. During each calendar year, the Partnership will incur and pay expenses
contemplated under this Section 25 in an amount not less than the amount of funds held
in the Public Area Programming Fund as of the last day of the prior calendar year. If the
Partnership proposes that any amounts be funded from the Public Area Programming
Fund, then the Partnership must provide the City with plans and a budget for the
proposed promotional activities no later than 60 days prior to the date of the proposed
promotional activities. If the City receives a timely request for promotional activities
funding, then the City shall either approve the request or submit detailed objections to
the plans or the budget for the promotional activities to the Partnership within
20 Business Days after its receipt of the Partnership’s request. If the City timely gives
notice of detailed objections, then the City and the Partnership will cooperate in good
faith to resolve the City's objections. Once the City approves the request for the
proposed promotional activities, then the Partnership will proceed with the proposed
promotional activities and the City will release funds to the Partnership from the Public
Area Programming Fund to apply against the costs of the proposed promotional
activities; provided, that the Partnership will be liable for all costs, liabilities, and
obligations related to the promotional activities contemplated in this Section 25 in excess
of the amounts funded from the Public Area Programming Fund. Upon the expiration or
earlier termination of this Lease or the removal of the Partnership as the lessee
hereunder, the funds in the Public Area Programming Fund will be paid to the City or be
handled in such other manner as the City designates. Excess funds in the Public Area

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Programming Fund will be deposited by the City in the Capital Improvements Reserve in
an amount mutually determined by the City and the Partnership (in any event, in such a
manner as may be limited by any covenants made by the City in connection with the EC
Bonds). Any excess funds not deposited to the Capital Improvements Reserve will be
paid to the City or be handled in such other manner as the City designates (in any event,
in such a manner as may be limited by any covenants made by the City in connection
with the EC Bonds).
26. BONDS AND FUTURE AMENDMENTS
The City and the Partnership agree to enter into one or more amendments to this
Agreement as may be necessary or reasonably appropriate, but only to the extent
necessary or reasonably appropriate, to conform with the ordinance(s) governing the
Bonds or any documents related to the Bonds.
[Signature pages follow.]

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EXECUTED as of the Execution Date first written above.
THE CITY OF IRVING
By:
(Seal)
ATTEST:
City Secretary
City Attorney

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THE PARTNERSHIP:

By: Las Colinas Group GP, LLC,

its General Partner
By:
Name:
Title:

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EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
Being a tract of land in the McKinney and Williams Survey, Abstract No. 1056, and being part of
a 25.832 acre tract of land described in deed to the City of Irving, a municipality and a home rule
city in the State of Texas, as recorded in Volume 2001214, Page 5844, D.R.D.C.T., and all of an
0.863 acre abandonment of Fuller Drive as recorded in City of Irving Ordinance Number ORD-
2008- 8980, D.R.D.C.T., and being more particularly described as follows:
BEGINNING at a point for the northeast end of a corner clip at the intersection of Fuller Drive (a
135 foot wide right-of-way), as recorded in Volume 82073, Page 878, D.R.D.C.T., and Las
Colinas Boulevard (a 110 foot wide right-of-way), as recorded In Volume 2003168, Page 2909,
D.R.D.C.T., from which a 1/2-inch iron rod with yellow plastic cop stamped "Halff Associates,
Inc." (hereinafter referred to as "with cap") found for the southwest end of said corner clip bears
South 32 degrees 21 minutes 27 seconds West, a distance of 56.55 feet, said point being a
southeasterly corner of said 25.832 acre tracts.
THENCE South 32 degrees 21 minutes 27 seconds West, along the north right-of-way line of
said Fuller Drive, a distance of 9.17 feet to a point for corner in the new north right-of-way line of
said Fuller Drive according to said Ordinance Number ORD-2008-8980, said point being the
beginning of a non-tangent circular curve to the right with a radius of 3,748.41 feet, and whose
chord bears South 08 degrees 19 minutes 05 seconds East, a distance of 20.38 feet;
THENCE along said new north right-of-way Iine of Fuller Drive, the following bearings and
distances:
Southeasterly, along said curve to the right, through a central angle of 00

degrees 18 minutes 41 seconds, an arc distance of 20.38 feet to the point of
compound curvature of a non-tangent circular curve to the right with a radius of
90.00 feet, and whose chord bears South 34 degrees 21 minutes 53 seconds
West, a distance of 122.39 feet;
Southwesterly along said curve to the right, through a central angle of 85

degrees 40 minutes 43 seconds, an arc distance of 134.58 feet to a point or
corner;
South 77 degrees 12 minutes 11 seconds West, a distance of 391.96 feet to a

point for the beginning of a circular curve to the right with a radius of 88.14 feet,
and whose chord bears North 75 degrees 08 minutes 54 Seconds West, a
distance of 81.80 feet;
Northwesterly, along, said curve to the right, through a central angle of 55

degrees 17 minutes 44 seconds, an arc distance of 85.06 feet to a point for
corner at the intersection of said Fuller Drive, and State Highway No. 114 (also
referred to as John Carpenter Freeway, a variable width right-of-way), said
corner being the point of compound curvature of a non- tangent circular curve to
the right with a radius of 3,669.72 feet, and whose chord bears North 07 degrees
46 minutes 38 seconds West, a distance of 667.12 feet;

ENTERTAINMENT CENTER LEASE AGREEMENT Page A-1
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THENCE Northerly, along the east right-of-way line of said State Highway No. 114, and along
said curve to the right, through a central angle of 10 degrees 25 minutes 49 seconds, an arc
distance of 668.04 feet to a 1/2-inch iron rod with cap stamped "Prism Survey" found for corner;
THENCE North 01 degree 45 minutes 58 seconds West, along said east right-of-way line, a
THENCE North 00 degrees 16 minutes 16 seconds West, along said east right-of-way line, a
distance of 449.64 feet to point for corner, from which a 1/2-inch iron rod with cap stamped
"Prism Survey" found for the northwest corner of said 25.832 acre tract bears North 00 degrees
THENCE departing said east right-of-way line, and over and across said 25.832 acre tract, the
following bearings and distances:
South 89 degrees 59 minutes 47 seconds East, a distance of 630.92 feet to a

point for the beginning of a non-tangent circular curve to the left with a radius of
43,943.00 feet; and whose chord bears North 23 degrees 50 minutes 37 seconds
East, a distance of 425.68 feet;
Northeasterly, along said curve to the left, through a central angle of 00 degrees
33 minutes 18 seconds, an arc distance of 425.68 feet to a point for the
beginning of a non-tangent circular curve to the right with a radius of 35.96 feet,
and whose chord bears South 67 degrees 20 minutes 31 seconds East, a

degrees 36 minutes 48 seconds, on arc distance of 1.64 feet to point for corner;

point for the beginning of a non-tangent circular curve to the right with a radius of

corner in the west right- of-way line of said Las Colinas Boulevard;
THENCE South 23 degrees 58 minutes 11 seconds West, along said west right-of-way line, a
distance of 368.11 feet to a point for the beginning of a circular curve to the left with a radius of
1,687.02 feet, and whose chord bears South 06 degrees 04 minutes 55 seconds West, a
distance of 1,036.35 feet;
THENCE SOUTHERLY, ALONG SAID CURVE TO THE LEFT, AND ALONG SAID WEST
RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 35 DEGREES 46 MINUTES 32
SECONDS, AN ARC DISTANCE OF 1,053.38 FEET TO THE POINT OF BEGINNING AND
CONTAINING 772,074 SQUARE FEET, OR 17.724 ACRES OF LAND, MORE OR LESS.

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EXHIBIT B
LIST OF THE APPROVED PLANS
[LCG will provide a list of Approved Plans]

ENTERTAINMENT CENTER LEASE AGREEMENT Page B-1
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EXHIBIT C
60-40 RESTAURANTS
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EXHIBIT D
FIXED RENT DURING SECOND AND THIRD RENEWAL TERMS
The Fixed Rent payable for each month during each of the second Renewal Term and
the third Renewal Term shall be the prevailing rental rate (the Prevailing Rental Rate) at the
commencement of such Renewal Term for entertainment venues of comparable quality, size,
and uses as the Entertainment Center. Not earlier than 24 months, nor later than 18 months,
prior to the scheduled expiration of the first or second Renewal Term, as applicable, the
Partnership shall deliver to the City in writing a proposed Prevailing Rental Rate for the
upcoming Renewal Term (the Partnership PRR) and supporting information evidencing the
Partnership’s determination of its Partnership PRR. Within 30 days after receipt of the
Partnership’s notice of its Partnership PRR, the City shall notify the Partnership in writing
whether the City accepts the Partnership PRR and, if not, the notice must include the City’s
determination of the Prevailing Rental Rate (the City PRR), together with supporting information
evidencing the City’s determination of its City PRR. If the City and the Partnership do not agree
on the determination of the Prevailing Rental Rate, the parties shall negotiate in good faith to
determine the Prevailing Rental Rate for the upcoming Renewal Term; provided, that if the
parties do not agree upon the Prevailing Rental Rate for the upcoming Renewal Term within
30 days after the City’s notice to the Partnership of the City PRR, then the determination of the
Prevailing Rental Rate will be made in accordance with the following provisions:
(a) The City and the Partnership shall each mutually approve a qualified
commercial/retail broker with at least ten years experience in the Irving-Dallas-Fort
Worth area (a Qualified Broker, the Qualified Broker so mutually approved being the
Approved Broker). Within 30 days after being mutually approved, the Approved
Broker shall deliver written notice to the City and the Partnership stating whether the
City PRR or the Partnership PRR is closer to the Approved Broker's determination of
the Prevailing Rental Rate, which PRR selected by the Approved Broker will be the
Prevailing Rental Rate for the upcoming Renewal Term.. The Approved Broker shall
not provide to the City or the Partnership a copy of, or otherwise disclose to the public,
its determination of the Prevailing Rental Rate or the method by which it made its
determination. The Approved Broker’s decision is final and binding on the City and the
Partnership.
(b) If the City and the Partnership do not mutually approve an Approved
Broker within 60 days after the City’s notice to the Partnership of the City PRR, then
each party shall select a Qualified Broker. The two Qualified Brokers shall jointly
approve a third Qualified Broker to serve as the Approved Broker in accordance with the
provisions of clause (a) above. If the two Qualified Brokers are unable to agree upon a
third Qualified Broker to serve as the Approved Broker within 10 days after being
appointed, then either party may appeal to the President of the Dallas Chapter of the
American Arbitration Association and request that he select a Qualified Broker to serve
as the Approved Broker, which selection will be binding on the parties.
The Partnership shall pay all costs incurred by the Approved Broker mutually approved
by the City and the Partnership. Each party shall pay the costs incurred by the Qualified Broker
it appoints and 50% of the costs incurred by the Approved Broker mutually approved by the
Qualified Brokers or selected by the President of the Dallas Chapter of the American Arbitration
Association.

ENTERTAINMENT CENTER LEASE AGREEMENT Page D-1
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Attachment: Second Amended Entertainment Center Lease Agreement - Bluelined - 7-30-10 (3504 : 29 Agree 2Nd Amend & Restated Entertain
between
THE CITY OF IRVING
and
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TABLE OF CONTENTS
1. DEMISE; CONVEYANCE; NET LEASE........................................................................ 23

(a) Entertainment Center ........................................................................................ 23
(b) Urban Towers Parking Agreement .................................................................... 23
(c) Net Lease.......................................................................................................... 23
2. LEASE TERM ................................................................................................................. 3
(a) Development Period............................................................................................ 3
(b) Initial Term .......................................................................................................... 3
(c) Renewal Terms ................................................................................................. 34
(d) Lease Term ....................................................................................................... 34
3. RENTAL ....................................................................................................................... 34
(a) Fixed Rent......................................................................................................... 34
(b) Additional Rent.................................................................................................... 4
(c) User Incremental FundingParking and Ticket Taxes; Taxable Series Payments . 5
(d) Rent .................................................................................................................. 56
(e) Utilities .............................................................................................................. 56
(f) Adjustments to Fixed Rent .................................................................................. 5
(g) City Audit Rights.................................................................................................. 6
(h) Partnership Audit Rights...................................................................................... 6
(i) Security Deposit .................................................................................................. 7
4. USE OF ENTERTAINMENT CENTER............................................................................ 7
(a) Use...................................................................................................................... 7
(b) Prohibited Uses................................................................................................... 7
(c) Compliance with Laws....................................................................................... 87
(d) Programming....................................................................................................... 8
(e) Naming Rights..................................................................................................... 8
(f) Operation of the Entertainment Center ................................................................ 8
(g) Free Music, Promotions, and Giveaways ............................................................ 9
5. JOINT OPERATION AND BOOKING AGREEMENT .................................................. 910
(a) EC Hotel and Daytime Advanced Booking......................................................... 10
(b) Nighttime Use................................................................................................ 1011
(c) City Suites..................................................................................................... 1011
(d) Cross-Promotion ........................................................................................... 1011
6. IMPROVEMENTS..................................................................................................... 1011
(a) Plan Approval................................................................................................ 1011
(b) Alterations ......................................................................................................... 11
(c) Liens ................................................................................................................. 11
(d) Title to the Entertainment Center................................................................... 1112
(e) Surrender ...................................................................................................... 1314
(f) Casualty Damage.......................................................................................... 1314
and Operations Reserve............................................................................ 15Fund 16
(h) Waiver of Fees .............................................................................................. 1618
(i) City Consents................................................................................................ 1718
(j) Warranties..................................................................................................... 1718
(k) Payment of Capital Improvements Costs....................................................... 1718

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(l) Parking Rent and Insurance Reserves .......................................................... 1819
7. QUIET ENJOYMENT................................................................................................ 1920
8. TAXES...................................................................................................................... 1921
(a) Tax Exempt Status ........................................................................................ 1921
(b) Assignment or Sale by City ........................................................................... 1921
(c) Payment of Personal Property Taxes ............................................................ 2021
(d) Tax Contests ................................................................................................. 2022
(e) Exclusions..................................................................................................... 2022
(f) Construction Sales Tax Exemption................................................................ 2022
9. CONDEMNATION .................................................................................................... 2123
(a) Right of Eminent Domain............................................................................... 2123
(b) Notice; Cooperation....................................................................................... 2123
(c) Total Taking .................................................................................................. 2123
(d) Partial Taking; Restoration ............................................................................ 2123
(e) Temporary Taking ......................................................................................... 2224
(f) Condemnation Award.................................................................................... 2224
10. EASEMENTS, ZONING AND RESTRICTIONS ........................................................ 2324
(a) Easements, Dedications, and Abandonments ............................................... 2324
(b) Zoning ........................................................................................................... 2325
11. INSURANCE............................................................................................................. 2325
(a) Special Form Property Coverage For Entertainment Center.......................... 2325
(b) The Partnership's Insurance.......................................................................... 2325
(c) Mutual Release ............................................................................................. 2426
12. SUBLETTING AND ASSIGNMENT BY THE PARTNERSHIP................................... 2526
(a) Right to Sublease.......................................................................................... 2526
(b) Right to Assign .............................................................................................. 2527
(c) Retail Subleases ........................................................................................... 2527
(d) Recognition of Subleases.............................................................................. 2527
(e) Notices of Default under Subleases............................................................... 2628
13. FINANCING .............................................................................................................. 2628
(a) Right to Finance ..................................................... 26Mortgage Leasehold Estate 28
(b) Notices to Partnership Mortgagees ............................................................... 2628
(c) Right to Cure ................................................................................................. 2628
(d) Option for New Lease.................................................................................... 2729
(e) Obligation to Cure ......................................................................................... 2729
(f) Modifications; Surrender................................................................................ 2830
(g) Rights Cumulative ......................................................................................... 2830
(h) Partnership Mortgagee Designee .................................................................. 2830
14. DEFAULT ................................................................................................................. 2831
(a) Event of Default by the Partnership ............................................................... 2831
(b) Monetary Default by the Partnership ............................................................. 2831
(c) Failure by the Partnership to Carry Required Insurance ................................ 2932
(d) Non-Monetary Default by the Partnership...................................................... 2932
(e) Cross Default Under the Development Agreement ........................................ 2932
(f) Cross Default Under the Urban Towers Parking Agreement.......................... 2932
(g) Cross Default Under any Concessionaire Agreement.................................... 2932

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(h) Enforcement of Remedies by the City ........................................................... 2932
(i) No Waiver ..................................................................................................... 3033
(j) Bankruptcy .................................................................................................... 3033
(k) Default by the City ......................................................................................... 3134
15. LIMITATIONS ON LIABILITY.................................................................................... 3134
(a) Non-Liability of the City.................................................................................. 3134
(b) Limitations on Liability of the Partnership ...................................................... 3134
(c) Termination of Development Agreement ....................................................... 3234
(d) Waiver of Consequential Damages ............................................................... 3235
16. FORCE MAJEURE ................................................................................................... 3235
17. ESTOPPEL CERTIFICATES .................................................................................... 3235
18. LANDLORD'S LIEN .................................................................................................. 3336
19. REPRESENTATIONS AND WARRANTIES.............................................................. 3336
(a) The City's Representations and Warranties................................................... 3336
(b) The Partnership's Representations, Warranties and Covenants.................... 3437
20. MISCELLANEOUS ................................................................................................... 3538
(a) Relationship .................................................................................................. 3538
(b) Numbers and Gender.................................................................................... 3538
(c) Memorandum of Lease.................................................................................. 3538
(d) Heading......................................................................................................... 3639
(e) References.................................................................................................... 3639
(f) Notices .......................................................................................................... 3639
(g) Laws and Venue............................................................................................ 3740
(h) Partial Invalidity ............................................................................................. 3740
(i) Entire Agreement; Amendments.................................................................... 3841
(j) Counterparts ................................................................................................. 3841
(k) Successors and Assigns ............................................................................... 3841
(l) Merger of Title ............................................................................................... 3841
(m) Approvals; Consents ..................................................................................... 3841
(n) Time is of the Essence .................................................................................. 3841
(o) Legal Costs ................................................................................................... 3841
(p) Brokers.......................................................................................................... 3942
(q) Perpetuities ................................................................................................... 3942
(r) Obligations to Defend Validity of Lease ......................................................... 3942
(s) Exclusive Dealing and Non-Compete Covenants .......................................... 3942
(t) Business Days .............................................................................................. 3942
(u) Relationship with ICVB.................................................................................. 4043
(v) Charitable Fundraisers .................................................................................. 4043
21. CONCESSIONAIRE AGREEMENTS........................................................................ 4043
(a) Concessionaire Agreements ............................................................................. 43
(b) Specific Requirements....................................................................................... 43
(b) Subsequent Concessionaires............................................................................ 44
22. PROMOTER PARTICIPATION ................................................................................. 4044
23. RESIDENTIAL DEVELOPMENT RIGHTS ................................................................ 4045
24. ENVIRONMENTAL MATTERS ................................................................................. 4145

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(a) Environmental Investigation and Remediation............................................... 4145
(b) Presence and Use of Hazardous Materials.................................................... 4145
(c) Cleanup Costs; Default, and Indemnification ................................................. 4246
(d) Hazardous Materials ..................................................................................... 4347
25. PUBLIC AREA PROGRAMMING FUND................................................................... 4347
26. BONDS AND FUTURE AMENDMENTS ....................................................................... 48

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THIS SECOND AMENDED AND RESTATED ENTERTAINMENT CENTER LEASE

AGREEMENT (this Lease) is entered into effective as of June 11, 2009_______________,
2010 (the Execution Date), by the City of Irving, Texas, a municipality and home rule city
inmunicipal corporation of the State of Texas and home rule city (the City), and Las Colinas
Group, LP, a Texas limited partnership (the Partnership).
BACKGROUND:
A. The City is the owner of the fee simple estate in a tract of land located in Irving, Dallas
County, Texas, more particularly described on Exhibit A attached hereto (the Site),
together with all Improvements (defined below) now or hereafter located on the Site (the
Site and the Improvements being collectively, the Entertainment Center).
B. The Entertainment Center consists of the Site and the following Improvements to be
constructed thereon:
(a) a performance hall with a seated capacity of approximately 5,0005,200 persons,

including suites and boxes (the Performance Hall);
(b) fully-equipped luxury hotel rooms, along with a lobby, reception desk, concierge
and valet parking services located in the Performance Hall building (the EC
Hotel);
(c) (b) related on-site restaurants with performance spaces, if applicable (the
Restaurants);
(d) (c) a landscaped pedestrian walkway (the Walkway) connecting the

Entertainment Center to the Convention Center owned by the City to the north
of the Site and the on-site promenade (the Promenade) outside of the
Entertainment CenterPerformance Hall and adjacent to the Restaurants;
(e) (d) an open air plaza directly connected to the Performance Hall that will be
utilized for outdoor festivals, concerts, and other events (the Plaza);
(f) (e) an approximately 1,200 space structured parking garage and related surface
parking (the Parking Facilities) that will serve the Entertainment Center; and
(g) (f) on-site utilities and other above-ground and under-ground infrastructure
supporting the Entertainment Center and off-site infrastructure required to
connect to existing City utility infrastructure (collectively, the Entertainment
Center Infrastructure).
C. The Partnership wants to lease the Entertainment Center from the City on the terms
specified below.

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D. The City and the Partnership entered into a separate and independent Second Amended
and Restated Entertainment Center Development Agreement dated of even date
herewith (the Development Agreement), that governs the design and construction of
the Entertainment Center and the rights and obligations of the parties during the
Development Period (defined below).
E. Notwithstanding the execution of this Lease as of the Execution Date, the City and the
Partnership agree that any use pursuant to this Lease shall commence only upon
satisfaction of all of the applicable contingencies set forth in the Development
Agreement, including the contingencies set forth in Sections 4.1 and 4.2 of the
Development Agreement (collectively, the Development Agreement Contingencies).
F. The City, as tenant, has entered or intends to enter into a Parking Lease Agreement with
SP Millennium Center, L.P., as landlord (the Urban Towers Parking Agreement),
covering certain parking rights in the complex known as Urban Towers, 222 East Las
Colinas Blvd., Irving, Texas 75039 (the Urban Towers Parking Facilities). The City will
assign its rights under the Urban Towers Parking Agreement to the Partnership on the
terms specified below.
G. The City and the Partnership entered into an Entertainment Center Lease Agreement
dated as of February 9, 2009 (2009, as amended and restated in that certain Amended
and Restated Entertainment Center Lease Agreement dated as of June 11, 2009, as
amended by that certain First Amendment to Amended and Restated Entertainment
Center Lease Agreement dated as of December 3, 2009 (collectively, the Prior Lease).
H. The City and the Partnership want to amend and replace the Prior Lease by entering into
this Lease.
I. The City proposes to issue bonds (or, at the City’s option, have a local government
corporation acting on behalf of the City issue bonds) to the extent permitted by
applicable law to provide funds for a portion of the Venue Project Costs as follows
(collectively, the Bonds):
a. EC Bonds, the payment of which will be secured on a senior basis by a pledge

of revenues received by the City from Brimer HOT Revenues (defined below),
refunds from the State of state sales taxes and state mixed beverage taxes from
the Entertainment Center, State hotel occupancy tax from the EC Hotel, and City
sales taxes and City mixed beverage taxes from the Entertainment Center (the
foregoing being collectively referred to as the Tax Exempt Revenues), and
“Build America Bond” interest rate subsidies related to the EC Bonds, and on a
subordinate basis by a pledge of revenues from the City’s 7% hotel occupancy
tax.
b. Taxable EC Bonds, the payment of which will be secured on a senior basis by a

pledge of revenues received by the City in the form of Parking Taxes and Ticket
Taxes, and Fixed Rent and Additional Rent (each as defined below) payable
under this Agreement (collectively, the Taxable Series Payments), and on a
subordinate basis by a pledge of Tax Exempt Revenues in excess of the
amounts required to be applied to the EC Bonds, as limited by the terms of the
ordinance(s) authorizing the EC Bonds and/or Taxable EC Bonds.

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The amount of the net proceeds from the Bonds, up to a maximum amount equal to
$200,000,000 less costs funded by the City, whether from Brimer HOT Revenues, Bond
proceeds under Section 1.30 of the Development Agreement, or otherwise, will be
referred to as the Net Bond Proceeds. The Development Agreement sets forth and
contains, and the ordinance(s) governing the issuance of the Bonds may contain, other
terms and conditions regarding the structure and issuance of the Bonds.
AGREEMENT:
1. DEMISE; CONVEYANCE; NET LEASE
(a) Entertainment Center. Upon satisfaction of all Development Agreement

Contingencies, the City leases to the Partnership, and the Partnership leases
from the City, the Entertainment Center, to have and to hold the Entertainment
Center, together with all rights, privileges, easements, and appurtenances
belonging to or in any way pertaining to the Entertainment Center, upon the
terms specified herein.
(b) Urban Towers Parking Agreement. Upon or before the earlier of (i) satisfaction
of all Development Agreement Contingencies and upon the complete execution
of the Urban Towers Parking Lease,or (ii) August 31, 2012, the City assigns to
the Partnership, and the Partnership assumes and agrees to perform, all of the
City's rights and obligations under the Urban Towers Parking Agreement
effective as of the earlier of (I) the first day of the Initial Term. or (II) August 31,
2012.
(c) Net Lease.
(i) The Rent (defined below) payable under this Lease and all other costs
related to the Partnership’s use or operation of the Entertainment Center
shall be absolutely net to the City except as otherwise specified herein,
and the Partnership shall pay during the Lease Term, without (except as
otherwise expressly set forth herein) any offset or deduction whatsoever,
all such Rent and other costs; and
(ii) The City shall have no responsibility whatsoever for the construction,
maintenance, operation, repair, or replacement of the Entertainment
Center or any portion thereof (except as may be otherwise set forth
herein or in the Development Agreement).
2. 2. LEASE TERM
(a) Development Period. The Development Period is the time period commencing
on the date that the Bonds (as defined in the Development Agreement and
including any refundings thereof) are issued by the City (the Bond Closing Date)
and continuing through the last day of the calendar month in which a notice of
completion of construction of the Improvements is recorded by the Partnership in
the Official Public Records of Dallas County, Texas.

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(b) Initial Term. The Initial Term of this Lease commences on the first day of the
first full calendar month after the calendar month in which a notice of completion
of construction of the Improvements is recorded by the Partnership in the Official
Public Records of Dallas County, Texas, and continues for twenty-five (25) years
thereafter. The Partnership will record the notice of completion of construction of
the Improvements promptly after receipt by the Partnership of the final certificate
of occupancy for the Entertainment Center from the City.
(c) Renewal Terms. As an integral part of the consideration to the Partnership for its
execution of this Lease, the City grants to the Partnership three (3) separate and
successive options to extend the term of this Lease beyond the Initial Term for a
period of twenty-five (25) years in each instance (each a Renewal Term), upon
the same terms as the Initial Term except as specified to the contrary herein
(including the changes to Fixed Rent during the second and third Renewal Term
as set forth in Section 3(a)). Each successive Renewal Term will be deemed
exercised by the Partnership unless the Partnership gives notice to the City at
least six (6) months prior to the end of the Initial Term, or then effective Renewal
Term, as the case may be, that the Partnership elects not to exercise the next
Renewal Term; provided, however, so long as any bonds (including the Bonds
and the Incremental Funding Bonds) issued in whole or in part pursuant to
Chapter 334, Local Government Code in connection with the Entertainment
Center, are outstanding, this Lease will automatically renew on a year-to-year
basis until all obligations related to such bonds are paid in full. The parties
acknowledge that, to the extent necessary to facilitate the financing of the
construction of the Entertainment Center, the foregoing provisions regarding
Renewal Terms may be modified by mutual agreement in each party’s sole
discretion.
(d) Lease Term. The Development Period, the Initial Term, and any Renewal Terms
are collectively referred to as the Lease Term.
3. 3. RENTAL
(a) Fixed Rent. Commencing on the first day of the seventh full calendar month of
the Initial Term (the Fixed Rent Commencement Date) and continuing on the
first day of each calendar month thereafter as long as this Lease remains in
effect (including Renewal Terms)through the remainder of the Initial Term and
throughout the first Renewal Term, if any, the Partnership shall pay to the City
Fixed Rent in the amount of One Million Dollars ($1,000,000) per calendar year,
payable in 12 monthly payments in the amount of Eighty-Three Thousand Three
Hundred Thirty-Three and 33/100 Dollars ($83,333.33) each, subject to
adjustment as provided in Section 3(f). Fixed Rent during the second and third
Renewal Terms shall be determined as set forth on Exhibit D. Fixed Rent for
any partial month will be prorated.
(b) Additional Rent. In addition to the Fixed Rent, on the fifteenth day of February in
each calendar year commencing in the year after the year in which the Fixed
Rent Commencement Date occurs, the Partnership shall pay to the City from
revenues received by the Partnership during each such calendar year Additional
Rent equal to the sum of:

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(i) The greater of $250,000 or two percent (2%) of the Partnership's gross
revenues derived from the sum of (A) admission fees from all Festivals
(defined below) during the prior calendar year plus (B) vendor booth fees
(or comparable fees derived from making space available to vendors
within the Festival) plus (C) sponsorship fees (net of any sponsorship
payments reasonably allocated toward suites, tickets and other amenities
and net of any Net Sponsorship Commissions (defined below)), but
excluding (I) sales and Brimer taxes and (II) food and beverage revenues;
provided, however, until the Bonds are paid in full, any annual payment
under this Section 3(b)(i) in excess of the $250,000 minimum amount will
be deposited by the Partnership in the Maintenance and Operations
Reserve (defined in Section 6(g)(iii)). The term Festival means an event
at the Entertainment Center that occurs on any part of at least two (2)
consecutive days (but an event that starts on one day and finishes by
3:00 a.m. on the next day only counts as a one-day event) for which a
customer admission fee is charged and that covers the Plaza, and the
Promenade and/or all or any portion of the Walkway (and which may or
may not include other portions of the Entertainment Center). An event
that involves only the Performance Hall and the Plaza, but does not
include the Promenade or any other portion of the Walkway, is not a
Festival even if an admission fee is charged for the event. The term Net
Sponsorship Commissions shall mean any commission, not to exceed
5%, paid during the applicable period to the concert promoter
contemplated under Section 22 or to a third party that is not affiliated with
either the Partnership or Concessionaire (defined in Section 6(d)(iii)(C))
as a commission for obtaining Festival sponsorships or for the sale of
naming rights of the Entertainment Center, as applicable; provided that no
portion of any such sponsorship commission other than as expressly
provided in the foregoing sentence shall be included in the term “Net
Sponsorship Commission” or be used to net against any Additional Rent
calculation herein; and
(ii) The greater of $250,000 or ten percent (10%) of the Partnership's

revenues from (A) the sale of naming rights for the Entertainment Center
as a whole, but not for naming rights related only to portions of the
Entertainment Centeror (B) if the naming rights to the Entertainment
Center as a whole are not sold, the sale of naming rights for the
Performance Hall, during the prior calendar year (net of any Net
Sponsorship Commissions); but, until the Bonds are paid in full, any
annual payment. Except as set forth above with respect to the sale of the
naming of the Performance Hall, no Additional Rent under this Section
3(b)(ii) in excess of the $250,000 minimum amount will be deposited by
the Partnership in the Maintenance and Operations Reserveshall accrue
based on the sale of naming rights related only to portions of the
(iii) The $250,000 minimum payments for each of the above categories of
Additional Rent will be prorated for each partial calendar year.

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(c) User Incremental Funding Payments. If the Partnership exercises its right under
Section 2.3 of the Development Agreement to request that the City provide
Incremental Funding (as defined in the Development Agreement) and the City
issues bonds or another form of financing to secure the Incremental Funding
(referred to herein as the Incremental Funding Bonds regardless of the actual
form of such Incremental Funding), then, inParking and Ticket Taxes; Taxable
Series Payments. In addition to the Fixed Rent and the Additional Rent,
commencing on the Fixed Rent Commencement Date and continuing as long as
the Incremental Funding Bonds are outstandingand to the extent required in
connection with the Bonds and the City ordinance(s) levying such taxes in
accordance with the Act, the Partnership shall pay to the City a Parking Tax
equal to $3.00 on each parked motor vehicle parked in the Parking Facilities and
the Urban Towers Parking Facilities (but only during such periods as the Urban
Towers Parking Facilities are available for use for the Entertainment Center in
accordance with the Urban Tower Parking Agreement) in connection with the
Entertainment Center, and a Ticket Tax on each event held at the Entertainment
Center equal to 10% of the price of the ticket sold as admission, in both
instances as and to the extent authorized by Subchapter G of the Act (defined in
Section 8(a)). The Parking Tax, Ticket Tax, Fixed Rent, Additional Rent, and to
the extent available and authorized by law, any State funds received by the City
relating to the operation of the Entertainment Center and dedicated by the City to
the Entertainment Center project, will be pledged to the payment of the
Incremental Funding bonds, as authorized by law and necessary to market the
special revenue bonds and pursuant to the City’s ordinance(s) authorizing such
Incremental Funding Bonds. The Parking Taxes and Ticket Taxes payable by
the Partnership are referred to collectively as the User Incremental Funding
Payments. As long as the Incremental Funding Bonds are outstanding, any
User Incremental Funding Payments in excess of the amount necessary to pay
required debt service will be deposited by the City in the Maintenance and
Operations Reserve. Any User Incremental FundingParking and Ticket
Payments. Any Parking and Ticket Payments will be payable in accordance with
a payment schedule to be provided to the Partnership by the City.
(d) Rent. The term Rent means the Fixed Rent, any Additional Rent, any User
Incremental FundingParking and Ticket Payments, and all other sums payable by
the Partnership to the City under this Lease. No Rent is payable by the
Partnership during the Development Period. Notwithstanding anything to the
contrary herein, at the City’s election in its sole discretion any portion of the Rent
may be decreased for such periods as the City determines in order to comply
with any covenants made by the City in connection with the EC Bonds.
(e) Utilities. The Partnership is responsible for obtaining and paying for all utilities
used in connection with the operation of the Entertainment Center.

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(f) Adjustments to Fixed Rent. [Intentionally deleted.]
(i) If the net proceeds of the Bonds exceed $120,000,000, then the Fixed
Rent will increase by multiplying the Fixed Rent by the sum of 1 plus a
fraction whose numerator is the amount of the excess proceeds of the
Bonds and whose denominator is $120,000,000. For example, if the
amount of net proceeds provided by the City under Section 2.2(a) of the
Development Agreement is $132,000,000, then the Fixed Rent will be
calculated as follows: $1,000,000 times (1 + $12,000,000/$120,000,000)
= $1,000,000 times 1.1 = $1,100,000.
(ii) If the net proceeds of the Bonds are less than $120,000,000, then the
Fixed Rent will decrease by multiplying the Fixed Rent by a fraction
whose numerator is the amount of the net proceeds of the Bonds and
whose denominator is $120,000,000. For example, if the amount of net
proceeds provided by the City under Section 2.2(a) of the Development
Agreement is $90,000,000, then the Fixed Rent will be calculated as
follows: $1,000,000 times ($90,000,000/$120,000,000) = $1,000,000
times 0.75 = $750,000.
(iii) The Fixed Rent will increase to an amount equal to the Fixed Rent
(adjusted as provided in Section 3(f)(i) or (ii), if applicable) compounded
at a rate of 2% annually over the period of time the Bonds were
outstanding with the payment of such increase commencing on the first
day of the first full calendar month after the month in which the Bonds are
paid in full, but in no event later than the fortieth anniversary of the first
day of the Initial Term. In addition, the Fixed Rent will continue to
increase by two percent (2%) compounded annually commencing on the
fifth anniversary of the date the Fixed Rent was first increased hereunder
and continuing each successive fifth year thereafter.
(g) City Audit Rights. If the City disagrees with the Partnership’s calculation of any
Additional Rent payment, then the City may request (by notice to the Partnership)
five (5) years experience auditing charges under commercial/retail leases and
may not be paid on a contingent basis. The sole written result of the audit will be
a statement whether the Additional Rent has been overpaid, underpaid, or paid
correctly, and the amount of any alleged overpayment or underpayment. The
auditor shall provide the City and the Partnership with a written certification of the
result of such audit but shall not provide to the City or the Partnership a copy of,
or otherwise disclose to the public, any agreement related to the Additional Rent,
or any of the Partnership’s books and records with respect to the Additional Rent,
or any of the contents of such documents. The results of the audit shall be
deemed final, absent manifest error. If the audit reveals any overpayment or
underpayment of Additional Rent, then the City and the Partnership, as the case
may be, shall reimburse the other party for the amount due, or, if the City is
unable to reimburse the Partnership for any overpayment from lawfully available
excess Brimer HOT Revenues (defined below) (subject to, without limitation, the
pledge of such Brimer HOT Revenues to the repayment of the Bonds as set forth

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in the City ordinance authorizing the Bonds), then the Partnership will be entitled
to a credit in the amount due to the Partnership against the next succeeding
Additional Rent payment(s) until such credit is exhausted. The costs of any audit
shall be paid by the City unless the audit reveals any underpayments in excess
of five percent (5%) of the Additional Rent due to the City on an aggregate basis,
in which event the cost of the audit will be paid by the Partnership.
(h) Partnership Audit Rights. The Partnership shall have the right to audit, upon
reasonable notice and, at its own expense, all of the City’s expenditures and
financial records related to any Incremental Funding and, if applicable, hotel
occupancy tax revenues collected pursuant to Chapter 334, Texas Local
Government Code, as amended (collectively, Brimer HOT Revenues), in excess
of the amount of such Revenues required to pay debt service on the Bonds, if
applicable. Upon written request by the Partnership, the City shall give the
Partnership access to all records controlled by, or in the direct or indirect
possession of the City (other than records subject to legitimate claims of
attorney-client privilege) relating to Incremental Funding and Brimer HOT
Revenues, and permit the Partnership to review and copy such records in
connection with conducting a reasonable audit of such accounts.
(i) Security Deposit. The funds deposited and held by the City under this Section
3(i) are referred to herein as the Security Deposit, and will be held by the City in
accordance with this Section 3(i) to secure the Partnership’s performance under
this Lease. On or before each of the first, second and third anniversaries of the
first day of the Initial Term, the Partnership shall pay to the City the amount of
$500,000. Thereafter, the Partnership shall deposit funds from time to time as
necessary to maintain the Security Deposit in a minimum amount equal to
$1,500,000. The Security Deposit is not an advance payment of Fixed Rent or
Additional Rent, or a measure of limit of the City’s damages upon an Event of
Default. The City may, from time to time following an Event of Default and
without prejudice to any other remedy, use all or a part of the Security Deposit to
perform any obligation the Partnership fails to perform hereunder (as such use
may be limited by any covenants made by the City in connection with the EC
Bonds). To the extent that following any such application of the Security Deposit
the balance of the Security Deposit is less than $1,500,000, the Partnership shall
pay to the City on demand such amount as is necessary to restore the Security
Deposit to the minimum amount of $1,500,000. Provided no Event of Default has
occurred and is continuing, the City shall, within 30 days after the expiration or
termination of the Lease Term and the Partnership’s surrender of the
Entertainment Center in compliance with the provisions of this Lease, return to
the Partnership the portion of the Security Deposit which was not applied to
satisfy the Partnership’s obligations. The Security Deposit shall be held in
account controlled by the City. Any interest earned on the Security Deposit shall
be retained in such account and shall be held in addition to, but may be used to
satisfy, the minimum amounts of the Security Deposit required herein; any such
interest shall be reported under the Partnership’s federal tax identification
number. The rights and obligations of the City and the Partnership under this
Section 3(i) are subject to any other requirements and conditions imposed by
Applicable Laws (defined below) related to the Security Deposit.

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4. 4. USE OF ENTERTAINMENT CENTER
(a) Use. The Partnership may use the Entertainment Center for the construction and
operation of the Performance Hall, the Restaurants, the EC Hotel, the Walkway,
the Plaza, the Promenade, the Parking Facilities, and the Entertainment Center
Infrastructure, repairs and renovations to and replacements of the Entertainment
Center, and any other related lawful use, including the operation of the
Entertainment Center as a public multi-venue, multi-use entertainment venue
with restaurants, hotel, performance suites, hospitality suites, retail, and motion
picture theater.
(b) Prohibited Uses. The Partnership may not use the Entertainment Center for any
use prohibited by the Act or other Applicable Laws or expressly prohibited under
this Lease or in a manner that would render the insurance thereon void.
(c) Compliance with Laws. The Partnership shall, and shall cause its sublessees to,
comply with all Applicable Laws. The Partnership may contest the enforcement
or validity of any Applicable Laws. If requested by the Partnership, the City may
join (but has no obligation to join) the Partnership as a party to any such contest
at no out-of-pocket cost to the City.
(d) Programming. The Partnership shall book and stage a minimum of onetwo
hundred fifty (150(200) performance days per year in the Performance Hall,
including any programming booked by and through the Irving Convention and
Visitors Bureau (ICVB) for Thursday through Monday nights.
(e) Naming Rights. During the Lease Term, the Partnership has the exclusive
authority, control, and rights in selecting the name of the Entertainment Center as
a whole or for any portion thereof, but neither the Entertainment Center nor any
portion thereof may be named for any entity whose business is a sexually
oriented business and the Entertainment Center as a whole may not be named
for any entity whose business is the manufacture, sale, or distribution of tobacco
or alcohol products.
(f) Operation of the Entertainment Center. The Partnership shall manage and
operate the Entertainment Center, or cause the Entertainment Center to be
managed and operated, as a first class, multi-use, multi-venue public
entertainment venue with restaurants and a hotel. Without limiting the generality
of the foregoing, the Partnership shall, or shall cause its sublessee(s) to:
(i) operate and maintain the Entertainment Center in accordance with

Applicable Laws and in a good, safe, attractive, sanitary order and repair
consistent with the industry standards and practices for a first-class
multi-use, multi-venue public entertainment venue with restaurants;
(ii) maintain or cause to be maintained all necessary licenses, permits and

authorizations for the operation of the Entertainment Center;

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(iii) maintain, repair and, as needed, replace (including regular periodic
inspection and testing) all heating, ventilation and cooling, electrical,
plumbing, life safety and other systems within the Entertainment Center;
(iv) maintain, repair and, as needed, replace the roof, foundation and other
structural elements of the Entertainment Center;
(v) establish, coordinate and administer commercially reasonable

preventative maintenance programs for the Entertainment Center and its
constituent systems and elements;
(vi) provide sufficient wait and other service staff, maintenance, cleaning, and
other personnel necessary for the efficient and first-class operation of the
Entertainment Center with Restaurants;
(vii) subject to Section 14(h)(iii), use commercially reasonable efforts not to

book artists and performances in the Entertainment Center without first
taking into account consumer preferences of the local market and the
ticket buying public;
(viii) commence, defend and settle in good faith, at no out-of-pocket cost to the
City, such legal actions or proceedings concerning the management and
operation of the Entertainment Center as are necessary or required in the
opinion of the Partnership; and
(ix) issue parking tickets and account for all cars parking at the Entertainment
Center (including those parking in the Urban Towers Parking Facilities in
connection with the Entertainment Center during periods when the Urban
Towers Parking Facilities are available for use for the Entertainment
Center under the Urban Tower Parking Agreement) and timely pay to the
City all Parking Taxes due thereon in accordance with Section 3(c).; and
(x) require that the operator(s) of all buildings that are a part of the
Entertainment Center but that are not part of the Performance Hall
building, specifically as shown on Exhibit C attached hereto (collectively,
the 60-40 Restaurants and individually, a 60-40 Restaurant);
(A) operate the 60-40 Restaurants so that the gross sales from food
on an annual basis from each 60-40 Restaurant represents at
least sixty percent (60%) of total sales of food and alcoholic
beverages (alcohol or any beverage containing more than one-
half of one percent (0.005%) of alcohol by volume, which is
capable of use for beverage purposes, either alone or when
diluted) from that 60-40 Restaurant (this requirement being
referred to as the 60% Requirement);
(B) no later than the thirtieth (30th) day after each calendar quarter,
provide to the Partnership and the City Secretary of the City an
affidavit on an officially approved form provided by the City
Secretary for each 60-40 Restaurant that reflects gross sales for

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the preceding three (3) calendar months and the preceding twelve
(12) calendar month period (or since each 60-40 Restaurant
opened for business, whichever is shorter), breaking down the
sales between the sale of food and the sale of alcoholic
beverages (each a Quarterly Gross Sales Report); and
(C) keep complete and accurate books and records concerning the
sales of food and alcoholic beverages from each 60-40
Restaurant and allow the Partnership and the City and their
respective designees, at any time after at least five (5) days’
advance notice, to inspect, audit, and copy those books and
records at the home office(s) of the operator(s). Any audit must
be conducted diligently and so as to minimize interference with the
operations of the operator(s).
(g) Free Music, Promotions, and Giveaways. The Partnership shall provide an
aggregate of at least $4,000,000 (increasing 2% per calendar year beginning in
the second calendar year of the Initial Term) of free music, giveaways and
promotions at the Entertainment Center in each calendar year during the Initial
Term and any Renewal Terms (prorated for partial calendar years). The
$4,000,000 will include the following:
(i) all costs directly related to the promotion and production of free music at
the Entertainment Center; and
(ii) the face value and related direct costs for giveaways and other
promotions at the Entertainment Center;
but any overhead costs of the Partnership will be excluded. Not later than March
1st of each year, the Partnership shall submit to the City written certification of
the Partnership’s compliance with the provisions of this Section 4(d), together
with such back-up documentation reasonably evidencing the same. If the City
disagrees with the Partnership’s calculation of the Partnership’s expenditures
under this Section 4(g), then the City may request (by notice to the Partnership)
five (5) years experience auditing expenses of the type specified above and may
not be paid on a contingent basis. The sole written result of the audit will be a
statement whether the Partnership has spent the minimum amount required on
the type of expenses referenced in this Section 4(g) and, if not, the amount of
any underpayment. The auditor shall provide the City and the Partnership with a
written certification of the result of such audit but shall not provide to the City or
the Partnership a copy of, or otherwise disclose to the public, any agreement
related to the calculation under this Section 4(g), or any of the Partnership’s
books and records with respect to the calculation under this Section 4(g), or any
of the contents of such documents. The results of the audit shall be deemed
final, absent manifest error. If the audit reveals any underpayment of the
calculation under this Section 4(g), then the Partnership shall deposit into the
Public Area Programming Fund an amount equal to one hundred ten percent
(110%) of the amount of such shortfall; such payment shall be made within 20

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days after the Partnership’s receipt of the auditor’s written certification as set
forth above. The costs of any audit shall be paid by the City unless the audit
reveals any underpayments in excess of five percent (5%) of the amount
required to be spent under this Section 4(g), in which event the cost of the audit
will be paid by the Partnership.
5. 5. JOINT OPERATION AND BOOKING AGREEMENT
It is the parties' intent that the Convention Center and the Entertainment Center be jointly
operated as one City project. The City and the Partnership shall enter into an
agreement regarding the relationship between the Convention Center and the
Entertainment Center (the Booking Agreement) on terms mutually approved by the City
and the Partnership; provided that the failure of any party to enter into a Booking
Agreement shall not be a default by the Partnership hereunder so long as the City and
the ICVB are afforded the rights set forth below. The Booking Agreement shall contain
the following provisions:
(a) EC Hotel and Daytime Advanced Booking. For dates that are twelve (12) months
in advance of the date of booking and continuing on a rolling twelve (12) month
basis, the City and ICVB have the exclusive first right to book the EC Hotel and
events on open dates at the Performance Hall between the hours of 7:00 a.m.
and 5:00 p.m., Irving, Texas time, at agreed upon rates as specified in the
Booking Agreement. The City and ICVB shall have the right to book the EC
Hotel and programming on the same terms and rates during such daytime hours
within any rolling twelve (12) month period, subject to the then-current availability
of the Entertainment Center.
(b) Nighttime Use. The City, ICVB, or any customer of the ICVB shall have a right to
buy a portion or all of the tickets for an event at the Entertainment Center, subject
to the then-current availability of tickets to such event; provided that neither the
City nor ICVB may resell, and the City and ICVB shall use commercially
reasonable efforts to prohibit any customer of ICVB from reselling, such tickets
for greater than such tickets’ face value. Any purchase of at least fifty percent
(50%) of the total number of tickets for a performance shall be subject to a
reasonable minimum charge for food and beverage. If requested by the City,
ICVB and/or a customer of ICVB, the Partnership shall cooperate with such party
or parties to book a private event and/or an event with a performer selected by
such party, subject to the then-current availability of the Entertainment Center
and subject to compatibility with the Partnership’s strategic programming plan for
the Entertainment Center.
(c) City Suites. The City shall haveretain the right to exclusive use by the City or
ICVB of one of the three (3) largest box suites in the Performance Hall and a
hospitality suite within the Entertainment Center, the location of such suites to be
mutually determined by the City and the Partnership. In addition, the Partnership
shall provide the tickets in connection with such exclusive use at no cost to the
City and a food and beverage credit to the City for its use of the box suite in the
maximum annual amount of $150,000, such maximum amount to increase by
two percent (2%) per annum.

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(d) Cross-Promotion. The City, the ICVB, and the Partnership shall cooperate to
develop complementary and cross-promotional programming and marketing
opportunities related to, by way of example and not limitation, ticket packages
(including parking), promotion of hotels located in the City of Irving, and
complementary programming at the Entertainment Center with events hosted at
the Convention Center.
6. 6. IMPROVEMENTS
(a) Plan Approval. The City and the Partnership approved the plans and
specifications, if any, listed on Exhibit B attached hereto (as modified from time
to time, the Approved Plans), for the improvements (the Improvements) to be
constructed on the Site and leased to the Partnership as part of the
Entertainment Center. Any material changes to the Approved Plans, or any
plans and specifications for any Improvements other than the Approved Plans,
are subject to approval by the City and the Partnership.
(b) Alterations. After completion of construction of the Entertainment Center under

the Development Agreement, the Partnership may, at any time and from time to
time and at no out-of-pocket cost to the City, alter structurally or otherwise
remodel, reconstruct, and add to the Entertainment Center, or any part thereof,
subject to approval by the City of any structural alterations to the Entertainment
Center, and subject to Sections 6(g)(ii) and 6(k).
(c) Liens. The Partnership shall protect, indemnify, defend, and hold harmless the
City from and against all bills, claims, liens, and rights to liens for labor and
materials and architects', contractors' and subcontractors' claims related to the
construction and completion of any alterations or additions to the Improvements.
This indemnity provision shall survive termination or expiration of this Lease or
the Partnership’s right of possession hereunder. Upon bonding over any such
liens, providing other adequate security, or establishing sufficient reserves (to be
held in the Maintenance and Operations ReserveFund, in each case acceptable
to the City, the Partnership may contest any and all bills, fees, and claims, being
obligated to pay the contested item only if and when liability is established
against the Partnership or against the Entertainment Center, but in no event later
than such time as necessary to prevent foreclosure by the holder of the lien.
(d) Title to the Entertainment Center.
(i) Site and Improvements. The City will own the Entertainment Center and
all Improvements and additions and alterations thereto existing or to be
constructed thereon, subject to Section 6(d)(ii).
(ii) Personal Property. All items of personal property (if any) that are
purchased, in whole or in part, with the City Construction ContributionNet
Bond Proceeds (defined in the Development Agreement) or the
Incremental Funding, if applicable, and all replacements thereof
(regardless of the source of funds therefor) will be owned by the City in
accordance with the terms hereof, including any removable floor seating
for the Performance Hall. Items of personal property purchased with

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Partnership funds that become fixtures (other than trade fixtures) or
otherwise are attached to the improvements in the Entertainment Center
and/or that are reasonably necessary to the operation of any such
improvement (for example, elevators, escalators, HVAC systems, security
equipment, sound and lighting equipment, acoustic materials, curtains,
stage rigging and fixed audience seats at the Performance Hall) will be
owned by the City in accordance with the terms hereof; provided,
however, the foregoing provision may be limited by the covenants made
by the City in connection with the EC Bonds. The Partnership and its
sublessees may place or install in or on the Entertainment Center other
items of personal property (for example, furniture (other than fixed
audience seats at the Performance Hall), trade fixtures (including kitchen
equipment that constitutes trade fixtures) and office equipment) as the
Partnership deems desirable for its operation. Such items of personal
property (such personal property and trade fixtures are referred to herein
as the Partnership Personal Property), and the Partnership and any
Concessionaire may finance the acquisition of such Partnership Personal
Property in accordance with Section 13(i). Such items of Partnership
Personal Property placed by the Partnership and its sublessees on or in
the Entertainment Center will not become part of the real property, even if
nailed, screwed, or otherwise fastened to the improvements or buildings,
but will retain their status as personal property. Such personal
propertyPartnership Personal Property may be removed by the
Partnership or its sublessees at any time, so long as the Partnership is
not in default under this Lease and so long as any damage occasioned by
such removal is thereupon repaired. Likewise, such items of personal
property purchased by performing arts groups or private citizens (for
example and without limitation, musical instruments, sets, music,
recordings and computers) will not be owned by the City.
(iii) Intellectual Property.
(A) Intellectual Property means all intellectual property rights of any

kind and reasonably related rights with respect to the
Entertainment Center (e.g., sublicensable license rights to a third
party’s intellectual property) including patent rights (whether
design or utility), copyrights, trademark and service mark rights,
trade dress rights, utility model rights, moral (personal) rights,
rights of publicity, trade secret rights, industrial design rights, and
web site and internet domain rights, excluding rights related to the
filming of productions and performances at the Entertainment
Center and the subsequent replay and distribution thereof (the
excluded rights being collectively the Content Rights).
(B) The Partnership hereby irrevocably assigns, free and clear of all
liens and encumbrances, all Intellectual Property rights that it has
or may have that are not otherwise conveyed by other instrument
or party to the City other than the Content Rights. The City will
own all Intellectual Property related to the plans and specifications
for the construction of the Entertainment Center (together with any

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other Intellectual Property assigned to the City by the Partnership
hereunder, the City Intellectual Property Rights). The
Partnership represents and warrants to the City that it has the
right and authority to transfer to the City all Intellectual Property
that it has or may have, in each case to the extent such
Intellectual Property is reasonably necessary for the City's
ownership, operation and full enjoyment of the Entertainment
Center and that all such Intellectual Property assigned by the
Partnership to the City is free and clear of all liens and
encumbrances. The City assigns to the Partnership an
irrevocable license during the term of the Lease to use all City
Intellectual Property Rights in connection with the construction,
repair, replacement, remodeling, renovation, and physical
operation of the Entertainment Center.
(C) The City and the Partnership acknowledge that BB Concepts, LLC
(Concepts) will own all Intellectual Property related to the
Entertainment Center other than the City Intellectual Property
Rights and the Content Rights (collectively, the Concepts
Intellectual Property Rights). The Partnership shall cause the
Partnership's agreements with Concepts to assign to the
Partnership and to the City an irrevocable non-exclusive license
during the term of this Lease to use all, and that Concepts has
previously granted a perpetual license of such Concepts
Intellectual Property Rights in connection with the operation of the
Entertainment Center, and upon termination of this Lease and/or
Concepts’to the City pursuant to that certain Intellectual Property
License Agreement dated as of March 25, 2009 (the IP License
Agreement). Upon the termination of the Partnership’s
agreement with the Partnership, toConcepts, whether as a result
of a termination of this Agreement or otherwise, Concepts shall
assign the Concepts Intellectual Property Rights to the City solely
for use in connection with the operation of the Entertainment
Center. The term Concessionaire means any of Concepts, B.
Barnett Concessionaire, LLC, and their affiliates, collectively and
(i.e., the entity responsible for developing concepts and
intellectual property), B Concessionaire - Las Colinas, LLC (i.e.,
the food and beverage operations concessionaire), B Retail, LLC
(i.e., the retail entity), and Blue Marble 360, LLC (i.e., the content
entity), either individually or collectively, together with any of their
respective affiliates and their respective successors, assigns, and
substitute and replacement entities. An affiliate of an entity is an
entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common
control with, a specified entity. For purposes of the prior
sentence, control means the power to direct or cause the
direction of the management and policies of the relevant entity,
whether through the ownership of voting securities, by contract, or
otherwise.

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(D) The rights granted in Subsection 6(d)(iii)(B) will at all times be
subject to, and the Partnership will be bound by, the restrictions
and licenses contained in the agreements the City has with the
creator, licensor or transferor of the City Intellectual Property
Rights, to the extent disclosed to the Partnership in advance and
in writing.
(e) Surrender. At the natural expiration of this Lease, the Partnership shall, and
shall cause its sublessees, to surrender to the City possession of the
Entertainment Center with all the Improvements thereon (excluding all furniture,
furnishings, trade fixtures, equipment, and other personal property therein owned
or paid for by the Partnership or its sublessees) in good condition and repair,
ordinary wear and tear and damage by casualty or Taking excepted. If this
Lease or the Partnership’s right to possession of the Entertainment Center is
terminated following an Event of Default by the Partnership, the Partnership shall
surrender possession of the Entertainment Center to the City, a Partnership
Mortgagee, or one of their respective designees in accordance with this
Agreement, but subject to the rights of any sublessee.
(f) Casualty Damage.
(i) Subject to Section 6(f)(ii), if the Entertainment Center is wholly or partially

destroyed by fire or other casualty, then the Partnership shall promptly
repair and restore the damage to the condition existing prior to the
damage, subject to receipt by the Partnership of insurance proceeds from
special form property insurance sufficient to cover the costs of the repair
and restoration and receipt of building permits and other necessary
approvals from Governmental Authorities. The Partnership shall file all
claims and negotiate all settlements with insurance carriers related to the
damage. The Partnership may make alterations and additions to the
Improvements in connection with its repair and restoration, subject to
approval by the City of any structural changes.
(ii) If the Entertainment Center is damaged by fire or other casualty to the

extent of fifty percent (50%) or more of the Entertainment Center being
rendered untenantable at any time or twenty five percent (25%) or more
of the Improvements being rendered untenantable during the last three
(3) years of any Renewal Term, then the Partnership shall not be required
to repair and restore the Entertainment Center, and the Partnership may
terminate this Lease by giving notice of termination to the City if the
Partnership elects not to repair and restore the Entertainment Center.
(iii) If there is any casualty damage to the Entertainment Center and:
(A) this Lease is not terminated, then:
(1) Rent will abate proportionately on the portion of the

Entertainment Center rendered untenantable from the date
of the casualty damage until repair and restoration thereof
is completed; and

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(2) the Partnership may elect to extend the Initial Term or then
current Renewal Term, as applicable, for a time period
equal to the time period from the date of the casualty
damage until repair and restoration of the Entertainment
Center is completed (but in no event for a time period
longer than five (5) years), in which event the
commencement dates for any subsequent Renewal Terms
will be extended by the same time period; and
(B) this Lease is terminated, then the Rent on the untenantable

portion of the Entertainment Center will abate as provided in
Subsection 6(f)(iii)(A) and Rent on the remainder of the
Entertainment Center will cease as of the date of termination.
(iv) If the Partnership terminates this Lease under clause (ii) above and the
City does not elect to rebuild the Entertainment Center, then:
(A) the Partnership shall promptly cause the remainder of the

Improvements to be demolished and removed from the Site. The
costs of the demolition and removal will be paid first out of the
available portion of the property insurance proceeds allocable to
the City as specified below, but the Partnership's demolition and
removal obligations will not be limited to the amount of insurance
proceeds received;
(B) all property insurance proceeds allocable to the Improvements will

be paid to the City to be used:
(1) first, to pay all outstanding principal, interest, and amounts

necessary to defease or pay the Incremental Funding
Bonds in full;
(2) second, to be made available to the Partnership for the

payment of demolition and removal of the Entertainment
Center pursuant to Section 6(f)(iv)(A); and
(2) (3) then, as the City may determine; and
(C) all property insurance proceeds allocable to furniture, furnishings,

(v) If the Partnership terminates this Lease under clause (ii) above and the
City elects to rebuild the Entertainment Center, then
(A) the Partnership shall be relieved of any obligation to demolish and

remove the Entertainment Center, and all property insurance
proceeds allocable to the Improvements will be paid to the City;

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(B) the City will continue to collect the Parking Tax and the Ticket Tax,
and apply the same to payment of the Incremental Funding Bonds
until such bonds are paid in full; and
(B) (C) all property insurance proceeds allocable to furniture,

furnishings, trade fixtures, equipment, or other personal property
installed in the Entertainment Center and owned by the
Partnership or any sublessee will be paid to the Partnership and
the applicable sublessees as their interests appear.

and Operations ReserveFund.
(i) Maintenance. Subject to Sections 6(f) and 9, the Partnership shall keep
and maintain, or cause to be kept and maintained, the Improvements in
accordance with Section 4(f) subject to ordinary wear and tear.
(ii) Capital Improvements Reserve. All Brimer HOT Revenues received from
time to time by the City in excess of the required debt service on the
Bonds and in excess of any amounts payable by the City to the
Partnership under Section 2.2(c)(iii) of the Development Agreement, if
applicable, and subject to the requirements of the ordinance(s) governing
the Bonds, as finally approved, will be used to fund a Capital
Improvements Reserve in an amount equal to $1,050,000 per calendar
year (increasing 1.5% per calendar year commencing in the second
calendar year of the Initial Term) or any other amount mutually approved
by the City and the Partnership. The, and then into redemption
account(s) for the EC Bonds in accordance with the ordinance(s)
governing the Bonds. So long as any of the Bonds are outstanding, the
Capital Improvements Reserve shall be held by the Trustee of the Bonds
(the Bond Trustee); thereafter, Capital Improvements Reserve will be
held in a bank account selected by the City on which the City will have
signatory authority. If the Partnership proposes that any amounts be
funded from the Capital Improvements Reserve for capital improvements
to the Entertainment Center during any fiscal year of the City, then the
Partnership must provide the City with plans and specifications and a
capital budget for the proposed capital improvements no later than July
15 in each calendar year prior to the construction of such capital
improvements. If the City receives a timely request for capital
improvements funding, then the City shall either approve the request or
submit detailed objections to the plans and specifications or the capital
budget to the Partnership on or prior to August 15. If the City timely gives
notice of detailed objections, then the City and the Partnership will
cooperate in good faith to resolve the City's objections. Once the City
approves the request for capital improvements, thenthe City will notify the
Bond Trustee of the City’s approval if the Bond Trustee is holding the
Capital Improvements Reserve. Then, the Partnership will proceed with
the construction of the capital improvements and the City will fund, or
cooperate with the Partnership’s request for the Bond Trustee to fund, the
costs of the capital improvements as provided in Section 6(k). Upon the

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expiration or earlier termination of this Lease or the removal of the
Partnership as the lessee hereunder, the funds in the Capital
Improvements Reserve will be paid to the City or be handled in such
other manner as the City designates.
(iii) Maintenance and Operations Fund. While the Taxable EC Bonds are
outstanding and subject to the requirements of the ordinance(s)
governing the Taxable EC Bonds, as finally approved, any Taxable Series
Payments in excess of the amount necessary to pay required debt
service on the Taxable EC Bonds, subject to the requirements of the
ordinance(s) governing the Taxable EC Bonds, as finally approved, will
be deposited by the City in the following order and amounts:
(A) first into the Maintenance and Operations Fund until the amount in
the Maintenance and Operations Fund equals $480,000 per
calendar year (increasing 1.5% per calendar year commencing in
the second calendar year of the Initial Term) or any other amount
mutually approved by the City and the Partnership (provided that if
that the Taxable Series Payments are not sufficient to fully fund
such amounts in this Section 6(g)(iii)(A), surplus Tax Exempt
Revenues, to the extent available and subject to the requirements
of the ordinance(s) governing the Bonds, shall be deposited up to
an amount that fully funds the amounts set forth in this Section
6(g)(iii)(A));
(B) then into redemption account(s) for the Taxable Bonds up to an

amount equal to $3,000,000 per calendar year;
(C) then, commencing in the 11th full calendar year of the Initial Term,
up to $1,500,000 (as may be limited by any covenants made by
the City in connection with the EC Bonds) into the City’s general
fund;
(D) then into the Public Area Programming Fund (defined in Section
25) up to $1,000,000 per calendar year (increasing 2% per
calendar year commencing in the second calendar year of the
Initial Term); and
(E) finally into the Maintenance and Operations Fund.
So long as any of the Bonds are outstanding, the Maintenance and Operations
Fund shall be held by the Bond Trustee; thereafter, Maintenance and Operations
Fund will be held in a bank account selected by the Partnership and approved by
the City on which the Partnership will have signatory authority.
(iii) Maintenance and Operations Reserve. While the Bonds are outstanding,
any excess funds from Festival proceeds and naming rights proceeds as
specified in Sections 3(b)(i) and 3(b)(ii), any excess User Incremental Funding
Payments as specified in Section 3(c) will be used to fund the Festival and
Naming Rights Account of the Maintenance and Operations Reserve in an

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amount mutually approved by the City and the Partnership. The Maintenance
and Operations Reserve will be held in a bank account selected by the
Partnership and approved by the City on which the Partnership will have
signatory authority. Absent approval from the City, the Partnership may not use
any funds from the Festival and Naming Rights Account of the Maintenance and
Operations ReserveFund for any purpose other than expenditures for the
maintenance, repair, replacement and operation of the Entertainment Center
(excluding any general overhead and administrative expenditures), as defined
under Treasury Regulation Section 1.141-4(c)(2)(i)(C). Expenditures from the
Festival and Naming Rights Account of the Maintenance and Operations
ReserveFund will not include expenditures that add to the value, or substantially
prolong the useful life, of the Entertainment Center (i.e., capital expenditures).
State funds received by the City and dedicated to the Entertainment Center
project, to the extent available and authorized by law, in excess of such funds
needed for the payment of debt service on the Incremental Funding bonds, if
any, pursuant to the ordinance(s) authorizing the Incremental Funding Bonds,
shall be used to fund the Additional Revenue Account of the Maintenance and
Operations Reserve in such an amount as is mutually approved by the City and
the Partnership. Funds in the Additional Revenue Account ofFunds in the
Maintenance and Operations ReserveFund shall be used for maintenance and
operating expenses of the Entertainment Center, as approved by the City and the
Partnership. Upon the expiration or earlier termination of this Lease or the
removal of the Partnership as the lessee hereunder, the funds in the Festival and
Naming Rights Account of the Maintenance and Operations Reserve will be paid
to the City or be handled in such other manner as the City designates. Any funds
in the Additional Revenue Account of the Maintenance and Operations Reserve
in excess of the amounts required to be deposited therein, shall be deposited by
the City into the Public Area Programming Fund (identified in Section 25). On or
before the last day of each calendar year, the Partnership will provide its
maintenance and operations budget estimates for the following calendar year to
the City. On or before the last day of each calendar year, the Partnership will
provide its maintenance and operations budget estimates for the following
calendar year to the City, which budget shall include aggregate expenditures
contemplated in this paragraph in an amount not less than the amount of funds
then currently held in the Operating and Maintenance Fund; then during such
following calendar year, the Partnership shall incur and pay for maintenance and
operating expenditures equal or greater to such budgeted estimates (provided,
however, nothing in this sentence shall limit the Partnership’s maintenance and
obligations under this Agreement, including without limitation Section 4(f)). While
the Maintenance and Operations Fund is held by the Bond Trustee, the
Partnership shall submit draws to the City for payments from the Maintenance
and Operations Fund to cover maintenance and operating expenses of the
Entertainment Center, and the City will notify the Bond Trustee of the City’s
approval of such submission and thereafter cooperate with the Partnership’s
request for the Bond Trustee to fund the draws to the Partnership.
Upon the expiration or earlier termination of this Lease or the removal of the
Partnership as the lessee hereunder, the funds in the Maintenance and
Operations Fund will be paid to the City or be handled in such other manner as

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the City designates (in any event, in such a manner as may be limited by any
covenants made by the City in connection with the EC Bonds).
(h) Waiver of Fees. The City waives all permit, license, inspection, impact, tap, and
other fees payable to the City in connection with the design, construction, repair,
renovation, replacement, and operation of the Entertainment Center.
(i) City Consents. During the term of this Lease, the City Manager of the City or
such City Manager’s designee has full authority to administer this Lease on
behalf of the City. The Partnership is entitled to rely on the authority of the City
Manager for such purposes under this Lease.
(j) Warranties. All rights under construction warranties related to the construction,
renovation, or replacement of the Entertainment Center will be assigned to the
City as owner of the Entertainment Center but will be administered by the
Partnership on behalf of the City; provided, however, that any net funds received
by the Partnership after deduction of expenses by the parties in settlement or
compromise of, or otherwise resulting from, rights associated with any of such
warranties will promptly be paid by the Partnership to repair, replace or correct
any properties or facilities of the Entertainment Center to conform to approved
plans and specifications. Any excess of such funds will be deposited in the
Capital Improvements Reserve. The City shall take all commercially reasonable
steps to facilitate the Partnership’s administration of the warranties.
(k) Payment of Capital Improvements Costs. If the City approves a request from the
Partnership related to capital improvements under Section 6(g)(ii), then the City
shall disburse, or notify the Bond Trustee of the City’s approval of such request
and thereafter cooperate with the Partnership’s request for the Bond Trustee to
disburse, funds from the Capital Improvements Reserve to pay the costs of such
capital improvements, provided that a Payment Certificate (defined below)
authorizing such payment is duly completed in the manner described in Section
6(k)(i).
(i) Payment Certificate shall mean a written certificate in the form of AIA
G702 and G703 (or such other form as is reasonably acceptable to the
City and the Partnership) in each case prepared by the Partnership, a
copy of which is provided to the City, that:
(A) (I) reasonably identifies and represents that the identified capital
improvements costs are due and owing and authorized to be paid
pursuant to such Payment Certificate and (II) certifies that the
amounts payable do not include contract retentions (other than
those that are due);
(B) has attached to it a copy of invoice(s) relating to such capital

improvements costs that reasonably identifies the payee (or
payees), the goods, services, and materials provided by such
payee (or payees) and the total amount due and owing with
respect to such goods, services, and materials; and

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(C) has been executed by the Partnership or its designee to certify
that the fees, costs, expenses, and other charges reflected on the
Payment Certificate constitute capital improvements costs and are
due and owing.
(ii) If a Payment Certificate is completed and executed in accordance with

Section 6(k)(i) above and is submitted to the City, then the City shall
promptly, and in no event later than ten (10) business days after receipt of
the Payment Certificate by the City, either note the City’s approval of
payment from the Capital Improvements Reserve and return it to the
Partnership or, if the City questions the correctness of the Payment
Certificate, deliver a detailed notice to the Partnership specifying its
objections. If the City timely gives notice of its disapproval, then payment
with respect to disputed portion(s) of the Payment Certificate will not be
made until the Partnership and the City jointly settle such dispute. The
City and the Partnership shall meet promptly and cooperate in good faith
to resolve any such disputes as expeditiously as possible. Within two (2)
business days after the City approves each Payment Certificate, the City
shall wire transfer, or notify the Bond Trustee of the City’s approval of
such Payment Certificate and thereafter cooperate with the Partnership’s
request for the Bond Trustee to wire transfer, the amount requested in the
Payment Certificate (or the undisputed portions thereof if only a portion of
the Payment Certificate is disputed) to the Partnership from the Capital
Improvements Reserve in accordance with wire transfer instructions
provided by the Partnership.
(l) Parking Rent and Insurance Reserves.
(i) Parking Rent Reserve. On or before the first anniversary of the first day
of the Initial Term, in order to fund a Parking Rent Reserve, the
Partnership shall deposit in an account described below an amount equal
to six months rent payable under the Urban Towers Parking Lease, and
thereafter maintain in such account a minimum amount equal to six
months rent payable under the Urban Towers Parking Lease taking into
account any increase in the rent payable under the Urban Towers Parking
Lease. The Parking Rent Reserve will be held in a bank account selected
by the Partnership and approved by the City on which the Partnership
and the City each will have signatory authority. The Partnership may not
use any funds from the Parking Rent Reserve, except that during any
period in which the Entertainment Center is temporarily closed during
and/or following any Casualty or Taking, the Partnership may use the
Parking Rent Reserve solely for the purpose of paying rent under the
Urban Towers Parking Lease. After the occurrence of an Event of Default
by the Partnership, the City may use funds from the Parking Rent
Reserve for the purpose of paying rent under the Urban Towers Parking
Lease. Within 30 days following any such use of funds in the Parking
Rent Reserve by the Partnership or the City, the Partnership will replenish
the funds in the Parking Rent Reserve to the then-required amount.
Upon the expiration or earlier termination of this Lease following an Event
of Default or the removal of the Partnership as the lessee hereunder, the

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funds in the Parking Rent Reserve will be paid to the City or be handled in
such other manner as the City designates (in any event, in such a manner
as may be limited by any covenants made by the City in connection with
the EC Bonds).
(ii) Insurance Reserve. On or before each January 1, April 1, July 1, and

October 1 during the Lease Term, in order to fund an Insurance
Reserve, the Partnership shall deposit in an account described below
one-fourth (1/4th) of the annual premiums for the insurance required under
Section 11 herein. The Insurance Reserve will be held in a bank account
selected by the Partnership and approved by the City on which the
Partnership and the City each will have signatory authority. The
Partnership may not use any funds from the Insurance Reserve for any
purpose other than the payment of insurance premiums as they come
due. After the occurrence of an Event of Default by the Partnership or if
the City has not timely received notice that the insurance required under
Section 11(a) will continue in effect without disruption following the
expiration of the then-current policy, the City may use funds from the
Insurance Reserve for the payment of insurance premiums as they come
due. Upon the expiration or earlier termination of this Lease following an
Event of Default or the removal of the Partnership as the lessee
hereunder, the funds in the Insurance Reserve will be paid to the City or
be handled in such other manner as the City designates (in any event, in
such a manner as may be limited by any covenants made by the City in
connection with the EC Bonds). On or before the last day of each
calendar year, the Partnership will provide its insurance budget estimates
for the following calendar year to the City.
7. 7. QUIET ENJOYMENT
The City has full right to make this Lease and, subject to the terms hereof, the
Partnership shall have quiet and peaceful enjoyment of the Entertainment Center during
the term of this Lease.
8. 8. TAXES
(a) Tax Exempt Status. As of the Execution Date, pursuant to Section 334.044 of
Chapter 334 of the Texas Local Government Code (the Act), while an approved
venue project (such as the Entertainment Center) is owned, used, and held for
public purposes by a municipality, Section 25.07(a) of the Texas Tax Code does
not apply to a leasehold or other possessory interest held by a municipality. The
Act, the Texas Constitution, the Texas Tax Code, and all other laws, statutes,
ordinances, regulations, codes, guidelines, and regulations of all governmental or
quasi-governmental entities and agencies having jurisdiction over the
Entertainment Center (such entities and agencies being collectively,
Governmental Authorities) are collectively referred to herein as Applicable
Laws. It is the intent of the parties that any additions to and alterations to the
Entertainment Center will also be exempt properties under Applicable Laws. If
any Governmental Authority challenges the tax exempt status of the
Entertainment Center or any alterations or additions thereto, then the City shall

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take all actions necessary (as determined by the City in its sole discretion) to
attempt to establish the tax exempt status thereof. If the City is unsuccessful in
doing so, then the Partnership will be responsible for and pay the cost of any ad
valorem taxes or other taxes or assessments levied or assessed against the
Entertainment Center or any alterations or additions thereto (EC Ad Valorem
Taxes). The Partnership will cooperate with the City in any such action upon
request by the City. If the Partnership is required to pay any EC Ad Valorem
Taxes, then the Partnership may credit the amount of the EC Ad Valorem Taxes
paid by the Partnership to the City (but not paid to any other taxing jurisdiction) in
any calendar year against the Fixed Rent for such calendar year. In no event
may such credit exceed the amount of Fixed Rent due the City in the applicable
calendar year.
(b) Assignment or Sale by City. The City may not assign its interest in this Lease
except in connection with a sale of the Entertainment Center. If any sale of the
Entertainment Center by the City or any successor results in any EC Ad Valorem
Taxes being assessed or levied against the Entertainment Center or a loss of the
sales tax exemption under Section 8(f), then the new owner of the Entertainment
Center will be solely responsible for the EC Ad Valorem Taxes and the payment
of any such sales taxes.
(c) Payment of Personal Property Taxes. The Partnership shall pay, or cause to be
paid, all taxes, special assessments, and governmental charges of every
character imposed during the term of this Lease upon any personal property and
trade fixtures owned by the Partnership or any sublessee from the Partnership
located in the Entertainment Center, or any part thereof. The Partnership shall
pay, or cause to be paid, all such taxes, charges, and assessments before the
same become delinquent. The Partnership shall indemnify and save harmless
the City from all such taxes, charges and assessments. This indemnity provision
shall survive termination or expiration of this Lease or the Partnership’s right of
possession hereunder. The Partnership and its sublessees have the exclusive
right to render such personal property and trade fixtures located in the
Entertainment Center for all taxing jurisdictions.
(d) Tax Contests. The Partnership and its sublessee(s) at no cost to the City may
contest the validity or amount of any such personal property taxes, charges, and
assessments it or any sublessee is obligated to pay under this Lease, in which
event the payment thereof may be deferred during the pendency of the contest.
(e) Exclusions. The Partnership is not responsible for:
(i) any income taxes imposed under any existing or future laws of the United
States or any state or any political or taxing authority on the Rent
provided for in this Lease;
(ii) any estate, inheritance, gift, capital gains tax, or other tax imposed under
any existing or future laws of the United States or any state or any
political or taxing authority on the transfer of the interest of the City or any
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(iii) any gross receipts, sales, excise, or use taxes, if any, imposed on Rent
paid under this Lease;
(iv) any margin tax, franchise tax, or license fee levied upon or against the
City or any successor; or
(v) any taxes and fees similar to any of the above excepted taxes and fees
imposed on the City or any successor.
(f) Construction Sales Tax Exemption. To the extent requested by the Partnership,
the City shall cooperate with the Partnership in seeking a ruling from the
Comptroller of Public Accounts of the State of Texas confirming that items of
tangible personal property (other than machinery or equipment and its
accessories, and repair and replacement parts not incorporated into the real
property and leased or rented tangible personal property used in the
performance of the construction, repair, renovation, or replacement of the
Entertainment Center) acquired by the City pursuant to this Lease will be exempt
from sales tax. The City and the Partnership shall take reasonable steps to
establish and maintain the foregoing exemption, including without limitation, by (i)
structuring construction contracts and subcontracts as “separated contracts”
within the meaning of the Texas Tax Code, containing separately stated contract
prices for materials and labor, (ii) executing and delivering an agreement or
agreements between the City and the Partnership providing for donation and
assignment of items of tangible personal property (including without limitation
materials, equipment and supplies) to the City as and when incorporated into the
Entertainment Center (subject to other applicable provisions of this Lease
regarding acceptance of improvements comprising the Entertainment Center by
the City, issuance of certificates of occupancy, compliance with construction
codes, the timing of general and special warranties) or as and when delivered to
the Site, except that the construction contracts the Partnership enters into with its
contractors shall provide that for incorporated tangible personal property and for
delivered tangible personal property stored on or away from the Site, (x) the risk
of loss shall remain with the contractor until final completion and acceptance of
the improvements; and (y) special warranties given for the tangible personal
property incorporated or stored shall not commence until final completion and
acceptance of the improvements, (iii) the City’s confirming in writing to the
Partnership the City’s acceptance of delivery of the donation of such tangible
personal property, and (iv) the Partnership’s issuing exemption certificates to its
contractors provided by the City and requiring that all contractors issue resale
certificates to their subcontractors, in each case claiming appropriate exemption
from tax.
9. 9. CONDEMNATION
(a) Right of Eminent Domain. The City shall use reasonable efforts to cause all
other Governmental Authorities to refrain from exercising any right of eminent
domain related to the Entertainment Center or any interest of the Partnership
under this Lease or any personal property and trade fixtures located in the
Entertainment Center owned by the Partnership or any sublessee from the
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(b) Notice; Cooperation. If any eminent domain proceeding is filed against the City
or the Partnership or any sublessee from the Partnership for any public or
quasi-public use or improvements by virtue of eminent domain (a Condemnation
Proceeding), then each party shall promptly notify the other party of the filing of
the Condemnation Proceeding. Each party may file its own claim for a separate
award in any Condemnation Proceeding, but the parties shall cooperate, to the
extent possible, in an attempt to maximize the award to be received by each in
the Condemnation Proceeding.
(c) Total Taking. If a Condemnation Proceeding results in the taking of all or

substantially all of the Entertainment Center or, in the Partnership's sole
discretion access to the Entertainment Center is materially impaired by taking
under the Condemnation Proceeding, then this Lease will terminate as of the
date the condemning authority takes possession of the Entertainment Center or
the applicable portions thereof (a Taking).
(d) Partial Taking; Restoration. If a Condemnation Proceeding results in a Taking of

less than all or substantially all of the Entertainment Center, then this Lease will
remain in effect as to that part of the Entertainment Center not taken, unless so
much of the Entertainment Center or the access thereto is taken as to render the
balance unsuitable for use by the Partnership for the uses and purposes
contemplated, in which event the Partnership may terminate this Lease by giving
notice of termination to the City within six (6) months after the date of the Taking.
If this Lease is not terminated, then (i) the Partnership shall restore or repair the
portion of the Improvements, if any, then on the Entertainment Center not taken
in the Condemnation Proceeding and will be reimbursed from the proceeds
awarded in the Condemnation Proceeding for the costs incurred by the
Partnership for the restoration or repair from the awards given in the
Condemnation Proceeding and (ii) the Fixed Rent will equitably reduce based on
the part of the Entertainment Center so taken effective as of the date of the
Taking. The Partnership's obligation to repair and restore is limited to the
aggregate amount of awards available to the Partnership from the Condemnation
Proceeding.
(e) Temporary Taking. If there is a Taking of all or part of the Entertainment Center
for temporary public or quasi-public use, then this Lease does not terminate, the
Rent will not be adjusted, the Partnership will repair and restore any damage to
the Entertainment Center resulting from such Taking, and the Partnership is
entitled to the full award made or damages granted in connection with the
temporary taking attributable to any period prior to the expiration of the Lease
Term, including any Renewal Terms.
(f) Condemnation Award. In any Condemnation Proceeding, the City and the
Partnership are each entitled to such separate awards as may be given to them
by the condemning Governmental Authority, subject to the following:
(i) If this Lease is not terminated as a result of the Taking, then all awards
will be applied first to the costs of repair and restoration by the
Partnership as specified in Section 9(d).

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(ii) If this Lease is terminated as a result of any Taking, then, subject to
approval by the condemning Governmental Authority:
(A) The City will be entitled to an amount equal to the value of the
portion of the Entertainment Center taken considered as
unimproved, raw land, valued as a separate tract not part of a
larger assemblage of land and valued on the basis of such
parcel’s then highest and best use, but encumbered by this Lease
(i.e., the value of the remainder interest of the City), which
amount, to the extent necessary, will be applied first to the
payment of the then-outstanding Bonds before being available for
the City’s use for other purposes;
(B) The City will be entitled to an amount equal to the then current fair
market value of the portion of the Improvements owned by the
City and situated on the portion of the Site taken in its condition
existing at the time of Taking, but encumbered by this Lease (i.e.,
the value of the remainder interest of the City), which amount, to
the extent necessary, will be applied first to the payment of the
applicable then-outstanding Bonds before being available for the
City’s use for other purposes; and
(C) The Partnership will be entitled to receive the balance of the

award, including any awards allocable to then current fair market
value of all fixtures, equipment, and other improvements owned or
paid for by the Partnership or any of its sublessees that are a part
of the Improvements, and all moving expenses for, and reduction
in value of other property owned by, the Partnership and its
sublessees.
10. 10. EASEMENTS, ZONING AND RESTRICTIONS
(a) Easements, Dedications, and Abandonments. In order to develop and operate

the Entertainment Center, it may be necessary or desirable that street, water,
sewer, drainage, gas, power lines, set back lines, and other easements, and
dedications, and similar rights be granted or dedicated over or within portions of
the Entertainment Center by plat, replat, grant, deed or other appropriate
instrument or that existing easements and rights-of-way be abandoned by the
City. The City shall, on request of the Partnership, join with the Partnership in
executing and delivering such documents, from time to time, and throughout the
Lease Term, as may be appropriate, necessary or required by the several
governmental agencies, public utilities and companies for the purposes of
granting such easements and dedications or obtaining such abandonments, in
each case in order to develop and operate the Entertainment Center.
(b) Zoning. If the Partnership deems it necessary or appropriate to obtain use,

zoning, site plan approval or any permit from the City or any other governmental
entity having jurisdiction over the Entertainment Center, or any part thereof, the
City, in its capacity as owner of Site and not in its capacity as the controlling
municipal authority, shall cooperate with the execution of petitions, applications

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or other similar documents as may be reasonably necessary for the construction
or operation of the Entertainment Center.
11. 11. INSURANCE
(a) Special Form Property Coverage For Entertainment Center. During the Lease
Term, the Partnership shall, at no out-of-pocket cost to the City, keep and
maintain causes of loss – special form (ISO Form CP 10 30) property insurance
covering the Entertainment Center and related facilities for the full replacement
value of the Improvements, subject to reasonable deductibles as determined by
the Partnership not to exceed $1,000,000, together with business income and
expense coverage in an amount sufficient to cover 12 months of Fixed Rent and
the annual minimum amounts of Additional Rent.
(b) The Partnership's Insurance. The Partnership must maintain, or cause to be

maintained, the following insurance (the Partnership's Insurance) during the
Lease Term:
Insurance Coverage Policy Limit(s)

Workers' Compensation State required limits and policy form (subject to the
paragraph below)
Employer's Liability Injury by accident or disease: $1,000,000
Commercial general liability Each Occurrence: $1,000,000
ISO Form CG 00 01 12 04, or General Aggregate: $2,000,000
equivalent Products-Completed Operations: $2,000,000
Liquor Liability Each occurrence/aggregate $25,000,000
Business auto liability Per accident/aggregate: $1,000,000
Umbrella/excess liability insurance Each occurrence/aggregate: $25,000,000
Causes of loss-special form property 100% of replacement cost of the Partnership's business
insurance personal property and leasehold improvements
Garage Coverage ISO Garage Limits as required under the Urban Towers Parking
Coverage Form CA 00 05 1001 Agreement
The carriers for all insurance policies required herein must have an A.M. Best
Insurance Guide "Best's Rating" of at least A- and a "Financial Size Category" of
at least Class VII and be authorized to sell insurance in Texas. All liability
insurance policies and the Garage Coverage must name the City as an
"additional insured" and the liability policies must be primary, with the City's
liability policies being secondary and noncontributing. All property insurance
policies must waive subrogation against the City and the Partnership. The
Partnership must deliver to the City certificates evidencing all required insurance
and copies of all required endorsements prior to entering the Entertainment
Center, and thereafter at least thirty (30) days prior to expiration of each
insurance policy. The rights of any Partnership Mortgagee (defined below) to
any proceeds under any insurance required under the Lease shall be
subordinate to the rights of the City to such proceeds. If approved in advance by
the City in its sole discretion (as determined by the City Manager), the
Partnership, in lieu of Workers’ Compensation insurance, may provide Non-
Subscriber Coverage in such minimum amounts as approved by the City
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(c) Mutual Release. The City and the Partnership release each other and any
Partnership Mortgagee(s) and any sublessees from all Claims for Losses of or to
(i) the Entertainment Center, (ii) furniture, fixtures, equipment, and other tangible
and intangible property owned by the Partnership and any sublessees, or (iii)
business or revenues, provided the Losses are covered by the releasing party's
property insurance or would have been covered by the required insurance if the
releasing party does not maintain the property insurance coverages required by
this Lease. The party incurring the Loss is responsible for any deductible or self-
insured retention under its property insurance; but the Partnership, not the City,
is responsible for any deductible or self-insured retention under the insurance
obtained under Section 11(a). The parties will notify the issuing property
insurance companies of the releases set forth in this Section and will have the
property insurance policies endorsed, if necessary, to prevent invalidation of
coverage. THE WAIVERS AND RELEASES IN THIS SECTION APPLY NOTWITHSTANDING
ANY SINGLE ACTION RULE UNDER WORKERS' COMPENSATION STATUTES OR IF THE
LOSS IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR STRICT LIABILITY OF
THE RELEASED PARTY, BUT DO NOT APPLY TO THE EXTENT THE LOSS IS CAUSED BY
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE RELEASED PARTY. Claim
means the assertion of a legal right, including a demand, legal action, suit, or
proceeding, whether filed or threatened, alleging responsibility for a Loss. Loss
means any actual or alleged liability, cost, or expense (including Legal Costs),
loss, damages, judgment, or penalty of any nature or description suffered by a
person or property, including (A) harm to, impairment, loss, or diminution in the
value of tangible or intangible property or its use, and loss of business or
revenues, or (B) physical harm to or death of a natural person.
12. 12. SUBLETTING AND ASSIGNMENT BY THE PARTNERSHIP
(a) Right to Sublease. The Partnership may not sublease the Entertainment Center
in whole or in part at any time without the City's consent except as otherwise
specified in this Lease. The making of any sublease does not release the
Partnership from, or otherwise affect in any manner, any of the Partnership's
obligations under this Lease. All of the Partnership’s agreements with any
Concessionaire will be deemed subleases for the purposes of this Lease., and
subject to the terms of Section 21.
(b) Right to Assign. The Partnership may assign this Lease at any time with the
City's consent in its sole discretion (except as may be expressly provided for
otherwise herein); provided that the following transactions also shall be deemed
to be an assignment of this Lease by the Partnership requiring the City’s consent:
(1) if any entity succeeds to the interest of the Partnership as tenant hereunder
by merger, consolidation, or other reorganization, (2) if the Partnership permits
the transfer of an ownership interest in the Partnership so as to result in a
change in the current direct or indirect control of the Partnership, or (3) sell or
otherwise transfer, in one or more transactions, a majority of the Partnership’s
assets (any of the events listed in sub-clauses (1), (2) and (3) with respect to the
Partnership under this Section 12(b) or with respect to any other entity
referenced herein, as applicable, being referred to herein as a Change in
Control). If a Change in Control occurs in connection with an equity investment
in the Partnership by a Qualified Investor (defined below), then the City may not

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unreasonably withhold or condition its approval of the Change in Control. A
Qualified Investor is any investor who has, or whose parent company has, a net
worth of $50,000,000 or more. The Partnership shall, in each case other than a
Change in Control or an assignment to a Partnership Mortgagee or its designee,
deliver to the City an instrument in recordable form, if requested by the City,
under which the assignee of the Partnership's interest in this Lease assumes
and/or ratifies the performance of the Partnership's obligations hereunder. After
delivery by the Partnership to the City of the assignment and assumption
described above for an assignment of the Lease approved by the City other than
a Change in Control, the Partnership shall be relieved of any and all future
liabilities or obligations hereunder that first arise after the date of such
assignment, and the City will look only to such successor of the Partnership for
performance of all obligations of the Partnership under this Lease of every kind
and character thereafter to accrue. Each successor to the Partnership may
make a further assignment of this Lease and be relieved from future liability
hereunder as long as the conditions of this Section 12(b) are fulfilled.
(c) Retail Subleases. The City may not unreasonably withhold, delay, or condition
its consent to any sublease by the Partnership of any retail space in the
Entertainment Center. Upon request by any approved retail subtenant, the City
will enter into a mutually approved subordination, attornment, and
non-disturbance agreement with the retail subtenant, the approval of which is in
the City's sole discretion.
(d) Recognition of Subleases. If the City terminates this Lease due to any default by
the Partnership, then the City will not terminate any sublease(s) of the
Entertainment Center, or any portion or portions thereof, or disturb the
possession or leasehold rights of such sublessee(s), except for a default by such
sublessee(s) of the provisions of such sublease(s). The City shall continue all
non-defaulting sublease(s) in effect and, if requested by any sublessee, enter
into a direct lease between the City (or any successor to the Partnership as
lessee under this Lease) and the sublessee. The Partnership must include in all
its subleases a comparable provision to the foregoing that requires the sublessee
to enter into a direct lease with the City (or any successor to the Partnership as
lessee under this Lease) if the City so elects. Any direct lease with any
sublessee under this Section 12(d) shall be in substantially the same form of
sublease as previously approved by the City.
(e) Notices of Default under Subleases. The Partnership shall use commercially
reasonable efforts to copy the City on all notices of default sent by the
Partnership under any sublease and to deliver promptly to the City a copy of any
notice of default by the Partnership under any sublease received by the
Partnership.
13. 13. FINANCING
(a) Right to Finance. TheMortgage Leasehold Estate. Subject to Section 13(i), the
Partnership and its sublessees (excluding Concessionaire but including sub-
sublessees from Concessionaire) may from time to time and at any time
encumber by one or more mortgages, deeds of trust, security agreements, or

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other instruments in the nature thereof (each, a Mortgage; a Mortgage granted
by the Partnership being a Partnership Mortgage), as security for loans,
indebtedness, or obligations (each, a Debt; a Debt of the partnership being a
Partnership Debt), its leasehold or sub-leasehold interest, as applicable, in the
Entertainment Center; but the Partnership may enter into a Partnership Mortgage
only in connection with the Incremental Funding. Any such Debt and Mortgage
may be for such amount and on such other terms as the Partnership may
approve. Neither the Partnership nor any of its sublessees have the right to
grant any Mortgage that encumbers the City's fee interest in the Entertainment
Center or any portion thereof, and any such Mortgage that purports to do so will
be invalid. Notwithstanding the foregoing, nothing in this Lease shall be deemed
to have granted any rights other than those set forth in this Section 13(a) to any
holder of any Mortgage other than the rights expressly granted herein to the
holder of a Partnership Mortgage.
(b) Notices to Partnership Mortgagees. If at any time after any Partnership

Mortgage is recorded in the Official Public Records of Dallas County, Texas, the
Partnership or the holder of the Partnership Mortgage notifies the City in writing
of the existence of the Partnership Mortgage and furnishes the City with the
address(es) to which the Partnership Mortgagee desires copies of notices to the
Partnership under this Lease be sent (each such holder of a Partnership
Mortgage of whom the City is given notice being a Partnership Mortgagee),
then the City shall thereafter use commercially reasonable efforts to mail to each
Partnership Mortgagee or agent thereof, at the address so given, by any method
of delivery permitted hereunder at the same time that the notice is placed in the
mail or otherwise delivered to the Partnership, duplicate copies of any and all
notices of default required to be sent pursuant to Section 14.
(c) Right to Cure. Any Partnership Mortgagee, at its option, acting either directly or
indirectly through a designee, may cure the default and perform any other
obligation of the Partnership as necessary to prevent the forfeiture of this Lease
and/or the dispossession of the Partnership as lessee under this Lease. All
actions taken by the Partnership Mortgagee or its designee will be effective to
prevent a forfeiture of the rights of the Partnership hereunder as if timely done
and performed by the Partnership. Any Partnership Mortgage may, if the
Partnership desires, provide that, as between any Partnership Mortgagee or its
designee and the Partnership, the Partnership Mortgagee or its designee, on
curing any such default or defaults or performing any obligations on the part of
the Partnership, will be thereby subrogated to or put in the position of assignee of
any or all of the rights of the Partnership under this Lease covered by the
Partnership Mortgage (subject to Section 13(e)). The City’s failure to deliver to
copies of any notices to any Partnership Mortgagee will not impair or negate the
validity or effectiveness of any notice delivered to the Partnership nor delay the
City’s right to pursue any available remedy other than termination of this Lease or
dispossession of the Partnership as lessee under this Lease, but will delay the
start of any cure periods afforded to such Partnership Mortgagee under this
Section 13 until such time as such notices are delivered to the Partnership
Mortgagee, or, with respect solely to those Events of Default for which no cure
period is applicable, delay the City’s right to terminate this Lease or dispossess
the Partnership under this Lease for a period of ten days.

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(d) Option for New Lease. If this Lease terminates for any reason other than
expiration by passage of time of the Initial Term or any Renewal Term, then the
Partnership shall, and the City shall use commercially reasonable efforts to,
deliver notice of the termination to any Partnership Mortgagee about which the
City has been notified. Upon request by any Partnership Mortgagee received by
the City within ninety (90) days after the Partnership’s Mortgagee's receipt of the
notice of termination, the City will enter into a new lease of the Entertainment
Center with the Partnership’s Mortgagee or its designee for the unexpired
balance of the Lease Term, including any Renewal Terms, on the same terms as
this Lease promptly after the Partnership’s Mortgagee or its designee satisfies
the conditions set forth in Section 13(e). If more than one (1) Partnership
Mortgagee exercises the foregoing option for a new lease, the City shall enter
into a new lease with the Partnership Mortgagee, or its designee, having the
highest priority among those Partnership Mortgagees who exercised the option.
(e) Obligation to Cure. In order for any Partnership Mortgagee or its designee to
become the lessee of the Entertainment Center, whether pursuant to the
Partnership Mortgagee’s right of subrogation under Section 13(c), a new lease
under Section 13(d), or otherwise, the Partnership Mortgagee or its designee
must first:
(A) cure any monetary default of the Partnership;
(B) cure any non-monetary default of the Partnership, excluding those

that by their nature are incapable of cure by any other person or
entity (provided that any new successor to the Partnership shall
not be permitted to continue such default of the Partnership or any
similar default with respect to the new successor to the
Partnership going forward); and
(C) to the extent the City has appointed or entered into any
arrangement with a replacement or successor lessee under this
Lease or other operator of the Entertainment Center (any such
party, a City-Designated Successor), reimburse the City for any
costs incurred by the City related to terminating or otherwise
unwinding any such arrangement between the City and a City-
Designated Successor.
(f) Modifications; Surrender.
(i) Except in connection with exercising the City’s remedies following an

Event of Default for which any Partnership Mortgagee(s) has received
notice and been afforded any applicable cure periods hereunder, the City
may not accept any surrender of or agree to any termination of this Lease
without the prior written consent thereto by any Partnership Mortgagee(s).
Any attempt to do so without such written consent will be void and of no
force and effect.
(ii) The City may modify this Lease from time to time for the purpose of
incorporating herein such additional mortgagee protective provisions as

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may be reasonably requested by any Partnership Mortgagee if such
modifications are reasonably acceptable to the City, impose no additional
material obligations on the City or restrict any of the City’s rights
hereunder (including restricting remedies following an Event of Default),
and are not inconsistent with any of the monetary terms of this Lease or
standards of performance set forth herein.
(g) Rights Cumulative. All rights of any Partnership Mortgagee under this Lease are
cumulative and non-exclusive.
(h) Partnership Mortgagee Designee. As used in this Lease, any designee of a

Partnership Mortgagee shall include a designee selected by the Partnership
Mortgagee, and any third party that acquires the right to become the lessee
under this Lease by assignment, as a purchaser, by foreclosure or deed-in-lieu of
foreclosure, or otherwise. Notwithstanding anything to the contrary herein, if any
designee of a Partnership Mortgagee that is not a wholly owned subsidiary of
such Partnership Mortgagee seeks to become lessee under this Lease, then
such designee may do so only with the City’s prior written approval, not to be
unreasonably withheld or delayed; provided, however, if the Partnership
Mortgagee selects the then-current operator of the City’s Convention Center as
the Partnership Mortgagee’s designee, then such operator/designee shall be
deemed approved without any further action required by the City. If any
Partnership Mortgagee elects itself or a wholly owned subsidiary to become the
lessee under this Lease pursuant to such Partnership Mortgagee’s rights
hereunder, no further consent of the City shall be required. The provisions of this
Section 13(h) shall apply both with respect to this Lease and any new lease
entered into under Section 13(d) or otherwise.
(i) Partnership Personal Property. The Partnership and any Concessionaire from
time to time may obtain financing for the purpose of acquiring any Partnership
Personal Property, and may secure such purchase-money financing (but not any
other financing) with liens encumbering any such Partnership Personal Property
(any such financing referred to herein as a PPP Financing). The Partnership
shall provide the City written notice of and within ten days after entering into any
PPP Financing. Any such PPP Financing shall be subject to the terms and
conditions of this Agreement. Without limiting the generality of the foregoing, any
PPP Financing shall:
(i) permit (but not obligate) the City and/or any replacement operator of the
Entertainment Center to cure and/or assume such PPP Financing, and
(ii) require the City to receive any notices of default or event of default under
any PPP Financing.
If any PPP Financing is not guaranteed by a guarantor satisfactory to the City in

the City’s sole discretion (which may include the right of the City to enforce such
guaranty against the guarantor), then in order to fund a PPP Financing
Reserve, within six months after entering into any PPP Financing (defined
below), the Partnership shall deposit and thereafter maintain so long as any such
PPP Financing is outstanding (including making any additional deposits to so

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maintain) a minimum amount equal to 12 months principal and interest debt
service on all outstanding PPP Financings. The PPP Financing Reserve will be
held in a bank account selected by the Partnership and approved by the City on
which the Partnership and the City each will have signatory authority. The
Partnership may not use any funds from the PPP Financing Reserve for any
purpose. After the occurrence of an Event of Default by the Partnership or if the
City receives a notice of default by any PPP Financing lender or servicer, the City
may use funds from the PPP Financing Reserve for the payment of debt service
on any PPP Financing as such debt service payments come due. Upon the
expiration or earlier termination of this Lease following an Event of Default or the
removal of the Partnership as the lessee hereunder, the funds in the PPP
Financing will be paid to the City or be handled in such other manner as the City
designates (in any event, in such a manner as may be limited by any covenants
made by the City in connection with the EC Bonds). To the extent any
Concessionaire seeks to obtain financing for any equipment, trade fixtures or
other personal property used in the operation of the Entertainment Center, the
Partnership shall cause such operator to comply with the provisions of this
Section 13(i).
14. 14. DEFAULT
(a) Event of Default by the Partnership. Each of the failures specified in Sections
14(b), 14(c), 14(d), 14(e), 14(f) and 14(g) constitute an Event of Default by the
Partnership under this Lease if not cured by the Partnership within any applicable
time period specified in the applicable Section or immediately upon the
occurrence thereof if no cure time is specified.
(b) Monetary Default by the Partnership. If the Partnership defaults in payment of

Fixed Rent or Additional Rent under this Lease, then the City shall deliver to the
Partnership a notice specifying the default. If the default continues for ten (10)
days after the date of delivery of the notice, then the City may at the City's
election take any of the remedies set forth hereinafter. If the Partnership defaults
in payment of any other money required to be paid to the City by the Partnership
under this Lease, then the City shall deliver to the Partnership a notice specifying
the default. If the default continues for ten (10) days after the date of delivery of
the notice, then the City may at the City's election take any of the remedies set
forth hereinafter.
(c) Failure by the Partnership to Carry Required Insurance. The failure by the
Partnership at any time to carry the insurance required by it under Article 11.
(d) Non-Monetary Default by the Partnership. If the Partnership defaults in the

performance of any of its obligations under this Lease other than its monetary
obligations as specified in Section 14(b) or its obligation to maintain required
insurance coverages as specified in Section 14(c), then the City shall deliver to
the Partnership a notice specifying the default. If the Partnership does not
commence to cure the default within ten (10) days, or does not complete the cure
within thirty (30) days, after the date of delivery of the notice, then the City may at
the City's election take any of the remedies set forth hereinafter; provided, if the
default is one that is not capable of being cured within thirty (30) days, then the

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City may not exercise its remedies unless the Partnership does not commence to
cure the default within ten (10) days, or does not complete the cure within sixty
(60) days, after the date of delivery of the notice.
(e) Cross Default Under the Development Agreement. The occurrence of an Event
of Default (as defined in the Development Agreement) by the Partnership under
the Development Agreement.
(f) Cross Default Under the Urban Towers Parking Agreement. The occurrence of
an Event of Default (as defined in the Urban Towers Parking Agreement) by the
Partnership under the Urban Towers Parking Agreement.
(g) Cross Default Under any Concessionaire Agreement. The occurrence of an

event of default by the Partnership beyond all applicable notice and cure periods
under any agreement with any Concessionaire.
(h) Enforcement of Remedies by the City.
(i) Upon the occurrence of an Event of Default by the Partnership, and

subject to any rights of a Partnership Mortgagee or its designee under
Section 13, the City may pursue any available remedy or enforce the
performance of this Lease in any mode provided in this Agreement or by
law, or this Lease may be terminated at the City's discretion. Upon the
City's giving valid notice of its election to terminate or to dispossess the
Partnership’s right to possess the Entertainment Center, this Lease or the
Partnership’s right of possession shall terminate as if that were the date
originally fixed herein for the expiration of the term hereof. The City’s
remedies are cumulative and the City’s exercise of any specific remedy
will not prevent the City from exercising any other available remedy. No
waiver by the City of any default by the Partnership will be treated as a
waiver of any subsequent delay by the Partnership.
(ii) Without limiting the generality of clause (i) above, upon the occurrence of
an Event of Default by the Partnership, the City may perform (or cause to
be performed) any act that the Partnership is obligated to perform under
the terms of this Lease (and enter upon the Entertainment Center in
connection therewith if necessary) in the Partnership’s name and on the
Partnership’s behalf, without being liable for any claim for damages
therefor, and the Partnership shall reimburse the City on demand for any
actual, out-of-pocket expenses which the City may incur in thus effecting
compliance with the Partnership’s obligations under this Lease (including,
but not limited to, collection costs and legal expenses), plus interest
thereon at a default rate equal to the lesser of eighteen percent (18%) per
annum or the maximum rate permitted under Applicable Law.
(iii) If the Partnership breaches its obligations under Section 4(f)(vii), then the
City’s sole and exclusive remedy for the breach is to collect liquidated
damages from the Partnership in the amount of $15,000 per breach. The
provisions of this Section 14(h)(iii) prevail if there is a conflict with any
other provisions of this Lease.

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(iv) If any two consecutive Quarterly Gross Sales Reports for a 60-40
Restaurant delivered to the Partnership and the City under Section 4(f)(x)
show that the 60% Requirement is not satisfied for the applicable 12-
month periods (in each such instance, the applicable 60-40 Restaurant
will be referred to as a Non-Compliant Restaurant), then the Partnership
shall pay liquidated damages to the City in the amount of $50,000 per
Non-Compliant Restaurant per occurrence.
(v) In addition, if the Partnership is liable for liquidated damages under

Section 14(h)(iv) for a Non-Compliant Restaurant and any subsequent
Quarterly Gross Sales Report for the Non-Compliant Restaurant shows
the 60% Requirement was not satisfied, then the Partnership shall pay
liquidated damages to the City in the amount of $50,000 per occurrence
per Non-Compliant Restaurant.
(vi) Notwithstanding the provisions of Sections 14(h)(iv) and 14(h)(v), if the

Partnership pays liquidated damages under either or both of those
Sections for a Non-Compliant Restaurant and thereafter three (3) or more
consecutive Quarterly Sales Reports for the Non-Compliant Restaurant
shows that the 60% Requirement was satisfied, then the provisions of
Section 14(h)(iv) will be applicable with respect to subsequent Quarterly
Sales Reports that show the 60% Requirement was not satisfied until the
provisions of Section 14(h)(v) again apply.
(i) No Waiver. No waiver by either party of any default or breach of any covenant,
condition, or stipulation herein contained will be treated as a waiver of any
subsequent default or breach of the same or any other covenant, condition, or
stipulation hereof.
(j) Bankruptcy. The bankruptcy or insolvency of the Partnership, an assignment by

the Partnership for the benefit of the Partnership's creditors, the appointment of a
trustee, liquidator or receiver for the Partnership, reorganization by the
Partnership, an admission by the Partnership of its inability to pay its debts as the
same become due, or the seeking or granting of any order of relief in any
proceeding commenced by or against the Partnership under any present or
future federal or state bankruptcy, insolvency, or creditors relief statute does not
affect this Lease so long as all covenants of the Partnership are continued in
performance by the Partnership or its successors or legal representatives.
(k) Default by the City. If the City defaults in the performance of any of its
obligations under this Lease and does not cure the default within thirty (30) days
after the date of a notice from the Partnership specifying the default, then the
Partnership may enforce the performance of this Lease against the City, abate
payment of any Rent as long as the default remains uncured, and exercise any
other remedy available to the Partnership at law or in equity, including, without
limitation, curing the default on behalf of the City and setting off against future
Rent the reasonable costs incurred by the Partnership in effecting the cure;
provided, however, the City’s obligation for any damages (other than the
foregoing abatement and setoff rights) will be limited to the extent of lawfully
available excess Brimer HOT Revenues (subject to, without limitation, the pledge

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of such Brimer HOT Revenues to the repayment of the Bonds as set forth in the
City ordinance authorizing the Bonds) and/or lawfully available proceeds from the
Bonds for such damages. The Partnership's remedies are cumulative and the
Partnership's exercise of any specific remedy will not prevent the Partnership
from exercising any other available remedy. No waiver by the Partnership of any
default by the City will be treated as a waiver of any subsequent default by the
City.
15. 15. LIMITATIONS ON LIABILITY
(a) Non-Liability of the City. The City is not liable to the Partnership or to the
Partnership's employees, subtenants, patrons, or visitors for any injury to
persons or damage to property caused by any negligence or any other act of the
Partnership, its agents, employees, and sublessees, or due to fire or other
casualty, or due to any building on the Entertainment Center and appurtenances
thereon being improperly constructed, or being or becoming out of repair, or due
to any cause whatsoever by reason of the use, occupancy, or enjoyment of the
Entertainment Center by the Partnership and its sublessees.
(b) Limitations on Liability of the Partnership. The term "the Partnership," as used in
this Lease means only the holder for the time in question of the Partnership's
interest in this Lease. Notwithstanding anything to the contrary contained in this
Lease, the liability of Las Colinas Group, LP under this Lease for a default by Las
Colinas Group, LP under this Lease is limited to the interest of Las Colinas
Group, LP in the Entertainment Center under this Lease and the revenues
derived therefrom, and to the Security Deposit and reserves required to be
maintained by the Partnership hereunder. The prior sentence is personal to Las
Colinas Group, LP and does not apply to any successor to Las Colinas Group,
LP. Notwithstanding anything to the contrary herein, the provisions of this
Section 15(b) will govern in the event of any conflict with any other provision
herein.
(c) Termination of Development Agreement. If the Development Agreement

terminates or is terminated pursuant to an express termination right under either
Section 4.1 or Section 4.2 of the Development Agreement, or for any reason
other than completion of construction of the Entertainment Center, then this
Lease shall automatically terminate and neither the City nor the Partnership shall
have any rights, liabilities or obligations hereunder except those that expressly
survive the termination of this Lease; provided, however, nothing in the foregoing
provision shall limit the rights or remedies of a non-defaulting party if the
Development Agreement is terminated as a result of the default of the other
party.
(d) Waiver of Consequential Damages. Notwithstanding anything in this Lease to

the contrary, (a) the City hereby waives any consequential damages,
compensation or claims for inconvenience, loss of business, rents or profits as a
result of any injury or damage, whether or not caused by the willful or wrongful
act of the Partnership or its representatives, agents or employees, and (b) the
Partnership hereby waives any consequential damages, compensation or claims
for inconvenience, loss of business, rents or profits as a result of any injury or

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damage, whether or not caused by the willful or wrongful act of the City or its
representatives, agents or employees.
16. 16. FORCE MAJEURE
If the curing of any default (other than failure to pay Rent, taxes, insurance premiums, or
other sums of money) or the performance of any other obligation under this Lease is
delayed by war; riots; civil commotion; terrorist acts or activities; acts of God;
governmental restrictions, regulations, or interferences; fire or other casualty; strikes;
lockouts; labor shortages; or shortages of or delays in obtaining materials; acts or failure
to act by any Governmental Authority (including changes in interpretation of building
codes, ordinances, and regulations and delays in issuing or failure or refusal to issue
permits and approvals); casualty damage; Takings; unusually adverse weather
conditions; or any other circumstances reasonably beyond the control of the party
obligated or permitted under the terms hereof to do or perform the same and without
such party's fault, regardless whether any such circumstance is similar to any of those
enumerated or not; then such party will be excused from doing or performing the same
during the period of delay.
17. 17. ESTOPPEL CERTIFICATES
The City and the Partnership shall each, from time to time, without additional
consideration and promptly upon request, execute and deliver to each other or to any
person whom the requesting party may designate, an estoppel affidavit consisting of
statements, if true (or modified as necessary to make them true), that: (i) this Lease is in
full force and effect, with Fixed Rent and Additional Rent current through the date of the
certificate (or stating the date through which Fixed Rent and Additional Rent has been
paid); (ii) this Lease has not been modified or amended (or setting forth all modifications
and amendments); (iii) to such party's knowledge, the other party is not then in default,
and the Partnership and the City have fully performed all of the Partnership's and the
City's obligations hereunder; and (iv) the transactions, if any, described in the request do
not constitute an Event of Default under this Lease.
18. 18. LANDLORD'S LIEN
The City waives all landlord's liens that the City may hold, constitutional, statutory, or
otherwise, on any furniture, fixtures, equipment, inventory, and other tangible and
intangible property located in the Entertainment Center and owned by the Partnership or
any sublessee.
19. 19. REPRESENTATIONS AND WARRANTIES
(a) The City's Representations and Warranties. The City hereby represents and
warrants to the Partnership as of the Execution Date:
(i) Existence. The City is a municipal corporation and a home rule city of the
State of Texas duly incorporated and currently existing pursuant to the
constitution and laws of the State of Texas, including the Texas Local
Government Code and Texas Government Code.

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(ii) Authority. The City has all requisite power and authority to own the
Entertainment Center, to execute and deliver this Lease and to
consummate the transactions herein contemplated, and by proper action
in accordance with all Applicable Law has duly authorized the execution
and delivery of this Lease, and the consummation of the transactions
herein contemplated.
(iii) Binding Obligation. This Lease is a valid and binding obligation of the
City and is enforceable against the City in accordance with its terms.
(iv) No Defaults. The execution by the City of this Lease and the
consummation by the City of the transactions contemplated hereby (A) do
not, as of the Execution Date, result in a breach of any of the terms or
provisions of, or constitute a default, under the City's charter or any
resolution, indenture, agreement, instrument or obligation to which the
City is a party or by which the Entertainment Center or any portion thereof
is bound; and (B) do not, to the knowledge of the City, constitute a
violation of any law, order, rule or regulation applicable to the City or any
portion of the Entertainment Center of any court or of any federal or state
or municipal regulatory body or administrative agency or other
governmental body having jurisdiction over the City of any portion of the
(v) Consents. No permission, approval or consent by third parties or any

other governmental authorities is required in order for the City to enter
into this Lease, make the agreements herein contained or perform the
obligations of the City hereunder other than those which have been
obtained.
(vi) Proceedings. There are no actions, suits or proceedings pending or, to

the City's knowledge, threatened or asserted against the City affecting the
City's obligations under this Lease or any portion of the Entertainment
Center, at law or in equity or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign.
(vii) Impositions. The City has not received any notice of any condemnation
actions, special assessments or increases in the assessed valuation of
taxes or any impositions of any nature that are pending or being
contemplated with respect to the Entertainment Center or any portion
thereof.
(viii) Compliance with Laws. The City has not received any notice of any
violation of any ordinance, regulation, law or statute of any governmental
agency pertaining to the Entertainment Center or any portion thereof.
(ix) Encumbrances. The City has not placed or granted any liens or security
interests against the Entertainment Center, and there are no actions
pending, to the City's knowledge, that would result in the creation of any
lien on any portion of the Entertainment Center, including, but not limited

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to, water, sewage, street paving, electrical or power improvements which
give rise to any lien, completed or in progress. During the Lease Term,
the City shall not grant any lien, security interest, encumbrance,
easement, restriction, covenant or other exception to title on all or any
portion of the Entertainment Center that unreasonably impairs the
Partnership's use of the Entertainment Center without the prior written
consent of the Partnership, which consent shall not be unreasonably
withheld or conditioned and with all due consideration to facilitating the
further development and utilization of the Entertainment Center.
(x) Limitations. Except as otherwise expressly provided herein, the

Entertainment Center is leased by the City on an "AS IS, WHERE IS,
WITH ALL FAULTS" basis, without representation or warranty of any
kind, either express or implied, as to the condition of the Entertainment
Center (or any portion thereof), its merchantability, its condition or its
fitness for the Partnership's intended use or for any particular purpose.
(b) The Partnership's Representations, Warranties and Covenants. The Partnership

hereby represents and warrants to the City as of the Execution Date, and
covenants (as to clause (vii) only) as specified below:
(i) Existence. The Partnership is duly organized, validly existing and in good
standing under the laws of the State of Texas, and shall maintain said
status during the Lease Term.
(ii) Authority. The Partnership has all requisite power and authority to own its
property, operate its business, enter into this Lease and consummate the
transactions herein contemplated, and by proper action has duly
authorized the execution and delivery of this Lease and the
consummation of the transactions herein contemplated.
(iii) Binding Obligations. This Lease is a valid obligation of the Partnership

and is binding upon the Partnership in accordance with its terms.
(iv) No Default. The execution by the Partnership of this Lease and the
consummation by the Partnership of the transactions contemplated
hereby do not, as of the Execution Date, result in a breach of any of the
terms or provisions of, or constitute a default or condition which upon
notice or lapse of time or both would ripen into default under, the
organizational documents of the Partnership or under any indenture,
agreement, instrument or obligation to which the Partnership is a party or
is bound.
(v) Consents. No other permission, approval or consent by third parties or

any other governmental authorities is required in order for the Partnership
to enter into this Lease or consummate the transactions herein
contemplated, other than those which have been obtained.
(vi) As-Is. Except as otherwise expressly provided herein, the Entertainment

Center is accepted by the Partnership on an "AS IS, WHERE IS, WITH

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ALL FAULTS" basis, without representation or warranty of any kind,
either express or implied, as to the condition of the Entertainment Center,
its merchantability, its condition or its fitness for the Partnership's
intended use or for any particular purpose.
(vii) Balance Sheets and Income Statements. Throughout the Lease Term,
the Partnership shall furnish to the City promptly (A) an unaudited,
compiled annual balance sheet and income statement of the Partnership
certified by an authorized representative of the Partnership and (B) the
Partnership's regular quarterly balance sheet and income statement
regarding the Entertainment Center that describes, in reasonable detail,
the revenues and expenses of the Entertainment Center for such quarter
and year-to-date (each on a calendar quarter and calendar year basis, as
applicable).
20. 20. MISCELLANEOUS
(a) Relationship. Nothing herein contained may be deemed or construed by the

parties hereto, nor by any third party, as creating the relationship of principal and
agent or of partnership or of joint venture between the parties hereto, it being
understood and agreed that neither the computation of Rent, nor any other
provision contained herein, nor any acts of the parties hereto, may be deemed to
create any relationship between the parties hereto other than the relationship of
landlord and tenant.
(b) Numbers and Gender. Whenever the singular number is used, the same
includes the plural, and words of any gender include each other gender.
(c) Memorandum of Lease. On the Bond Closing Date, the City and the Partnership
shall execute and deliver a Memorandum of Lease in a mutually approved form
to provide public notice of this Lease. The Partnership, at its cost, may record
the Memorandum of Lease in the Official Public Records of Dallas County,
Texas. If this Lease expires or is validly terminated in accordance with its terms,
then, within thirty (30) days after request from the City, the Partnership will
deliver a recordable release of the Memorandum of Lease. The Partnership's
obligations under this Section 20(c) survive the expiration or earlier termination of
this Lease.
(d) Heading. The headings, captions, and arrangements used in this Lease are,
unless specified otherwise, for convenience only and shall not be deemed to
limit, amplify, or modify the terms of this Lease, not affect the meaning thereof.
(e) References. All references to "Article", "Articles", "Exhibit", "Exhibits", "Section",

"Sections", "Subsection", or "Subsections" contained in this Lease are, unless
specifically indicated otherwise, references to articles, exhibits, sections, and
subsections of this Lease. All Exhibits attached to this Lease are incorporated
herein and made a part hereof for all purposes.

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(f) Notices. All notices, demands, requests, approvals, or other communications
required or permitted under this Lease must be in writing and, unless personal
delivery is effected earlier, will be deemed delivered:
(i) three (3) business days after deposit in the United States Mail, postage
prepaid, registered or certified mail, return receipt requested, on a
business day during business hours; or
(ii) the next business day after delivery to any nationally recognized
overnight delivery service on a business day during business hours for
prepaid delivery on the next business day; or
(iii) on the business day sent, if sent by facsimile (and the sending facsimile
generates a written confirmation of sending) or e-mail prior to 3:00 p.m.,
Irving, Texas time, with a confirming copy being sent by one of the other
specified methods on the same business day;
in each case addressed as follows:
If to the City:
City of Irving
Irving, Texas 75060
Telephone: 972.721.2586
Fax: 972.721.2420
E-mail: tgonzalez@cityofirving.org
With a copy to:
City of Irving
Irving. Texas 75060
Attention: City Attorney
Telephone: 972.721.2541
Fax: 972.721.2750
E-mail: canderso@cityofirving.org
and if to the Partnership to:

222 EastWest Las Colinas Blvd.
Suite 1715-North
Irving, Texas 75039
Telephone: 972.444.2210972.444.2200
Fax: 972.444.2201
E-mail:
bill.beuck@yahoobbeuck@lascolinasgroup.com

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With a copy to:
CSE Commercial Real Estate

4956 N. O'Connor Blvd.
Irving, Texas 75062
Telephone: 469.417.0101
Fax: 469.417.0104
And to:
Munsch Hardt Kopf & Harr, P.C.

3800 Lincoln Plaza
Dallas, Texas 75201
Telephone: 214.855.7533
Fax: 214.978.4310
If to any Partnership Mortgagee, at an address to be provided by

the Partnership as specified in Article 13.
Any party or Partnership Mortgagee may change its address and specify as its
address for the purposes hereof any other address in the United States of
America by giving the other party and Partnership Mortgagee or both parties, as
applicable at least fifteen (15) days' prior notice. Notices given by counsel for
any party or any Partnership Mortgagee are effective as notices by the party or
Partnership Mortgagee, as applicable.
(g) Laws and Venue. This Lease is being executed and delivered, and is intended to
be performed, in the State of Texas, and the applicable laws of such State and of
the United States govern the rights and duties of the parties hereto and the
validity, construction, enforcement and interpretation hereof. Venue for any
action to interpret or enforce the rights of either party under this Lease will be in a
court of competent jurisdiction in Dallas County, Texas.
(h) Partial Invalidity. If any provision of any of this Lease is held to be illegal, invalid,
or unenforceable under present or future laws effective during the term hereof,
such provision is fully severable; this Lease will be construed and enforced as if
such illegal, invalid, or unenforceable provision had never comprised a part
hereof; and the remaining provisions hereof will remain in full force and effect
and will not be affected by the illegal, invalid, or unenforceable provision or by its
severance therefrom. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision, there will be added automatically as a part of this Lease
a provision as similar in terms to such illegal, invalid, or unenforceable provision
as may be possible and be legal, valid, and enforceable.

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(i) Entire Agreement; Amendments. This Lease embodies the entire agreement
between the parties relating to the subject matter hereof, supersedes all prior
agreements and understandings, if any, relating to the subject matter hereof,
including, without limitation, the Prior Lease, and may be amended only by an
instrument in writing executed jointly by the City and the Partnership.
(j) Counterparts. This Lease may be executed in a number of identical

counterparts, each of which constitutes an original and all of which constitute,
collectively, one agreement; but in making proof of this Lease, it shall not be
necessary to produce or account for more than one such counterpart. Facsimile
and e-mail signatures are binding on the party providing same.
(k) Successors and Assigns. This Lease is binding upon and inures to the benefit of
the City and the Partnership and their respective successors and assigns.
(l) Merger of Title. No merger of the Partnership's interest in this Lease or of the
leasehold estate created by this Lease with the fee simple estate in the
Entertainment Center, or any part thereof, will occur by reason of the fact that the
same person may acquire or own or hold, directly or indirectly, (i) the
Partnership's interest in this Lease or the leasehold created by this Lease and (ii)
the fee estate in the Entertainment Center or any part thereof or any interest
therein, and no such merger will occur unless and until all persons having an
interest in the ownership interests described in (i) and (ii) above join in a written
instrument effecting such merger and record same.
(m) Approvals; Consents. Neither the City nor the Partnership may unreasonably
withhold, condition, or delay any consent or approval related to this Lease;
provided, that the foregoing restriction does not apply to any approval required by
the City in the exercise of its governmental functions.
(n) Time is of the Essence. Time is of the essence with respect to this Lease.
(o) Legal Costs. If either party does not comply with any of the terms of this Lease
to be complied with on its part and the other party commences a legal
proceeding or arbitration or mediation to enforce the terms of the Lease, the
prevailing party in any such proceeding or arbitration or mediation will be entitled
to receive from the other party its reasonable Legal Costs. Legal Costs means
court costs, attorneys' and paralegals' fees, experts' fees, and other costs and
expenses incurred in investigating, preparing, prosecuting, or settling any legal
action or proceeding or arbitration, mediation, or other method of alternative
dispute resolution.
(p) Brokers. The City and the Partnership each represent and warrant to the other
that it has not been represented by any broker in the negotiation of this Lease.
(q) Perpetuities. To the extent that the rule against perpetuities is applicable hereto,
but not otherwise, the rights and options hereunder granted to the Partnership,
any Partnership Mortgagee, or a designee of any Partnership Mortgagee, expire
upon the earlier to occur (i) the last day of the last Renewal Term, or (ii) twenty
(20) years after the date of death of the last to die of the following parties: (a) the

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present living issue of the forty-first President of the United States, George
Herbert Walker Bush, or (b) each presently living person who was born in a
hospital located in Dallas County, Texas, during the calendar year ending
December 31, 2008.
(r) Obligations to Defend Validity of Lease. If litigation is filed by a third party

against the Partnership or the City in an effort to enjoin either party’s
performance of this Lease, then the parties hereto shall take all commercially
reasonable steps to support and defend the validity and enforceability of this
Lease. Either party may intervene in any such matter in which the other party
hereto has been named as a defendant. Each party is responsible for its Legal
Costs in connection with any such litigation.
(s) Exclusive Dealing and Non-Compete Covenants.
(i) During the Lease Term, the Partnership, Concessionaire, and any
affiliated entity, successor or assign, will not solicit or accept any proposal
of, or enter into any plan or agreement with, any county or any city other
than the City regarding any project or facility having a purpose similar to
the Entertainment Center (meaning any similarly sized performance
venue with adjacent or incorporated retail and restaurant element(s))
within 150 miles of the Entertainment Center or within the Austin, San
Antonio, and Oklahoma City metropolitan areas. Further, neither the
Partnership nor Concessionaire will own or operate any other facility or
project having a purpose similar to the Entertainment Center within 150
miles of the Entertainment Center or within the Austin, San Antonio, and
Oklahoma City metropolitan areas. Nothing in this Section 20(s)(i)
prevents the Partnership or Concessionaire from owning or operating a
facility or project having a purpose similar to the Entertainment Center in
the Houston metropolitan area. Nothing in this Section 20(s)(i) imposes
any limitations on the concert promoter for the Entertainment Center.
(ii) During the Lease Term, the City will not, directly or indirectly, own,
manage, operate, control, finance, sponsor, develop, provide City-owned
land or in any other way participate in or cooperate with (subject to
Applicable Laws) any entertainment or multi use venue similar to the
Entertainment Center located anywhere within the City, excluding any
existing City facilities and excluding any similar facility currently under
negotiation by the City as of the date of this Lease.
(t) Business Days. Business days are all weekdays other than New Year's Day,
Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and the day after Thanksgiving, Christmas Eve and Christmas
Day.
(u) Relationship with ICVB. The parties acknowledge that the ICVB is a department
of the City of Irving, Texas, and that the City’s execution of this Lease shall bind
the ICVB with respect to the provisions hereof, including the rights and
obligations of the ICVB set forth in Section 5 herein.

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(v) Charitable Fundraisers. At least once each calendar year, commencing with the
calendar year in which the first day of the Initial Term occurs, the Partnership
agrees to make the Performance Hall available at no cost (other than labor costs
directly related to staging the event) to a non-profit, charitable organization or
group of non-profit, charitable organizations that generally support the arts for a
fundraising event for such organization(s). The Partnership may select the same
organization(s) from year to year or may select a different organization(s) each
year. The Partnership agrees, and shall cause the concert promoter for the
Entertainment Center, to cooperate with such organization(s) in booking each
fundraising event. The Partnership further agrees to provide a $100,000 food and
beverage credit to the organization(s) for each annual fundraising event.
21. 21. CONCESSIONAIRE AGREEMENTS
(a) Concessionaire Agreements. Each Concessionaire and any agreement between

the Partnership and a Concessionaire (each a Concessionaire Agreement, and
collectively the Concessionaire Agreements) shall be subject to the approval of
the City in accordance with this Section 21. The Partnership represents and
warrants to the City that the Partnership has entered into, and the City has
approved, the following contracts with a Concessionaire:
(ii) Concession Agreement dated as of May 28, 2010, between the

Partnership and B Concessionaire-Las Colinas, LLC, a Texas limited
liability company, dba Texas Hospitality Group;
(iii) Retail Sublease dated as of May 28, 2010, between the Partnership and
B Retail, LLC, a Texas limited liability company; and
(iv) Content Agreement dated as of June 3, 2010, between the Partnership

and Blue Marble 360, LLC, a Texas limited liability company.
Any new, replacement, or substitute Concessionaire Agreement, or material

modification thereof, shall be in a form acceptable to the City.
(b) Specific Requirements. Without limiting the generality of Section 21(a):
(i) No later than September 30, 2010, the Partnership must enter into a
contract with B. Barnett Concessionaire, LLC as the concession vendor
for the Entertainment Center and a contract with Concepts for consulting
and booking services in connection with the Entertainment Center, both in
a form acceptable to the City. The contract with ConceptsThe
Concessionaire Agreement with Concepts, or with such other
Concessionaire responsible for developing concepts and intellectual
property, must contain a provision requiring Conceptssuch
Concessionaire to grant the City a license to use the Concepts Intellectual
Property Rights to continue to operate the Entertainment Center only and
not any other similar facility for the remainder of the Lease Term

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(including unexercised Renewal Terms) if the City terminates this Lease
due to a default by the Partnership and also terminates the Concepts
contract due to a default by Concepts; provided, however, the Partnership
may satisfy this obligation by having such Concessionaire enter into an
agreement in form and substance similar to the IP License Agreement or
otherwise acceptable to the City. The Partnership shall cause B. Barnett
Concessionaire, LLC to maintain at all times during the Lease Term liquor
liability insurance in an amount of at least $25,000,000 that otherwise
complies with the provisions of this Agreement (including Article 11) as if
the Partnership were required to maintain such insurance.
(ii) The Partnership shall cause B Concessionaire Las Colinas, LLC, or such
other Concessionaire responsible for food and beverage operations, to
maintain at all times during the Lease Term liquor liability insurance in an
amount of at least $25,000,000 that otherwise complies with the
provisions of this Agreement (including Article 11) as if the Partnership
were required to maintain such insurance.
(c) Subsequent Concessionaires. The City approves the Concessionaires

specifically named in Section 21(a) above. The City may approve or not approve
any subsequent Concessionaire in the City’s sole discretion; provided, however,
if such subsequent Concessionaire is a Qualified Concessionaire, the City’s
approval may not be unreasonably withheld or conditioned. As used herein,
Qualified Concessionaire means one or more natural persons or an entity with
at least 10 years professional experience in the area of operations for which such
Concessionaire will be responsible in connection with the Entertainment Center,
is sufficiently creditworthy to perform the obligations of the Concessionaire under
its Concessionaire Agreement with the Partnership, has a good reputation in the
business community and will not harm the reputation of the Entertainment
Center. By way of example but not limitation with respect to the first criterion in
the preceding, a food and beverage operations Concessionaire must have at
least 10 years professional experience in operating restaurants or similar
establishments as those in the Entertainment Center, but shall not be required to
have experience in booking programming if such Concessionaire will not be
responsible for performing that function for the Entertainment Center. Any
Change of Control for any Concessionaire shall be deemed to be a change in the
Concessionaire and, thus, a cause for the City to reapprove such Concessionaire
and the agreements between the Partnership and such Concessionaire.
22. 22. PROMOTER PARTICIPATION
No later than September 30, 2010, the Partnership must cause Concessionaire to enter
into a contractThe City’s obligations under this Lease are conditioned upon Concepts
entering into a booking agreement with a concert producer and promoter for the
Entertainment Center approved by the City. The City preapproves Live Nation, AEG
Worldwide, and Front Line Management, Inc. as concert promoters for the Entertainment
Center. Any such contract will contain an express acknowledgement of and agreement
to adhere to the requirements of the Partnership under Section 4(f)(vii) The Partnership
and the City acknowledge that Concepts has entered into a Booking and Consulting
Services Agreement – Las Colinas Entertainment Center with Live Nation dated effective

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as of November 19, 2009, as amended by First Amendment dated as of April 14, 2010,
and agree that such agreement or other agreement entered into in accordance with this
Section 22 shall be in full force and effect with no default thereunder prior to the
issuance of the Bonds; otherwise, the City may terminate this Lease and its participation
hereunder.
23. 23. RESIDENTIAL DEVELOPMENT RIGHTS
Under Amended and Restated Supplementary Declaration No. 148, Las Colinas Area
CXLVIII and Termination of Supplementary Declaration No. 207, Dallas County, Texas,
by The Las Colinas Association, a Texas non-profit corporation, dated June 6, 2007, as
Instrument No. 20070260683 in the Official Public Records of Dallas County, Texas
(A&R SD 148), the City is the holder of the right to develop no more than one hundred
(100) for sale condominiums or other for sale residential condominium units as specified
in Section 148.a of A&R SD 148 and the PRC development rights as defined in Exhibit B
attached to A&R SD 148 in Las Colinas Area CXLVIII (as defined therein) (collectively,
the Residential Development Rights). Upon satisfaction of all Development
Agreement Contingencies, the City assigns the Residential Development Rights to the
Partnership for use in connection with the Site; but, this assignment terminates
automatically as to any development rights not exercised by the Partnership or its
successors or assigns within ten (10) years after the Bond Closing Date. If the
Partnership gives the City notice that the Partnership intends to use any of the
Residential Development Rights in connection with the Site, then the City and the
Partnership will negotiate in good faith an appropriate amendment to this Lease and
related agreements necessary to allow the Partnership to exercise the Residential
Development Rights.
24. 24. ENVIRONMENTAL MATTERS
(a) Environmental Investigation and Remediation. The Partnership is responsible for

performing any environmental investigation and remediation work that may be
required in connection with the use and occupancy of the Entertainment Center
(or any portion thereof) caused by the presence of Hazardous Materials (defined
below) in, on, under or about the Entertainment Center. Such environmental
investigation and remediation work will be carried out in accordance with all
Applicable Laws. The Partnership will notify and advise the City of the
remediation the Partnership will undertake and the procedures to be used. The
Partnership will complete the remediation with due diligence and comply with,
and shall cause its agents and contractors to comply with, all Applicable Laws
regarding the use, removal, storage, transportation, disposal and remediation of
Hazardous Materials. The Partnership’s obligation as provided above to
undertake environmental investigation and remediation of the Entertainment
Center is a continuing obligation of the Partnership throughout the Lease Term.
(b) Presence and Use of Hazardous Materials. The Partnership may not, without the
City’s prior consent, keep on or around the Entertainment Center, for use,
disposal, treatment, generation, storage, or sale, any substance designated as,
or containing components designated as hazardous, dangerous, toxic, or
harmful, including without limitation Hazardous Materials, or subject to regulation,
by federal, state, or local law, regulation, statute, or ordinance, unless such use

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by the Partnership is in accordance with prudent property management practices
with respect to the intended purpose and use of the Entertainment Center and is
in compliance with all Applicable Laws. With respect to any such Hazardous
Materials, the Partnership shall:
(i) Comply promptly with all government requirements for reporting, keeping,
and submitting manifests, and obtaining and keeping current identification
numbers.
(ii) Submit to the City true and correct copies of all reports, manifests, and
identification numbers at the same time as they are required to be and/or
are submitted to the appropriate government authorities.
(iii) Within thirty (30) days of the City’s request, submit written reports to the
City regarding the Partnership’s use, storage, treatment, transportation,
generation, disposal, or sale of Hazardous Materials and provide
evidence satisfactory to the City of the Partnership’s compliance with the
Applicable Laws.
(iv) Allow the City or the City’s agent or representative to come on the
Entertainment Center at all times to check the Partnership’s compliance
with all applicable government regulations regarding Hazardous
Materials; provided, however, that the City will at all times use reasonable
efforts to minimize any disruption to the use of the Entertainment Center
by the Partnership.
(v) Comply with all Applicable Laws regarding the proper and lawful use,
sale, transportation, generation, treatment, and disposal of Hazardous
Materials. Any and all costs to the City and associated with the City’s
routine inspection of the Entertainment Center and the City’s routine
monitoring of the Partnership’s compliance with this Section, including the
City’s Legal Costs, will be the obligation and liability of the City; provided,
however, that if it is ever determined that Hazardous Materials are
present on, in, under or at the Entertainment Center in violation of this
Section, then the Partnership shall be required to reimburse the City for
all of the reasonable out-of-pocket costs incurred by the City with respect
to the City’s inspection of the Entertainment Center and the City’s
monitoring of the Partnership’s use, storage, treatment, transportation
and disposal of the Hazardous Materials that are located at the
(c) Cleanup Costs; Default, and Indemnification. The Partnership will be fully and
completely liable for any and all cleanup costs, and any and all other charges,
fees, and penalties (civil and criminal) imposed by any government authority with
respect to the Partnership’s use, disposal, transportation, generation, or sale of
Hazardous Materials, in, on, under, or about the Entertainment Center. If the
Partnership breaches its obligations under this Section and such breach is not
cured following notice and within the applicable cure period, the City may take
any and all action reasonably appropriate to remedy such breach, including
taking all appropriate action to clean up or remediate any contamination resulting

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from the Partnership’s use, generation, storage, or disposal of Hazardous
Materials in violation of the provisions of this Lease, and the Partnership will
promptly pay all reasonable out-of-pocket costs incurred by the City in
connection therewith. The Partnership will defend, indemnify, and hold harmless
the City, its officers, agents, employees, and Council Members, from and against
any and all claims, demands, liabilities, causes of action, suits, judgments,
damages, and expenses (including reasonable out-of-pocket Legal Costs of
clean up and remediation) arising from the Partnership’s failure to comply with
the provisions of this Section. This indemnity provision shall survive termination
or expiration of this Lease or the Partnership’s right of possession hereunder,
even if the City’s knowledge of any breach by the Partnership of the
Partnership’s obligations under this Section first arises after the expiration or
termination of the Lease Term.
(d) Hazardous Materials. The term Hazardous Materials means any substance,
material, or waste now or hereafter classified or considered to be hazardous,
toxic, or dangerous under any federal, state, or local laws, rules and regulations
affecting the Entertainment Center relating to pollution or the protection or
regulation of human health, natural resources, or the environment, including, but
not limited to, as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Texas Hazardous
Substances Spill Prevention and Control Act, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, and regulations
promulgated thereunder, but does not include normal cleaning and restaurant
supplies and petroleum products in vehicles in the Parking Facilities to the extent
used in compliance with Applicable Laws.
25. 25. PUBLIC AREA PROGRAMMING FUND
While any Incremental Funding Bonds are outstanding, any State funds received by the
City and dedicated to the Entertainment Center, to the extent available and authorized
by law, in excess of any such funds as required to be on deposit in the Additional
Revenue Account of the Maintenance and Operations Reserve, will be used to fund aA
Public Area Programming Fund in an amount mutually approved by the City and the
Partnership. The Public Area Programming Fundwill be funded in accordance with
Section 6(g)(iii) and will be used solely for the purpose of funding the costs of Festivals
and other promotional activities on the Walkway, the Promenade, the Plaza, and other
outdoor areas of the Entertainment Center (excluding any general overhead and
administrative expenditures and any capital expenditures). The Public Area
Programming Fund will be held in a bank account selected by the City on which the City
will have signatory authority. During each calendar year, the Partnership will incur and
pay expenses contemplated under this Section 25 in an amount not less than the
amount of funds held in the Public Area Programming Fund as of the last day of the prior
calendar year. If the Partnership proposes that any amounts be funded from the Public
Area Programming Fund, then the Partnership must provide the City with plans and a
budget for the proposed promotional activities no later than 60 days prior to the date of
the proposed promotional activities. If the City receives a timely request for promotional
activities funding, then the City shall either approve the request or submit detailed
objections to the plans or the budget for the promotional activities to the Partnership
within 20 Business Days after its receipt of the Partnership’s request. If the City timely

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gives notice of detailed objections, then the City and the Partnership will cooperate in
good faith to resolve the City's objections. Once the City approves the request for the
proposed promotional activities, then the Partnership will proceed with the proposed
promotional activities and the City will release funds to the Partnership from the Public
Area Programming Fund to apply against the costs of the proposed promotional
activities; provided, that the Partnership will be liable for all costs, liabilities, and
obligations related to the promotional activities contemplated in this Section 25 in excess
of the amounts funded from the Public Area Programming Fund. Upon the expiration or
earlier termination of this Lease or the removal of the Partnership as the lessee
hereunder, the funds in the Public Area Programming Fund will be paid to the City or be
handled in such other manner as the City designates. Excess funds in the Public Area
Programming Fund will be deposited by the City in the Capital Improvements Reserve in
an amount mutually determined by the City and the Partnership (in any event, in such a
manner as may be limited by any covenants made by the City in connection with the EC
Bonds). Any excess funds not deposited to the Capital Improvements Reserve will be
paid to the City or be handled in such other manner as the City designates (in any event,
in such a manner as may be limited by any covenants made by the City in connection
with the EC Bonds).
26. BONDS AND FUTURE AMENDMENTS
The City and the Partnership agree to enter into one or more amendments to this
Agreement as may be necessary or reasonably appropriate, but only to the extent
necessary or reasonably appropriate, to conform with the ordinance(s) governing the
Bonds or any documents related to the Bonds.
[Signature pages follow.]

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EXECUTED as of the Execution Date first written above.
THE CITY OF IRVING
By:
(Seal)
ATTEST:
City Secretary
City Attorney

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THE PARTNERSHIP:

By: Las Colinas Group GP, LLC,

its General Partner
By:
Name:
Title:

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EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
Being a tract of land in the McKinney and Williams Survey, Abstract No. 1056, and being part of
a 25.832 acre tract of land described in deed to the City of Irving, a municipality and a home rule
city in the State of Texas, as recorded in Volume 2001214, Page 5844, D.R.D.C.T., and all of an
0.863 acre abandonment of Fuller Drive as recorded in City of Irving Ordinance Number ORD-
2008- 8980, D.R.D.C.T., and being more particularly described as follows:
BEGINNING at a point for the northeast end of a corner clip at the intersection of Fuller Drive (a
135 foot wide right-of-way), as recorded in Volume 82073, Page 878, D.R.D.C.T., and Las
Colinas Boulevard (a 110 foot wide right-of-way), as recorded In Volume 2003168, Page 2909,
D.R.D.C.T., from which a 1/2-inch iron rod with yellow plastic cop stamped "Halff Associates,
Inc." (hereinafter referred to as "with cap") found for the southwest end of said corner clip bears
South 32 degrees 21 minutes 27 seconds West, a distance of 56.55 feet, said point being a
southeasterly corner of said 25.832 acre tracts.
THENCE South 32 degrees 21 minutes 27 seconds West, along the north right-of-way line of
said Fuller Drive, a distance of 9.17 feet to a point for corner in the new north right-of-way line of
said Fuller Drive according to said Ordinance Number ORD-2008-8980, said point being the
beginning of a non-tangent circular curve to the right with a radius of 3,748.41 feet, and whose
chord bears South 08 degrees 19 minutes 05 seconds East, a distance of 20.38 feet;
THENCE along said new north right-of-way Iine of Fuller Drive, the following bearings and
distances:

degrees 18 minutes 41 seconds, an arc distance of 20.38 feet to the point of
compound curvature of a non-tangent circular curve to the right with a radius of
West, a distance of 122.39 feet;
Southwesterly along said curve to the right, through a central angle of 85

degrees 40 minutes 43 seconds, an arc distance of 134.58 feet to a point or
corner;
South 77 degrees 12 minutes 11 seconds West, a distance of 391.96 feet to a

point for the beginning of a circular curve to the right with a radius of 88.14 feet,
and whose chord bears North 75 degrees 08 minutes 54 Seconds West, a
Northwesterly, along, said curve to the right, through a central angle of 55

corner at the intersection of said Fuller Drive, and State Highway No. 114 (also
referred to as John Carpenter Freeway, a variable width right-of-way), said
corner being the point of compound curvature of a non- tangent circular curve to
the right with a radius of 3,669.72 feet, and whose chord bears North 07 degrees

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THENCE Northerly, along the east right-of-way line of said State Highway No. 114, and along
said curve to the right, through a central angle of 10 degrees 25 minutes 49 seconds, an arc
THENCE North 01 degree 45 minutes 58 seconds West, along said east right-of-way line, a
THENCE North 00 degrees 16 minutes 16 seconds West, along said east right-of-way line, a
distance of 449.64 feet to point for corner, from which a 1/2-inch iron rod with cap stamped
"Prism Survey" found for the northwest corner of said 25.832 acre tract bears North 00 degrees
THENCE departing said east right-of-way line, and over and across said 25.832 acre tract, the
following bearings and distances:

point for the beginning of a non-tangent circular curve to the left with a radius of
43,943.00 feet; and whose chord bears North 23 degrees 50 minutes 37 seconds
Northeasterly, along said curve to the left, through a central angle of 00 degrees
33 minutes 18 seconds, an arc distance of 425.68 feet to a point for the
beginning of a non-tangent circular curve to the right with a radius of 35.96 feet,
and whose chord bears South 67 degrees 20 minutes 31 seconds East, a

degrees 36 minutes 48 seconds, on arc distance of 1.64 feet to point for corner;

point for the beginning of a non-tangent circular curve to the right with a radius of

corner in the west right- of-way line of said Las Colinas Boulevard;
THENCE South 23 degrees 58 minutes 11 seconds West, along said west right-of-way line, a
distance of 368.11 feet to a point for the beginning of a circular curve to the left with a radius of
1,687.02 feet, and whose chord bears South 06 degrees 04 minutes 55 seconds West, a
distance of 1,036.35 feet;
THENCE SOUTHERLY, ALONG SAID CURVE TO THE LEFT, AND ALONG SAID WEST
RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 35 DEGREES 46 MINUTES 32
SECONDS, AN ARC DISTANCE OF 1,053.38 FEET TO THE POINT OF BEGINNING AND
CONTAINING 772,074 SQUARE FEET, OR 17.724 ACRES OF LAND, MORE OR LESS.

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EXHIBIT B
LIST OF THE APPROVED PLANS
[LCG will provide a list of Approved Plans]
None.

ENTERTAINMENT CENTER LEASE AGREEMENT Page B-1
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EXHIBIT C
60-40 RESTAURANTS

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EXHIBIT D
FIXED RENT DURING SECOND AND THIRD RENEWAL TERMS
The Fixed Rent payable for each month during each of the second Renewal Term and
the third Renewal Term shall be the prevailing rental rate (the Prevailing Rental Rate) at the
commencement of such Renewal Term for entertainment venues of comparable quality, size,
and uses as the Entertainment Center. Not earlier than 24 months, nor later than 18 months,
prior to the scheduled expiration of the first or second Renewal Term, as applicable, the
Partnership shall deliver to the City in writing a proposed Prevailing Rental Rate for the
upcoming Renewal Term (the Partnership PRR) and supporting information evidencing the
Partnership’s determination of its Partnership PRR. Within 30 days after receipt of the
Partnership’s notice of its Partnership PRR, the City shall notify the Partnership in writing
whether the City accepts the Partnership PRR and, if not, the notice must include the City’s
determination of the Prevailing Rental Rate (the City PRR), together with supporting information
evidencing the City’s determination of its City PRR. If the City and the Partnership do not agree
on the determination of the Prevailing Rental Rate, the parties shall negotiate in good faith to
determine the Prevailing Rental Rate for the upcoming Renewal Term; provided, that if the
parties do not agree upon the Prevailing Rental Rate for the upcoming Renewal Term within 30
days after the City’s notice to the Partnership of the City PRR, then the determination of the
Prevailing Rental Rate will be made in accordance with the following provisions:
(a) The City and the Partnership shall each mutually approve a qualified
commercial/retail broker with at least ten years experience in the Irving-Dallas-Fort
Worth area (a Qualified Broker, the Qualified Broker so mutually approved being the
Approved Broker). Within 30 days after being mutually approved, the Approved
Broker shall deliver written notice to the City and the Partnership stating whether the
City PRR or the Partnership PRR is closer to the Approved Broker's determination of
the Prevailing Rental Rate, which PRR selected by the Approved Broker will be the
Prevailing Rental Rate for the upcoming Renewal Term.. The Approved Broker shall
not provide to the City or the Partnership a copy of, or otherwise disclose to the public,
its determination of the Prevailing Rental Rate or the method by which it made its
determination. The Approved Broker’s decision is final and binding on the City and the
Partnership.
(b) If the City and the Partnership do not mutually approve an Approved
Broker within 60 days after the City’s notice to the Partnership of the City PRR, then
each party shall select a Qualified Broker. The two Qualified Brokers shall jointly
approve a third Qualified Broker to serve as the Approved Broker in accordance with the
provisions of clause (a) above. If the two Qualified Brokers are unable to agree upon a
third Qualified Broker to serve as the Approved Broker within 10 days after being
appointed, then either party may appeal to the President of the Dallas Chapter of the
American Arbitration Association and request that he select a Qualified Broker to serve
as the Approved Broker, which selection will be binding on the parties.
The Partnership shall pay all costs incurred by the Approved Broker mutually approved
by the City and the Partnership. Each party shall pay the costs incurred by the Qualified Broker
it appoints and 50% of the costs incurred by the Approved Broker mutually approved by the
Qualified Brokers or selected by the President of the Dallas Chapter of the American Arbitration
Association.

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15
AGENDA ITEM SUMMARY

Recommending Department: Intergovernmental Services LSR No: 10722
Resolution -- Approving an Agreement Between the City of Irving and

HillCo Partners for Legislative Services
1. This item supports Goal No. 8: Sound Governance
2. Impact: HillCo Partners will work with staff to advance the City’s legislative agenda
including protecting city revenue, blocking unfunded mandates and infringements on
sovereign immunity, and enhancing our code enforcement and public safety
capabilities.
3. HillCo Partners will assist in preparing city officials who testify before the Texas
Legislature.
4. HillCo Partners will assist in the passage of legislative initiatives that are proposed and
identified by staff, and monitor and track legislation that impacts Irving’s interests
during the regular session and any called special sessions.
5. HillCo Partners will also provide analysis and tracking of legislative actions and
decisions which could have an effect on Irving’s legislative strategies.
6. As directed by staff, HillCo Partners will monitor, by attendance, at meetings and
otherwise, state legislative and regulatory bodies considering legislation and/or
rulemaking which would impact Irving’s legislative affairs objectives and interests.
7. Funding in the amount of $86,700.00 per annum for two years is available in the
General Fund.
Recommendation
Contract Required: Yes Review Completed By: Carrie Morris
Previous Action: Approved Council Action:
.
ATTACHMENTS:
HillCo CONTRACT FOR PUBLIC AFFAIRS CONSULTING SERVICES (DOC)

1001-1001-561501-100 Budget: $173,500 Actual: $173,500
Prepared: 7/26/2010 09:48 AM by Kathryn Guerra
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CITY OF IRVING
WHEREAS, HillCo Partners will work with staff to advance the City’s legislative agenda
including protecting city revenue, blocking unfunded mandates and infringements on sovereign
immunity, and enhancing our code enforcement and public safety capabilities; and
WHEREAS, HillCo Partners will represent the City of Irving in dealings with elected and
appointed officials, legislative staff, and interested stakeholders on matters identified as legislative
priorities by the City; and
WHEREAS, HillCo Partners has the ability and qualifications to provide consulting services to
assist the City of Irving in meeting its goals for the 2011 Texas Legislative Session;

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the attached agreement between the City of
Irving and HillCo Partners for legislative services in the amount of $14,450.00 for the
period of August 22, 2010, through September 30, 2010, in the amount of $86,700.00
for the period of October 1, 2010, through September 30, 2011, and in the amount of
$72,250.00 for the period of October 1, 2011, through August 31, 2012, subject to
funds being appropriated in Fiscal Years 2010-11 and 2011-12, and the Mayor is
authorized to execute said agreement.
SECTION II. THAT this expenditure shall be charged to Account No. 1001-1001-561501-100.
__________________________________
Max S. Duplant, CPA
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on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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CONTRACT FOR PUBLIC AFFAIRS CONSULTING SERVICES
Attachment: HillCo CONTRACT FOR PUBLIC AFFAIRS CONSULTING SERVICES (3507 : 30: Approving an Agmt with Hillco Partners)
(City of Irving, Texas)
This contract is made the 22nd day of August 2010, between the City of Irving, Texas,
having its principal place of business at 825 West Irving Boulevard, Irving, Texas 75060
(hereinafter “Client”) and HillCo Partners having its principal place of business at 823
Congress Ave. Suite 900 Austin, TX 78701 (hereinafter “Consultant”) for the provision
of public affairs consulting services related to the Client.
1. Services. Consultant will provide the services described below:
a. At the direction of Client, represent the Client in dealings with elected and
appointed officials, legislative staff, and interested stakeholders regarding
projects as identified by the Client.
b. Provide analysis and tracking of governmental actions and decisions which

could have an effect on the governmental affairs strategy of the Client.
c. Advise Client on legislative actions contemplated and taken with respect to

Client’s objectives.
d. Assist in the development of a strategy to accomplish Client’s governmental

affairs goals and objectives.
e. Assist the Client in the furtherance of initiatives that are proposed and
identified by the Client regarding the funding of the entertainment venue
and related projects.
f. Consult with Client regarding the effectiveness of its relationships with

elected officials, processes, and the political environment relative to Client
initiatives. Identify and implement strategies to enhance Client profile with
targeted individuals and entities including the arrangement of periodic visits
and/or functions with key legislators and staff.
g. Use best efforts to provide information and educate decision makers with
regard to Client’s interests and governmental affairs. Client will work to
ensure Consultant has appropriate information and data to assist efforts in
this regard. It is understood and agreed Consultant will not make
representations or statements on Client’s behalf without prior authorization
to do so.
h. Monitor, by attendance at meetings and otherwise, legislative and regulatory

bodies considering legislation and/or rulemaking which would impact
Client’s governmental affairs objectives and interests.
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i. Monitor and track initiatives that impact Client’s interests during the term of
the Agreement. Such initiatives will be identified by Client or Consultant as
having a potential material impact on Client’s interests.
j. Consultant will assist in preparing city officials who testify on information

relative to the initiatives Consultant is assigned and responsible. As part of
this preparation, the Consultant will assist in formulating written and verbal
testimony for city officials who provide testimony to legislative and
administrative bodies.
2. Client Support and Communication. Consultant will provide Client both

written and verbal status reports on all matters affecting their stated interests. Consultant
will attend Client meetings, as requested and schedule permitting, to assure timely and
effective communications.
3. Legal Services. It is understood and agreed that Consultant is being

retained hereunder to provide governmental consulting services and not primary legal
advice or services to Client. In the event that legal opinions or financial analysis are
needed at any time with respect to Client’s interests, the decision to seek additional
professional advice and services, and from whom, shall rest exclusively with Client.
4. Expansion of Scope of Work. Should representation expand significantly

beyond the contemplated scope outlined in the Agreement, both parties will mutually
agree to discuss the role of the expanded services and agree, if necessary, to discuss the
payment of additional compensation during this event. It is understood that the
Consultant works independently of any additional consultants the Client may have under
contract.
5. Term. This Agreement is effective for the period from August 22, 2010
through August 31, 2012. It may be renewed at the expiration of the contract upon the
written consent of both parties. Either party may terminate the contract by giving thirty
(30) days’ written notice to the other party.
6. Compensation. In consideration for the performance of services, fees shall

be paid by Client as follows:
a. Seven thousand and two hundred twenty five dollars per month ($7,225.00),
includes expenses, for the duration of the contract. The fee will be billed on or
about the first of each month. Reimbursement of expenses shall be in
accordance with Client’s reimbursement policies, as applicable.
b. Entertainment venue and related governmental and legislative affairs services

shall be considered a separate and payable expense in accordance with all
applicable law and Client policies.
c. Payment shall be made to HillCo Partners.
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7. Independent Contractor Relationship. It is understood by the parties that
Consultant is an independent contractor for the purposes of any federal and/or state laws
including tax laws, and that Consultant is not in any way an employee, full or part-time of
Client. The Consultant may not delegate this consulting services agreement to another
entity without the expressed written consent of Client during the prescribed term of the
Agreement.
8. State Law. Under Texas and federal law there are various requirements
imposed on persons and organizations that interact with state officials, especially where
an attempt is made to influence legislation or contracts. In this regard, Consultant will
promptly inform Client when any such filings are necessary and shall seek registration
with respect to the services to be performed on Client’s behalf. Consultant agrees to
perform its obligations under this contract in compliance with all applicable laws.
9. Lobby Activities and Reporting.
a. The Texas ethics law and rules adopted by the Texas Ethics Commission
require the Consultant to report compensation or reimbursement paid to
Consultant for the purpose of directly communicating with members of the
legislative or executive branch. Texas Ethics Commission Rules provide
that a registrant receiving compensation or reimbursement for purposes
other than lobby activities may reasonably determine the amount of
compensation attributable to lobby activities and report only that amount.
The rules define “lobby activity” as “Direct communication with one or
more members of Texas legislative or executive branch to influence
legislation or administrative action and activities in preparing for such direct
communication.”
The statutory term “lobby activity” does not include, for example, the
following activities performed on the Client’s behalf:
• Any effort to influence purchasing decisions by a state agency

• Daily monitoring of legislation and/or executive actions
• Giving sworn testimony before executive or legislative bodies
• Legal consultation, briefings, and documentation
• Analysis of political races and fundraising efforts on behalf of PACs
and/or individual candidates
• Attending and preparing for board meetings
• Negotiation sessions
• Arranging meetings with various state or federal officials to brief them
on areas of interest to the Client
• Any other action taken which is not designed specifically to influence
legislative or executive action.
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b. The Consultant will allocate on a reasonable basis, as allowed by the rules,
the amount of the retainer paid to the Consultant that is being paid for
“lobby activities.” Based upon Consultant’s experience representing other
clients, the Consultant believes thirty (30) percent will be a reasonable
estimate of the monthly retainer attributable to “lobby activities.” It is
understood and agreed that the Consultant’s activities will be monitored
from time to time so that any change in the amount of time spent on lobby
activities as defined by the rules of the Texas Ethics Commission will be
detected and updated, if necessary.
10. Confidentiality. If a party provides information or materials indicated to be

confidential, the receiving party will maintain the confidentiality of such matters and not
disclose any such information except in proper performance of this contract and as
required by law.
11. Conflicts of Interest. By signing this Agreement, Client is consenting to

the representation of multiple clients by the Consultant, and Consultant is confirming that
no direct conflicts of interest currently exist. If any such conflict should arise, Consultant
agrees to bring that fact immediately to the attention of the Client for resolution.
Consultant will exercise extreme care to avoid conflicts, unintended or otherwise, which
arise, if ever, in the future. It is acknowledged that Consultant does now represent and
has for a number of years represented corporate entities and such representation is
expressly consented to by Client herein. Consultant will be able to monitor, track, and
advise the Client; however, the Consultant’s role may be limited on certain subject
matters if a direct conflict of interest arises in the future. Consultant agrees to fully
comply with the Texas ethics laws concerning conflicts of interests.
12. Termination. Either party may terminate this agreement upon thirty (30)
days’ written notice to the other. The Client may also terminate this contract with fifteen
(15) days’ notice if termination is caused due to a conflict of interest.
13. Entire Agreement and Modifications. This Agreement contains the entire
agreement and understandings of the parties with respect to the subject matter hereof and
supersedes all prior or contemporaneous agreements or understandings, whether oral or
written, negotiations and discussions. This Agreement may not be modified, rescinded or
terminated orally, and no modification, rescission, termination or attempted waiver of any
provision hereof (including this section) shall be valid unless in writing and signed by the
parties hereto.
14. Indemnification. CONTRACTOR SHALL INDEMNIFY, DEFEND,

AND HOLD THE CITY AND ITS OFFICERS, AGENTS, VOLUNTEERS, AND
EMPLOYEES COMPLETELY HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES, LOSSES, SUITS, CLAIMS, JUDGMENTS, FINES, OR DEMANDS
ARISING BY REASON OF INJURY OR DEATH OF ANY PERSON, DAMAGE TO
ANY PROPERTY, OR DAMAGE TO INTANGIBLES (DAMAGE TO BUSINESS,
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DEFAMATION, ETC.), INCLUDING ALL REASONABLE COSTS FOR
INVESTIGATION AND DEFENSE THEREOF (INCLUDING, BUT NOT LIMITED
TO, ATTORNEY FEES, COURT COSTS, AND EXPERT FEES), OF ANY NATURE
WHATSOEVER ARISING OUT OF OR INCIDENT TO THIS AGREEMENT, WHICH
ARE THE RESULT OF ACTS OF NEGLIGENCE OF CONTRACTOR, ITS
EMPLOYEES, OR AGENTS. CONTRACTOR SHALL GIVE TO THE CITY
REASONABLE NOTICE OF ANY SUCH CLAIMS OR ACTIONS. CONTRACTOR
SHALL USE LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE CITY IN
CARRYING OUT ITS OBLIGATIONS HEREUNDER. THE PROVISIONS OF THIS
SECTION SHALL SURVIVE THE EXPIRATION OR EARLY TERMINATION OF
THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement through their duly
authorized officers, as of the date set forth above.
City of Irving, Texas HillCo Partners
By: _____________________________ By: _______________________________
Herbert A. Gears
ATTEST:
_______________________________
Shanae Jennings
City Secretary
_______________________________
Charles Anderson
City Attorney
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AGENDA ITEM SUMMARY

Recommending Department: Irving Convention & Visitors Bureau LSR No:
Resolution -- Change Order No. 6 to the Construction Management at Risk

both contractor and owner contingencies. There is a constant evaluation and re-
metal enclosures and base material added to three columns in the first level pre-
function area - $8,804.00; PC 124 – add electrical outlets to coordinate with monitor
locations - $2,417.00; PC 130 – add drip troughs and floor sinks in kitchen area at
the request of the Department of Health - $9,945.00; PC 132 – add chase walls and
fur-outs to conceal piping in office areas - $1,181.00; PC 134 – additional moisture
protection at exterior wall penetrations in 10 locations - $945.00; PC 145 – Add
select electrical circuits to the building network control system - $32,002.00; PC 146
– modifications to the mechanical supply fan and control damper schedules -
$4,164.00; PC 147 – revisions to garage signage package - $1,166.00; PC 148 –
revisions to interior signage package - $3,499.00; and PC 152 – add 34 A/V rigging
points to the fourth level ballroom ceiling to add greater flexibility for room setup and
stage placement - $45,795.00. Total additions: $109,918.00.
5. The scope of work of this change order includes the following deductions: PC 88 –
changes to beverage distribution system at the request of operator’s main chef -
($982.00); PC 111 – reduction in the quantity of fudge and syrup warmers needed
in the concession areas - ($1,801.00); PC 127 – dimensional modifications made to
the restroom areas affecting wall thicknesses - ($3,475.00); PC 131 – modifications
to exterior signage package - ($33,731.00); PC 133 – eliminate single mode fiber at
the recommendation of the technology consultant - ($11,221.00); PC 136 – remove
floor drains in walk-in coolers at the request of the Department of Health -
($8,564.00); and PC 142 – revise wood ceiling reveals on the third level -
($7,469.00). Total deductions: ($67,243.00).
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6. These revisions will add a net total of $42,675.00 to the contract GMP (guaranteed
maximum price). This is within the project budget owner’s contingency and the
overall project budget will not be exceeded.
contingency balance remains at $1,289,933.00. (The contingency balances include
all change order adjustments to date being approved.)
8. Funding in the amount of $42,675.00 is available in the Convention Center
Recommendation
Previous Action: 1-24-08-025 Council Action: Awarded agreement for CMAR
Res-2008-311 Approved Amendment No. 1 including award of
BP 01 (steel).
BP 02 (civil work).
BP 03 (copper panels/concrete piers).
BP 04 (structural concrete).
BP 05 (core and shell including curtainwall, MEP,
elevators).
BP 06/06A (finishes/balance of project).
Res-2009-171 Approved Amendment No. 7 included an
adjustment to previous bid packages
(addendums 3,4,5 and 6 to BP 06/06A) and also
incorporated numerous cost-saving ideas (both
value engineering and scope reduction) from the
design and construction team.
adjustment to previous bid packages and
incorporated numerous cost savings ideas as
well as setting the Gross Maximum Price (GMP)
for the overall project and established a
Substantial Completion Date of January 7, 2011.
Res-2009-377 Approved Change Order No. 1 included an
underground utility initiative and the construction
of a 48” sanitary sewer transmission line which
will benefit the Irving Convention Center project
as well as other projects in the vicinity.
Res-2009-488 Approved Change Order No. 2 included various
additions and deductions to the scope of the
project.
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project.
project.
project.
ATTACHMENTS:
A. RES Austin Change Order No. 6 (PDF)
B. Beck Recommendation Letter (PDF)

4002-1001-71101-908049 Budget: $42,675.00 Actual: $42,675.00
Prepared: 6/23/2010 05:08 PM by Jane Kilburn
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CITY OF IRVING
WHEREAS, the construction of the Irving Convention Center promotes tourism and the
convention and hotel industry;

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves Change Order No. 6 to the contract between
the City of Irving and Austin Commercial, L.P., in the amount of $42,675.00 for
various changes to the Construction Management at Risk contract for construction
management services to construct the Irving Convention Center, and the Mayor is
authorized to execute the attached Change Order.
__________________________________
Max S. Duplant, CPA
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on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: A. RES Austin Change Order No. 6 (3442 : 35 - Change Order No. 6 to Austin Commercial)
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Attachment: B. Beck Recommendation Letter (3442 : 35 - Change Order No. 6 to Austin Commercial)
To: Maura Gast, Exec Dir ICVB
1807 Ross Avenue
From: Bob Kuykendall AIA, Sr Development Mgr Suite 500
Date: 23 June 2010 Dallas, Texas 75201-8006
Re: Irving Convention Center at Las Colinas 214.303.6200
214.303.6300 fax
Recommendation for Approval of Change Order #6 beckgroup.com
Maura:
We are enclosing three signed copies of Change Order No. 6 from Austin
Commercial, L.P. for change-of-scope work involving the CMAR contract. Beck has
reviewed this proposed change order and is recommending approval by the City of
Irving.
These revisions will add $42,675 to the Contract GMP. However, these added
costs will not cause the owner’s overall project budget to be exceeded, as these
revisions will be funded from the owner’s project contingency.
Briefly, the scope of work impacted by this Change Order No. 6 is as follows:
PC-088 Changes to beverage distribution system at the request of (982)

SMG’s chef
PC-102 Metal enclosures and base material added to three columns in 8,804
the first level prefunction area
PC-111 Reduction in the quantity of fudge and syrup warmers needed (1,801)
in the concession areas
PC-124 Addition of electrical outlets to coordinate with monitor locations 2,417
PC-127 Dimensional modifications made to the restroom areas (3,475)

affecting wall thicknesses
PC-130 Addition of drip troughs and floor sinks in kitchen area at the 9,945
request of the Department of Health
PC-131 Modifications to the exterior signage package (33,731)
PC-132 Addition of chase walls and fur-outs to conceal piping in office 1,181
areas
PC-133 Eliminate single mode fiber at the recommendation of the (11,221)

technology consultant
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PC-134 Additional moisture protection at exterior wall penetrations in 10 945

locations
PC-136 Removal of floor drains in walk-in coolers at the request of the (8,564)
Department of Health
PC-142 Revision to the wood ceilings reveals on the third level (7,469)
PC-145 Addition of select electrical circuits to the building network 32,002
control system
PC-146 Modifications to the mechanical supply fan and control damper 4,164
schedules
PC-147 Revisions to garage signage package 1,166
PC-148 Revisions to interior signage package 3,499
PC-152 34 A/V rigging points added to the fourth level ballroom ceiling 45,795
to add greater flexibility for room setup and stage placement
Amount of this Change Order No. 6: $42,675
Revised GMP contract amount: $114,290,147
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AGENDA ITEM SUMMARY

Recommending Department: Irving Convention & Visitors Bureau LSR No:
Resolution -- Change Order No. 7 to the Construction Management at Risk

both contract and owner contingencies. There is a constant evaluation and re-
add a mechanical room to the food/beverage support room #202 as requested by
the Department of Health - $19,046.00; PC 156 – add a hand washing sink to
food/beverage support room #202 as requested by the Department of Health -
$7,671.00; PC 157 – add additional data cabling to the project for the computer
network at the request of the owner and the operator - $25,645.00; PC 158 –
increase power to the food service equipment at the design team’s request -
$1,764.00; PC 164 – add 4½” stainless steel strip around door jambs in the exhibit
hall for a better finish detail at the request of the architect - $2,942.00; PC 165 add
stainless steel storage baskets and shelving in the kitchen at the request of the food
service consultant - $4,286.00; PC 173 – make adjustments to door hardware at the
request of the building operator - $10,493.00; and PC 175 – modify HVAC dampers
and add access panel in concession areas and restrooms per designer team’s
request - $15,053.00. Total additions: $86,900.00
5. The scope of work of this change order includes the following deductions: PC 166
– change one LCD monitor from 32” to 21” and miscellaneous millwork details per
the architect’s request - ($42.00); PC 171 – move power supply boxes in exhibit hall
to a higher elevation per building operator’s suggestion - ($16,214.00); PC 174 –
delete specific 10” wide metal soffits that cannot be seen, serve no functional
purpose, and are difficult to install - ($48,830.00); PC 176 – modify the corner
details for the CMU work - ($1,665.00); PC 183 – modify CMU insulation
specification to provide an easier installation method - ($3,453.00); and PC 185 –
delete vertical moisture barrier at select paving areas as recommended by the
geotechnical engineer - ($51,124.00). Total deductions: ($121,328.00)
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6. These revisions will result in a net reduction of ($34,428.00) to the contract GMP
(guaranteed maximum price). This is within the project budget owner’s contingency
and the overall project budget will not be exceeded.
contingency will be $1,289,933.00. (The contingency balances include all change
order adjustments to date being approved.)
8. Funding in the amount of ($34,428.00) is available in the Convention Center
Recommendation
Previous Action: 1-24-08-025 Council Action: Awarded agreement for CMAR
BP 01 (steel).
BP 02 (civil work).
BP 03 (copper panels/concrete piers).
BP 04 (structural concrete).
BP 05 (core and shell including curtainwall, MEP,
elevators).
BP 06/06A (finishes/balance of project).
adjustment to previous bid packages
(addendums 3, 4, 5 and 6 to BP 06/06A) and also
incorporated numerous cost-saving ideas (both
value engineering and scope reduction) from the
design and construction team.
adjustment to previous bid packages and
incorporated numerous cost savings ideas as
well as setting the Gross Maximum Price (GMP)
for the overall project and established a
Substantial Completion Date of January 7, 2011.
Res-2009-377 Approved Change Order No. 1 included an
underground utility initiative and the construction
of a 48” sanitary sewer transmission line which
will benefit the Irving Convention Center project
as well as other projects in the vicinity.
project.
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additional and deductions to the scope of the
project.
project.
project.
.
ATTACHMENTS:
A. RES Austin Change Order No. 7 (PDF)
B. Beck Recommendation Letter (PDF)

4002-1001-71101-908049 Budget: ($34,428.00) Actual: ($34,428.00)
Prepared: 7/27/2010 03:12 PM by Jane Kilburn
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CITY OF IRVING

IRVING, TEXAS;
SECTION I. THAT the City Council hereby approves Change Order No. 7 to the contract between
the City of Irving and Austin Commercial, L.P., in the net reduction amount of
$34,428.00 for various changes to the Construction Management at Risk contract for
construction management services to construct the Irving Convention Center, and the
Mayor is authorized to execute the attached Change Order.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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To: Maura Gast, Exec Dir ICVB

From: Bob Kuykendall AIA, Sr Development Mgr
Date: 27 July 2010
Re: Irving Convention Center at Las Colinas
1807 Ross Avenue
Recommendation for Approval of Change Order #7 Suite 500
Dallas, Texas 75201-8006
Maura: 214.303.6200
214.303.6300 fax
We are enclosing three signed copies of Change Order No. 7 from Austin beckgroup.com
Commercial, L.P. for change-of-scope work involving the CMAR contract. Beck has
reviewed this proposed change order and is recommending approval by the City of
Irving.
These revisions will deduct $34,428 to the Contract GMP. These revisions will be
added back to the owner’s project contingency.
Briefly, the scope of work impacted by this Change Order No. 6 is as follows:
PC-140 Add a mechanical room to the food/beverage support room 19,046

#202 as requested by the Department of Health.
PC-156 Add a hand washing sink to food/beverage support room #202 7,671
as requested by the Department of Health.
PC-157 Add additional data cabling to the project for the computer 25,645
network at the request of the owner and the operator.
PC-158 Increase power to the food service equipment at the design 1,764
team’s request.
PC-164 Add 4½” stainless steel strip around door jambs in the exhibit 2,942
hall for a better finish detail at the request of the architect.
PC-165 Add stainless steel storage baskets and shelving in the kitchen 4,286
at the request of the food service consultant.
PC-166 Change one LCD monitor from 32” to 21” and miscellaneous -42
millwork details per the architect’s request.
PC-171 Move power supply boxes in exhibit hall to a higher elevation -16,214
per building operator’s suggestion.
PC-173 Make adjustments to door hardware at the request of the 10,493

building operator.
PC-174 Delete specific 10” wide metal soffits that cannot be seen, -48,830
serve no functional purpose, and are difficult to install.
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PC-175 Modify HVAC dampers and add access panel in concession 15,053
areas and restrooms per designer team’s request.
PC-176 Modify the corner details for the CMU work. -1,665
PC-183 Modify CMU insulation specification to provide an easier -3,453

installation method.
PC-185 Delete vertical moisture barrier at select paving areas as -51,124
recommended by the geotechnical engineer.
Amount of this Change Order No. 6: ($34,428)
Revised GMP contract amount: $114,255,719
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AGENDA ITEM SUMMARY

Recommending Department: Police LSR No: N/A
Resolution -- Renewing Annual Contracts with GT Distributors, Inc., for

Police Ammunition
2. This item has been recommended by Police.
3. Impact: This contract provides the ammunition for firearms used by police officers
to carry while on-duty, to conduct training, and for required qualification.
4. This renewal establishes the continuation of annual contracts to provide ammunition
for patrol officers and tactical personnel. The original contracts were awarded on
the basis of competitive bids.
5. GT Distributors continues to deliver ammunition in a timely manner in spite of
increased shortages during wartime, and their pricing remains competitive.
6. The annual estimated amount will be $186,000.00 for these one-year contracts, and
funding will be available in the General Fund.
Vendor Item(s) Est. Award
GT Distributors, Inc., Patrol Ammunition 1-3, 6-9, 11-16 $ 82,099.00
GT Distributors, Inc., Tactical Ammunition 1-5 $103,901.00
Recommendation
Contract Required: N/A Review Completed By: N/A
Previous Action: 2009-387 and 2009-536 Council Action: Approved first renewal and award
Comments: #228-10F is the last renewal option for the original police ammunition contract.
The Tactical personnel ammunition was not part of the original annual contract because the
quantities at that time did not warrant an annual contract and these items were purchased at
the market price as needed. However, since that time, quantities for some of the ammo used
by Tactical personnel increased as that same ammo is now used in patrol rifles. To avoid
price increases for the original ammo bid, a separate annual contract was processed to obtain
best pricing for the Tactical personnel ammunition with the increased quantities. Ammunition
is such a specialty commodity that only a few vendors will commit to annual pricing, and it is
convenient that the same vendor was awarded both contracts. When GT Distributors was
asked if they will renew their contracts for the same or better pricing, GT Distributors agreed
to renew at the same pricing, but was unable to lower since their costs and demands for
ammunition have increased. Purchasing asked GT Distributions if we combined both
contracts and re-bid at this time, would they hold, lower, or raise their pricing. GT Distributors
Packet Pg. 506

18
responded that they would probably take a more thorough look to process a new bid, and
most likely would increase their pricing as their costs have increased, but again, they will
renew at the same pricing for another year. Ammunition is such a specialty item that only two
vendors submitted bids in 2007 with only one vendor submitting pricing for all items
requested, and only one vendor submitted a bid in 2008 for the added Tactical personnel
ammunition. Since this renewal will exhaust the renewal options for the original contract, both
contracts will be combined and the Police Ammunition will be re-bid next year.

1001-0481-52601-200 Budget: $0.00 Actual: $0.00
Subject only to funds being appropriated in FY 2010-11.
Purchase orders will be issued as needed for annual contracts.
Prepared: 7/19/2010 12:20 PM by Marsha Hughes
Last Updated: 7/30/2010 12:02 PM by Darlene Rush
Packet Pg. 507

18
CITY OF IRVING

SECTION I. THAT the City Council hereby renews the annual contracts with GT Distributors,
Inc., for Items 1-3, 6-9, and 11-16 in the net estimated amount of $82,099.00 for the
period of October 1, 2010, through September 30, 2011, subject to funds being
appropriated for Fiscal Year 2010-11, for Patrol Ammunition, and for Items 1-5 in the
net estimated amount of $103,901.00 for the period of October 1, 2010, through
September 30, 2011, subject to funds being appropriated in Fiscal Year 2010-11, for
Tactical Ammunition, and awards the renewal contracts to said company in said
amounts, and authorizes the Mayor to execute any necessary contracts.
SECTION II. THAT these expenditures shall be charged to Account No. 1001-0481-52601-200.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 508

19
AGENDA ITEM SUMMARY

Recommending Department: Police LSR No:
Resolution -- Approving Purchase from Waukesha-Pearce Industries, Inc.,

for a Standby/Emergency Generator for the Criminal Justice Center
through the Houston-Galveston Area Council of Governments (H-GAC)
Interlocal Cooperative Purchasing Program
1. This item supports Strategic Goals No. 4: Safe and Secure City and 10:
2. This item has been recommended by Police – Emergency Management.
3. Impact: The Criminal Justice Center will have a highly reliable, right-sized
generator system to provide emergency electrical power when needed to maintain
normal operations, which will result in an overall reduction in operating costs,
increased dependability, and cleaner air.
4. The Generac bi-fuel generator system is the same system that is installed at the
Civic Center and offers a number of advantages over conventional systems by
operating as a diesel engine with natural gas augmentation, which will result in
lower emissions, lower fuel consumption, and will require a much lower fuel storage
capacity to provide 72 hours run time.
6. Funding in the net amount of $159,964.00 is available in the 2008 Urban Area
Security Initiative (UASI) Grant Fund.
Recommendation
Comments: The original Generac bi-fuel generator system for the Civic Center was selected
through the competitive bid process. The vendor provided the pricing summary with terms
and conditions that were reviewed and approved for acceptance by the Attorney’s Office.
Purchasing assigned #221D-10F to this item for tracking purposes.
ATTACHMENTS:
Vendor Pricing Summary (PDF)
Packet Pg. 509

19

2076-0491-75501-9156 Budget: $159,964.00 Award: $159,964.00
P0186995
Prepared: 2/15/2010 10:08 AM by Marsha Hughes
Packet Pg. 510

19
CITY OF IRVING

SECTION I. THAT the City Council hereby approves the purchase from Waukesha-Pearce
Industries, Inc., in the net amount of $159,964.00 for the purchase of a
Standby/Emergency Generator for the Criminal Justice Center, through the Houston-
Galveston Area Council of Governments (H-GAC) Interlocal Cooperative Purchasing
Program, and awards the contract to said company in said amount, and authorizes the
Mayor to execute any necessary contract.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 511

19.a
Packet Pg. 512

Attachment: Vendor Pricing Summary (3256 : 30P04 Generator System for CJC)
19.a
Packet Pg. 513

19.a
Packet Pg. 514

20
AGENDA ITEM SUMMARY

Recommending Department: Solid Waste Services LSR No: N/A
Resolution -- Renewing the Annual Contract with IESI TX Corporation for

the Sale of Capacity at the Hunter Ferrell Landfill
1. This item supports Strategic Goals No. 8: Sound Governance and No. 10:
2. This item has been recommended by Solid Waste Services.
3. Impact: This service provides revenue to the City and helps to improve operational
efficiency of the landfill by maintaining the ratio of trash to cover soil at an optimal
level with no increase in manpower or equipment, or decrease in the landfill life
beyond normal usage. Revenue rate was increased by a 5% escalation factor per
the terms of the contract.
4. This renewal establishes the continuation of an annual contract to provide for the
sale of capacity at the Hunter Ferrell Landfill at $15.71 per ton. The original
contract was awarded on the basis of competitive bids.
5. Revenue in the net estimated annual amount of $1,570,800.00 will be deposited in
the Solid Waste Enterprise Fund.
Recommendation
Previous Action: 2009-354 Council Action: Approved fourth renewal
Comments: The materials provided by the vendor have been in conformance with the terms
of the contract, their payments have been timely, and there have no other issues of concern.
Additionally, the current per ton rate has been adjusted by an escalation factor of five percent
and is competitive in the marketplace. This is the fifth of five renewal options for #224M-10F
in the total net estimated revenue amount of $1,570,800.00 for one year.
ATTACHMENTS:
A. Vendor Renewal Letter (PDF)
B. Department Renewal Letter (PDF)

5060-0606-430401-4003 Budget: $0.00 Award: $0.00
Packet Pg. 515

20
Prepared: 7/16/2010 04:49 PM by Marsha Hughes

Last Updated: 7/28/2010 07:10 AM by Darlene Rush
Packet Pg. 516

20
CITY OF IRVING

SECTION I. THAT the City Council hereby renews the annual contract with IESI TX Corporation
in the net estimated revenue amount of $1,570,800.00 for the period of October 1,
2010, through September 30, 2011, for Sale of Capacity at the Hunter Ferrell Landfill,
and awards the renewal contract to said company in said amount, and authorizes the
SECTION II. THAT this revenue shall be deposited in Account No. 5060-0606-430401-4003.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 517

20.a
Packet Pg. 518

Attachment: A. Vendor Renewal Letter (3489 : 30P06 Sale of Capacity at Landfill)
20.b
Packet Pg. 519

Attachment: B. Department Renewal Letter (3489 : 30P06 Sale of Capacity at Landfill)
21
AGENDA ITEM SUMMARY

Recommending Department: Intergovernmental Services LSR No: N/A
Resolution -- Approving and Accepting the Bid of Adcon Signs, Inc., for the
Fabrication and Installation of Wayfinding Signs
1. This item supports Strategic Goals No. 3: Economic Development, No. 4: Safe and
Secure City, No. 9: Infrastructure Network, and No. 10: Environmentally Sustainable
Community.
2. This item has been recommended by Intergovernmental Services - Public Works
and Transportation.
3. Impact: These 29 custom designed and architecturally enhanced signs will provide
wayfinding guidance to resident and visitor motorists to selected venues of
particular relevance to Super Bowl XLV.
4. These signs will provide direction and information that will enhance the city’s
transportation infrastructure, reduce unnecessary travel, promote safety for
motorists, and encourage use and patronage of city venues and facilities.
5. Funding in the net amount of $146,618.78 is available in the Non-Bond CIP Fund.
Recommendation
Contract Required: Yes Review Completed By: Standard NCLC.
Comments: Purchasing sent solicitations to 572 vendors for ITB #201-10F and received
nine responses. As expected many of the vendors did not respond as these sign assemblies
are highly specialized, and even if qualified, they may not have been able to meet the
completion deadline requirement that is critical for success for this project. The lowest,
responsive responsible bidder meets specifications and is being recommended for award of
Items 1-28 and 30. Item 29 is not being recommended for award. This award also includes a
$15,000.00 contingency allowance, two urban base, flag style fabrication and parts, and two
urban base banner style fabrication and parts. The contingency funds will only be awarded
with prior written approval by City staff.
ATTACHMENTS:
A. Response Summary "As Bid" (PDF)
B. Response Summary "As Recommended for Award" (PDF)
Packet Pg. 520

21

4001-2111-71801-910055 Budget: $240,000.00 Actual: $146,618.78
P0186999
Prepared: 7/16/2010 04:45 PM by Darlene Rush
Packet Pg. 521

21
CITY OF IRVING

SECTION I. THAT the City Council hereby approves and accepts the bid of Adcon Signs, Inc., for
Items 1-28 and 30 in the net amount of $146,618.78 for the Fabrication and
Installation of Wayfinding Signs, and awards the contract to said company in said
amount, and authorizes the Mayor to execute any necessary contract.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 522

Response Summary
201D-10F Fabrication and Installation of Wayfinding Signs As Bid.
Bid Closing Date: July 13, 2010
Darlene Rush, Senior Purchasing Agent, 972.721.3752
Facility Solutions Centerline Supply,

Item Location Adcon Signs, Inc. ArtoGRAFX
Group, Inc. (FSG) Ltd
Northbound O'Connor Road at Eastbound
1 $4,230.00 $4,936.53 $5,548.29 $5,600.00
SH 114
Northbound O'Connor Road at Las Colinas
2 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Blvd
Westbound Las Colinas Blvd at O'Connor
3 $4,230.00 $5,245.01 $5,548.29 $5,600.00
Road
Southbound Riverside Drive South of Spur
4 $4,265.00 $4,814.19 $4,671.58 $5,300.00
348
Southbound Riverside Drive South of La
5 $4,230.00 $4,936.53 $5,548.29 $5,600.00
Villita Blvd.
Westbound Royal Lane East of Riverside
6 $4,230.00 $5,014.16 $5,548.29 $5,600.00
Drive
Eastbound Royal Lane West of Riverside
7 $4,230.00 $5,245.01 $5,548.29 $5,600.00
Drive
Northbound MacArthur Blvd. South of Red
8 $4,265.00 $4,891.82 $4,671.58 $5,300.00
River Trail
Southbound MacArthur Blvd. North of
9 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Avenue of Champions
Southbound MacArthur Blvd. North of Valley
10 $4,230.00 $5,245.01 $5,548.29 $5,600.00
Rancy Pkwy
Northbound MacArthur Blvd. South of Valley
11 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Ranch Pkwy
12 Northbound MacArthur Blvd. North of SH 183 $4,265.00 $5,122.67 $4,671.58 $5,300.00
Southbound MacArthur Blvd. South of
13 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Meadow Creek Dr
Northbound Belt Line Road South of Jackson
14 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Street
Southbound Belt Line Road North of Jackson
15 $4,265.00 $4,891.82 $4,671.58 $5,300.00
Street
Southbound O'Connor Road South of SH
Packet Pg. 523
16 $4,230.00 $4,936.53 $5,548.29 $5,600.00

183
Southbound O'Connor Road North of
17 $4,229.00 $4,936.53 $5,548.29 $5,600.00
Pioneer Dr
21.a
Page
Attachment: A. Response Summary "As 1 of(3488
Bid" 4 : 30P21 AWD Wayfinding Signs)
Response Summary
201D-10F Fabrication and Installation of Wayfinding Signs
*Recommended for
Award.
Item Location *Adcon Signs, Inc. ArtoGRAFX
Southbound O'Connor Road North of Rock
18 $4,229.00 $4,936.53 $5,548.29 $5,600.00
Island (north of railroad underpass)
Eastbound Pioneer Drive West of O'Connor
19 $4,229.00 $5,014.16 $5,548.29 $5,600.00
Road
Westbound Pioneer Drive East of O'Connor
20 $4,229.00 $4,936.53 $5,548.29 $5,600.00
Road
Northbound O'Connor Road South of Rock
21 $4,229.00 $5,014.16 $5,548.29 $5,600.00
Island Road
22 Westbound S.H. 356 East of O'Connor Road $4,229.00 $5,398.73 $5,548.29 $5,600.00
Eastbound 2nd Street West of O'Connor
23 $4,229.00 $5,198.81 $5,548.29 $5,600.00
Road
Southbound MacArthur Blvd. South of SH
24 $4,265.00 $4,814.19 $4,671.58 $5,300.00
183
Southbound MacArthur Blvd. North of Rock
25 $4,264.00 $5,276.44 $4,671.58 $5,300.00
Island Road (north of railroad crossing)
Northbound MacArthur Blvd. South of Rock
26 $4,229.00 $5,629.63 $5,548.29 $5,600.00
Island Road
Eastbound Rock Island Road West of
27 $4,229.00 $5,321.15 $5,548.29 $5,600.00
MacArthur Blvd.
28 Eastbound S.H. 356 East of Rogers Road $4,265.00 $4,891.82 $4,671.58 $5,300.00
Median of Las Colinas Blvd. South of Spur
29 $6,446.00 $7,149.07 $8,849.13 $7,400.00
348 (dual-face)
30 Southbound Riverside Dr. at Spur 348 $4,265.00 $7,795.86 $4,671.58 $5,300.00
Contingency Allowance $15,000.00 $15,000.00 $15,000.00 $15,000.00
Two Urban Base, Flag Style Fab and Parts $5,588.00 $5,632.81 $6,900.00 $9,400.00
Two Urban Base, Banner Style Fab and Parts $5,908.00 $7,709.30 $5,500.00 $9,400.00
One Urban Base, Venue Style Fab and Parts $4,036.00 $7,464.62 $6,000.00 $6,300.00
Total Gross Amount $160,093.00 $191,470.57 $191,752.31 $206,000.00
Payment Term Discount 2% 30 days 2% 30 days Net 30 2% 30 days
Packet Pg. 524
Net Total $156,891.14 $187,641.16 $191,752.31 $201,880.00
21.a
Page
Response Summary
Architectural Reynolds Indoor Inc. NW Sign Industries

Item Location Color-Ad, Inc. YESCO, LLC
Graphics Inc. dba Reynolds Sign Inc.
1 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
SH 114
2 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Blvd
3 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Road
4 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
348
5 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Villita Blvd.
6 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Drive
7 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Drive
8 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
River Trail
9 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Avenue of Champions
10 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Rancy Pkwy
11 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Ranch Pkwy
12 Northbound MacArthur Blvd. North of SH 183 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
13 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Meadow Creek Dr
14 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Street
15 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Street
16 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
183
17 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Packet Pg. 525
Pioneer Dr
21.a
Page
Response Summary

18 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
19 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Road
20 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Road
21 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Island Road
22 Westbound S.H. 356 East of O'Connor Road $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
23 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Road
24 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
183
25 $7,099.00 $7,150.00 $6,624.32 $6,943.00 $11,989.00
26 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Island Road
27 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
MacArthur Blvd.
28 Eastbound S.H. 356 East of Rogers Road $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
29 $7,330.00 $8,686.00 $11,096.00 $13,955.00 $16,489.00
348 (dual-face)
30 Southbound Riverside Dr. at Spur 348 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Contingency Allowance $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00
Two Urban Base, Flag Style Fab and Parts $7,592.00 $11,960.00 $13,638.10 $11,325.00 $14,454.00
Two Urban Base, Banner Style Fab and Parts $7,798.00 $10,894.00 $10,581.98 $8,933.00 $14,454.00
One Urban Base, Venue Style Fab and Parts $5,141.00 $7,234.00 $9,763.06 $9,135.00 $9,664.00
Total Gross Amount $220,333.00 $264,906.00 $276,633.38 $312,370.00 $417,742.00
Payment Term Discount 2% 30 days 2% 30 days 2% 30 days 2% 30 days 3% 10 days
Net Total $215,926.34 $259,607.88 $271,100.71 $306,122.60 $405,209.74
Packet Pg. 526
Note: Bids were also received from Architectural Signing Inc. and Don Bell Signs, but were non-responsive.
This response summary is a listing of those who responded and their pricing. However, the responses have not been evaluated and the bidders have not been
determined to be responsive at this time. After a complete review of the bids, a recommendation for award will be made and posted on-line. Unless stated otherwise
in the solicitation documents, award will be made to the lowest, responsive bidder who is deemed able to meet the requirements and qualifications of the
21.a
Page
Response Summary
201D-10F Fabrication and Installation of Wayfinding Signs As Recommended for Award.
*Recommended for
Award.
1 $4,230.00 $4,936.53 $5,548.29 $5,600.00
SH 114
2 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Blvd
3 $4,230.00 $5,245.01 $5,548.29 $5,600.00
Road
4 $4,265.00 $4,814.19 $4,671.58 $5,300.00
348
5 $4,230.00 $4,936.53 $5,548.29 $5,600.00
Villita Blvd.
6 $4,230.00 $5,014.16 $5,548.29 $5,600.00
Drive
7 $4,230.00 $5,245.01 $5,548.29 $5,600.00
Drive
8 $4,265.00 $4,891.82 $4,671.58 $5,300.00
River Trail
9 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Avenue of Champions
10 $4,230.00 $5,245.01 $5,548.29 $5,600.00
Rancy Pkwy
11 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Ranch Pkwy
12 Northbound MacArthur Blvd. North of SH 183 $4,265.00 $5,122.67 $4,671.58 $5,300.00
13 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Meadow Creek Dr
14 $4,265.00 $4,814.19 $4,671.58 $5,300.00
Street
15 $4,265.00 $4,891.82 $4,671.58 $5,300.00
Street
Packet Pg. 527
16 $4,230.00 $4,936.53 $5,548.29 $5,600.00

183
17 $4,229.00 $4,936.53 $5,548.29 $5,600.00
Pioneer Dr
21.b
Page 1 of
Attachment: B. Response Summary "As Recommended for4 Award" (3488 : 30P21 AWD Wayfinding Signs)
Response Summary
*Recommended for
Award.
18 $4,229.00 $4,936.53 $5,548.29 $5,600.00
19 $4,229.00 $5,014.16 $5,548.29 $5,600.00
Road
20 $4,229.00 $4,936.53 $5,548.29 $5,600.00
Road
21 $4,229.00 $5,014.16 $5,548.29 $5,600.00
Island Road
22 Westbound S.H. 356 East of O'Connor Road $4,229.00 $5,398.73 $5,548.29 $5,600.00
23 $4,229.00 $5,198.81 $5,548.29 $5,600.00
Road
24 $4,265.00 $4,814.19 $4,671.58 $5,300.00
183
25 $4,264.00 $5,276.44 $4,671.58 $5,300.00
26 $4,229.00 $5,629.63 $5,548.29 $5,600.00
Island Road
27 $4,229.00 $5,321.15 $5,548.29 $5,600.00
MacArthur Blvd.
28 Eastbound S.H. 356 East of Rogers Road $4,265.00 $4,891.82 $4,671.58 $5,300.00
29 $7,149.07 $8,849.13 $7,400.00
348 (dual-face)
30 Southbound Riverside Dr. at Spur 348 $4,265.00 $7,795.86 $4,671.58 $5,300.00
Contingency Allowance $15,000.00 $15,000.00 $15,000.00 $15,000.00
Two Urban Base, Flag Style Fab and Parts $5,588.00 $5,632.81 $6,900.00 $9,400.00
Two Urban Base, Banner Style Fab and Parts $5,908.00 $7,709.30 $5,500.00 $9,400.00
One Urban Base, Venue Style Fab and Parts $7,464.62 $6,000.00 $6,300.00
Total Gross Amount $149,611.00 $191,470.57 $191,752.31 $206,000.00
Payment Term Discount 2% 30 days 2% 30 days Net 30 2% 30 days
Packet Pg. 528
Net Total $146,618.78 $187,641.16 $191,752.31 $201,880.00
21.b
Page 2 of
Response Summary

1 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
SH 114
2 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Blvd
3 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Road
4 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
348
5 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Villita Blvd.
6 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Drive
7 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Drive
8 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
River Trail
9 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Avenue of Champions
10 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
Rancy Pkwy
11 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Ranch Pkwy
12 Northbound MacArthur Blvd. North of SH 183 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
13 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Meadow Creek Dr
14 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Street
15 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Street
16 $5,586.00 $7,434.00 $8,152.38 $8,534.00 $11,989.00
183
17 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Packet Pg. 529
Pioneer Dr
21.b
Page 3 of
Response Summary

18 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
19 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Road
20 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Road
21 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Island Road
22 Westbound S.H. 356 East of O'Connor Road $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
23 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Road
24 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
183
25 $7,099.00 $7,150.00 $6,624.32 $6,943.00 $11,989.00
26 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
Island Road
27 $6,987.00 $7,684.00 $8,152.38 $8,505.00 $11,989.00
MacArthur Blvd.
28 Eastbound S.H. 356 East of Rogers Road $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
29 $7,330.00 $8,686.00 $11,096.00 $13,955.00 $16,489.00
348 (dual-face)
30 Southbound Riverside Dr. at Spur 348 $5,699.00 $6,899.00 $6,624.32 $9,233.00 $11,989.00
Contingency Allowance $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00
Two Urban Base, Flag Style Fab and Parts $7,592.00 $11,960.00 $13,638.10 $11,325.00 $14,454.00
Two Urban Base, Banner Style Fab and Parts $7,798.00 $10,894.00 $10,581.98 $8,933.00 $14,454.00
One Urban Base, Venue Style Fab and Parts $5,141.00 $7,234.00 $9,763.06 $9,135.00 $9,664.00
Total Gross Amount $220,333.00 $264,906.00 $276,633.38 $312,370.00 $417,742.00
Payment Term Discount 2% 30 days 2% 30 days 2% 30 days 2% 30 days 3% 10 days
Net Total $215,926.34 $259,607.88 $271,100.71 $306,122.60 $405,209.74
Packet Pg. 530
Note: Bids were also received from Architectural Signing Inc. and Don Bell Signs, but were non-responsive.
determined to be responsive at this time. After a complete review of the bids, a recommendation for award will be made and posted on-line. Unless stated otherwise
in the solicitation documents, award will be made to the lowest, responsive bidder who is deemed able to meet the requirements and qualifications of the
21.b
Page 4 of
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AGENDA ITEM SUMMARY

Recommending Department: Intergovernmental Services LSR No: 11271
Resolution -- Approving a Discretionary Service Agreement Between the

City of Irving and tw telecom of texas llc for Undergrounding and
Relocation of Communications Utilities Along State Highway 348
(Northwest Highway) between Riverside Drive and the Irving Convention
Center
1. This item supports Strategic Goals No. 3: Economic Development; 3.9 Coordinate
development of the Regional Activity District and Entertainment Center, No. 9:
Infrastructure Network, and No. 10: Environmental Sustainable Community.
2. This item has been recommended by Intergovernmental Services & Public Works -
Transportation.
3. Impact: The undergrounding and relocation of communications utilities along State
Highway 348 (Northwest Highway) between Riverside Drive and the Irving
Convention Center will vacate utilities from the right of way for construction of the
new interchange of Spur 348 with Las Colinas Boulevard providing direct access for
the Convention Center and Las Colinas Boulevard.
4. This project must begin immediately in order to provide direct access to the new
Convention Center that is scheduled to be completed December 2010, and will also
provide access to the Convention Center Orange Line Light Rail Transit Station.
5. Improvements to the transportation system afforded by this project will also improve
mobility and air quality to allow for a more environmentally sustainable community.
6 Per the Las Colinas Undergrounding contract, the City will pursue a 35 percent
reimbursement of the total contract cost from the Association.
7. Funding in the net amount of $76,533.39 is available in the Street Improvement
Bond Fund.
Recommendation
Contract Required: Yes Review Completed By: Carrie J. Morris
Comments: Purchasing assigned #234D-10F to this item for tracking purposes.
ATTACHMENTS:
RES Agreement (PDF)
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4005-1902-77010-905014 Budget: $76,533.39 Actual: $76,533.39
P0187079
Prepared: 7/29/2010 10:46 AM by Darlene Rush
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the attached Discretionary Service
Agreement between the City of Irving and tw telecom of texas llc for undergrounding
and relocation of communications utilities along State Highway 348 (Northwest
Highway) between Riverside Drive and the Irving Convention Center in the net
amount of $76,533.39, and the Mayor is authorized to execute said agreement.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 533

FIBER OPTIC CABLE RELOCATION AGREEMENT
The Fiber Optic Cable Relocation Agreement (“Agreement”) is made, entered into, and effective
this 29th day of July, 2010, by and between the City of Irving, Texas (“REQUESTING PARTY”), a
political subdivision of the State of Texas , having a mailing address of 825 W. Irving Blvd, and tw telecom
of texas llc, (“tw telecom” or “TWTC”), a Delaware limited liability company, having its principal mailing
address of 10475 Park Meadows Drive, Littleton, CO 80124.
Recitals
A. REQUESTING PARTY is in the process of having all aerial utilities along the south side of Spur
348/W Northwest Highway in the City of Irving, Texas from Riverside Dr to Colwell Blvd relocated to
accommodate new city and highway development which will include changing portions of the public
rights-of-way and/or private easement. This relocation project shall be referred to as the “Relocation
Project”.
B. The Fiber Optic Cables of tw telecom (“Fiber Optic Cables”) currently located in the area of the
Relocation Project need to be relocated to a new location, as reflected on Exhibit A attached hereto and
incorporated herein.
C. In order to perform the Relocation Project in a timely manner, REQUESTING PARTY has agreed
to pay all the costs and expenses for the Relocation Project, including the relocation of the Fiber Optic
Cables.
Now, therefore, in consideration of the mutual promises and covenants contained herein, the
parties agree as follows:
1. REQUESTING PARTY agrees to bear all direct and indirect costs incurred by tw telecom
relating to the relocation of the Fiber Optic Cables in connection with the Relocation Project,
including, but not limited to, removal of fiber optic cable, replacement of fiber optic cable,
installation, underground conduit, labor, project management, inspection, materials, permit
and license fees, construction, repair of damages, administrative overhead, taxes, travel
expense, legal fees and other out-of-pocket expenses (collectively “Fiber Optic Cable
Relocation”). REQUESTING PARTY waives any and all delay damage claims, except if
caused solely by the gross negligence or willful misconduct of tw telecom.
2. The total cost of the Fiber Optic Cable Relocation is estimated to be a maximum of
$76,533.39, as detailed in Exhibit B attached hereto and incorporated herein. REQUESTING
PARTY agrees to submit payment equal to 100% of the estimated costs in the amount of
$76,533.39 (“Advance Payment”) as stated herein within ten (10) days of the date of the
invoice sent by TWTC to REQUESTING PARTY. Full execution of this Agreement and
receipt of Advanced Payment by tw telecom are required prior to the commencement of any
construction. tw telecom shall provide written notice to REQUESTING PARTY if tw
telecom becomes aware that actual costs will exceed the estimated total cost. In the event the
actual costs exceed the estimated total cost, REQUESTING PARTY agrees to pay the excess
within ten (10) days of the date of the invoice sent by TWTC to REQUESTING PARTY,
except as provided in Section 4 below. Failure to pay the excess within the time herein
provided shall entitle TWTC to cease the work hereunder until payment is received.
3. Payment shall be made payable to and delivered by overnight mail to:
tw telecom of texas llc
2805 Dallas Parkway, Suite 140
Plano, TX 75093
The check shall contain the following reference: PA# 1000002041. Without this
reference on the check the construction start date may be delayed
4. Any design changes by REQUESTING PARTY, or other conditions whether or not they
could have been reasonably anticipated by REQUESTING PARTY or tw telecom at the time
of this Agreement, that result in an increase in tw telecom’s estimate of cost or time shall be
paid for by the REQUESTING PARTY and carried out under this paragraph 4. tw telecom
will request such additional funding and/or additional time through a request for approval of a
written change order. All change orders will be in writing and must be accepted by both
parties and any additional payments shall be made by REQUESTING PARTY to tw telecom
before tw telecom proceeds to execute the work or, if work has been initiated, to continue
executing the work, except in an emergency situation endangering life or property. Under no
circumstances will tw telecom’s request for a change order, or the issuance of a change order,
be deemed or used by REQUESTING PARTY as evidence of tw telecom’s delay or alleged
delay in the Relocation Project.
5. tw telecom agrees to commence, and thereafter diligently complete, the Fiber Optic Cable
Relocation within fourteen (14) days of: (i) fully executed Agreement (ii) 100% Advance
Payment from REQUESTING PARTY and (iii) receipt of all permits, licenses, or other
authorizations from applicable governmental agencies or private parties required in
connection with the Fiber Optic Cable Relocation.
6. Written notice shall be given to tw telecom by REQUESTING PARTY at least forty-eight
(48) hours, excluding Saturday, Sunday and legal holidays, in advance of commencement of
any work by REQUESTING PARTY or its contractors in the immediate area of tw telecom’s
work; provided however, that REQUESTING PARTY shall not work within ten feet (10’) of
either side of the tw telecom facilities until the Fiber Optic Cable Relocation is completed.
Said notice shall be given to those individuals listed on Exhibit C attached hereto and
incorporated herein.
7. In the event of an emergency, REQUESTING PARTY shall provide telephonic notice to tw
telecom at 972-455-7908 immediately upon REQUESTING PARTY's knowledge of such
emergency.
8. The obligations of tw telecom are subject to force majeure and tw telecom shall not be in
default in this Agreement if any failure or delay in performance is caused by strike or other
labor problems, accidents; acts of God, fire, flood, adverse weather conditions, materials or
facility shortages or unavailability, lack of transportation, the imposition of any governmental
codes, ordinances, laws, rules, regulations or restrictions, including, without limitation, the
necessity of obtaining permits or environmental assessments or environmental approvals,
condemnation or the exercise of rights of eminent domain, war or civil disorder, or any other
cause beyond the reasonable control of tw telecom.
9. This Agreement supersedes all previous oral and/or written agreements or understandings by
and between tw telecom and REQUESTING PARTY pertaining to the Fiber Optic Cable
Relocation and /or the Relocation Project. Any modification to this Agreement must be made
in writing and signed by both parties.
10. This Agreement may be executed by the parties in separate counterparts, each of which shall
be deemed to be an original copy, but all of which, together, shall constitute only one
agreement.
11. Each party warrants that it has the full right and authority to enter into this Agreement. All
necessary approvals and authority to enter into this Agreement have been obtained and the
person executing this Agreement on behalf of each party hereto has the express authority to
do so, and in doing so, to bind such a party hereto.
12. Notices given by one party to the other party under this Agreement shall be in writing and
shall be (a) delivered personally, (b) delivered by nationally recognized overnight delivery
service, or (c) mailed by, certified US mail postage prepaid, return receipt requested to the
following addresses of the Parties or to such other address as either party shall designate by
proper notice:
tw telecom:
Tina Davis
Sr. Vice President and Deputy General Counsel
tw telecom inc.
10475 Park Meadows Drive
Littleton, CO 80124
Tel: (303) 566-1279
With a copy to:

Don Hurla
Plant Manager
2805 Dallas Parkway, Suite 140
Plano, TX 75093
Tel: 972-455-7908
REQUESTING PARTY:
__________________________
__________________________
__________________________
Tel:__________________________
With a copy to:

__________________________
__________________________
__________________________
Tel:__________________________
Notices will be deemed given as of the date of actual receipt or refusal to accept, as
evidenced by the date set forth on the return receipt, confirmation, or other written
delivery verification.
IN WITNESS HEREOF, the parties have executed this Agreement as of the day and year first written
above. Agreeing to be bound by its terms, tw telecom and REQUESTING PARTY have caused this
Agreement to be executed by their respective duly authorized representatives in the dates written below.
tw telecom of texas llc REQUESTING PARTY:

______________________________
a Delaware limited liability company a _____________________________
By: Jimmy Chapman By: ___________________________

its Sr. Dir. Field Operations
By: ____________________________ Printed Name: ____________________
Printed Name: ___________________ Title: _________________________
Title: __________________________ Date: _________________________
Date: __________________________
See Description of Relocation Work Scope Exhibit A
of Work (SOW) in detailed cost estimate
(Exhibit B) below and attached relocation
Description of Relocation Work
construction plans Scope of Work (SOW)
Exhibit B
Detail of Estimated Cost
tw telecom, inc. Quotation

CONNECTING YOUR BUSINESS TO MORE BUSINESS
DATE July 29, 2010
2805 Dallas Parkway, Suite 140 Quotation # 1
Plano, Texas 75093 Customer ID
Phone (972) 455-7907 Fax (972) 4555-7801
Quotation valid until: September 11, 2010
Prepared by: Tom Westendarp
LOCATION: W. NORTHWEST HIGHWAY FROM RIVERSIDE DR, WEST TO EAST SIDE OF COTTONWOOD
CREEK IN IRVING, TX.
DESCRIPTION OF WORK: WORK CONSISTS OF RELOCATING EXISTING AERIAL CABLE ON SOUTH SIDE
OF W. NORTHWEST HIGHWAY TO ACCOMODATE NEW CITY AND HIGHWAY DEVELOPMENT BY PLACING
NEW UNDERGROUND FACILITIES ON NORTH SIDE OF W. NORTHWEST HIGHWAY AND INVOLVES
ENGINEERING AND CONSTRUCTION OF 3880 FT UNDERGROUND, SPLICING 144 FIBER, AND AERIAL
WRECK OUT OF 4000 FT STRAND AND CABLE.
DESCRIPTION UNITS LABOR MATERIAL TOTAL

DIR BORE 2-1.25" HDPE DUCT (TWT ONLY) 1777 $22,212.50 $1,777.00 $23,989.50
DIR BORE 2-1.25" HDPE DUCT (JOINT W/AT&T) 2103 $8,412.00 $2,103.00 $10,515.00
MANHOLES 5 $5,000.00 $10,000.00 $15,000.00
PULL FIBER 4533 $3,814.52 $397.07 $4,211.59
PLACE 10 GUAGE WIRE 3933 $1,769.85 $629.28 $2,399.13
SPLICING (INCLUDES AFTER HR SET UP) 144 $4,826.00 $1,020.40 $5,846.40
144 FIBER CABLE 4480 $4,832.58 $4,832.58
INSTALL DOWN GUY, ANCHOR & RISER GUARD 144 $165.00 $123.00 $288.00
RM STRAND & FIBER 4000 $2,454.00 $2,454.00
ENGINEERING (CONTRACT) 1 $1,938.00 $1,938.00
TWT PROJECT MANAGEMENT (10% LABOR) 1 $5,059.19 $5,059.19
TOTAL ADJUSTMENT COSTS 55,651.06 20,882.33 76,533.39
TWT work will commence once payment for total adjustment costs is received.
Exhibit C
tw telecom and REQUESTING PARTY Contact Lists and Information
Name Company Name Title Phone Number

Don Hurla tw telecom Plant Manager 972-455-7908
Tom Westendarp tw telecom OSP Engineer 972-455-7907
? City of Irving ? ?
23
AGENDA ITEM SUMMARY

Resolution -- Approving and Accepting the Proposal of Chase Equipment

Finance Inc., for Lease Purchase Financing of Two Pumper Trucks
2. Impact: The City will save a minimum of $40,000.00 in interest compared to a front
loaded, five-year, General Obligation bond issue dependent on rate set at closing.
Actual savings are expected to be $57,000.00.
3. In February 2010, Chase Equipment Finance won the proposal that was
competitively solicited for the lease-purchasing financing for four fire vehicles.
4. The lease-purchase agreement for the first two vehicles’ financing was awarded on
the February 4, 2010, Council.
5. This new lease-purchase agreement is providing financing for the two remaining
pumpers that are expected to be delivered in August or early September, that were
awarded to Metro Fire Apparatus Specialists, Inc., on December 3, 2009, Council.
6. This lease-purchase agreement is at an interest rate up to 2.9%. The rate will be
locked in for the entire lease after Council approval and closing.
7. Payments will be made semi-annually, starting six months after funding is secured
(beginning approximately February 2011 and ending August of 2015).
8. Funding will be in an amount not to exceed $1,144,750.00 to be paid in ten semi-
annual installments not to exceed $228,950.00 in each fiscal year beginning with
2011 and ending in 2015.
Recommendation
Contract Required: Yes Review Completed By: Kuruvilla Oommen
Previous Action: RES 2010-41 Council Action: Approved award to Chase
Previous Action: RES-2009-538 Council Action: Approved purchase of two fire
pumpers in the amount of $1,058,512.00
Comments: Purchasing sent solicitation notices to 38 vendors and received eight
responses. The most favorable proposal was from Chase Equipment Finance, Inc., for the
award of RFP #044E-10F.
ATTACHMENTS:
Sample Docs(PDF)
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4001-0512-75402-9100 Budget: $0 Not to Exceed Amount: $0
Subject only to funds being appropriated in Fiscal Year 2010-11
Prepared: 7/27/2010 03:57 PM by Brad Duff
Last Updated: 7/30/2010 11:10 AM by Mary Galloway
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CITY OF IRVING
WHEREAS, the City of Irving is a political subdivision of the State of Texas (the “State”) and
is duly organized and existing pursuant to the constitution and laws of the State; and
WHEREAS, pursuant to applicable law, the City Council is authorized to acquire, dispose of,
and encumber real and personal property, including, without limitation, rights and interests in property,
leases, and easements necessary to the functions or operations of the City of Irving (“City” or
“Lessee”); and
WHEREAS, the City Council hereby finds and determines that the execution of one or more
lease-purchase agreements (“Equipment Leases”) in the principal amount not exceeding $1,058,512.00
(Principal Amount) for the purpose of acquiring the property generally described as a fire aerial truck
and fire rescue truck (“Property”) and described more specifically in the Equipment Lease is
appropriate and necessary to the functions and operations of the City; and
WHEREAS, Chase Equipment Finance, Inc. (“Lessor”), is expected to act as the lessor under
the Equipment Lease; and
WHEREAS, the City may pay certain capital expenditures in connection with the Property prior
to its receipt of proceeds of the Equipment Lease (“Lease Purchase Proceeds”) for such expenditures
and such expenditures are not expected to exceed the Principal Amount; and
WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax-
exempt borrowing to be spent on working capital and the Lessee shall hereby declare its official intent
to be reimbursed for any capital expenditures for Property from the Lease Purchase Proceeds;

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves and accepts the proposal of Chase
Equipment Finance, Inc., at an estimated interest rate not to exceed 2.9% in the total
amount not to exceed $1,144,750.00 to be paid in ten semi-annual installments in the
total amount not to exceed $228,950.00 in Fiscal Year 2010-11; in the total amount
not to exceed $228,950.00 in Fiscal Year 2011-12; in the total amount not to exceed
$228,950.00 in Fiscal Year 2012-13; in the total amount not to exceed $228,950.00 in
Fiscal Year 2013-14; and in the total amount not to exceed $228,950.00 in Fiscal Year
2014-15; subject to funds being appropriated in Fiscal Years 2010-11, 2011-12,
2012-13, 2013-14, and 2014-15, for the Lease-Purchase Financing of two pumper
trucks, and authorizes the Mayor to execute the attached agreement in substantially
the same form.
SECTION II. THAT the Mayor (“Authorized Representative”) acting on behalf of the City is
hereby authorized to negotiate, enter into, execute, and deliver one or more
Equipment Leases in substantially the form of the attached document. The
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23
Authorized Representative acting on behalf of the Lessee is hereby authorized to

negotiate, enter into, execute, and deliver such other documents relating to the
Equipment Lease (including, but not limited to, escrow agreements) as the Authorized
Representative deems necessary and appropriate. All other related contracts and
agreements necessary and incidental to the Equipment Lease are hereby authorized.
SECTION III. THAT by a written instrument signed by the Mayor, the Mayor may designate
specifically identified officers or employees of the City to execute and deliver
agreements and documents relating to the Equipment Lease on behalf of the City.
SECTION IV. THAT the aggregate original principal amount of the Equipment Lease shall not
exceed the Principal Amount and shall bear interest as set forth in the Equipment
Lease and the Equipment Lease shall contain such options to purchase by the City as
set forth therein.
SECTION V. THAT the City obligations under the Equipment Lease shall be subject to annual
appropriation or renewal by the City Council as set forth in each Equipment Lease
and the City’s obligations under the Equipment Lease shall not constitute a general
obligation of the City or indebtedness under the constitution or laws of the State.
SECTION VI. THAT the City Council anticipates that the City may pay certain capital expenditures
in connection with the Property prior to the receipt of the Lease Purchase Proceeds for
the Property. The City Council hereby declares the City’s official intent to use the
Lease Purchase Proceeds to reimburse itself for Property expenditures. This section
of the resolution is adopted by the City Council for the purpose of establishing
compliance with the requirements of Section 1.150-2 of the Treasury Regulations.
This section of the resolution does not bind the City to make any expenditure, incur
any indebtedness, or proceed with the purchase of the Property.
SECTION VII. THAT this expenditure shall be charged to Account No. 4001-0512-75402-9100.
SECTION VIII. THAT this resolution shall take effect from and after its final date of passage, and it is
__________________________________
Max S. Duplant, CPA
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23
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: Sample Docs (3509 : 30P08 AWD Chase Lease Purchase Financing Fire Eq)
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AGENDA ITEM SUMMARY

Resolution -- Approving the Amendment of the Contract Between the City

of Irving and Grant Thornton, LLP, for Professional Auditing Services
2. This item is recommended by Financial Services.
3. Impact: This agreement provides an annual audit and opinion of the City’s
financial records as required by the City Charter and bond covenants.
4. This contract provides auditing services for the purpose of examining the books
and records of the City of Irving for Fiscal Year 2009-10. In addition, the auditors
issue an agreed upon procedures report for Dallas Regional Mobility Coalition
(DRMC), DFW Interlocal Agreement, and Texas Commission on Environmental
Quality.
5. This amendment provides additional auditing services that include internal control
review and compliance audit of three additional grant funds.
6. The annual not to exceed amount will be $271,283.00 ($551.00 for DRMC is paid
separately), for this one-year renewal contract, and funding will be from the
General Fund and allocated to grants where funding is available.
Recommendation
Previous Action: RES-2008-288 Council Action: Approved three year contract

RES-2009-341 Approved year two engagement
Comments: This action is for year three of the initial award. City will have the option next
year to renew for two years.
ATTACHMENTS:
A. RES Amendment Contract (PDF)
B. FY10 Engagement Letters (PDF)
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1001-1001-56401-100 Budget: $0 Actual: $0
201011-4251-56401-9058 Budget: $0 Actual: $0
Subject only to funds being appropriated in Fiscal Year 2010-11
Prepared: 7/21/2010 01:08 PM by Winnie Hunter
Last Updated: 7/30/2010 10:46 AM by Mary Galloway
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the amendment to the contract between the
City of Irving and Grant Thornton, LLP, in the amount not to exceed $271,283.00,
subject to funds being appropriated in Fiscal Year 2010-11, for Professional Auditing
Services for the Purpose of Examining the Books and Records of the City of Irving
for Fiscal Year 2009-10, and authorizes the Mayor to execute attached agreement.
SECTION II. THAT this expenditure shall be charged to Account No. 1001-1001-56401-100 and
Account No. 201011-4251-56401-9058.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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24.a
THE STATE OF TEXAS § Second Amended and Restated

Professional Services Contract
COUNTY OF DALLAS §
THIS Amended and Restated Professional Services Contract (hereinafter referred to

as “CONTRACT”), is entered into as of , 2010, and effective
Attachment: A. RES Amendment Contract (3500 : 30P08 RENEW Contract w/ Grant Thornton, LLP)
immediately, by and between Grant Thornton, LLP hereinafter referred to as
(“AUDITOR”) and the CITY OF IRVING, TEXAS, a municipal corporation located in
Dallas County, Texas (“hereinafter referred to as “CITY”), acting by and through its
City Manager or his designee.
WHEREAS, the City Council approved Resolution No. 2008-288 on July 24, 2008
authorizing a Professional Services Contract with Auditor; and
WHEREAS, City and Auditor executed a Professional Services Contract dated as of

July 24, 2008 for a three year term with renewal options;
WHEREAS, City and Auditor executed an Amended and Restated Professional

Services Contract dated as of August 6, 2009, and wish to amend and restate that
agreement with the execution of this Contract.
WITNESSETH:
THAT IN CONSIDERATION of the covenants and agreements hereinafter contained

and subject to the terms and conditions hereinafter stated, the parties hereto do
mutually agree as follows:
I.
Description of Work
For the consideration hereinafter agreed to be paid to AUDITOR by CITY, AUDITOR

will conduct an independent audit of the funds and account groups of the CITY for
the fiscal years ending September 30, 2008, 2009, 2010 with renewal options, at the
City’s choosing for 2011, and 2012, and other related services (hereinafter referred
to as “services”), as described in the AUDITOR’S Proposal. The services are to
conform in every respect to this Contract and the following documents:
A. CITY Request for Proposal (hereinafter referred to as “RFP”):
B. AUDITOR’S Proposal (hereinafter referred to as “Proposal”) to the

RFP.
C. AUDITOR’S Engagement Letter(s) for Audit and other related Services

(hereinafter referred to as “Engagement Letter(s) attached hereto.
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24.a
All documents referred to above are incorporated herein as if written word for word.
In the case of conflict in the language of any of the documents listed above and this
Contract, the following order of precedence will apply:
1. This Contract;
2. The applicable Engagement Letter(s);
3. The Proposal;
4. The RFP.
II.
Term
This Contract shall commence on the day and year first written above and will
terminate on the issuance of internal control recommendation letters or March 31,
2013, whichever occurs first in accordance with the Proposal.
Fiscal Year 2008 2009 2010 2011 2012
Comp. Audit/ Single Audit Fee 185,245 194,507 249,233 259,444 270,166
Out-of-Pocket Expenses 1,000 1,050 1,103 1,158 1,216
Texas Stadium 5,500 5,775 0 0 0
DRMC 500 525 551 579 608
TCEQ Letter 1,000 1,050 1,103 1,158 1,216
Bond Comfort Letter 10,000 10,500 11,025 11,576 12,155
Consent and Bond Coverage
Letters 5,000 5,250 5,513 5,788 6,078
DFW Revenue Sharing 2,500 2,625 2,756 2,894 3,039
Total 210,745 221,282 271,283 282,597 294,477
AUDITOR will bill and be paid directly by Texas Stadium Corporation, and Dallas
Regional Mobility Coalition for services rendered in regard to each of these.
Total payment to the AUDITOR will not exceed the amount specified above for each
fiscal period, unless other conditions necessitate additional services that must be
authorized in advance by resolution of the Irving City Council. AUDITOR’S charges
for services are not to exceed similar charges of AUDITOR for comparable services
to other clients. AUDITOR will submit periodic billings for services rendered in
accordance with the Payment Schedule described in Exhibit “A”. No interest shall
ever be due on late payments. Payments to AUDITOR will be in the amount shown
by the monthly statement and other documentation submitted and shall be subject to
the approval of the Chief Financial Officer. CITY shall not be liable under this
Contract for any services which are unsatisfactory or which have not been approved
by CITY.
AUDITOR will not be entitled to reimbursement for expenses incurred in accordance

with this Contract unless AUDITOR has obtained the prior written consent of CITY to
incur such expenses. For services not included in this Contract, it is agreed between
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CITY and AUDITOR that a separate agreement shall be entered into to cover such
additional services.
Any and all charges made to CITY other than those specified in this Contract shall
be fully explained in a signed written document delivered to the Chief Financial
Officer prior to incurring any charge or fee in excess of the amount stated in this
Contract. Such written explanations shall include, but not be limited to:
A. nature of the additional charge
B. basis of such charge
C. hours
D. persons involved
E. hourly rate
F. costs incurred
G. a statement that the services provided were not included in the basic
Contract
Any “out-of-pocket” expenses in excess of the amount listed above will require
approval of the Chief Financial Officer. AUDITOR will not incur such expenses until
written approval is obtained from the Chief Financial Officer.
AUDITOR and CITY recognize that the continuation of any contract after the close of
any given fiscal year of CITY, which fiscal year ends on September 30th of each
year, shall be subject to the approval of the Irving City Council.
III.
Scope of Services
AUDITOR agrees to provide the services under this Contract in accordance with
Generally Accepted Auditing Standards (GAAS) and to perform the services to the
highest professional standards. Notwithstanding the foregoing, AUDITOR will
perform its services in conformity with the terms expressly set forth in its Proposal
and the Engagement Letter, including all applicable professional standards.
Accordingly, acceptance of AUDITOR’S services shall be evaluated solely on its
substantial conformance with such terms and standards.
It is expressly understood and agreed that the scope of services for this Contract
may include assistance by the City of Irving Internal Auditor in the amount 100 hours
maximum.
IV.
City’s Responsibilities
CITY agrees to perform the following services:
A. City’s accounting staff will prepare necessary “prepared by client”

(PBC’s) working papers normally required for the annual audit and will
pull and reproduce documents necessary to the audit.
B. Provide adequate work space and physical facilities needed to complete
services.
C. Basic data processing support and staff assistance.
D. Typing of confirmation letters and other needed correspondence.
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V.
Staff Requirements
AUDITOR agrees that the staff assigned to CITY’S audit shall contain at least two
(2) persons with two (2) or more years of governmental auditing experience. These
two (2) persons shall be at a senior or higher level. There shall be at least one (1)
additional person that has completed a minimum of one (1) full year in governmental
auditing. In addition, AUDITOR shall provide and maintain a staffing level of no less
than three (3) persons during the main audit period commencing on or about
December 1 through January 16.
VI.
Schedule
A. AUDITOR agrees to meet the following time deadlines for each fiscal period:
1. All working papers to be prepared by CITY must be submitted, by written

list, to CITY on or before August 1 of each year together with adequate
written explanatory detail as to the purpose of the working papers as well
as the methodology to be used in preparing such working papers and
agreed upon timing.
2. Preliminary audit work, conducted prior to year end closing, may be

scheduled by AUDITOR at a mutually agreeable time and date.
3. Year-end fieldwork must begin by December.
4. Audit fieldwork must be completed by January 16.
5. Year-end audit adjustments and trial balances are to be submitted to CITY

on or before January 23.
6. Completion of the Comprehensive Annual Financial Report and the Single

Audit Report must be submitted by January 30.
7. The Draft Management Letter shall be submitted no later than January 30.
8. Copies of all working papers or schedules shall be maintained by the

Contractor for the latter of five (5) years after acceptance by Council and
all relevant federal and state agencies or the time period required by any
funding sources.
B. The audit shall not be considered complete until the relevant federal and state
agencies have accepted the audit and the Single Audit Report in writing.
VII.
Termination
It is agreed and fully understood that CITY may, at its option and without prejudice to
any other remedy it may be entitled to at law or in equity, to cancel or terminate this
Contract upon thirty (30) days written notice to AUDITOR with the understanding that
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immediately upon receipt of said notice, all work being performed thereunder shall
cease. AUDITOR shall be compensated in accordance with the terms of this
Contract for all services performed through the date of receipt of notice; provided
that CITY shall not be obligated to pay for any work which is unsatisfactory or not
submitted in compliance with the terms of this Contract. AUDITOR shall deliver all
original source documents belonging to CITY immediately after notice of termination
of this Contract has been received by AUDITOR.
Neither party shall be liable for any delay or failure in performance due to
circumstances beyond its reasonable control. AUDITOR reserves the right to in
whole or in part decline to perform or continue to perform services if information
comes to its attention indicating that performance of the services could result in
violation of applicable law, regulations or standards or would result in a conflict of
interest. If in AUDITOR’S professional judgment, such circumstances exist,
AUDITOR may resign from this engagement prior to completion without incurring
any liability upon reasonable notice there of to the CITY.
VIII.
Ownership of Documents
All original source documents given to AUDITOR under this Contract are the sole
property of CITY and shall be delivered to CITY, without restriction on future use.
Notwithstanding the foregoing, AUDITOR shall be entitled to retain copies of original
source documents within its working papers in accordance with professional
standards regulations.
IX.
Confidential Work
No reports, information, project evaluation, data or any other documentation

developed by, given to, prepared by, or assembled by AUDITOR under this Contract
shall be disclosed or made available to any individual or organization by AUDITOR
without the express prior written approval of Chief Financial Officer.
X.
Auditor’s Liability
Acceptance by CITY of CONTRACTOR’S reports shall not constitute or be deemed

a release of the responsibility and liability of AUDITOR, its employees, agents or
associates for the accuracy and competency of their reports, information and other
documents or services nor shall acceptance or approval be deemed to be the
assumption of such responsibility by CITY for any defect, error or omission the
documents prepared by AUDITOR, its employees, agents or associates.
XI.
Nondiscrimination
As a condition of this Contract, AUDITOR covenants that AUDITOR will take all
necessary actions to insure that, in connection with any work under this Contract,
AUDITOR, and its associates, will not discriminate in the treatment or employment of
any individual or groups of individuals on the grounds of race, color, religion, national
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origin, age, sex, ancestry, place of birth or disability, either directly, indirectly or
through contractual or other arrangements. In this regard, AUDITOR shall keep,
retain and safeguard all records relating to this Contract or work performed
thereunder for a minimum period of five (5) years from the final Contract completion,
with full access allowed to authorized representatives of CITY, upon request, for
purposes of evaluating compliance with this and other provisions of the Contract.
XII.
Notices
All notices, communications and reports required or permitted under this Contract
shall be personally delivered or mailed to the respective parties by depositing same
in the United States mail, postage prepaid, at the address shown below, unless and
until either party is otherwise notified in writing by the other party, at the following
addresses. Mailed notices shall be deemed communicated as of five (5) days after
mailing.
Max S. Duplant, Chief Financial Officer

City of Irving
Irving, Texas 75060
If intended for AUDITOR, to:
Angela Dunlap, Partner

Grant Thornton , LLP
1717 Main Street, Suite 1500
Dallas, TX 75201
XIII.
Applicable Law
This Contract is entered into subject to the Charter and ordinances of CITY as they
may be amended from time to time, and is subject to and is to be construed,
governed and enforced under all applicable State and Federal laws. AUDITOR will
make any and all reports required by Federal, State or local law, including but not
limited to, proper reporting to the Internal Revenue Service, as required in
accordance with the AUDITOR’S income. Situs of this Contract is agreed to be
Dallas County, Texas, for all purposes including performance and execution.
XIV.
Severability
If any of the terms, provisions, covenants or conditions of this Contract shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability will not affect any other provisions of this Contract and all
provisions shall remain in full force and effect and shall in no way be affected,
impaired or invalidated and any other provisions of this Contract shall be considered
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as if such invalid, illegal or unenforceable provision had never been contained in this
Contract.
XV.
Default
If at any time during the term of this Contract, AUDITOR shall fail to commence the
work, in accordance with the provisions of this Contract, or fail to diligently provide
services in an efficient, timely and careful manner and in strict accordance with the
provisions of this Contract, or fail to use adequate number or quality of personnel to
complete the work or fail to perform any of its obligations under this Contract, then
CITY shall have the right, if AUDITOR shall not cure any such default after fifteen
(15) days written notice thereof, to terminate this Contract and complete the work in
the manner it deems desirable, including engaging the services of other parties
therefore. Any such act by CITY shall not be deemed a waiver of any right or remedy
of CITY. If after exercising any such remedy, the cost to CITY of the performance of
the balance of the work is in excess of that part of the Contract sum which has not
theretofore been paid to AUDITOR thereunder, AUDITOR shall be liable for and
shall reimburse CITY for such expenses.
XVI.
Monies Withheld
When CITY has reasonable grounds for believing that AUDITOR will be unable to
perform this Contract fully and satisfactorily within the time fixed for performance; or
that meritorious claim exists or will exist against AUDITOR or CITY arising out of the
negligence, error or omission of AUDITOR or auditor’s breach of any provision of
this Contract, then CITY may withhold payment of any amount otherwise due to
AUDITOR under this Contract. Any amount so withheld may be retained by CITY,
for that period as it may deem advisable to protect CITY against any loss and CITY
may, after written notice to AUDITOR, apply such money in satisfaction of any
claim(s). This provision is intended solely for the benefit of CITY, and no other
person or entity shall have any right against CITY of claim against CITY by reason of
CITY’S failure or refusal to withhold monies. No interest shall be payable by CITY
on any amounts withheld under this provision. This provision is not intended to limit
or in any way prejudice any other right of CITY.
XVII.
Indemnification
AUDITOR shall and does hereby agree to indemnify and hold harmless CITY, its
officers, agents and employees from any and all damages, loss or liability of any kind
whatsoever, by reason of death or injury to property to third persons caused by
negligent act, error or omission of AUDITOR, its officers, agents, employees,
invitees or other persons for whom AUDITOR is legally liable, with regard to the
performance of this Contract; and AUDITOR will at its own expense, defend, pay on
behalf of and protect CITY, its officers, agents and employees against any and all
such claims and demands.
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XVIII.
Insurance
A. AUDITOR shall at AUDITOR’S own expense, purchase and keep in force

during the term of this Contract such insurance as set forth below. AUDITOR
shall not commence work under this Contract until AUDITOR has obtained all
insurance required and such insurance has been approved by CITY.
AUDITOR will provide CITY verification of such insurance prior to initiating the
Services. All insurance policies provided under this Contract shall be written on
an “occurrence basis” unless otherwise indicated. The insurance requirements
shall remain in effect throughout the term of this Contract.
1. Professional Liabilitv Insurance including contractual liability in an amount

not less than $1,000,000.
2. Commercial General Liability Insurance: $500,000 combined single limit

per occurrence for bodily injury, personal injury and property damage.
This policy shall have no coverage removed by exclusions.
3. Automobile Liabilitv: $500,000 combined single limit per accident for

bodily injury and property damage. Coverage should be provided for all
owned, hired, and non-owned vehicles used in performance of this
contract.
4. Workers’ Compensation and Employers’ Liability: Workers’ Compensation

limits as required by the Labor Code of the State of Texas and Statutory
Employer’s Liability policy limits of $100,000 for each accident, $500,000
occurrence, and $100,000 per occupational disease.
B. Other Insurance Provisions
1. CITY shall be named as an additional insured on the Commercial General

Liability and Automobile Liability insurance policies. These insurance
policies shall contain the appropriate additional insured endorsement
signed by a person authorizes by that insurer to bind coverage on its
behalf.
2. Professional Liability Coverage: Should this coverage be provided on a

“claims-made” form, the AUDITOR must maintain this policy for a period
of four (4) years after completion of this Contract or purchase extended
reporting period or “tail coverage”. There shall be no exclusion to
coverage for acts which fall under the Sarbanes-Oxley Act.
3. AUDITOR shall endeavor to notify the City if any such required insurance
policy is suspended, voided, canceled, reduced in coverage or in limits
within thirty (30) days priorto such change in coverage taking effect.
4. Except for professional liability insurance, insurance is to be placed with

insurers with a Best rating of no less than A:VII and the Company must
also be duly authorized to transact business in the State of Texas.
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5. Worker’s Compensation and Employers’ Liability Coverage: The insurer

shall agree to waive all rights of subrogation against CITY, its officials,
employees and volunteers for losses arising from the activities under this
Contract.
6. Certificates of Insurance completed on the ACORD form only and

endorsements effecting coverage required by this clause shall be
forwarded to:
David Davenport
Risk Management Supervisor
City of Irving
Irving, TX 75060
XIX.
Remedies
No right or remedy granted herein or reserved to the parties is exclusive of any other
right or remedy herein granted by law or equity provided or permitted, but each shall
be cumulative of every other right or remedy given thereunder. No covenant or
condition of this Contract may be waived without consent of the parties.
Forbearance or indulgence by either party shall not constitute a waiver of any
covenant or condition to be performed pursuant to this Contract.
Notwithstanding the foregoing, in the event of any dispute arising under this
Contract, neither party shall institute any action or legal proceeding for a period of at
least 90 days, during which time the parties will work together in good faith to
achieve a mutually acceptable resolution.
XX.
Independent Auditor
AUDITOR covenants and agrees that he/she is an independent contractor and not
an officer, agent, servant or employee of CITY; that AUDITOR shall have exclusive
control of and exclusive right to control the details of the work performed thereunder
and all persons performing same shall be responsible for the acts and omissions of
its officers, agents, employees, contractors, and consultants; the doctrine of
respondeat superior shall not apply as between CITY and AUDITOR, its officers,
agents, employees, contractors, subcontractors and consultants, and nothing herein
shall be construed as creating a partnership or joint enterprise between CITY and
AUDITOR.
XXI.
Entire Agreement
This Contract embodies the complete agreement of the parties hereto, superseding
all oral written previous and contemporary agreements between the parties relating
to matters herein, and except as otherwise provided herein, cannot be modified
without written agreement of the parties.
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XXII.
Successors and Assigns
CITY and AUDITOR each bind themselves, their successors, executors,

administrators and assigns to the other party to this Contract. Neither CITY nor
AUDITOR will assign, sublet, subcontract or transfer any interest in this Contract
without the written consent of the other party. No assignment, delegation of duties or
subcontract under this Contract will be effective without the written consent of CITY.
XXIII.
Non-Waiver
It is further agreed that one (1) or more instances of forbearance by CITY in the
exercise of its rights herein shall in no way constitute a waiver thereof.
XXIV.
Headings
The headings of this Contract are for the convenience of reference only and shall not
affect in any manner any of the terms and conditions thereof.
XXV.
Changes
CITY may, from time to time, require changes in the scope of services to be
performed under this Contract. Such changes as are mutually agreed by and
between CITY and AUDITOR shall be incorporated by written modification to this
Contract.
XXVI.
Performance of Services
AUDITOR, its associates and employees, shall perform all services called for in this
Contract. AUDITOR covenants and agrees that all of its associates and employees
who work on the engagement shall be fully qualified to undertake same and
competent to perform the services described in this Contract.
XXVII.
Conflict of Interest
AUDITOR covenants and agrees that AUDITOR and its associates and employees
will have no interest, and will acquire no interest, either direct or indirect, which will
conflict in any manner with the performance of the services called for under this
Contract. All activities, investigations and other efforts made by AUDITOR pursuant
to this Contract will be conducted by employees, associates or subcontractors of
AUDITOR.
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XXVIII.
No Third Party Beneficiary
For purposes of this Contract, including its intended operation and effect, the parties
(CITY and AUDITOR) specifically agree and contract that:
A. The Contract only affects matter/disputes between the parties to this
Contract, and is in no way intended by the parties to benefit or otherwise
affect any third person or entity, except as otherwise specified herein,
notwithstanding the fact that such third person or entities may be in a
contractual relationship with CITY or AUDITOR or both; and
B. The terms of this Contract are not intended to release, either by contract
or operation of law, any third person or entity from obligations owning by
them to either CITY or AUDITOR.
XXIX.
Venue
The parties to this Contract agree and covenant that this Contract will be enforceable
in Irving, Texas, and that if legal action is necessary to enforce this Contract,
exclusive venue will lie in Dallas County, Texas.
IN WITNESS WHEREOF, the parties hereunto set their hands by their

representatives duly authorized on this day and year first written above.
AUDITOR
By
Signature
Printed/Typed Name
Printed/Typed Title
Tax Identification Number
WITNESS:
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CITY OF IRVING, Texas
By
HERBERT A. GEARS, Mayor
ATTEST: APPROVED AS TO FORM:
By
Shanae Jennings, Acting City Secretary Charles Anderson, City Attorney
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Auditor Acknowledgment
COUNTY OF DALLAS §
BEFORE ME, a Notary Public in and for the State of Texas, on this day
personally appeared , known to me to be the
person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that he/she executed same for and as the act and deed of
as , thereof, and for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the

day of , 2010.

The State Of Texas
My Commission Expires: Notary’s Printed name

City Acknowledgment
COUNTY OF DALLAS §
BEFORE ME, a Notary Public in and for the State of Texas, on this day
personally appeared Herbert A. Gears known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me that
same was the act of said CITY OF IRVING, TEXAS, a municipal corporation of the
State of Texas, (County), Texas, and as the Mayor thereof, and for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the

day of , 2010.

The State of Texas
My Commission Expires: Notary’s Printed Name
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IRVING
T E X A 5
MEMO
To: Audit and Finance Committee

From: Max S. Duplant, CFO ~
Date: July 28,2010
Subject: FY10 Audit Contract
Attached are the engagement letters for the annual audit contract. In addition to the annual 5%
inflation increase this year, the fee will increase due to additional programs to be audited under the
Attachment: B. FY10 Engagement Letters (3500 : 30P08 RENEW Contract w/ Grant Thornton, LLP)
American Recovery and Reinvestment Act (ARRA) of 2009. The amount of the increase will not exceed
$45,000. The ARRA imposes new transparency and accountability requirements on Federal awarding
agencies and their recipients. Due to the inherent risk with the new transparency and accountability
requirements over expenditures of ARRA awards, the auditors consider all Federal programs with
expenditures of ARRA awards to be programs of higher risk in accordance with OMB Circular A-133
(comprehensive guide used to audit federal grants). Five programs will require an internal control
review and compliance aUditing:
TotalEstimated
Program Award as of 9/30/10
Clean Diesel $ 937,605 $ 876,000
CDBG-R $ 608,706 $ 369,000
Homeless Prevention $ 1,000,000 $ 259,000
Homeless Prevention $ 930,000 $ 115,000
Neighborhood Stabilization $ 2,940,000 $ 200,000
Energy Efficiency $ 2,000,000 $ 1,000,000

$ 8,792,890 $ 2,971,000
The annual fee covers audit of two major grants. The total budget for the FYlO audit will not exceed
$271,283. Of that amount, $15,000 will be available in FY11 in CDBG funds to apply towards the
increased costs. Current fees (prior to this scope increase) are still less than our audit fees three years
ago with the prior audit firm ($232,653).
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25
AGENDA ITEM SUMMARY

Recommending Department: Information Technology LSR No: N/A
Resolution -- Approving the Purchase from Dell Marketing, L.P., for Dell
Servers through the State of Texas Department of Information Resources
(DIR) Program
1. This item supports Strategic Goal No. 8: Sound Governance and No. 9:
3. Impact: These replacement servers are necessary to maintain crucial information
and applications which are imperative for the city’s operation. These replacements
will avoid poor system/application performance, data loss or corruption, and
reduced productivity due to system down time based on parts availability.
4. Information Technology performed a detailed analysis of the 72 physical servers
that were eligible and budgeted for replacement and was able to make the following
recommendation: 13 are being purchased/replaced with new servers; 27 will have
added extended maintenance; and 32 are either being virtualized, consolidated, or
will no longer be needed.
5. The reduction in physical servers is accomplished by the utilization of technologies
available, such as repurposing existing servers, extending maintenance coverage,
utilizing virtual servers for approved applications, and hosting combined
applications.
6. Funding in the net amount of $81,434.99 is available in the Technology Fund.
Recommendation
Comments: This vendor has a contract for these items with the Department of Information
Resources (DIR) for #216D-10F. This purchase meets competitive bid requirements with the
State of Texas statutes, rules, policies, and procedures.
ATTACHMENTS:
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6036-2310-521013-907028 Budget: $81,434.99, Actual: $81,434.99
P0186937
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the award to Dell Marketing, L.P., in the net
amount of $81,434.99 for Dell Servers, through the State of Texas Department of
Information Resources (DIR) Program, and awards the contract to said company in
said amount, and authorizes the Mayor to execute any necessary contract.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: Vendor Pricing Summary (3485 : 30P23 AWD for Dell Servers)
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AGENDA ITEM SUMMARY

Recommending Department: Information Technology LSR No: 11203
Resolution -- Renewing the Annual Contract with AT&T for Existing and
New Communication Services
1. This item supports Strategic Goals No. 4: Safe and Secure City and No. 9:
3. Impact: Network data access and phone service will continue to be provided to
remote city facilities, such as Police stations, Fire stations, Library branches, and
Recreation centers.
4. These telecommunication services consist of fifty dedicated T1 circuits that also
provide critical redundancy services for the city-wide radio communication system
to connect to the five towers located within the city to continue providing reliable
radio communications for Public Safety and General Government services.
5. The annual estimated amount is $174,000.00 for this three-year agreement and
funding is available in the General Fund.
Recommendation
Previous Action: RES-2008-502 Council Action: Approved renewal
Comments: Service provided by this vendor is good and support is considered single source
to continue with our current telecommunications provider that was selected through an RFP
process. This renewal for #218D-10F in the net estimated amount of $522,000.00 is for three
years.
ATTACHMENTS:
RES Vendor Agreement (PDF)

1001-2310-56101-100 Budget: $14,500.00 Est Award: $14,500.00
P0186945
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CITY OF IRVING

SECTION I. THAT the City Council hereby renews the annual contract with AT&T in the net
estimated amount of $14,500.00 for the period of August 1, 2010, through
September 30, 2010; in the net estimated amount of $174,000.00 for the period of
October 1, 2010, through September 30, 2011; in the net estimated amount of
$174,000.00 for the period of October 1, 2011, through September 30, 2012; and in
the net estimated amount of $159,500.00 for the period of October 1, 2012, through
July 31, 2013, subject to funds being appropriated in Fiscal Years 2010-11, 2011-12,
and 2012-13, for Existing and New Communication Services, and awards the renewal
contract to said company in said amount, and authorizes the Mayor to execute any
necessary contract.

__________________________________
Max S. Duplant, CPA
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on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: RES Vendor Agreement (3486 : 30P23 RENEW AT&T Telecommunications T1 Circuits)
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AGENDA ITEM SUMMARY

Recommending Department: Information Technology LSR No: 11204
Resolution -- Renewing the Annual Contract with Sprint Solutions, Inc., for
Broadband Wired Line Services
3. Impact: This service provides critical communication with mobile public safety
officers for rapid, accurate communication in the field to minimize response time for
emergency calls.
4. This service continues to provide the overall bandwidth and connection for mobile
data computers used within public safety vehicles to have the necessary access to
their critical applications, such as Computer Aided Dispatch (CAD).
5. The annual estimated amount will be $24,000.00 for this three-year contract, and
funding will be from the General Fund.
Recommendation
Previous Action: 8-16-07-321(I) Council Action: Approved renewal
Comments: This renewal for #217D-10F is in the net estimated amount of $72,000.00 is for
three years.
ATTACHMENTS:
RES Vendor Service Agreement (PDF)

1001-2310-56101-100 Budget: $2,000.00 Est. Award: $2,000.00
P0186944
Packet Pg. 632

27
CITY OF IRVING

SECTION I. THAT the City Council hereby renews the agreement with Sprint Solutions, Inc., in
the net estimated amount of $2,000.00 for the period of August 1, 2010, through
September 30, 2010; in the net estimated amount of $24,000.00 for the period of
October 1, 2010, through September 30, 2011; in the net estimated amount of
$24,000.00 for the period of October 1, 2011, through September 30, 2012; and in the
net estimated amount of $22,000.00 for the period of October 1, 2012, through
July 31, 2013, subject to funds being appropriated in Fiscal Years 2010-11, 2011-12,
and 2012-13, for Broadband Wired Line Services, and authorizes the Mayor to
execute the attached agreement.
__________________________________
Max S. Duplant, CPA
Packet Pg. 633

27
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 634

27.a
Packet Pg. 635

Attachment: RES Vendor Service Agreement (3487 : 30P23 RENEW Sprint Broadband Wired Line Services)
27.a
Packet Pg. 636

27.a
Packet Pg. 637

27.a
Packet Pg. 638

28
AGENDA ITEM SUMMARY

Recommending Department: Irving Convention & Visitors Bureau LSR No: N/A
Resolution -- Approving and Accepting the Bid of Bauhaus Interiors Group

for Office Furniture for the Irving Convention Center
spending in Irving.
4. The detailed list of all Furniture, Fixtures and Equipment (FF&E) items was
developed by SMG, who is overseeing the purchasing process in conjunction with
the City Purchasing Division by developing specifications, evaluating the bid
responses, and making recommendations for awards.
5. Multiple solicitations are being processed for the FF&E items and this award is the
first of six solicitations being recommended for award on this Council meeting; while
other FF&E solicitations remain in process.
6. Some items included in this award are: work stations, office chairs, file cabinets,
conference room tables, guest chairs, and credenzas. These items are part of the
overall project budget and this award is within the estimated cost for these items.
Bond Fund.
Recommendation
Comments: Purchasing sent solicitation notices to 75 vendors for ITB #188E-10F and
received seven responses. This award is recommended to the lowest, responsive
responsible bidder.
ATTACHMENTS:
Response Summary (PDF)
Packet Pg. 639

28

4002-1001-75101-908049 Budget: $937,694.00 Actual: $610,161.13
PV015622
Packet Pg. 640

28
CITY OF IRVING

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves and accepts the bid of Bauhaus Interiors
Group in the net amount of $610,161.13 for Office Furniture for Irving Convention
Center, and awards the contract to said company in said amount, and authorizes the
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 641

City of Irving, Purchasing Division 28.a
ITB Name: Irving Las-Colinas Convention Center Furniture
ITB Number: 188E-10F
Due Date: July 06, 2010
Purchasing Manager: Ed Matthews *Recommended for Award
Facilitech, Inc. d/b/a Op Ventures of Texas, Inc.

Intelligent Interiors, Inc.-
Business Interiors - Non- dba Workplace Resource of
Vendors *Bauhaus Interiors Group Non-Responsive-did not
Responsive - did not bid Dallas-Non-Responsive- did
bid all items
all items not bid all items
Extended Extended Extended Extended
Item Item Description Item # Qty Unit Price Unit Price Unit Price Unit Price
Price Price Price Price
1 Large Conf. Rm. Chair CH100 20 $1,583.00 $31,660.00 $1,335.40 $26,708.00 $0.00 $0.00 $1,310.63 $26,212.60
2 Executive Task Chair CH101 42 $415.03 $17,431.26 $574.65 $24,135.30 $0.00 $0.00 $0.00 $0.00
3 Workstation Task Chair CH102 14 $415.03 $5,810.42 $444.02 $6,216.28 $0.00 $0.00 $0.00 $0.00
4 Board Rm. Chair CH103 18 $1,583.00 $28,494.00 $1,335.40 $24,037.20 $0.00 $0.00 $1,310.63 $23,591.34
5 Box Office Stool CH104 4 $381.42 $1,525.68 $395.00 $1,580.00 $410.00 $1,640.00 $0.00 $0.00
6 Green Rm. Side Chair CH201 21 $208.35 $4,375.35 $247.44 $5,196.24 $220.00 $4,620.00 $0.00 $0.00
Attachment: Response Summary (3491 : 30P35 AWD Office Furniture for Conv Center)
7 Stool – Business Center CH202 20 $415.50 $8,310.00 $447.18 $8,943.60 $445.00 $8,900.00 $0.00 $0.00
8 Office Guest Chair CH203 81 $522.20 $42,298.20 $600.76 $48,661.56 $0.00 $0.00 $0.00 $0.00
9 Guest & Conf. Chair CH204 6 $729.54 $4,377.24 $799.60 $4,797.60 $0.00 $0.00 $0.00 $0.00
10 Cafe Chair CH205 68 $160.00 $10,880.00 $185.03 $12,582.04 $187.00 $12,716.00 $0.00 $0.00
11 Café Stool CH206 12 $250.00 $3,000.00 $270.03 $3,240.36 $287.00 $3,444.00 $0.00 $0.00
12 Office Guest Chair CH208 2 $261.95 $523.90 $369.53 $739.06 $275.00 $550.00 $252.50 $505.00
13 Office Pantry Chair CH209 3 $192.40 $577.20 $157.62 $472.86 $0.00 $0.00 $0.00 $0.00
14 Credenza CR100 1 $0.00 $0.00 $1,421.76 $1,421.76 $0.00 $0.00 $4,239.00 $4,239.00
15 Executive Credenza CR101 1 $1,389.19 $1,389.19 $1,961.04 $1,961.04 $0.00 $0.00 $0.00 $0.00
16 Back Area Credenza CH103 1 $734.13 $734.13 $1,011.59 $1,011.59 $860.00 $860.00 $749.32 $749.32
17 Private Office Case Goods DS100 31 $8,991.71 $278,743.01 $7,188.38 $222,839.78 $0.00 $0.00 $0.00 $0.00
18 Executive Dir. Case Goods DS101 1 $8,140.55 $8,140.55 $8,781.95 $8,781.95 $0.00 $0.00 $0.00 $0.00
19 Back Area Desk DS102 1 $733.65 $733.65 $1,045.98 $1,045.98 $872.00 $872.00 $730.94 $730.94
20 36” Lateral File 5H FL100 14 $574.15 $8,038.10 $859.02 $12,026.28 $0.00 $0.00 $0.00 $0.00
21 36” Lateral File 3H FL101 2 $390.69 $781.38 $599.65 $1,199.30 $0.00 $0.00 $0.00 $0.00
22 File Cabinet FL102 3 $502.26 $1,506.78 $779.84 $2,339.52 $0.00 $0.00 $0.00 $0.00
23 Ottoman OT100 7 $607.38 $4,251.66 $690.00 $4,830.00 $0.00 $0.00 $0.00 $0.00
24 Stock Shelving SH100 36 $255.00 $9,180.00 $311.00 $11,196.00 $355.00 $12,780.00 $0.00 $0.00
25 Green Rm. Lounge Chair SS300 4 $973.88 $3,895.52 $1,350.00 $5,400.00 $0.00 $0.00 $0.00 $0.00
26 1st Floor Lounge Chair SS301 4 $0.00 $0.00 $2,423.56 $9,694.24 $0.00 $0.00 $1,311.52 $5,246.08
27 3-Seater Sofa SS302 2 $2,685.11 $5,370.22 $4,890.28 $9,780.56 $0.00 $0.00 $0.00 $0.00
28 Lounge Chair SS303 1 $1,459.26 $1,459.26 $2,027.45 $2,027.45 $0.00 $0.00 $0.00 $0.00
29 Terrace Seating SS304 8 $0.00 $0.00 $256.95 $2,055.60 $0.00 $0.00 $0.00 $0.00
30 Terrace Seating SS305 8 $0.00 $0.00 $382.91 $3,063.28 $0.00 $0.00 $0.00 $0.00
31 Bench 3rd flr. Prefunction SS306 6 $698.13 $4,188.78 $819.16 $4,914.96 $0.00 $0.00 $0.00 $0.00
32 Lounge Chair 3rd flr. SS307 6 $786.52 $4,719.12 $909.16 $5,454.96 $0.00 $0.00 $0.00 $0.00
33 Lounge Chair 4th flr. SS308 8 $722.08 $5,776.64 $842.87 $6,742.96 $0.00 $0.00 $0.00 $0.00
34 Bench 4th flr. Prefunction SS309 2 $640.13 $1,280.26 $781.65 $1,563.30 $0.00 $0.00 $0.00 $0.00
35 3-Seater Sofa-Deleted Add 3 SS310 1 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
36 Side Table TA100 4 $415.19 $1,660.76 $465.19 $1,860.76 $548.00 $2,192.00 $0.00 $0.00
37 Dining Table TA101 4 $568.39 $2,273.56 $673.80 $2,695.20 $597.00 $2,388.00 $0.00 $0.00
38 1st Flr. Side Table TA102 1 $715.52 $715.52 $742.37 $742.37 $0.00 $0.00 $651.76 $651.76
39 Coffee Table TA103 1 $970.84 $970.84 $1,068.82 $1,068.82 $0.00 $0.00 $0.00 $0.00
40 Café Table TA104 18 $315.00 $5,670.00 $400.03 $7,200.54 $370.00 $6,660.00 $0.00 $0.00
41 High Café Table TA105 7 $1,115.00 $7,805.00 $1,200.06 $8,400.42 $1,394.00 $9,758.00 $0.00 $0.00
42 Round Table TA106 1 $2,454.44 $2,454.44 $2,864.00 $2,864.00 $2,688.00 $2,688.00 $0.00 $0.00
43 Café Table TA107 7 $1,243.33 $8,703.31 $1,360.09 $9,520.63 $1,368.00 $9,576.00 $0.00 $0.00
44 Pantry Table TA108 1 $770.19 $770.19 $881.00 $881.00 $802.00 $802.00 $0.00 $0.00
45 Café Table TA109 2 $1,953.34 $3,906.68 $2,074.09 $4,148.18 $2,173.00 $4,346.00 $0.00 $0.00
46 Café Table TA110 1 $1,211.67 $1,211.67 $1,317.06 $1,317.06 $1,357.00 $1,357.00 $0.00 $0.00
47 Large Conf. Rm. Table TA200 1 $12,954.56 $12,954.56 $7,611.90 $7,611.90 $0.00 $0.00 $0.00 $0.00
48 Priv. Office Conf. Table TA201 1 $1,315.46 $1,315.46 $640.01 $640.01 $0.00 $0.00 $0.00 $0.00
49 Boat Shape Conf. Table TA202 1 $3,865.61 $3,865.61 $4,659.50 $4,659.50 $4,182.00 $4,182.00 $0.00 $0.00
50 Board Room Conf. Table TA203 1 $12,954.56 $12,954.56 $7,611.90 $7,611.90 $0.00 $0.00 $0.00 $0.00
51 Coffee Table TA400 1 $665.76 $665.76 $1,119.35 $1,119.35 $0.00 $0.00 $0.00 $0.00
52 Workstation WS100 2 $24,684.92 $49,369.84 $14,054.82 $28,109.64 $0.00 $0.00 $0.00 $0.00
53 Workstation WS101 2 $13,774.76 $27,549.52 $7,350.30 $14,700.60 $0.00 $0.00 $0.00 $0.00
54 Workstation WS102 4 $7,915.15 $31,660.60 $3,988.24 $15,952.96 $0.00 $0.00 $0.00 $0.00
55 Workstation WS103 2 $506.89 $1,013.78 $1,197.84 $2,395.68 $0.00 $0.00 $0.00 $0.00
Subtotal of all items $676,943.16 $610,161.13 $90,331.00 $61,926.04
Total including insurance freight
installation and training cost $696,718.37 $610,161.13 $90,331.00 $61,926.04
30 days 2% Net 10 0% 10 days 1% 30 days 2%
$13,934.37 $0.00 $903.31 $1,238.52
Knoll-AutoStrata Alternative Listed Below $682,784.00 $610,161.13 $89,427.69 $60,687.52
Workstation 2 $20,497.88 $40,995.76
Workstation 2 $10,600.56 $21,201.12
Workstation 4 6619.18 $26,476.72
Workstation 2 $37,717.62 $75,435.24
Packet Pg. 642
City of Irving, Purchasing Division 28.a
ITB Name: Irving Las-Colinas Convention Center Furniture
Due Date: July 06, 2010
Purchasing Manager: Ed Matthews
Facility Interiors, Inc.-Non- Wilson Office Interiors, G.L. Seaman & Company
Vendors Responsive-did not bid all LLC-Non-Responsive-did (Non-Responsive-
items not bid all items substitutions not approved)
Extended Extended Extended

Item Item Description Item # Qty Unit Price Unit Price Unit Price
Price Price Price
1 Large Conf. Rm. Chair CH100 20 $0.00 $0.00 $1,996.61 $39,932.20 $1,620.59 $32,411.80
2 Executive Task Chair CH101 42 $0.00 $0.00 $1,014.97 $42,628.74 $566.65 $23,799.30
3 Workstation Task Chair CH102 14 $0.00 $0.00 $705.85 $9,881.90 $436.02 $6,104.28
4 Board Rm. Chair CH103 18 $0.00 $0.00 $1,966.61 $35,398.98 $1,620.59 $29,170.62
5 Box Office Stool CH104 4 $779.67 $3,118.68 $392.50 $1,570.00 $309.75 $1,239.00
6 Green Rm. Side Chair CH201 21 $211.92 $4,450.32 $237.72 $4,992.12 $211.52 $4,441.92
Attachment: Response Summary (3491 : 30P35 AWD Office Furniture for Conv Center)
7 Stool – Business Center CH202 20 $415.50 $8,310.00 $424.70 $8,494.00 $434.83 $8,696.60
8 Office Guest Chair CH203 81 $531.80 $43,075.80 $595.37 $48,224.97 $480.74 $38,939.94
9 Guest & Conf. Chair CH204 6 $0.00 $0.00 $1,436.77 $8,620.62 $858.80 $5,152.80
10 Cafe Chair CH205 68 $160.00 $10,880.00 $174.15 $11,842.20 $167.44 $11,385.92
11 Café Stool CH206 12 $250.00 $3,000.00 $262.56 $3,150.72 $261.63 $3,139.56
12 Office Guest Chair CH208 2 $276.93 $553.86 $307.32 $614.64 $274.34 $548.68
13 Office Pantry Chair CH209 3 $0.00 $0.00 $235.28 $705.84 $146.80 $440.40
14 Credenza CR100 1 $0.00 $0.00 $0.00 $0.00 $4,670.08 $4,670.08
15 Executive Credenza CR101 1 $1,389.19 $1,389.19 $1,416.14 $1,416.14 $2,436.08 $2,436.08
16 Back Area Credenza CH103 1 $734.13 $734.13 $786.08 $786.08 $727.27 $727.27
17 Private Office Case Goods DS100 31 $8,991.84 $278,747.04 $9,261.38 $287,102.78 $5,370.04 $166,471.24
18 Executive Dir. Case Goods DS101 1 $8,140.64 $8,140.64 $8,329.32 $8,329.32 $11,254.18 $11,254.18
19 Back Area Desk DS102 1 $733.65 $733.65 $785.60 $785.60 $726.79 $726.79
20 36” Lateral File 5H FL100 14 $0.00 $0.00 $0.00 $0.00 $761.28 $10,657.92
21 36” Lateral File 3H FL101 2 $0.00 $0.00 $0.00 $0.00 $541.87 $1,083.74
22 File Cabinet FL102 3 $0.00 $0.00 $0.00 $0.00 $684.50 $2,053.50
23 Ottoman OT100 7 $0.00 $0.00 $0.00 $0.00 $472.24 $3,305.68
24 Stock Shelving SH100 36 $255.00 $9,180.00 $323.98 $11,663.28 $266.86 $9,606.96
25 Green Rm. Lounge Chair SS300 4 $0.00 $0.00 $0.00 $0.00 $918.52 $3,674.08
26 1st Floor Lounge Chair SS301 4 $0.00 $0.00 $0.00 $0.00 $1,959.14 $7,836.56
27 3-Seater Sofa SS302 2 $0.00 $0.00 $6,630.37 $13,260.74 $3,022.40 $6,044.80
28 Lounge Chair SS303 1 $0.00 $0.00 $3,491.04 $3,491.04 $1,984.40 $1,984.40
29 Terrace Seating SS304 8 $0.00 $0.00 $388.14 $3,105.12 $242.80 $1,942.40
30 Terrace Seating SS305 8 $0.00 $0.00 $658.14 $5,265.12 $369.20 $2,953.60
31 Bench 3rd flr. Prefunction SS306 6 $709.32 $4,255.92 $780.03 $4,680.18 $534.13 $3,204.78
32 Lounge Chair 3rd flr. SS307 6 $795.60 $4,773.60 $866.50 $5,199.00 $604.47 $3,626.82
33 Lounge Chair 4th flr. SS308 8 $731.16 $5,849.28 $804.03 $6,432.24 $604.47 $4,835.76
34 Bench 4th flr. Prefunction SS309 2 $660.81 $1,321.62 $740.13 $1,480.26 $534.13 $1,068.26
35 3-Seater Sofa-Deleted Add 3 SS310 1 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
36 Side Table TA100 4 $949.00 $3,796.00 $420.58 $1,682.32 $415.19 $1,660.76
37 Dining Table TA101 4 $577.05 $2,308.20 $611.34 $2,445.36 $577.05 $2,308.20
38 1st Flr. Side Table TA102 1 $0.00 $0.00 $0.00 $0.00 $874.63 $874.63
39 Coffee Table TA103 1 $0.00 $0.00 $1,625.23 $1,625.23 $1,022.40 $1,022.40
40 Café Table TA104 18 $315.00 $5,670.00 $333.72 $6,006.96 $329.65 $5,933.70
41 High Café Table TA105 7 $1,115.00 $7,805.00 $1,117.85 $7,824.95 $1,166.86 $8,168.02
42 Round Table TA106 1 $2,300.00 $2,300.00 $2,891.12 $2,891.12 $2,406.98 $2,406.98
43 Café Table TA107 7 $1,243.33 $8,703.31 $1,256.94 $8,798.58 $1,018.60 $7,130.20
44 Pantry Table TA108 1 $781.92 $781.92 $816.21 $816.21 $781.92 $781.92
45 Café Table TA109 2 $1,953.34 $3,906.68 $1,945.90 $3,891.80 $1,493.02 $2,986.04
46 Café Table TA110 1 $1,211.67 $1,211.67 $1,211.72 $1,211.72 $1,268.02 $1,268.02
47 Large Conf. Rm. Table TA200 1 $12,954.60 $12,954.60 $13,170.23 $13,170.23 $14,230.94 $14,230.94
48 Priv. Office Conf. Table TA201 1 $1,315.46 $1,315.46 $1,328.94 $1,328.94 $542.05 $542.05
49 Boat Shape Conf. Table TA202 1 $3,634.50 $3,634.50 $4,351.51 $4,351.51 $3,803.55 $3,803.55
50 Board Room Conf. Table TA203 1 $12,954.60 $12,954.60 $13,170.23 $13,170.23 $14,230.94 $14,230.94
51 Coffee Table TA400 1 $628.17 $628.17 $672.50 $672.50 $1,075.33 $1,075.33
52 Workstation WS100 2 $0.00 $0.00 $0.00 $0.00 $19,953.58 $39,907.16
53 Workstation WS101 2 $0.00 $0.00 $0.00 $0.00 $9,780.62 $19,561.24
54 Workstation WS102 4 $0.00 $0.00 $0.00 $0.00 $5,262.37 $21,049.48
55 Workstation WS103 2 $0.00 $0.00 $0.00 $0.00 $1,106.04 $2,212.08
Subtotal of all items $456,483.84 $638,941.49 $566,789.36
insurance freight installation and
training cost
$482,154.12 $638,341.49 $618,501.00
Discount Terms 30 days 0% 30 days 0% 30 days 2%
Discount Terms Amount $482,154.12 $0.00 $12,370.02
Grand Total $482,154.12 $638,341.49 $606,130.98
determined to be responsive at this time. After a complete review of the bids, a recommendation for award will be made and posted on-line. Unless stated otherwise in the
solicitation documents, award will be made to the lowest, responsive bidder who is deemed able to meet the requirements and qualifications of the specifications.
Packet Pg. 643
29
AGENDA ITEM SUMMARY

Resolution -- Approving and Accepting the Bids of Mity-Lite, Inc.; Virco

Inc., DBA Virco Sales Corporation; Sico America, Inc.; and MTS Seating for
Furniture for Irving Convention Center
spending in Irving.
(FF&E) items and this award is the second of six solicitations being recommended
5. Some items included in this award are: tables and carts, banquet chairs, dance
floor, and stack chairs. These items are part of the overall project budget and this
award is within the estimated cost for these items.
6. It is also recommended that the seven responses received for Group II, folding
chairs, be rejected so that these chairs can be purchased utilizing a cooperative
purchasing program agreement for a savings of almost $3,000.00 from the lowest
bid received for this group.
Bond Fund.
Vendor Group Award
Mity-Lite, Inc. I – Tables and Carts $130,889.98
Virco Inc. DBA Virco Sales Corporation III - Banquet Chairs $ 88,270.91
Sico America, Inc. IV – Dance Floor $ 39,335.00
MTS Seating V – Stack Chairs $131,927.60
Recommendation
Packet Pg. 644

29
received 14 responses. This award is recommended to the lowest, responsive responsible
bidders.
ATTACHMENTS:

4002-1001-75101-908049 Budget: $482,100.00 Actual: $390,423.49
PV015615, 015616, PV015618, PV015617
Last Updated: 7/30/2010 12:25 PM by Mary Galloway
Packet Pg. 645

29
CITY OF IRVING

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves and accepts the bids of Mity-Lite, Inc., for
Group I in the net amount of $130,889.98; Virco Inc., DBA Virco Sales Corporation
for Group III in the net amount of $88,270.91; Sico America, Inc., for Group IV in the
net amount of $39,335.00; and MTS Seating for Group V in the net amount of
$131,927.60 for Furniture for Irving Convention Center, and awards the contracts to
said companies in said amounts, and authorizes the Mayor to execute any necessary
contracts.
SECTION II. THAT these expenditures shall be charged to Account No. 4002-1001-75101-908049
in the total net amount of $390,423.49.
__________________________________
Max S. Duplant, CPA
Packet Pg. 646

29
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 647

City of Irving, Purchasing Division Summary of Award Amounts that include Payment Term Discounts - Group II will not be recommended for award.
ITB Name: Furniture for Convention Center Group I $130,889.98 Mity-Lite, Inc.
ITB Number: 171E-10F Group III $88,270.91 Virco Inc. DBA Virco Sales Corporation
ITB Due Date: June 08, 2010 Group IV $39,335.00 Sico America, Inc.
Group V $131,927.60 MTS Seating
Total $390,423.49
Vendor Vendor Vendor Contract Resource Group,

Vendors School Specialty, Inc. Facility Interiors, Inc. Spec Seats International Vendor Qty *Sico America, Inc. Bauhaus Interiors Group
Qty. Qty Qty L.L.C.
Est. Qty. Description Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total
Group I Tables & Carts
450 Tables - 18" x72" $153.44 $69,048.00 $203.62 $91,629.00 no bid $0.00 no bid $0.00 no bid $0.00 no bid $0.00
100 Tables - 18" x 96" $164.13 $16,413.00 $217.95 $21,795.00 no bid $0.00 no bid $0.00 no bid $0.00 no bid $0.00
200 Tables - 72" Round $300.90 $60,180.00 $384.33 $76,866.00 no bid $0.00 no bid $0.00 no bid $0.00 no bid $0.00
50 Tables - 72" Round (addendum) $0.00 $0.00 $384.33 $19,216.50
50 Tables - 60" Round $230.35 $11,517.50 $277.78 $13,889.00 no bid $0.00 no bid $0.00 no bid $0.00 no bid $0.00
Table Carts $16,860.62 $43,223.50
Group I Subtotal $172,947.50 $287,578.70 $0.00 $0.00 $0.00 $0.00
Total Purchase Price $189,810.07 $313,460.17 $0.00 $0.00 $0.00 $0.00
Group II Folding Chairs

1800 Folding Chairs 3" Seat $88.93 $160,074.00 n/a $0.00 $52.00 $93,600.00 n/a $0.00 n/a $0.00 $87.48 $157,464.00
32 Stackable Storage Carts $923.23 $29,543.36 n/a $0.00 $575.00 $18,400.00 n/a $0.00 n/a $0.00 $833.00 $26,656.00
10 Starter Blocks for Storage Carts $331.58 $3,315.80 n/a $0.00 $50.00 $500.00 n/a $0.00 n/a $0.00 $239.00 $2,390.00
Group II Subtotal $192,933.16 $0.00 $112,500.00 $0.00 $0.00 $186,510.00
Total Purchase Price $192,938.20 $0.00 $112,500.00 $0.00 $0.00 $186,510.00
Group III Banquet Chairs

1850 Banquet Chairs $114.21 $211,288.50 $106.47 $196,969.50 no bid $0.00 $110.53 $204,480.50 $0.00 $0.00 $112.65 $208,402.50
12 Stack Chair Hand Truck $451.54 $5,418.48 $428.27 $5,139.24 no bid $0.00 $436.42 $5,237.04 $0.00 $0.00 $429.00 $5,148.00
Group III Subtotal $216,706.98 $202,108.74 $0.00 $209,717.54 $0.00 $213,550.50
Total Purchase Price $216,703.15 $229,504.24 $0.00 $215,411.54 $0.00 $213,550.50
1850 Alternate-Flexible Back Feature $155.73 $288,100.50 $146.08 $270,248.00 no bid $0.00 $150.69 $278,776.50 $0.00 $0.00 $148.65 $275,002.50
300 Fabric Attic Stock $18.98 $5,694.00
Group IV Dance Floor

200 Dance Floor (36x36 Panels) $150.68 $30,136.00 n/a $0.00 no bid $0.00 $0.00 $0.00 $130.00 $26,000.00 no bid $0.00
Dance Floor Caddies 8 $444.48 $3,555.84 n/a $0.00 no bid $0.00 $0.00 $0.00 8 $395.00 $3,160.00 no bid $0.00
Dance Floor Trim 120 $56.44 $6,772.80 n/a $0.00 no bid $0.00 $0.00 $0.00 120 $45.00 $5,400.00 no bid $0.00
Freight $1,975.00
Group IV Subtotal $40,464.64 $0.00 $0.00 $0.00 $36,535.00 $0.00
Add Alternate - Dance Floor
112 Dance Floor (48x48 Panels) $284.73 $31,889.76 n/a $0.00 no bid $0.00 $0.00 $0.00 $255.00 $28,560.00 no bid $0.00
Dance Floor Caddies 5 $605.38 $3,026.90 n/a $0.00 no bid $0.00 $0.00 $0.00 5 $550.00 $2,750.00 no bid $0.00
Dance Floor Trim 88 $89.08 $7,839.04 n/a $0.00 no bid $0.00 $0.00 $0.00 88 $75.00 $6,600.00 no bid $0.00
Freight $1,425.00
Alternate - Subtotal $42,755.70 $0.00 $0.00 $0.00 Net 30 $39,335.00 $0.00
Group V Stack Chairs

2000 Stack Chair $93.32 $186,640.00 $86.54 $173,080.00 no bid $0.00 $90.35 $180,700.00 no bid $0.00 $92.64 $185,280.00
12 Stack Chair Truck $451.54 $5,418.48 $428.27 $5,139.24 no bid $0.00 $436.42 $5,237.04 no bid $0.00 $429.00 $5,148.00
100 Fabric Attic Stock $19.99 $1,999.00 $17.75 $1,775.00 no bid $0.00 $18.98 $1,898.00 no bid $0.00 $18.92 $1,892.00
Group V Subtotal $194,057.48 $179,994.24 $187,835.04 $192,320.00
Packet Pg. 648
Total Purchase Price $194,057.18 $201,175.74 $187,835.04 $192,320.00

Discount Terms Net/30 Net/30 2/%/30 2%/30 Net/30 2%/30
Furniture By - Non-Responseive
29.a
1
Attachment: Response Summary (3483 : 30P35 AWD Misc Furniture for Irving Conv Center)
City of Irving, Purchasing Division
ITB Name: Furniture for Convention Center
ITB Due Date: June 08, 2010
*Recommended for Award *Recommended for Award
for Group V for Group I
J & N Enterprises Inc. dba
Vendor Vendor Lanier Executive Interiors Vendor Greenwich Industries, LP
Vendors *MTS Seating Creo Industries LLC Commerical concepts & Vendor Qty *Mity-Lite Inc.
Qty Qty dba Executive Interiors, Inc. Qty dba/Clarin
Furn.
Est. Qty. Description Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total
450 Tables - 18" x72" $121.24 $54,558.00 $169.63 $76,333.50 $177.71 $79,969.50 no bid $0.00 $110.96 $49,932.00 no bid $0.00
100 Tables - 18" x 96" $140.96 $14,096.00 $181.44 $18,144.00 $190.08 $19,008.00 no bid $0.00 $118.68 $11,868.00 no bid $0.00
200 Tables - 72" Round $278.02 $55,604.00 $332.64 $66,528.00 $348.48 $69,696.00 no bid $0.00 $193.75 $38,750.00 no bid $0.00
50 Tables - 72" Round (addendum) $198.66 $9,933.00 $0.00 $0.00 $348.48 $17,424.00 $0.00 $0.00
50 Tables - 60" Round $141.42 $7,071.00 $254.68 $12,734.00 $266.80 $13,340.00 no bid $0.00 $166.44 $8,322.00 no bid $0.00
Table Carts $6,937.22 $18,649.05 $33,610.50 $13,288.00
Group I Subtotal $162,448.72 $209,842.95 $251,333.30 $0.00 $133,561.20 $0.00
Total Purchase Price $162,448.72 $207,601.45 $251,331.30 2% 30 $130,889.98

1800 Folding Chairs 3" Seat no bid $0.00 $76.62 $137,916.00 no bid $0.00 n/a $0.00 $62.15 $111,870.00 $54.75 $98,550.00
32 Stackable Storage Carts no bid $0.00 $772.50 $24,720.00 no bid $0.00 n/a $0.00 $544.68 $17,429.76 $525.00 $16,800.00
10 Starter Blocks for Storage Carts no bid $0.00 $221.45 $2,214.50 no bid $0.00 n/a $0.00 $219.83 $2,198.30 $125.00 $1,250.00
Group II Subtotal $0.00 $164,850.50 $0.00 $0.00 $131,498.06 $116,600.00
Total Purchase Price $178,272.31 $131,498.06 $116,600.00

1850 Banquet Chairs $55.98 $103,563.00 $98.84 $182,854.00 $85.80 $158,730.00 $49.79 $92,111.50 $57.60 $2,867.90 $0.00 $0.00
12 Stack Chair Hand Truck $255.00 $3,060.00 $397.58 $4,770.96 $424.60 $5,095.20 $397.89 $4,774.68 $140.00 $55,704.60 $0.00 $0.00
Group III Subtotal $106,623.00 $187,624.96 $163,825.20 $96,886.18 $58,572.50 $0.00
Total Purchase Price $106,623.00 $205,003.77 $163,825.20 $126,160.00
1850 Alternate-Flexible Back Feature $72.40 $133,940.00 $135.61 $250,878.50 $105.56 $195,286.00 $63.84 $118,104.00 $69.60 $128,760.00 $0.00 $0.00
Alternative $122,878.68

200 Dance Floor (36x36 Panels) no bid $0.00 no bid $0.00 $119.86 $23,972.00 $0.00 $0.00 $0.00 $0.00 no bid $0.00
Dance Floor Caddies no bid $0.00 no bid $0.00 8 $404.45 $3,235.60 $0.00 $0.00 $0.00 $0.00 no bid $0.00
Dance Floor Trim no bid $0.00 no bid $0.00 1 $36.96 $36.96 $0.00 $0.00 $0.00 $0.00 no bid $0.00
Group IV Subtotal $0.00 $0.00 $27,244.56 $0.00 $0.00 $0.00
Total Purchase Price $27,243.78
Alternate - Dance Floor
112 Dance Floor (48x48 Panels) no bid $0.00 no bid $0.00 $292.51 $32,761.12 $0.00 $0.00 $361.71 $40,511.52 no bid $0.00
Dance Floor Caddies no bid $0.00 no bid $0.00 10 $404.45 $4,044.50 $0.00 $0.00 $0.00 $0.00 no bid $0.00
Dance Floor Trim no bid $0.00 no bid $0.00 1 $60.19 $60.19 $0.00 $0.00 $0.00 $0.00 no bid $0.00
$36,865.81
Vendor Withdrew Group
IV Alt
Packet Pg. 649
Group V Stack Chairs $0.00 $40,511.52 $0.00

2000 Stack Chair $65.36 $130,720.00 $80.34 $160,680.00 $85.80 $171,600.00 no bid $0.00 no bid $0.00 $92.64 $185,280.00
12 Stack Chair Truck $255.00 $3,060.00 $397.58 $4,770.96 $424.60 $5,095.20 no bid $0.00 no bid $0.00 $429.00 $5,148.00
100 Fabric Attic Stock $8.40 $840.00 $16.48 $1,648.00 $30.00 $3,000.00 no bid $0.00 no bid $0.00 $18.92 $1,892.00
Group V Subtotal $134,620.00 $167,098.96 $179,695.20 $0.00 $192,320.00
29.a
2
Total Purchase Price 2%30 $131,927.60 $180,347.86 $179,695.20 $0.00 $192,320.00
Discount Terms 2%/30 NET/30 2%/30 1/2%/10 2%30

ITB Name: Furniture for Convention Center
*Recommended for Award
for Group III
Virco Inc. Virco Sales Palmer Snyder Furniture Company

Vendors Qty Palmer Snyder Furniture Company
Corporation (Alternate)
Est. Qty. Description Unit Total Unit Total
450 Tables - 18" x72" $149.04 $67,068.00 $125.60 $56,520.00
100 Tables - 18" x 96" $174.26 $17,426.00 $133.20 $13,320.00
50 Tables - 30" x 72" $156.24 $7,812.00 $139.79 $6,989.50
40 Tables - 30" x 96" $178.20 $7,128.00 $155.82 $6,232.80
200 Tables - 72" Round $251.05 $50,210.00 $249.22 $49,844.00
50 Tables - 72" Round (addednum) $251.05 $12,552.50 $0.00 $0.00
50 Tables - 60" Round $215.09 $10,754.50 $194.00 $9,700.00
Table Carts $23,714.17 $16,520.60
Group I Subtotal $196,665.17 $159,126.90
Total Purchase Price $196,665.17 $159,126.90
Table Carts

1800 Folding Chairs 3" Seat $43.54 $78,372.00 $0.00
32 Stackable Storage Carts $1,245.31 $39,849.92 $0.00
10 Starter Blocks for Storage Carts $129.78 $1,297.80 $0.00
Group II Subtotal $119,519.72 $0.00
Total Purchase Price $119,519.72 $0.00

1850 Banquet Chairs $47.40 $87,690.00 $0.00
12 Stack Chair Hand Truck $198.53 $2,382.36 $0.00
Group III Subtotal $90,072.36 $0.00
Total Purchase Price 2%/30 $88,270.91 $0.00
1850 Alternate-Flexible Back Feature no bid $0.00 $0.00 $0.00

200 Dance Floor (36x36 Panels) no bid $0.00 $198.00 $39,600.00 200 $219.25 $43,850.00
Dance Floor Caddies no bid $0.00 9.00 $423.50 $3,811.50 9 $423.50 $3,811.50
Dance Floor Trim no bid $0.00 56.00 $38.50 $2,156.00 56 $38.50 $2,156.00
Group IV Subtotal $0.00 $45,567.50 $49,817.50
Total Purchase Price $0.00 $45,567.50 $49,417.50
Alternate - Dance Floor
112 Dance Floor (48x48 Panels) no bid $0.00 $374.00 $41,888.00 $374.00 $0.00
Dance Floor Caddies no bid $0.00 4 $599.50 $2,398.00 4 $599.50 $2,398.00
Dance Floor Trim no bid $0.00 40 $55.00 $2,200.00 40 $55.00 $2,200.00
$46,486.00 $4,598.00
Goup V Stack Chairs

2000 Stack Chair $49.04 $98,080.00 $0.00 $0.00 $0.00 $0.00
12 Stack Chair Truck $198.53 $2,382.36 $0.00 $0.00 $0.00 $0.00
100 Fabric Attic Stock $6.00 $600.00 $0.00 $0.00 $0.00 $0.00
Group V Subtotal $101,062.36 $0.00 $0.00
Packet Pg. 650
Total Purchase Price $101,062.36 $0.00 $0.00

Discount Terms 2%/30 2%/30 2%/30
Does not meet specs for
Group V
29.a
3
30
AGENDA ITEM SUMMARY

Resolution -- Approving Purchase from Clarin for Folding Chairs for the
Irving Convention Center, through the Texas Multiple Award Schedule
Development of the Regional Activity District and Entertainment Center.
spending in Irving. Also, by utilizing the TXMAS cooperative purchasing program,
this purchase results in a savings of almost $3,000.00 from the lowest price
received in the formal furniture bid solicitation for this group of folding chairs.
(FF&E) items, and this award is the third of six solicitations being recommended for
5. Items included in this award are: fully upholstered seat and back folding chairs,
stacking chair storage trucks, and starter blocks that are used to hold casters off the
floor for stacking, and to support the storage carts in stored positions.
Bond Fund.
Recommendation
Comments: This purchase meets competitive bid requirements with the State of Texas
statutes, rules, policies and procedures as the City participates in the State’s Cooperative
Purchasing program. Purchasing assigned #223D-10F to this item for tracking purposes.
ATTACHMENTS:
Packet Pg. 651

30

4002-1001-75101-908049 Budget: $129,600.00 Actual: $109,550.00
PV015619
Budget Adjustment/Transfer Required: Yes\No (If yes, please explain.)
Packet Pg. 652

30
CITY OF IRVING

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the purchase from Clarin in the net amount
of $109,550.00 for Folding Chairs, through the Texas Multiple Award Schedule
(TXMAS) Local Government Statewide Cooperative Purchasing Program, and
awards the contract to said company in said amount, and authorizes the Mayor to
execute any necessary contract.
__________________________________
Max S. Duplant, CPA
Packet Pg. 653

30
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 654

Sales Quote 30.a
927 North Shore Drive QUOTE # phone: 847-295-2200

Lake Bluff, IL 60044 71610 fax: 847-234-9001
Date: 7/16/2010 Project: Las Colinas Convention Center
Attn: Mr. Ed Matthews ITB# 171E-10F

Purchasing Manager
City of Irving-Purchasing Division 8799 Other Furniture
845 W. Irving Blvd.
Irving, TX 75060
Attachment: Vendor Pricing Summary (3484 : 30P35 AWD Folding Chairs for Conv Center)
PRICE PRICE
ITEM # QTY DESCRIPTION EACH EXTENSION
4400BIBR 1,800 Fully Upholstred Seat and Back $51.00 $91,800.00

19" Seat Height
3" Thick Seat Cushion
Manual Uplft Seat
Black Seatboard
Oval Marking Decal
Frame: Standard
Upholstery: Manufacturer:Absecon Mills
Color: Shire/Black Marble
Interbracket Ganging Device
CPT-360 32 Stacking Chair Storage Truck $525.00 $16,800.00

(
(Holds 50 Chairs))
CPT-SB 10 Starter Block $95.00 $950.00
$109,550.00
SPECIAL INSTRUCTIONS / NOTES:

Order to be placed via TXMAS Contract
TXMAS Contract # 71111030
F.O.B. Las Colinas, TX 75060 Frt. Class 85
Quotation expires: Est. Weight (LB)
Purchase Orders must reference a Quote Number and Part Numbers if available.
Terms: Net 30 days after delivery, no retainage allowed. A service charge of 1-1/2% per month will be made on
balance not paid within 30 days of billing date. Prices based on our specifications unless otherwise stated by
Clarin in writing. Clarin cannot be held responsible for any quotations found to be incorrect due to the failure to
include specifications and architect’s drawings. Any quote may be considered void at a later time if modifications
or amendments to the original quote result in additional cost; in this case, a new quote will be issued to the
representative which will reflect those additional costs. The amount of any present or future sales, use, excise or
other similar charge incident to sale of goods shall be paid by buyer. Credit card users will be charged a 2% convenience fee.
Steven J. Luttazi
Senior Vice President, Sales
Sports & Entertainment
508-528-9708 Office
508-541-5668 Fax
Packet Pg. 655

-1
31
AGENDA ITEM SUMMARY

Resolution -- Approving and Accepting the Bid of Irwin Telescopic Seating

Company for Telescopic Seating/Risers for Irving Convention Center
spending in Irving.
(FF&E) items, and this award is the fourth of six solicitations being recommended
5. The telescopic seating system shall be multiple tiered seating rows comprised of
seat and deck components, risers, and supportive understructure. The seating shall
be operable on the telescopic principle, stacking vertically in minimum floor area
when not in use. This type seating will allow for right-sizing by event needs.
Bond Fund.
Recommendation
Comments: Purchasing sent solicitation notices to four vendors for ITB #167E-10F and
received three responses. This award is recommended to the lowest, responsive responsible
bidder.
ATTACHMENTS:
Packet Pg. 656

31

4002-1001-75101-908049 Budget: $351,000.00 Actual: $218,939.84
PV015614
Packet Pg. 657

31
CITY OF IRVING

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves and accepts the bid of Irwin Telescopic
Seating Company in the net amount of $218,939.84 for Telescopic Seating/Risers for
Irving Convention Center, and awards the contract to said company in said amount,
and authorizes the Mayor to execute any necessary contract.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 658

RESPONSE SUMMARY
ITB Name: Telescopic Risers - Convention Center
Due Date: May 27, 2010
Ed Matthews, Purchasing Manager, 972-721-3757
Recommended for Award.
*Irwin Telescopic Seating Specialty Supply & Installation

Vendors Track Seating
Company LLC (non-responsive)
Item Description Qty. Unit Price Total Price Unit Price Total Price Unit Price Total Price
Group of 270 Seats (50'W x 27'D x 10 Rows) -

1 4 $74,235.00 $296,940.00 $55,555.00 $222,220.00
Group 270
2 Accessories (Hand Rails, side skirts, etc. per group 4 inc. $0.00 N/A $0.00
Air Compressor (inclo. Hoses, 100' estension cord,

3 3 inc. $0.00 $396.00 $1,188.00
etc.)
Net Total $296,940.00 $223,408.00
Payment Term Discount 2%30 days $5,938.80 2%30 days $4,468.16
Grand Total $291,001.20 $218,939.84
3 Air Compressors Needed

Rather than 1 specified
Packet Pg. 659
31.a
Attachment: Response Summary (3482 : Page
30P35#1 of 1AWD Telescopic Seating/Risers for ICC)
32
AGENDA ITEM SUMMARY

Resolution -- Approving and Accepting the Bid of Sico America, Inc., for
Staging/Risers for Irving Convention Center
spending in Irving.
(FF&E) items, and this award is the fifth of six solicitations being recommended for
5. Some items included in this award are: a mobile performance stage, stage decks,
stage stairs, stepboards, folding platforms, and portable wheelchair lift.
Bond Fund.
Recommendation
Previous Action: N/A Council Action: N
received 2 responses. This award is recommended to the lowest, responsive responsible
bidder.
ATTACHMENTS:
Packet Pg. 660

32

4002-1001-75101-908049 Budget: $147,500.00 Actual: $121,580.25
PV015621
Packet Pg. 661

32
CITY OF IRVING

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves and accepts the bid of Sico America, Inc., in
the net amount of $121,580.25 for Staging/Risers for Irving Convention Center, and
awards the contract to said company in said amount, and authorizes the Mayor to
execute any necessary contract.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 662

32.a

RESPONSE SUMMARY
ITB Name: Staging/Risers for Irving Convention Center
Closing Date: July 13, 2010
Ed Matthews, Purchasing Manager, 972-721-3757
*Recommended for
Award.
Vendors Sico America Inc. Stageright Corporation
Attachment: Response Summary (3492 : 30P35 AWD Staging/Risers for Conv Ctr)
Item Description Total Price Total Price
1-11 Part 1-Stage System Total Installation as per specifications $69,438.00 $71,295.00
1-7 Part 2-Risers Total Installation as per specifications $52,142.25 $56,396.00
Total Gross Amount $121,580.25 $127,691.00
Payment Term Discount Percent Net 30 2%/30
Payment Term Discount Amount $0.00 $2,553.82
Total Net Amount $121,580.25 $125,137.18
Page #1 of 1
Packet Pg. 663
33
AGENDA ITEM SUMMARY

Resolution -- Approving and Accepting the Bid of Equipment Depot for

Material Handling Equipment for Irving Convention Center
spending in Irving.
(FF&E) items, and this award is the sixth of six solicitations being recommended for
5. Some items included in this purchase are scissor lifts, forklifts, dollies, hand trucks,
pallet jacks, and platform trucks.
8. It is recommended that we reject the responses for the 45’ boom lift in order to
revise the specifications for a larger boom lift to better fulfill the city’s purpose for
this equipment.
Bond Fund.
Recommendation
received seven responses. This award is recommended to the lowest, responsive responsible
bidder for Items 2-13. Item 1, 45’ boom lift, is not being recommended for award at this time
to revise specifications for a 60’ boom lift.
ATTACHMENTS:
Packet Pg. 664

33

4002-1001-75101-908049 Budget: $122,590.00 Actual: $90,248.55
PV015620
Packet Pg. 665

33
CITY OF IRVING

IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves and accepts the bid of Equipment Depot for
Items 2-13 in the net amount of $90,248.55 for Material Handling Equipment for
Irving Convention Center, and awards the contract to said company in said amount,
and authorizes the Mayor to execute any necessary contract.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 666

ITB Name: Material Handling Equipment for Convention Center As Recommended for Award.

* Recommended for
Award.
Production & Rigging Telebusiness Inc. dba

Vendors Stewart & Stevenson CE-DFW, Inc. *Equipment Depot MSC Industrial Supply Co. Grainger Indurstrial Supply
Resources, Inc. United One Source
Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total
Description Est. Qty.
Price Price Price Price Price Price Price Price Price Price Price Price Price Price
** Boom Lift - 45' 1 $49,469.00 $49,469.00 $51,111.00 $51,111.00 $47,747.71 $47,747.71 $43,660.25 $43,660.25 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Scissors Lift-20' 1 $11,669.00 $11,669.00 $12,153.00 $12,153.00 $12,031.69 $12,031.69 $10,571.85 $10,571.85 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
*** Scissors Lift-32' -Qty from 2 to 1 1 $33,630.00 $33,630.00 $34,098.00 $34,098.00 $32,471.78 $32,471.78 $29,706.20 $29,706.20 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Forklift Accessories -60" Fork Extensions 1 $303.00 $303.00 $475.00 $475.00 $322.39 $322.39 $299.00 $299.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Forklift 6,000 lbs. 2 $28,025.00 $56,050.00 $27,875.00 $55,750.00 $22,603.35 $45,206.70 $20,880.00 $41,760.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Carpeted Hardwood Dollies 5 $72.89 $364.45 $80.00 $400.00 $61.20 $306.00 $60.90 $304.50 $55.71 $278.55 $23.51 $117.55 $14.35 $71.75
Dock Plates 3 $1,732.05 $5,196.15 $1,300.00 $3,900.00 $1,249.13 $3,747.39 $1,037.50 $3,112.50 $1,148.26 $3,444.78 $1,038.90 $3,116.70 $0.00 $0.00
Hand Trucks 6 $186.13 $1,116.78 $250.00 $1,500.00 $106.52 $639.12 $155.50 $933.00 $95.41 $572.46 $83.90 $503.40 $51.70 $310.20
Hydraulic Pallet Jacks 2 $249.00 $498.00 $299.00 $598.00 $545.08 $1,090.16 $220.00 $440.00 $568.50 $1,137.00 $322.37 $644.74 $0.00 $0.00
Platform Trucks 4 $541.04 $2,164.16 $450.00 $1,800.00 $360.68 $1,442.72 $390.00 $1,560.00 $160.47 $641.88 $243.93 $975.72 $0.00 $0.00
Pry Bar 2 $199.00 $398.00 $250.00 $500.00 $136.54 $273.08 $166.25 $332.50 $157.31 $314.62 $114.75 $229.50 $0.00 $0.00
$113,103.54 $112,124.00 $98,859.73 $90,248.55 $6,389.29 $5,587.61 $381.95

Subtotal
$0.00 $2,242.48 $1,977.19 $0.00 $0.00 $0.00 $0.00
Discount Terms Net/30 2% 2% Net/30 Net/30 Net/30 Net/30
Discount Terms Amount $113,103.54 $109,881.52 $96,882.54 $90,248.55 $6,389.29 $5,587.61 $381.95
** No Award - a larger one is needed instead.
*** Qty changed from 2 to 1.
Packet Pg. 667
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1
Attachment: Response Summary (3490 : 30P35 AWD Material Handling for Conv Center)
34
AGENDA ITEM SUMMARY

Resolution -- Rejecting Proposals for the Energy Provider for Irving

Convention Center
2. This item has been recommended by Irving Convention & Visitors Bureau.
3. Impact: The City’s current energy provider will provide these services to the new
Irving Convention Center for several months. This will establish a base line of
power usage that is required to fully evaluate solicitation responses.
4. When the base line of power usage is determined, the City may elect to release a
new solicitation for a provider partnership that is prepared to provide a reliable
supply of electricity, associated services, a sponsorship component, and a high
level of customer service for the Irving Convention Center.
Recommendation
The resolution for rejection be approved.
Comments: Purchasing sent solicitation notices to 29 vendors for RFP#153E-10F and
received two responses.
ATTACHMENTS:

None
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CITY OF IRVING

SECTION I. THAT the City Council hereby rejects any and all proposals relative to RFP
#153E-10F, for the Energy Provider for Irving Convention Center.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Response Summary
RFP Name: Energy Provider
Attachment: Response Summary (3496 : 30P35 Reject Responses-Energy Provider-Conv Center)

RFP Closing Date: May 10, 2010
Purchasing Manager: Ed Matthews, (972)-721-3757
TXU Energy
Reliant Energy
Proposals will be evaluated and a recommendation will be made for award. Information, other than names of responders,
becomes public record upon award.
No bid
First Choice Power
Gexa Energy
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AGENDA ITEM SUMMARY

Recommending Department: Irving Arts Center LSR No: 11215
Resolution -- Approving and Accepting the Proposal of EAB Corporation

dba The Barber Shop Marketing for Advertising and Marketing Services for
the Genghis Khan Exhibit
1. This item supports Strategic Goal No. 7: Cultural, Recreational, and Educational
Environments.
2. This item has been recommended by Irving Arts Center.
3. Impact: Advertising and marketing an exhibition of this magnitude is important to
the success of the event and establishing the Irving Arts Center as a premier
facility.
4. The cost benefit analysis of outsourcing this service results in savings in several
ways. The Barbershop Marketing has long-standing relationships with media outlets
which will enable them to negotiate deeper discounts on media buys, promotional
add-ons, and editorial coverage. By working with the agency, the Arts Center will
also benefit from the company’s existing relationships with promotional partners and
sponsors.
5. Within a defined budget, the advertising agency will provide a media plan, media
buys, creative development, promotion support, and event production support for
the event. They have significant experience working with municipal, arts-focused
and tourism events. The account supervisor assigned to our campaign has
extensive experience working with well-known museums on sponsorship
development, marketing, and promotion.
6. Target audiences include families with children ages 6 and up, combined household
income of $50,000 and above, adults with an interest in history, travel or geography,
local and regional Mongolian population, group sales leaders/tour operators locally
and regionally, educators and school groups, and reaching these groups within a
400 mile radius of Dallas/Fort Worth.
7. Minority- and/or Women-owned Business Enterprises (M/WBE) participation on this
award is 100%.
8. Funding in the net amount of $405,000.00 will be available in the Genghis Khan
Fund.
Recommendation
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Comments: Purchasing sent solicitation notices to 157 vendors for RFP #152M-10F and
received ten responses. The proposals were evaluated by a team of four members and EAB
Corporation dba The Barber Shop Marketing received the highest score meeting the
evaluation criteria established in the RFP.
ATTACHMENTS:
A. RES Agreement (PDF)
B. Evaluation Summary (PDF)

2370-25041-565001-800 Budget: $350,000.00 Award: $350,000.00
PA013169
Prepared: 6/17/2010 11:58 AM by Marsha Hughes
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves and accepts the proposal of EAB
Corporation dba The Barber Shop Marketing in the net amount of $350,000.00 for
Fiscal Year 2009-10, and in the net amount of $55,000.00, subject to funds being
appropriated for Fiscal Year 2010-11, for Advertising and Marketing Services for the
Genghis Khan Exhibit, and authorizes the Mayor to execute attached agreement.
SECTION II. THAT this expenditure shall be charged to Account No. 2370-25041-565001-800 in
the net amount of $350,000.00.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: A. RES Agreement (3430 : 30P49 Awd Advertising Genghis Khan Exhibit)
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152M-10F Advertising and Marketing Services for the Genghis Khan Exhibit
*Recommended for award

Qualifications / Knowledge of
Corporate
Vendors Relevant Creativity (25) Partnerships (25) Irving Arts Center Total
Citizenship (5)
Experience (30) (15)
*The Barber Shop Marketing 27 23 22 14 2 88
Concussion 27 22 21 13 2 85
P&K Media 27 21 23 12 2 85
Vollmer Public Relations 25 19 20 12 5 81
NuMantra 24 20 17 12 5 78
DM Teague 18 16 20 10 2 66
Level Two 21 15 14 10 2 62
Phenixx 18 14 14 10 2 58
Classique 15 10 15 9 2 51
Enigma 12 9 12 6 2 41
Packet Pg. 767
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Attachment: B. Evaluation Summary (3430 : 30P49 Awd Advertising Genghis Khan Exhibit)
36
AGENDA ITEM SUMMARY

Resolution -- Approving Appointments to the Board of Directors of the

North Texas Transportation Authority
2. Impact: Appointment of this Board will give the City another tool to expand
transportation opportunities for the citizens of Irving.
3. The City Council created the North Texas Transportation Authority in 1995 as a
non-profit, local government corporation with an emphasis on streets, highways, toll
roads, turnpikes and the improvements, equipment, facilities, landscaping and
beautification ancillary thereto.
4. The current Directors’ terms have all expired and new appointments need to be
made.
5. The Board of Directors is composed of five (5) members, all of whom are appointed
by the Irving City Council. Under the Bylaws of the Corporation, the Directors serve
three year terms which are staggered so that no more than two Directors’ terms
expire in any one year.
Recommendation
Contract Required: No Review Completed By: N/A
Previous Action: No. 8-24-95-452 and Council Action: Approved
No. 1-19-95-543
.
Original Board of Director members included J. Ralph Ellis, David Hardie, Jennings Smith,
Ronald J. Krause, and Gerald Stavely This Board was active for three months in 1995. In
1997, the Secretary of State involuntarily dissolved the corporation for failing to file reports.
Making these appointments would be the first step to reinstating this local government
corporation.
Since the Corporation was set up with 5 Directors, that is what is up for appointment with this
item. The only specific qualification for a Director position is that they must be a resident of
the City of Irving and that is required by statute (Section 394.021, Tex. Local Govt. Code).
One suggested approach for the Council to consider is to appoint the Mayor and the four
members of the Planning and Development Committee (Rick Stopfer, Rose Cannaday, Mike
Gallaway, and Allan Meagher). If it is the Council’s desire, the Articles of Incorporation and
the Bylaws could be amended to increase the board members to 9, and the balance of the
Council could be appointed for the additional 4 positions. A 9-member board composed of
Packet Pg. 768

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Council members is the structure of the Irving Housing Finance Corporation as an example.
ATTACHMENTS:
Resolution and Articles of Incorporation 8-24-1995 (PDF)
Resolution No_ 10-19-95-543 Adopting Amended Bylaws - (PDF)

NONE
Prepared: 7/29/2010 02:17 PM by Charles Anderson
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the appointment of the following individuals
to serve as directors of the North Texas Transportation Authority:
POS. NAME TERM EXPIRES:
1 October 1, 2011
2 October 1, 2012
3 October 1, 2012
4 October 1, 2013
5 October 1, 2013
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: Resolution and Articles of Incorporation 8-24-1995 (3515 : 16 North Texas Transportation Appointments)
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Attachment: Resolution No_ 10-19-95-543 Adopting Amended Bylaws - (3515 : 16 North Texas Transportation Appointments)
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AGENDA ITEM SUMMARY

Recommending Department: Capital Improvement Program LSR No: N/A
Resolution -- Awarding a Contract to SAK Construction, LLC, for

Rehabilitation of Hackberry Creek Interceptor Trunk Sewer Project
1. This item supports Strategic Goal No. 9: Infrastructure.
2. Impact: This project will repair five manholes and will restore the structural integrity
of the sewer interceptor pipe serving the commercial area of MacArthur Boulevard
between SH 161 and LBJ Freeway.
3. This project includes the installation of approximately 2,173 linear feet cured-in-
place pipe, 1,573 linear feet clean and televised sewer and siphon pipes, removal
and replacement of five manholes, frames and covers, and 90 vertical feet and
1,200 square feet of cementitious rehabilitation of manhole/structures.
4. The lowest responsible and responsive bidder was SAK Construction, LLC in the
amount of $779,387.00. An additional $8,000.00 is needed for testing, bringing the
total cost of the project to $787,387.00.
5. Funding in the amount of $787,387.00 is available in the Sanitary Sewer Bond
Fund.
Recommendation
Contract Required: Yes Review Completed By: N/A
.
On July 9, 2010, bids were received for the Rehabilitation of Hackberry Creek Interceptor
Trunk Sewer Project. The following is a tabulation of bids received:
1. SAK Construction, LLC $ 779,387.00 90 Calendar Days

2. Insituform Technologies $ 786,135.00 90 Calendar Days
3. Suncoast Infrastructure $ 808,542.00 90 Calendar Days
4. Repipe Co. $ 809,468.00 90 Calendar Days
5. Reynolds Inliner, LLC $1,168,657.00 90 Calendar Days
ATTACHMENTS:
Hackberry Creek Interceptor (PDF)
Packet Pg. 843

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5412-3271-71401-908040 Budget: $787,387.00 Actual: $787,387.00
P0186983
Prepared: 7/19/2010 12:31 PM by Lana King
Last Updated: 7/27/2010 09:13 AM by Lana King
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves and accepts the bid of SAK Construction,
LLC, in the amount of $779,387.00 for Rehabilitation of Hackberry Creek Interceptor
Trunk Sewer Project and awards the contract to said company in said amount and
authorizes the Mayor to execute said contract.
SECTION II. THAT $8,000.00 is hereby approved and authorized for testing to be performed by
the City of Irving’s contracted testing firm.
SECTION III. THAT this expenditure shall be charged to Account No. 5412-3271-71401-908040 in
the total amount of $787,387.00.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
Packet Pg. 845

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LAS COLINAS SERVICE CENTER

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7/12/2010 11:01:37 AM
CIPP Rehabilitation of Hackberry Creek Interceptor Trunk

Packet Pg. 846
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AGENDA ITEM SUMMARY

Recommending Department: Capital Improvement Program LSR No: N/A
Resolution -- Approving Change Order No. 2 to EMJ Corporation for the

Construction of West Irving Library
1. This item supports Strategic Goals No. 9: Infrastructure and No. 10:
2. Impact: This change order will enable the West Irving Library to meet the
Department of Energy criteria for a Net Zero Energy Building through the installation
of a 339 KW photo-voltaic solar energy system.
3. The system is capable of producing 474,000 kWh of electricity via solar energy,
which exceeds the estimated annual energy usage of the library.
4. The cost of this change will be offset by reimbursement to the city of a
$1,158,316.00 grant from the State Energy Conservation Office (SECO).
5. The estimated savings in utility cost is $55,000.00 per year.
6. The environmentally friendly solar energy system contributes to the reduction of
carbon emissions.
7. Funding in the amount of $1,261,218.00 is available in the Non-Bond CIP Fund and
the Library Bond Fund.
Recommendation
Contract Required: No Review Completed By: N/A
RES-2009-557 Award of Contract
AA# 2878 Change Order No. 1
.
1. On December 10, 2009, the City Council awarded the construction of West Irving
Library to EMJ Corporation in the amount of $5,715,100.00. This contract provided for
the construction of a new library in west Irving. The construction included a 25,000
square foot library building including children, teen, and adult areas, computer lab,
quiet reading room, small meeting rooms, and staff support areas.
2. Change Order No. 1 was approved in the amount of $19,585.00. This change order
provided for rerouting the storm sewer system to connect with the existing water tower
drain and revising multiple inlets from the original design; installation of additional 6-
inch and 4-inch sleeves to accommodate undergrounding of primary power along
Esters Road; switch three W12x50 with three 12-inch pipes; and additional 6-sleeves
to accommodate the relocated geothermal wells.
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3. Change Order No. 2 adds $1,261,218.00 to the existing contract amount of

$5,734,685.00, bringing the new contract amount to $6,995,903.00
4. The combination of Change Order No. 1 and No. 2 will add a total of $1,280,803.00
(23%) to the original contract amount of $5,715,100.00.
ATTACHMENTS:
EMJ Change Order Letter (PDF)
CO #2 EMJ West Irving Library (DOC)
Solar Panel Layout Plan (PDF)

4001-1402-71101-909045 Budget: $1,158,316.00 Actual: $1,158,316.00
4010-1402-71101-909045 Budget: $ 102,902.00 Actual: $ 102,902.00
Prepared: 7/6/2010 02:48 PM by Lana King
Last Updated: 7/29/2010 03:06 PM by Lana King
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves Change Order No. 2 to the contract with
EMJ Corporation in the amount of $1,261,218.00 for the construction of West Irving
Library, and the Mayor is authorized to execute the attached Change Order.
SECTION II. THAT this expenditure shall be charged to Account No. 4001-1402-71101-909045 in
the amount of $1,158,316.00 and to Account No. 4010-1402-71101-909045 in the
amount of $102,902.00.
__________________________________
Max S. Duplant, CPA
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: EMJ Change Order Letter (3465 : 19 CO2 to EMJ for West Irving Library)
38.a
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Change Order
No. 2
******************************************************************************
PROJECT: Name: Construction of West Irving Library DATE: August 5, 2010
Resolution No: 2009-557
OWNER: City of Irving
Attachment: CO #2 EMJ West Irving Library (3465 : 19 CO2 to EMJ for West Irving Library)
825 W. Irving Boulevard
Irving, TX 75060
CONTRACTOR: EMJ Corporation

Street Address 2034 Hamilton Place Blvd. Ste. 400
City State Zip Chattanooga, TN 37421-6102
******************************************************************************
This change is issued to provide for the installation of a 339 KW photo-voltaic solar energy
system. This system consists of carport arrays, ground-mount arrays and a tracker array.
******************************************************************************
CHANGE IN CONTRACT PRICE:
Original Contract Price: $5,715,100 Cumulative Total of All Change Orders: $1,280,803
Previous Change Order(s) $ 19,585 Cumulative Total is 23 Percent of Original Award
Net Increase This Change Order: $1,261,218
Revised Contract Price: $6,995,903
******************************************************************************
Further, I (we) waive and forever release any claim against the owner for additional time or
compensation for matters relating to, arising out of, or resulting from the work included within or
affected by the executed change order.
Recommended: Approved: Approved:
_____________________ ______________________ _________________________

Casey Tate Herbert A. Gears Jim Self
CIP Director Mayor Sr. Vice President
City of Irving City of Irving EMJ Corporation
Date: Date: Date:

******************************************************************************
Rev. 8-20-2002
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Attachment: Solar Panel Layout Plan (3465 : 19 CO2 to EMJ for West Irving Library)
39
AGENDA ITEM SUMMARY

Recommending Department: Water Utilities LSR No: 10840
Resolution -- Memorandum of Agreement with the City of Dallas for

Wholesale Treated Water Rate-Setting Methodology
2. Impact: The agreement establishes rate-setting methodology over the next 30
years for Irving and other Dallas customers that purchase water under the
Wholesale Treated Water Contract.
3. Irving currently purchases 6.7 million gallons of drinking water per day from the City
of Dallas under a Wholesale Treated Water Contract to supplement Lake Chapman
water supplies. Irving’s contract for treated water continues through June 30, 2033,
although the Memorandum of Agreement (MOA) that is referenced in the contract
and defines rate-setting methodology is expiring and needs to be renewed.
4. The new rate-setting methodology includes a few minor changes that are not
expected to have much impact on the cost to Dallas customers. However, the
Dallas rates for this contract have increased in the past and are expected to
continue to increase in the future due to rising costs to meet treatment regulations,
develop new supplies, power the facilities and provide basic operations and
maintenance.
5. The rates will continue to have two parts: volume and demand.
6. This MOA update and renegotiation took place over two years and was developed
with input from all customer cities as well as Dallas.
7. All customer cities are expected to approve the MOA which includes a new term of
30 years.
Recommendation
That the New MOA for wholesale treated water rate-setting methodology as reflected in
the attached Exhibit “A” be approved.
The memorandum of agreement was in place 30 years ago, effective on December 17, 1979.
It was signed by City Manager Jack Huffman, and the signatures of 11 other City Managers
from the following cities, City of Carrollton, City of Cedar Hill, City of Cockrell Hill, City of
Coppell, City of DeSoto, City of Duncanville, City of Hutchins, City of Lancaster, City of
Richardson, City of Seagoville, and City of Dallas.
ATTACHMENTS:
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City of Dallas MOA for Wholesale Treated Water (PDF)

None
Prepared: 7/21/2010 04:01 PM by Regina Bishop
Last Updated: 7/29/2010 02:37 PM by Regina Bishop
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CITY OF IRVING

SECTION I. THAT the City Council hereby approves the attached Memorandum of Agreement
between the City of Irving and the City of Dallas for wholesale treated water
rate-setting methodology, and the Mayor is authorized to execute said agreement.
on August 5, 2010.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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Attachment: City of Dallas MOA for Wholesale Treated Water (3501 : 32 Dallas MOA Wholesale Treated Water Rate-Setting)
Memorandum of Agreement (MOA)
for
Wholeeala T.-aled Waler
Preamble: Tha 1979 MOA saWed a rats dlsputs lawsuft batwaan Dallas and its
Wholasala Treatad Watar Customars regarding tha wholasala treated watar rat&-selling
methodology ("rat&-selling methodology"), and as such has served the rate-selling
methodology process well over the past 30 years. This amended agreement racognizas
that changes to tha rate-selling mathodology have occurred over this timeframe, and
incorporates consensus changas between Dallas and its Whoiesaia Treated Watar
Customars, and as such will sarve to govem tha rate-seiling methodology for the next 30
years.
1. Puroose: Dallas is a regional watsr provider currenUy providing lraeted water service
to Wholasale Trealed Watsr Customars localed within Dallas' established sarvice area
in North Centnal Texas. The purpose of this agreement is to establish the rat&-selllng
mathodology and formalize the mutual expectations of Dallas and its Wholesala
Treated Watsr Customers with naspect to nate-selling methodology. This rate-selling
methodology will provida the basis for delarmining wholesala \realed watar ratas aftar
lis effective date.
2. AODlicabil!lv: This agraement is subjeclto all applicable orders, laws and regulations
of the City of Dallas, State of Texes and the Unlled States. If any state or federal
govemmental agency having jurisdiction disapproves any material part of this
agreement dUring the term, the agreement Is subject to cancellation by any party and
nanegotiBlion by Dallas and lis Wholesale Trealed Water Customers.
3. Water System Policv: Dallas operates a water syatem to proVide a regulatory

compliant, safe and reliable water supply, adequate for the current water usa and
future growth of Dallas and il8 Wholasale Treated Water Customers, and to avoid
subsidization of any class of customers.
4. OefinlUons: A glossary which defines appllcabla cost of service terms is located in

Appendix A of this MOA. Cost of service terms may be added, or the definition of an
existing !arm amended, from Ume to tima, without the necessity of amending this
MOA. Additions and amendmants will be reflected in the appendices allached to the
annual cost of service studies.
5. RssDOnsiblllljes:
a. Dalla. is responsible for planning, financing, constructing, operating and

maintaining the watsr supply system to the extent permitted by available waler
revenues, for developing cost of service Information to support wholesale rata
changes, and for informing Wholesale Treated Water Customers of wholesale
rate changes and other pertinent utility information.
Page 1 of 31
Packet Pg. 858
39.a
b. Wholesale Treated Water Custome.. are responsible for keeping Dallas
informed conceming their projacted water supply needs and operating
requirements tor planning, managing and maintaining their retail systems to
promote water conservation and efficient system operation, and for paying
adequate rales to Dallas to cover the costs incurred by Dallas in providing
service to them.
6. Rate-Selling MethodQlogy for Wholesale Treated Water.
a. Ravenue requirements are to be detennined on a utility basis, at onginal cost,

including constNctIon work in progress.
b. Dallas is to receive a rate of ",rum on rate base equa/to embedded interest

rate on water "",enue bonds, commercial paper and other debt instruments
plus 1.5 pereant, which is agreed to be an edequate return to Ct:Jl/8f tts costs
and risks and a9 compensation for ownership and management responsibilities.
c. AH existing and furure water supplies and associated faciltties are to be

included in a common water rate base. Wholesale Treated Wetsr CU8tomers.
as e class, shaH pay thalr proportfonate share of costs for water supply,
inclUding that portion held for future use. For the 2010 cost of service s!lJdy,
wholesale treated water custome,. shaH be allocated a percentage of total
resellloir costs based on a 1Q-yeer furure use percentage calculated using a
24·year linear regression. This percentage sha' be inc",ased or decteased in
direct proportion to future changes in actual usage In conjunction wtth the cost
of selVice s!lJdles. (Dallas will pay the belance of water supply coots which are
not aHocated to Wholesale Treated Water Customers under the cost of selVice
allocation.) Allocation of costs other than water supply costs, including but not
Iimtted to operations and maintenanca costs, shall ba based on current usa.
d. Direct reuse of !Taated wastewater effluent is an Inside Dallas only cost and will
be allocated to Inside Dallae custome.. only. Indirect reuse of treated
wastewater effluent for lake augmentation will ba included as a cost and as a
benefit cammon-ID-all.
e. There will be a two part wholesale treated water rate (volume and demand),
wlth allocation of costs in rate design so as to encourege con88lVlltion and
efficient operation of the water systems of Dallas and tts Wholesale Treated
Water Customers.
f. Attha end of ten years from the Effective Date of the MOA, and each ten years
thereafter, the Ctty 01 Dallas or a majority of the Wholesale Treated Water
Custome.. who are parties to this agreement may request a review of the
above rate-seiling msthodology; and " so, the methodology shall be subject to
renego~ation.
Page 2 of 31
Packet Pg. 859
39.a
;
7. WhQlesale Treated Water Rale8: After the effective date of this MOA, Dallas will
prepare a cost of service study to support wholesale treated water rates and
allocations, and will subm~ it to the Wholesale Treated Water Customers to review
and accept prior to submission to the Dallas City Council. Except as noted herein, the
cost of service rate-setting principles will adhere to the 2009 cost of service study,
inclUding changes that have been Identified and implemented since thet dete.
8. Effective Date: This MOA is effective as of December 17, 2009.
9. Im!I: The tenn of this "lOA is thirty (30) years from ~s effective date, or untH
December 18, 2039, and for such addnionel periods as the pertles may mutually agree
upon.
10.Accroved changeI' Changes in the rate-setling methodology or other conditions may

be mede by mutual agreement of all parties at any time.
11. IndIVidual contmcts: This "lOA Is considered a replacement of and supersedes the
1979 "lOA and shall automatically be Incorporated and become a part of all existing
wholesala treated water contracts wi1hout any further action or approval on the part of
the City or of the Wholesale Treated Water Customers. Rate-settlng methodology for
individual contracts for wholesale treated water service between Dallas and ita
Wholesale Treated Water Customers will be consistent with this "lOA. Dallas and ita
Wholesale Treated Water Customers will honor their existing water service contrads
until such time as the contracts are amended or superseded by a new contrad.
Contracts for new Wholesale Treated Water Customers will be consistent with this
"lOA.
12. Recognitjon of MOA Partjcjcan!s: The "lOA renegotiation process took place over
many months dUring 2009 and 2010 and involved a number of meetings to discuss
possible changes, revisions, and anematlves to the existing "lOA. To that end, the
City of Dallas would like to thank the individuals listed below for their outstanding input
and contributions in the "lOA update and rensgotlatlon proce.., without whose help
this revised document would not have been possible. Participants are listed in
atlached Appendix B.
13.Authorization to Act: By their signatures beloW, the representatives of Dallas and the
Wholesale Treated Water Customers state that they are authorized to enter Into this
"lOA. Dallae and the Wholesale Treated Water Customers will each proVide
documentation that this "lOA has been authorized by its respective governing body.
14.CO!!nteroarts: This MOA may be executed in any number of counterparts, each of

which shall be deemed an original and constitute one and the same instnument.
Page 3 of 31
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EXECUTED a. of the /~ day of JU:ne.
,2010, on behaW of Dalla. by its City
Manager, duly authorized by Resolution No. If)- n.IL, adopted on the LZ:!!) day of
mar ,2010 and approved a. to fonn by it. City Attorney.
APPROVED AS TO FORM: CITY OF DALLAS

THOMAS P. PERKINS, JR. MARY K. SUHM
City Attorney C~yManager
Istant City Manager
Page 4 of 31
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EXECUTED as of the day of ,2010, on behaW of the Town of
Addison by its City Manager. duly authorized by Resolution No. , adopted
on the day of .2010, and approved as to form by ns City
Attorney.
TOWN OF ADDISON
By: -=:0.;;==:;-;:"",,'-':::=:-:-
Ron WMehead. City Manager
ATTEST: APPROVED AS TO FORM:
By: _ _-;-:---,-:~=---,..,, _
Lea Dunn. City Secretary John Hill, City Attorney
Page 50f31
Packet Pg. 862
39.a
EXECUTED a. of the day of ,2010, on beha~ of the City of C.rmlnon,
Te•••• by it. City Manager, duly authorized by Resolution No. • adopted on
the __ day of ,2010 and approved a. to 10"" by ita City Attorney.
APPROVED AS TO FORM: CITY OF CARROLLTON, TEXAS
By -=:----;-;:- _ By -=:---:-: _
City Attorney City Manager
ATTEST:
By -=---;;===
City Secretery
_
Page 6 of 31
Packet Pg. 863
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EXECUTED as 01 the day 01-,--,---=-_,,2010, on behaW of the City of Ceder Hill,
Texas, by its Mayor, duly authorized by Resolution or Ordinance No. ,
adopted on the _ day of , 2010 and approved as to Iorm by its City
Attornay and City Manager.
CITY OF CEDAR HILL, TEXAS
ROB FRANKE, MAYOR
BY _----;==::=--;-;-:,...,-:: _
Rob Franka, Meyor
ATTEST:
Ron McFartand, Attorney
BY ----.:::=,.,--- _
Attorney
Lyn Hili, Secretary
BY --.;:==
Sacnatary
_
Pege 70f31
Packet Pg. 864
39.a
EXECUTED a. of the dayot , 2010, on behalf ot the City ot Cockrell
Hili, Texas, by its Mayor, duly authorized by Resolution No. , adopted on the
__ day ot ,2010 and approved a. to form by its CIIIy Allomey.
APPROVED AS TO FORM: CITY OF COCKRELL HILL, TEXAS
BY BY_ _:-c--::--::-_---:-:" _
Robert F. Brown, City Allomey Lui. D. Carrera, Mayor
ATreST:
BY.,..,.---c-:~-__::",--~_:_:-
Hector M. Saenz, City Adminl.trator
Page Bot 31
Packet Pg. 865
39.a
EXECUTED as of the day of , 2010, on behalf of the Combine Wale'
Supply Corporation by its _ - - - - , duly authorized by Re80lulion No,
_ _ _ _, adopted on the __ day of ,2010.
ATIEST: COMBINE WATER SUPPLY

CORPORATION
By _ By _
Prinled Name:, _ Printed Name: _
Title:- - - - - - - - - Title: President
Page 9 of 31
Packet Pg. 866
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exECUTED as of Ihe day of , 2010, on behalf of the City of Coppell,
Texas, by il8 City Manager, duly authorized by Resolution No. , adopted on
the __ day of ,2010 and approved as to form by its Altorney.
AGREED AS TO FORM: CITY OF COPPELL, TEXAS
By =---,-,,-- _ By---,;:,...-=;;o---,;:;:--:-;- _
City Attorney Clay Phillips, City Manager
ATTEST:
By_----,==-:;-=-=---::=_ _
Libby Ball, City Secretary
Page 10 of 31
Packet Pg. 867
39.a
EXECUTED as 01 the day 01 , 2010, on behalf 01 the D/FW
International Airport Board by ~s ---,-d'uly euthorlzed by Resolution No.
,---~;:---,-' adopted on the _ day 01 ,2010 and approved as to Iorm
by its Board Attorney.
APPROVED AS TO FORM: DAlLAS-FT WORTH INTERNATIONAl

AIRPORT
By_ _ ---.=::;-;-==-=
Board Attorney
_ By _
Printed Narne: _
TiUe: _
ATTEST:
By_ _ ---.==:-:-
Secretary
_
Page 11 0131
Packet Pg. 868
39.a
EXECUTED as of the day of , 2010, on baha. of the Dallas County
Waler Control and Improvament Dlstrlc1 NO.6 by its General Manager, duly authorized by
Resolution No, • adoplad on tha _ _ day of .2010.
DALLAS COUNTY WATER CONTROL

AND IMPROVEMENT DISTRICT NO. 6
BY _
Prinlad Name: _
Tltie: General Manager
Page 12 of 31
Packet Pg. 869
39.a
EXECUTED as 01 the day 01 , 2010, on behaK 01 the City 01 DeSoto,
Texas, by Its Mayor. duly authorized by Resolution No. • adopted on tha __
day 01 , 2010 and approved as to 1000 by its City Attorney.
APPROVED AS TO FORM: CITY OF DESOTO, TEXAS
By_--=---,-,----- By_-;:----:-::".-_--:-:- _
City Attorney Can Shannon, Mayor
ATTEST:
By =-;:- _
City Secretary
Page 130131
Packet Pg. 870
39.a
EXECUTED as of the day of , 2010, on behalf of the City of
Duncanville, Texas, by its City Maneger, Kent Cegle, duly authorized by Resolution or
Ordinance No. , adopted on the __ day of , 2010 and
approved as to form by lis Attorney.
APPROVED AS TO FORM: CITY OF DUNCANVILLE, TEXAS
BY_=-:::::-;-;:-::=-==
Robert Hager, Attorney
_ BY_===::-::;:;;:-:-;C7:": C:--
Kent cagle, City Manager
ATTEST:
BY_====.....,.,,,,,,,==:-:-_
Oars Crabtree, City Secretary
Page 14 of 31
Packet Pg. 871
39.a
EXECUTED as 01 the dey aI , 2010, an behaW altha Ellis County
Water Control and Improvement District No.1, by its Administrator, duly authorized by
Resolullon No. • adopted on the _ d a y a l , 2010.
ATIEST: ELLIS COUNTY WATER CONTROL

AND IMPROVEMENT DISTRICT NO.1
By _ By _
Printed Name' _ Printed Name' _
Title:, _ Tille: _
Page 15 al31
Packet Pg. 872
39.a
EXECUTED as of the dey of , 2010, on behaW of the City of Fenners
Branch, Texas, by its City Manager, duly authorized by Resolution No. ,
adopted on the _ _ day of , 2010 and approved as to fonn by its City
Altorney.
APPROVED AS TO FORM: CITY OF FARMERS BRANCH, TEXAS
Kevin Laughlin, City Attorney

BY_==~=",,;::-;-==:-_
ATTEST:
Cindee Peters, City Secretary
Page 16 of 31
Packet Pg. 873
39.a
EXECUTED ... of 111. day of , 2010, on behalf of the Town of
FI_•• Mound, T.x.u, ... duly aulllorized by R••olutlon No. , adopt.d
on lI1e _ day of • 2010 and approved a. III fonn by tha T_n
AtlDm.y,
TOWN OF FLOWER MOUND, TEXAS
APPROVED:
BY_-..==c;;:-:-==,.....=::-
M.n... D. North.m , Mayo.
ATTEST:
Paula J. Paachal, T_n S41cretary
APPROVED AS TO FORM AND LEGAUTY:
T....nce 8. Walch, T_n _m.y
Page 17 of31
Packet Pg. 874
39.a
EXECUTED as 0' the day 01 , 2010, on behaW ol the City ol Glenn
Heights, Tax8lI, by its City Manager, duly authorized by Re90lu~on No. -:;-_:--_
adopted on the _ dey ol , 2010 and attested to by its City Secretary.
ATTESTED: CITY OF GLENN HEIGHTS, TEXAS
By --;=-=----,-- _
City Secretary Jacqueline L Lee, City Manager
Printed Name: _
Page 18ol31
Packet Pg. 875
39.a
EXECUTED a. of the day of , 2010, on beha~ of the City of Grand
Prairie, Texa., by its City Manager, duly authorized by Re801utlon No, ,
adoplad on the __ day of , 2010 and approved a. to !ann bY its
Attomey,
APPROVED AS TO FORM: CITY OF GRAND PRAIRIE, TEXAS
Don Poslell, City Attomey Tom Hart, City Manager
AlTEST:
BY_-==;==c=-;===:::::-
Cathy DiMaggio, City Secrelary
Page 19 of 31
Packet Pg. 876
39.a
EXECUTED as 01 the dey of ,2010, on beha~ 01 the City 01 Hutchins,
Texas, by its Mayor, duly authorized by Resolution No. , adopted on the __
day 01 ,2010 and approved as to Iorm by its City Attorney.
APPROVED AS TO FORM: CITY OF HUTCHINS, TEXAS
By-_ _--c-----,- _ By :-:;----;-;:--------;-;-_ _

City Anorney
ATnST:
By-----c-----=-----
City Secretary
Page 20 0131
Packet Pg. 877
39.a
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS.
on ,2010.
HERBERT A. GEARS
MAYOR
ATTEST:
Shanae Jennings
Cha~es R. Anderson
City Attorney
Page 21 of 31
Packet Pg. 878
39.a
EXECUTED as 01 tha day 01 , 2010, on beha~ of tha City of Lancaster,
Taxas, by Ks CKy Manager, dUly authorized by Resolution No. , adopted on
the __ day 01 , 2010 and approved as to lonn by its City Attorney.
APPROVED AS TO FORM: CITY OF LANCASTER, TEXAS
Robert E. Hagar, CKy Attorney

BY_==-..,,-==_=-.......,:-::-__
Rickey C. Childers, City Menager
ATTEST:
Dolle K. Downe, City Secretary
Page 22 of 31
Packet Pg. 879
39.a
EXECUTED as of Ihe day of , 2010, on behaff of The City of
Lewi.ville, T exee, by Its City Maneger as authorized by Rasolution adopted on tha _ _
day of ,2010 by a vote of 10 _
CITY OF LEWISVILLE, TEXAS
Claude King, City Msnager
ATTEST:
Julie Heinze. City Secretary
Ronald J. Neiman, City Attorney
Page 23 0131
Packet Pg. 880
39.a
EXECUTED as of the day of , 2010, on behalf of the City of Ovilla,
Texas, by its Mayor, duly authorized by ReSOlution No. , adopted on Ihe __
day of ,2010 and spproved as to form by its City Attorney.
APPROVED AS TO FORM: CITY OF OVILlA, TEXAS
By =---,-,::-- _ By -:-: _
City Attorney Mayor
ATIEST:
By_ _ --;"""'"===- _
City Secretary
Page 24 of 31
Packet Pg. 881
39.a
EXECUTED as of the day of ,2010, on behaW of the City of Red Oak,
Texas, by tts Mayor, duly authorized by Resolution No. , adopted on the __
day of ,2010 and approved as to 10m by tts City Attorney.
APPROVED AS TO FORM: CITY OF RED OAK, TEXAS
By =:---.-::= _ By ;-;-:-:=- _
City Attorney
ATTEST:
By =--=-_-,- _
City Secretary
Page 25 of 31
Packet Pg. 882
39.a
EXECUTED as of the day of , 2010, on beheW of the Cjty of
Seagoville, Texas, by its City Manager, duly authorized by Resolution No. ,
adopted on the __ day of • 2010 and approved as to form by its Cjty
AUOmey.
APPROVED AS TO FORM: CITY OF SEAGOVILLE, TEXAS
By =:-;;:;==- _ By """"'~===__---
City AUOrney City Manager
ATTEST:
By_ _---,===::::- _
City Secretery
Page 26 of 31
Packet Pg. 883
39.a
EXECUTED as of the day of ,2010, on behaW of The Colony, Texas,
by its Mayor, dUly authorized by Resolution No. , adopted on the __ day of
_ _ _ _ _, 2010 and approved as to 10m by its City Attorney.
ATIEST: CITY OF THE COLONY, TEXAS
By_ _,.-_;-:-:c-:=-_----:.,-_ _
ChrisUe Wilson, City Secretary Joeseph McCourry, Mayor
By--.".."T.::""".,..-=~::-:-__-
Jeff Moore, City Attorney
Page 27 of 31
Packet Pg. 884
39.a
APPENDIX A
GLOSSARY OF TERMS
A1locetlon - The apportioning of the cornmon-to-all cost of service.
Common-To-All • Facililies, and their associated cost. that are dedicated to providing
treated water service to both Dallas and Wholesale Treated Water Customers.
Con.tructlon Wort< In Progre•• (CWIP) • The utilltys investment In facilities under

construction but not yet dedicated to service.
Demend COllie· Costa associated wilh providing facililles to meet peak rates of use, or
demand, placed on the system by the customers.
Depnocletlon • The wearing out or loss in service value of property used in utility
operations.
DepnocleUon Rete· The rate of loss in service value, based on the expected service life
of property.
Depreciation Re.erve - The accumulated amount of the loss in service value of property.
Direct Reuse - The use of treated wastewater effluent from Dallas' wastewater treatment
planta for non-drinklng water purposes wllhin the boundaries of the Cily of Dallas.
Embedded Inlarsel Rate - Annual Inte"'st expense exprllSsed as a percentage of
average debt.
Indirect Reuse - The use of treated wastewater effluent from Dallas' waslewater
treatment plants for raw water supply augmentation purposes.
In.lde D.lle. - The group of retail treated water service customers, comprised of
",sldenUal, commercial and industrial customers served by Dallas Water UUlllles.
Intereal Expen.e • Payment made for tile use of borrowed fund•.
Materlele & Supplle. - Asaets In Inventory which are required to meet current
obligation. and service responslbillUes of tile utility.
Msxlmum D.y D.mand - The maximum demand placed on the system over a 24-hour
period.
Maximum Hour Oem.nd ~ The maximum demand placed on the system over a
eO-minute period on the system's maximum day.
MGD· Million galions per day flow rate.
O~raUng Expen... - OperaUon and maintenance charges incurred In operaUng a
utlilly.
Page 28 of31
Packet Pg. 885
39.a
APPENDIX A
GLOSSARY OF TERMS
(PAGE 20F2)
Original Coat- The amount of investment In faculties when first put Into service.
RlI!lI Ba.e - Total investment dedicated to providing utuity service.
Rate of Return - The percentage of retum authorized to be earned on an investment

(e.g. a rate base).
Re••rvofr Capacity - The amount of water available from a reservoir.
Re..rvolr Coello· Costs incurred In acquiring and maintaining an untreated water supply
system.
ROFC • Rate of flow controller. A device limiting instanteneous flow rate to a specific
amount Instantaneous flow rate for rate setting purposes is a per day setting.
Standby Service· Connection to wholesale treated water customer which is not normally
used, excluding bypass lines which are required by Dallas Water util~les as a part of an
active metertng facility.
Teet Period (or Teet Year) • Selec1ed to be representative of the period of time over
which the new rates are expected to be in eftect.
Treated Water - Raw water that has passed the purtftcatJon process,
Unaccounted for Waler • Water produced but not billed to customers that resutt from
metertng Inaccuracies. svetem leakage, and miscellaneous unmetered uses.
Volum. Coata - Costs that tend to vary directly wltlh the amount of water produced and
sold.
Water ~p"ee and Aaaocleted Facilities - Dallas' water supplv system, including. but
not 11m' to, aU reservo,"" Indirect reuse weter, and aU syst.m mfrastructure.
Wh......I. Coat of S.rvlce • The sum total of: (1) operating expense. (2) depreciation
expense. and (3) retum on Investment. Depreciation expense and rate of return are on
the original cost of investment lesa accumulated depreciation, capitalized Interest and
contributed capital.
Whol...l. Treated Water Custom.,. - The group of water customers of the City of
Dellas which currenUy have e wholesale treated water contract wItIh Dallas.
Wortdng Capital • Assets (lunds) which are required to meet current obligations and
service responsibililles of the utiiity.
Page 29 af31
Packet Pg. 886
39.a
APPENDIX B
MOA WORKING GROUP
Addison: Randy Moravec

Lauren Clartt
Bob Scotl
Lori Iwanicki
David Gaines
Ceder Hili: Ruth Antebi-Guten
Th_ Colony: Tod Maurlna
COppell: Chad Beech

KJm Tlehen
Dalla Fort Worth Airport: JellY Dennis
D.II.. County W.C.&I.D. 1M: Roberl Rodriquez

Rod Taylor
WilHam F_man
Donton: nm Floller
DeSoto: 190m cameron

TomJohnoon
Frank Trando
RIcherd Summerlin
Dennl. Schwertz
F8rme,. Bl'llnch: Ch8r1ee Cox

MarkPavageaux
Flawer Mound: Chuck Springer

Kenneth Parr
Olonn Heights: Judy Bell
Grand PFIIlr": Ron McCuller

Doug Cuny
Grapevine: Ramana ChiMSkoda

Kent Conkl.
Irvlng: Aimee Kaallk

David Cardenas
Lewlovtlle: Carole BS88lnger
Page 30 of31
Packet Pg. 887
39.a
Red Oak:
Charfes Brewer
Rlchardaon:
Kent Pfeil
Keith Oagen
Unlvel'llty Part:
Kent AustIn
Upper Trinity Reglona' Water Dlatrfct:

Tom Taylor
Lany Patterson
Dall••: Jo M. (Jody) PUckett

Bobby Praytor
ChaMea Strtnger
Terry Lowery
Denia Quad.
Jacqueline Cutton
Tonie BaITlx
Mell... P..chal~Thompson
Erica RobInson
Maria Salazar
Page 31 of 31
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1
1
1
1
1
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1
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Citizens’ Forum, July 22, 2010
Prepared by: Karen Ducote, Office Coordinator

RESIDENT CONCERN ACTION TAKEN STAFF ASSIGNED
Lucia Rottenberg Automated payment process for water bill. None None
2220 Indian Creek
Irving, Texas 75060
972-986-6477

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FINAL AGENDA

MEETING OF THE IRVING CITY COUNCIL

THURSDAY, AUGUST 5, 2010

825 WEST IRVING BOULEVARD

6:15 P.M. ------------------------------------------------------------------Pre-Council Briefing (If Necessary) 1st Floor

Diana Rohrback, Baha’i Faith of Irving

Proclamations And Announcements

Announcements And Recognitions

Public Hearing: Items 1 through 41

THIS MEETING CAN BE ADJOURNED AND RECONVENED, IF NECESSARY, WITHIN 24 HOURS ON

City Council Agenda 08/5/2010 1

3 Approving Work Session Minutes for Wednesday, July 21, 2010

4 Approving Regular Meeting Minutes for Thursday, July 22, 2010

5 Resolution -- Approving an Interlocal Agreement for Security and Peace

City Council Agenda 08/05/2010 2

7 Resolution -- Authorizing the Mayor to Execute an Amendment to the

City Council Agenda 08/05/2010 3

9 Resolution -- Approving an Economic Incentive Agreement Between the

City Council Agenda 08/05/2010 4

10 Resolution -- Nominating Health Management Systems, Inc. to the Office of

City Council Agenda 08/05/2010 5

City Council Agenda 08/05/2010 6

13 Resolution -- Authorizing the Mayor to Execute a Second Amended and

City Council Agenda 08/05/2010 7

14 Resolution -- Authorizing the Mayor to Execute a Second Amended and

City Council Agenda 08/05/2010 8

16 Resolution -- Change Order No. 6 to the Construction Management at Risk

City Council Agenda 08/05/2010 9

City Council Agenda 08/05/2010 10

City Council Agenda 08/05/2010 11

Bids and Purchasing Items

18 Resolution -- Renewing Annual Contracts with GT Distributors, Inc., for

City Council Agenda 08/05/2010 12

20 Resolution -- Renewing the Annual Contract with IESI TX Corporation for

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22 Resolution -- Approving a Discretionary Service Agreement Between the

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23 Resolution -- Approving and Accepting the Proposal of Chase Equipment

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35 Resolution -- Approving and Accepting the Proposal of EAB Corporation

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38 Resolution -- Approving Change Order No. 2 to EMJ Corporation for the

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SPECIAL MEETING OF THE IRVING CITY COUNCIL

Attendee Name Organization Title Status Arrived

Minutes Acceptance: Minutes of Jul 20, 2010 8:00 AM (CONSENT AGENDA)

Mayor Herbert Gears called the meeting to order at 8:15 a.m.

Key Focus Area: Corridor Enhancement

Key Focus Area: Code Enforcement

City Council Work Session

• Corrected 96% of code violations voluntarily

Minutes Acceptance: Minutes of Jul 20, 2010 8:00 AM (CONSENT AGENDA)

Key Focus Area: Non-Compliant Apartments