City of Cincinnati Fussball Club Cincinnati LLC Memorand 018 Set forth below is a summary of certain terms relating to the development of an approximately 13- ‘acre site within the City of Cincinnati (the “City”) in the West End neighborhood (the “Project Site") by Fussball Club Cineinnati LLC andlor its afiliates (collectively, the “Developee”) for: () ‘8 Major League Soccer stadium (the “Private improvements”); and (i) on- and off-site roadways, tulle, site preparation, and a publ parking garage (the “Public Improvements"), on oF near the Project Site thatthe Developer either owns or will place under contract. All terms, costs, and other items included herein are preliminary and will be finalized in a Development Agreement and other related agreements between the City and the Developer. Such agreements will require certain approvals by the City administration and legislative authorization by Cincinnati Cty Council and Developer's completion of al ofthe contingencies outlined below. The Project Sie ‘The Project Site is an approximately 13-acre site in the West End neighborhood of the City, situated between Wade Strect on the north and Taft Information High School and 15* Street on the south, and between John Street on the west and Central Parkway on the east, which is more particulary deseribed the Site Plan attached hereto as of the Willard R. Stargel Stadium and ten additional commercial properties, all of which Developer owns or will place under contract The Private Improvements | The Developer is proposing to construct the Private Improvement, including a 21,000-seat Major League Soccer stadium, which would potentially be expandable to 30,000 seats at a later date (the Stadium”), ‘The foal estimated cost ofthe Private Improvements is projected to be '$212,500,000. ‘There are other private improvements that are expected to be made, both by Developer and other developers, in the area once the stadium js open and operating, but those anticipated private improvements are ‘not the subject ofthis Memorandum of Understanding (“MOU”). If so approved by the Greater Cincinnati Redevelopment Authority (Ghe “Redevelopment Authority), the Stadium is to be owned by the Redevelopment Authority so thatthe Developer may aval itself of certain cost savings avilable to the Redevelopment Authority, end leased tothe Developer for an aggregate term of not less than 30 years, ‘which wil provide for incidental soceer-related uses ofthe Stam, in addition to MLS matches. (oarsssnio) | | | |“The Developer also anticipates it will sock fo establish @ new ‘community authority pursuant to Ohio Revised Code Section 349.08, ‘which encompasses at minimum the Projet Site. The Public Improvements “The Developer has requested assistance from the City to construct a setis of Public Improvements in the vicinity of the Project Site to be specifically identified and negotiated by the City, Developer, and other Sakcholders, including: > Constructing necessary public improvements to support the stadium, ineloding without limitation: ‘Site Preparation, including demolition, excavation, and removal or abandonment of existing on-site utilities: + Infrastructure, including utility relocation and protections ineluding water, sewer, gas, and electric; ‘and roadway, traffic signal, and pedestrian access {improvements > Public Parking Structure: 750-space on-site surface or multi- story parking structure (de “City Garage”). "The total estimated cost of the Public Improvements is projected to be $34,896,800, To the extent the actual cost ofthe Public Improvements ‘equals or exceeds this estimate, the City’s direct assistance will be limited to that outlined in the Public Assistance Structure section ‘aelow. Hamilton County has committed to providing « 1,000-space public parking garage, which is currently estimated to cost at least 515,000,000, and that will be available fr visitors to the Stadium for ‘game days and other event days near the Stadium. “The State of Ohio has commited $4,000,000 in its FY19-20 Capital ‘Budget, andthe partes presently anticipate thatthe State of Ohio will provide an addtional $4,000,000, All such funds are in support of the ‘Stadium project and are to be used exclusively for construction of bli infastructure improvements Zoning Maters; Variances “The Department of Community and Economic Development (DCED") acknowledges that certain zoning relief may be requested jn connection with the development, including building signage, frontage, and building size!configuration. DCED intends to wor ‘good faith withthe Developer, other City departments, and community ‘Stakeholders to develop workable solutions to zoning issues, including, if warranted, supporting variances (fr parking or otherwise), or other zoning relief for the development. {90258320-10) 2DCED will coordinate with DOTE for the purpose of securing approval of infrastructure improvements on adjacent streets ‘Public Assistance Structure "The City wll consider the following public finance and property sights ‘mechanisms to fund the construction of the Publie Improvements: 1. Revente Bonds to finance Public Improvements to be ised by the Redevelopment Authority (if so approved by the Redevelopment Authority) and to be underwritten by Ross Sinclaire & Associates ({or the avoidance of doubt, the City ‘will merely assign the revenue streams, as more particularly described below, to service such Revenue Bonds as issued by the Redevelopment Authority). 2. Public ownership of the City Gurage (if so approved by the Redevelopment Authority, if applicable) (property. tax exemption) a 43, Public ownership of Private Improvements by the Redevelopment Authority (if so approved by the ‘Redevelopment Authority) (property tax exemption) 4. Pablie Improvements financing as described in this section “The City will not be Hable for any cost overruns in connection with the Public Improvements and the City's direct assistance is limited to the amounts desribed inthis MOU. ‘The City will provide direct support in cash in the amount of {$6,383,000 from the proceeds of sale of the Blue Ash Airport. ‘The City will, subject to appropriation in the fiscal 2019 budget provide a one-time contribution of $2,500,000 in City capital funds. ‘To facilitate a bond issuance by the Redevelopment Authority, or another issuer upon which the City will have the opportunity to provide final approval (in either caso, the “ssuer”), in an amount not to exceed {$8,000,000 the “Distriet TH Bonds”), the City will annually transfer | amouttt not to exceed total annual deb service om die Dist THF Bonds for a petiod of up to 14 years beginning in calendar year 2019 from available funds in excess of the existing obligations already committed by the City from revenue received in connection with the District 4Downtown/OTR Fast Incentive District, subject 10 ‘compliance with Ohio Revised Code 5709.40 through $709.43. “To facilitate a bond issuance by the Issuer, the City will, if epproved bby Hamilton County and the Convention Facilities Authority (the {90255320-10), 3 | | | |“CFA by means of an amendment to the Cooperative Agreement vith the City, the County, andthe CFA, permit the transfer of some oF all (a) ils share ofthe residual transient occupancy tax (the “Residual ‘TOT Funds") and (b) subject to City Council appropriation, annual City capital funds in an amount not to exceed $250,000 (the “Capital CFA Funds"; joinly with the Residual TOT Funds, the “Convention Facilities Funds”). The Convention Facilities Funds shall in no event cexcced $1,500,000 per yoar for 30 years, regardless of whether the (City's share ofthe transient occupancy tx increases in the future (he “CFA Funds Cap"), In no event shall the City contribute any portion of the Capital CFA Funds, unless any or all ofthe Capital CFA Funds ‘are needed to supplement the Residual TOT Funds to satisfy the CFA Funds Cap. Inaddition, the City will also cooperate with Hamilton County and take ‘such other steps as ere legally necessry to facilitate the County's se ‘fits share of the transient oocupancy tax to pay a portion ofthe cost ‘of the Public Improvements. ‘The City will also facilitate Developer's Major League Soccer bid by providing 15-year, 50% job retention tax credits pursuant to Ohio Revised Code 718.151. “The City will consider selling City-owned pareel(s) and right-of-way necessary for the Developer's development of the Project Site ‘The Developer curently anticipates it will seck 10 exempt the ‘improvements to that portion of the Private Improvements, exclusive of the Stadium, from real property taxation for a period of 30 years ‘pursuant to a project-based TIF. Contingencies “The Developer has commenced a Traffic Impact Study and the Developer agrees, if necessary, to amend it to the satisfaction of the City’s Department of Transportation & Enginecring (DOTE). It is understood by the Developer andthe City that the results of the traffic ‘study may require material alterations t0 the Developer's project as ‘curently proposed and that both the Private Improvements and Public Impraverents to he constructed may change as a result ofthis study City Couneil has approved the execution of this MOU by Ordinance No, duly adopted by City Council on April _, 2018. Any ‘changes 0 the Private or Public Improvements would be reflected in the Development Agreement. ‘The agreement on the part of the City to proceed will also be conditioned upon the Developer being granted s franchise by Major [League Soccer by no later than March 31, 2019. £00255320-10)“The MOU is also conditioned upon the passage of any additional legislation and execution of such other agreements and consents a6 ‘may be needed fo implement the matters desribed herein ané provide ‘novessury consents relating to transient occupancy tax revenues. ‘The Developer will commit to lease the Private Improvements for 30 ‘yoats with the ability to terminate the lease after 20. years upon ‘Condition thatthe aforementioned bonds shall have been retired. The ‘ease will permit ineidental soccer-elated and event uses ofthe Private Improvements in addition to MLS matches, ‘The Developer will commit to providing to the City, for the City’s review and approval, proof of title for all pareels consttsting the Project Site and proof of financing for both the Private and Public Improvements. “The Developer and property owner of the Stadium will enter into &30- ‘year Community Benefits Agreement with community stakeholders in {he West End neighborhood, pursuant to which the Developer will, among other things, (1) contribute at Teast $100,000 annually to feommunity groups for provision of community serviees 2) transfer ‘purchase options that it curently holds on 60 parcels curently owmed by. the Cincinnati Metropolitan Housing Authority to the Redevelopment Authority to facilitate the creation of at least 100 units of affordable housing, and (3) address Design and Quality of Life fssues including, without limitation, light and noise pollution, liter, traffic, and safety, Disbursement of any portion of the City's fonding will be contingent upon City Council's passage of a resolution Approving the final Community Benefits Agreement. Innegotiting the Community Benefits Agresment, the Club will make 4 sincere effort to work with the West End Community Couneil nd ‘ther broadly representative community stakcholder groups in the ‘West End fo ensure that the Community Benefits Agreement reflects a truly representative group of the residents of the West End neighborhood. Separstcly from any Comarunity Benefits Agreement with community Stakeholders in the West End neighborhood, the Developer aud property owner of the Stadium will engage with community ‘Stakeholder in the Over-the-Rhine neighborhood, inchuding the Over- the Rhine Community Council and other broadly representative community groups. The purpose of this engagement shall be to develop fan agreement that addresses Design and Quality of Life issues potentially impacting the Over-theRhine neighborhood, including, ‘without limitation, light and noise pollution, liter, traffic, parking and safety. The Developer has committed to present an update on its {00255320-10} 3 | | | | | |‘engagement and agreement with the Over-the-Rhine community stakeholders no later than May 15, 2018. “The Developer will commit to enter into an agreement with the Board ‘of Education of the Cincinnati Schoo! District (the “Schoo! Board”) ‘pursuant to whieh the Developer will, among other things, pey to the Schoo! Boatd 25% of the full amount of exempt real property taxes ‘hat would have been paid to Hamilton County if the Redevelopment ‘Authority were not to own the stadium (which may include a net present value lump sum fr the first ten years). ‘The Developer will make a project-specific voluntary commitment of using best efforts to meet the City's economic inelusion program goals to.achieve a standard of no less thant > ForCity-Centfiod Minority Business Enterprise(s) (as defined in Chapter 324 of the Cincinnati Municipal Code): ‘© 1796 for construction services, and ‘© 14% for professional services; > For City-Ceatfied Women Business Enterprises) (as defined {in Chapter 324 of the Cincinnati Municipal Code): ‘© 10% for construction services, and ‘+ 16% for professional services. ‘Standard City Contractual Provisions Tm accordance with Cincinnati Municipal Code Section 321-118, “Applicability of Prevailing Wage Rates to City Development Agreements,” as ordained by Ordinance No. 93-2016, enacted April 27,2016, the Developer has committed to paying prevailing wage rates ‘with respect fo every component of the development, whether public ‘or private, including both the Private and Public Improvements. ‘The Development Agreement will contain standard City contractual provisions, including the City’s standard reporting requirements for City. subsidized construction projects and such other provisions as may ‘be required by Federal, Stale, and local law or policy. The Development Agreement will contain such other terms as may be mutually acceptable to the City and Developer. Omission of a term from this Memorandum of Understanding isnot an indication that such ‘erm will not be included in the Development Agreement. ‘The Development Agreement will contain standard none assignmentnon-anser provision. Iti agreed that this provision will permit collateral assignment to contruction lenders andra sale and Toaseback arrangement withthe Redevelopment Authority if desired by Developes). 400258320-10}‘Name: Hany Bleck Dato ‘Title: City Manager Gity of Cincinnati Sie Ta oe ‘Title: President & General Manager | Poss nse LC {00255320-10) 7