Law OrFices OF Cx quaymacier. BROCKETT, MCNEEL & POCSIK, LLP ee ni MAILING ADDRESS: P.O, BOX 1841+ MIDLAND, Texas 79702 ama c ee reser ADDRESS. 24 SMITH ROAD, SUITE400 + MIDLAND, TEXAS 79705 act TELEPHONE: (432) 686-743 » FACSIMILE: (432) 683-6229 May 9, 2023 YIA ELECTRONIC MAIL: tjohnson@mcounty.com VIA CERTIFIED MAIL (Return Receipt Requested) Judge Terry Johnson Midland County Judge 500 N. Loraine, Suite 1100 Midland, Texas 79701 Re: Public Events Management Contract dated September 6, 2018 (the “Contract”) between Midland County, Texas (the “County”), and Horseshoe Hospitality Services, LLC, a Texas limited liability company (“HHS”) - Reservation of Rights Dear Judge Johnson: This firm represents the above-referenced HHS in connection with the above-referenced Contract to manage the County’s multi-purpose facility commonly known as the Horseshoe Arena (the “Facility”). During its meeting on Monday, May 8, 2023 (the “Meeting”), the Midland County Commissioners Court (the “Cour”) wrongfully adopted your motion to immediately terminate the Contract. The purpose of this letter is to notify you that: (i) the Court’s purported termination without cause was unlawful and violates the express terms of the Contract; (ii) such purported termination has no legal effect and HHS will continue to perform its ities under the Contract; and (iii) HHS hereby expressly reserves all rights and remedies it may have under the Contract and/or applicable law arising from wrongful acts by you personally, the Court and/or the County pertaining to the Contract, including, without limitation such wrongful acts taken at the Meeting. During the Meeting, you indicated the Court may immediately terminate the Contract without cause, which is false. ‘The Contract does not provide for termination without cause, and expressly provides that termination for cause is conditioned on HHS receiving written notice of default and the expiration of the requisite curative period, No such notice has been given because HHS has performed its responsibilities under the Contract. Ithas come to my attention that the County’s representatives have communicated directly with HHS’s employees to discuss the subject-dispute. Communications by the County's representatives to HHS’s employees pertaining to the Contract and/or the subject-dispute CHB/djconstitute improper interference with HHS’s business operations, and demand is hereby made that you immediately cause all such communications to cease and desist. Due to the circumstances discussed above, notice is hereby given to you personally, the Court, and the County to preserve information in its current form, without changing any related metadata (for example, a document's creation or last access date), and do so until notified otherwise in writing by an authorized representative of HHS. It is critical that documents relevant to the Contract and the subject-dispute be preserved. Documents include, but are not limited to drafts, copies, and final versions of the following: E-mail, instant messages, letters; Negotiation documents; Contracts and agreements; Data/database; Voicemails; Memory and hard drives in cell phones; Online postings, such as Facebook, Twitter, Craigslist, and other sites; Physical evidence; Outlook PST and word processing files; and Any and all other materials or information concerning, referencing, or relating to the Contract and/or the subject-dispute. Routine document destruction procedures should be suspended to ensure that all existing documents are preserved. The detrimental consequences of your precipitous actions taken at the Meeting, include, among other things, unfairly putting at risk the livelihood of HHS’s 13 full-time employees, and possibly causing cancellations or postponements of upcoming events at the Facility, including events scheduled to occur this week. If the latter occurs, it will not only tarnish HHS’s reputation, but will also tamish the Facility’s reputation as a professionally-managed, reliable venue, which in tum will diminish the County’s reputation, Also be advised that licenses issued by the Texas Alcoholic Beverage Commission (the “TABC”) are non-transferable and if the Contract is terminated, alcoholic beverages cannot be lawfully sold at the Facility unless and until the requisite licenses are obtained from the TABC. Even if you were permitted to arbitrarily and immediately terminate the Contract without cause as you attempted at the Meeting (which of course you were not permitted to do, as discussed above), doing so would set a bad precedent and would not go unnoticed by prospective facility managers, who would be justifiably reluctant to enter into a contract with the County out of fear the Court could use the same tactics to terminate such contract on a whim. ‘As you know, the Contract has less than 17 months left on its 60-month term. Honoring the Contract during the relatively short remaining portion of its term is the right thing to do and in the County’s interest for the reasons discussed above, among others. My client is amenable to ‘a meeting with you and/or the Court to discuss this dispute and determine whether the parties can CHB/ejavoid the aggravation and expense litigation will entail, and find a mutually beneficial resolution to this dispute. If you are willing to consider options other than immediate termination of the Contract, please let me know. In the meantime, as noted above, HHS will continue to perform its responsibilities under the Contract for the remainder of its term and expects the County to do the same. Nothing contained in this letter shall be construed of an admission of any kind or a waiver of any rights or remedies HHS may have under the Contract and/or under applicable law against you personally, the Court and/or the County, all of which HHS hereby expressly reserves. Sincerely, C.H. (Hal) Btockett, ce: Scott Ramsey, sramsey@meounty.com Jeff Somers, jsomers@ Luis Sanchez, Isanchez@meounty.com lerson@meounty.com Russell Malm, County Attomey, rmalm@meounty.com Dianne Anderson, dand. CHB/dj