Jhne 13,2023 Kelly Gee Executive Director Viewinia Lotery ‘600 East Main Street. Richmond, Virginia 23219 Dear Kelly [am pleased to submit this certification package on behalf of th: City of Richmond and VA Entertainment Holdings, LLC (ONE Casino + Resort). Following a robust ‘competitive process, the City of Richmond selected RVA Enterainment Holdings LLC as its prefered easino gaming operate in June 2021 and poceeded to receive the prerequisite ‘erificaton from the Virginia Lory 1 hold a casino gaming referendum in November 22021. ‘The 2021 city-wide referendum resulted in 38,780 Richmonders voting "Yes" to ‘casino gaming in Richmond, which represented over 89% of toa referendum vots-faling "nurowly short ofa majority of those parcipatng in the eferendum voting in the affirmative. Notably, while the city-wide "Yes" vote was just over 49%, the Richmonders "esing in the geographic areas in closest proximity tothe proposed resort casino voted ‘overhelmingly in favor of casino gaming atthe locaton onthe allt =, precinct by precinct results posted by Virginia Deparment of Elections indsate that ()& majority of “overs ineach of the sx precinets within the 8th Council Dist (the district in which the proposed resort casino site i located) voted "Yes" by large margins (all six precinets ‘reported derween 73.84% "Yes" votes onthe low end and B1.S1 % "Yes" votes onthe high ‘end; and Gi srilarly, majority of voters in each of he six pecinets within the nearby ‘9th Cour! Disret voted "Yes" by large margins (ll six prcints reported between, -70'55% "Ves" votes onthe low end and 85.07% "Yes" votes onthe high end). ‘Subsequently, on January 24,2022, the Richmond City Counc! adopted Resolution No, 12022-ROO3 to agin select RVA Entertainment Holdings, LLC asthe Ciy's prefered ‘asin guming operator to give Richmond voters another opportunity t consider the ‘vestion of casino gaming in Richmond via eferendum in 2022. However, City Council, ‘equesed thatthe referendum be withdeawn given language inthe FY23 budget approved by the Commonwealth of Viegnia, ‘On June 12,2023, the Richmond City Council adopted Resolution No, 2023-RO2T (see tached by a margin of 8 “Yes” votes to | "No" votes, which solution:‘+ Once again selects RVA Entertainment Holdings, LLC as the City’s preferred «asino gaming operator to operate esino gaming establishment inthe city at 2001 Walmsley Boulevard and 4700 Trenton Avenue (collectively referred asthe former Pilip Mortis Operations Cente) giving substantial weigh to the ertra set {oth in section 58. 1-4107 ofthe Code of Virginia (1950) + Authorizes the City's Chief Administrative Officer to submit, tothe Virginia Lottery the City’s preferred casino operator tothe Virginia Lottery fr its preliminary review and certification of approval forthe City to proceed to «casino fuming referendum in 2023; and ‘+ Upon the Cty receiving approval to proceed to referendum from the Viegnia Lottery, authorizes the City Attomey, on behalf ofthe City and ofthe City Council, to ptition the Circuit Court ofthe City of Richmond asking that a referendum be ‘held in 2023 onthe question of whether casino gaming shouldbe permitted ata casino gaming establishment inthe Cty f Richmond on the property located at 2001 Walmsley Boulevard and 4700 Trenton Avenue ‘Additionally, Cty Counel adopted, by margin of 9 “Yes” votes to 0 No" votes, on June 12,2023, Ordinance No. 2023-170 and Ordinance No. 2023-171. The ordinances respectively authorize the Chie Administrative Officer to execute « Host Community ‘Agreement (Ord. No. 2023-170) and a Community Support Agreement (Ord. No, 2023- 17) forthe esort casino project. Fully executed copies ofthe approved agreements are attached, ‘The City of Richmond isan eligible host city fora casino gaming establishment pursuant to Virgina Code §58.1-$107.8.5 (as enacted). In its position a an eligible host ity, the City of Richmond considered and gave substantial weight to the factors in Virginia Code § 58. -4107.B.19 Gee attachment that led to our seletion of RVA Entertainment Holdings, LLC as the Cty of Richmond's preferred easino gaming operator, In addition, the City of Richmond and RVA Entertainment Holdings, LLC negotiated the aforementioned Host Community Agreement and Community Support Agreement, for the purpose of facilitating the development and operation ofa resort casino project that wil [Provide significant community and financial benefits for the City of Richmond including (Gut not Finite to): + $255 milion up-front payment to the Cty of Richmond within 30 days after etry ofthe court order reflecting sucessful passage ofthe referendum and an addon 1 million up-ffont payment to the City within ive Business days of closing on the Financing forthe gaming facility + Sof the Adjusted Gross Receipts annually as an additonal payment tothe City of Richmond ($5 milion minimum); + SS-are public green space and park willbe developed and maintained by RVA. Entertainment Holdings, LLC; + Local Richmond restaurants operating food and beverage establishments inthe ‘+ Local Richmond busineses and organizations have the option to participate in the resort easino's point and reward program; nt otter et an Cn Pate e‘+ $15 perhour minimum pay for tipped and non tipped direct employees ofthe resort *+ 555K average innual compensation package for direct employees ofthe esort + Goa thie Ciy of Richmond residents ofl 60% ofthe job erste and ‘+ Goal of 40% puticipaton from Minority Business Enterprise and Emerging Small ‘Businesses in the construction and operation of the resort casino pojert; | appreciate what will bea thorough review ofthis certification package by the Virginia Lottery. 1 respectfully request thatthe review and cerification decision be completed inan ‘expeditious manne, ‘The City of Richmond's point of contact forthe cetfcation process is Lenard Sledge irector of Economic Development). He canbe reached at (804) 401-8432 or leonard sledge@va gov Please let me know ithere is anything tht I can do to asi in this proces Sincerely, SELSGS. Le. Enclosures ce Alffed C.Liggin, It William C. Cartanjen Kristopher Simpson. Brad Blackwell ‘Aaroa Palmer ‘Sharon L. Ebert, Leonard L. Sledge Matthew A, Welsh Laura Drevry Bonnie M. Ashley Sree smo en ae Coma Pape roeCriteria for Selection of Preferred Casino Gaming Operator (Virginia Code § §8.1-4107.0.1-0) Virginia Code § 88.1-4107.8.4 The potential benefit and prospective revenues of the proposed casino gaming establishment. VA Entertainment Holdings, LLC's project will cause the redevelopment of an Lnderutiized privately owned propery while creating @ new and transformational economic engine in South Richmoné. Convergence Strategy Group completed a Market Assessment. Fiscal Impacts & slob Creation of a Richmond Resort Casino forthe Economic Development [Authority ofthe City of Richmond, The study estimated that a resort casino in South Richmond would generate $308.2 millon in annual gaming revenue. This translates into an estimated $29.7 milin in annual General Fund revenue for the City of Richmond. RVA Entertainment Holdings, LLC's base case estimates gaming revenue wil ‘average $340.4 milion annually forthe fist five years ofthe project. The low case ‘annual estimate forthe same period is $289.3 milion. The organization ‘commissioned Chmura Economics & Analytics to perform an economic impact and fiscal analysis fr the proposed project. The analysis concluded that at sabilzation, the total annual economic impact ofthe resort casino will reach '$526.4 millon’ and will support atoll of 2,399 jobs in the Cty of Richmond, RVA, Entertainment Holdings, LLC's projet wil also have an economic impact beyond casino gaming as it wil also include a 18,000 square foot sound stage for television and fm production. in addition, RVA Entertainment Holdings, LLC wil Cause it afliates to spend $50 milion over ten years inthe City of Richmond to Produce television, movie, and audie/visual content, Additional notable items include: ‘+ $25.5 milion up-front payment tothe City of Richmond within 30 days after entry ofthe court order reflecing successful passage ofthe referendum and an additional $1 milion up-front payment tothe City within fve Business days of closing on the fnancieg forthe gaming facity; ‘+ 3% of the Adjusted Gross Receipts annually as an additional payment to the City of Richmond ($5 milion minimum); and ‘+ The City of Richmond will receive revenue from onsite sports wagering at the project. inla Code § 68.1-4107.8.2 The total value of the proposed cesino gaming establishment. The minimum capital investment for RVA Entertainment Holdings, LLC's project is '$562.5 milion. The cost schedule fr the capital investment is shown in an ‘Sa Seen Pree Cine Garr Ope mens Pieattachment. The planned expenses satisty the requirement in Virginia Code §§58.1-4108.8 thatthe preferrec casino gaming operator, "..make a capital investment of atleast $300 milin in a casino gaming estabishment..” Virginia Code § £8.1-4107.8.3 The proposed capital investment and the financial health of the proposer and any proposed development partners. ‘The minimum capital investment for RVA Entertainment Holdings, LLC's project is $562.5 millon. The cost schedule forthe capital investment is shown in an attachment. The planned expenses satisfy the requirement in Virginia Code '§58.1-4106.6 that the preferred casino gaming operator, “make a capital Investment of at least $300 milion in a casino gaming establshment..- RVA Entertainment Holdings, LLC has committed a minimum of $150,035,000 in equity willbe provided for the project. The equity sources forthe project are (see attachment) + Urban One Common Equity ~ $70,017,500 ‘Churchill Downs, Incorpovated Commen Equity - $70,017,500 “Local investors ~ $10,000,000 ‘The equity forthe project is 26.67% ofthe total capital investment fo the project. 5 Debt financing of $412,500,000 « anticipated to finance the remainder of the capital investment. It should also be noted that RVA Entertainment Holding, LLC's minimum capi investment fr the project includes the non-refundable $15 milion license fee payable tothe Commonwealth of Viginia Neither the owner ots manages have been previously denied a license by any ‘gaming authority or commission; have had a license by any gaming authorty or ‘commission suspended, revoked or not renewed; or have fled or had fled against ‘ta proceeding in bankruptcy or nas ever been involved in any formal process to ‘adjust, defer, suspend or otherwse work out payment of any debt Virginia Code § 58.1-4107.8.4 The experience of the proposer and any development partners in the ‘operation of a casino gaming establishment. Urban One, nc. recently sold it ownership stake in the MGM National Harbor. Church Downs, Incorporated has extensive experience developing and operating ‘casino gaming establishments. The organization owns and operates 25 casinos and lve historic horse racing facies across 15 states (inluding Virginia) and has ‘three additonal fcities currently under development. ) “hatte Stet rte Ca Ope mnt Bape teVirginia Code § 58.1-4107.8.5 ‘Security plans for the proposed casino gaming establishment. RVA Entertainment Holdings, LLC has submitted an 18-page securty plan that tale its nacuity prneadiras fora numbar of specie events including Coordinating with outside emergency services, The security plan also describes the contro of command in emergency situations, ‘The Host Community Agreement between the City of Richmond and RVA Entertainment Holdings, LLC requires that the Richmond Police Department have ‘access to a security room to respond to incidents as they occur and to process arrestees and conduct investigations. The Agreement also stipulates thatthe Richmond Potice Department have real-time access to exterior video cameras on the property the owner having a strong preference to use off-duty Richmond Police Department personnel when additonal security or law enforcement is required, he owner use external location identifiers on the property. and that each telephone on the property transmit a unique calle ID telephone number and namelocation. Virginia Code § 58.1-4107.8. The economie development value ofthe proposed casino gaming ‘establishment and the potential for community reinvestment and redevelopment in ar area in need of such. ‘The $562.5 milion resort casino project will create a minimum of 1,300 drect hired jobs. The project willalso create a minimum of 200 additonal jobs from he ‘operations of third-party vendors a the resort casino, The direct hired jobs will pay ‘a minimum of $15 per hour (both tipped and non-tipped positions), have an average annual total compensation package of $55K, and offer a benefits package. The resort casino also has a goal of hirng City of Richmond residents for 60% ofthe direct hired jobs. ‘The South Richmond ste forthe project i a property that has reportedly been for sale since at east 2009, The project will create a new economic engine (entertainment, hosplaliy, and tourism) in this area ofthe City that is diferent from its existing manufacturing, logistics, and healthcare industry cluster. If required forthe project based on a sa0n to be completed traffic impact analysis, RVA Entertainment Holdings, LLC will construct the road extension of Walmsley Boulevard to Richmond Highway. In the event that the road extension isnot deemed a requiremest fo the resort casino project, upon request from te City RVA Entertainment Holdings, LLC will convey tothe Ciy the propery required for the road extension atno cost. The Walmsley Boulevard road extension wil create a needed east-west thoroughfare for local traffic, commercial trafic. The infrastructure project wil also assist in attracting further redevelopment ‘opportunities in South Richmond. The City and RVA Entertainment Holdings, LLC have also agreed to agree on and jin fund beautifcation improvements in the public right of way in close proximiy to tha projact ste Cima Secon ctrl a Going pe —ChyotRtmnd rete‘The project wil result inthe redevelopment of privately-owned realestate in South Richmond. Unique attrbutes of the redevelopment include a S6-acre green space and park that will be open tothe public and maintained by RVA Entertainment Holdings, LLC, and a 15.000 equare foot soundstage that will bolster he growth of fim and television production in the Cty af Richmond and Commenweats of Virginia. RVA Entertainment Holdings, LLC has comratted $16 milion in philanthropy over the frst ten years of ts resort casino project through its Community ONE program, ‘The philanthropic giving wil benefit education, workforce development, housing, ‘and other communty-based organizations. Virginia Code § 68.1-4107.8.7 Availability of city-owned assets and privately owned assets, such as real property, including where there is only one location practicably available or and under a development agrooment between a potential operator and the city, incorporated in the proposel. VA Entertainment Holdings, LLC included wit ts proposal tothe City of Richmond a contract to purchase 97 acres from the private property owner of 2001 Walmsley Boulevard and 4700 Trenton Avenve forthe resort casino project. RVA Entertainment Holdings, LLC currently stil has a purchase option in place to buy the property. Virginia Code § §8.1-8107.8.8 The best financial interest of the city. VA Entertainment Holdings, LLC will invest $562.5 milion to develop aresort ceasino on an underutilized property in South Richmond. The company has agreed to the folowing ‘+ $25.5 milion up-front payment tothe City of Richmond within 30 days after entry ol the court order reflecting successful passage of the referendum and an addtional $1 milion up-font payment to the City within fve business days of closing onthe financing forthe gaming facility: + 386 of te Adjusted Gross Receipts annually as an additional payment tothe City ofRichmond ($5 milion minimum); ‘+The Cily of Richmond will receive revenue from onsite sports wagering at the proeect + $25 milion over 10 years forthe City of Richmond to use for media advertising and promotions; ‘+ $50 milion over 10 years in fm, television, and audiovisual production spending inthe City of Richmond: and ‘+ Armitigaion payment to the City of Richmond if RVA Entertainmert Holdings, LLC, its Manager, or Affiites operate a casino gaming establishment facilty in Oumfries, Virginia or Prince Willam County, Virginia ‘ta torts ane Caney Opty Remand{and results inthe dectine of adusted gross receipts of RVA Entertainment Holding, LLC's resort casino In Richmong ‘The economic impact study conducted by Chmura Economics & Analytic for RVA. Entetainment Holdings, LLC projects thatthe resort casino will generate $40.5 rilin anally in local tx revenue forthe City of Richmond and contributions to local organizations at stabilization. Virginia Code § $8.1-4107.8.9 The proposer's status as a minority-owned business as defined in §2.2-1604 oF the proposer's commitment fo solicit equity Investment in the proposed ‘casino gaming establishment from one or more minority-owned businesses land the proposer’s commitment to solicit contracts with minority-owned ‘businesses for the purchase of goods and services. Urban One, Inc. and Churchil Downs Incorporated are 50%/50% partners in RVA, Entertainment Holdings, LLC. Urban One, Inc. is a minority-owned public company that is traded on the Nasdaq Stock Exchange. ‘The company's largest two shareholders are Cathy Hughes (Founder & Chairperson) and Alfred C. Lggis, Il (Chiet Executive Officer Minority-owned companies will also be pariclsating in the development and ‘operation ofthe resart casino inthe folowing areas Construction; Diversity and workforce development; Dining; and Live entertainment In adaition, RVA Entertainment Holdings, LLC agreed to a good faith effort goal of 40% of the contracting opportunites for minority business enterprises anc {emerging small businesses during both the construction and operation of the resort i or Secon eae aro Can pettedeIBITE Development Cost Schedule evap xy inten ase encates im otrgee) 342600 ooment te ‘smo.ar0 ‘prone SopavEcubmet ces 8 age 035 rope apes ne 1m core) ‘s.a62 (uct Caterer 2sss0m8 Lene andes 55.0100 Dect Projets eso enecoresepene ed a 300m Sache em tan) murs ‘0 remton! sm c sneer m0 C Sowing sco orm __2sto00n0 Touts sas Testes 3 sasaams ie Page oft‘CHURCHILL Downs Fune 12,2028 Leona Sedge Director of Economic Development iy ofRicamond 1500 Fast Main Stet, Suite 400 Richmond, VA25219 RE: ONE Casino + Resort Capital Stack As request, below pease find the anticipated capa structure fr the ONE Casino + Resort Projet Urban One Common Equity $70017,500 Churchill Downs corporated Common Equity $70,017,500 Local Investors Carson Eguity $10,000,000 “Toa auity $150035;000 Debs Financing 412,500,000 “otal Projet Captain "3582535000 “The Urban One Common Equity shal be sourced fom cash on Urban One's balance set nd an undrn $50 milion revolver. The Churchill Downs Incorporate Common Equi uipted tobe ‘sourced from cash en Churchill Downs Incorpocstes balance sheet and an exting ced fii, Please let us know you requie ational infomation and we look forward to comming the proces Sincerely Alfred ©. Ligins. eta (Chief Exeeatve cer President and Chit Operating Ofer ‘Urban One ne DillmudiaiydebycomJOINT ACKNOWLEDGMENT BY ELIGIBLE HOST CITY AND PREFERRED CASINO GAMING OPERATOR Pursuant Virginia Code § $8.1-4107 (as enacted by the 2020 Virginia General Assembly, the undersigned parties knowledge and agree tat eertifation bythe Virginia Lotery to proceed to ‘referendum shall avo way nite the prefered casino gaming operator to approval of any apalicton to ‘pert casino gaming establishment. Rick, VA AVA Entrainment Holdings, LLC Wane ofEIgiie rion Ciy Name af reared Casino Gaming Operator rae or Siguie Siomre Chie Adninsraiv Ofer tite S0Chie Enc car nate,_G7/2- 2023 DATE: tue 13,2028 ‘vat o4/s02020.