Business Confidential

SMITH ENTERTAINMENT GROUP, LLC

APPLICATION FOR CREATION OF A PROJECT AREA AND REVITALIZATION ZONE

AND

TO BE APPROVED AS A PROJECT PARTICIPANT

PURSUANT TO SECTION 63N-3-1304 OF THE UTAH CODE.

April 4, 2024

BUSINESS CONFIDENTIAL

The statements and information set forth in in this draft document include commercial financial
information and other confidential and proprietary information provided for or on behalf of Smith
Entertainment Group, LLC (“SEG”) under claim of business confidentiality. The information includes
non-public information regarding the business, prospects, financial results and competitors of SEG,
and disclosure would give unfair advantage to others and impair the ability of the recipient to receive
other necessary information in the future relative to the matters which is the subject of this
document. Accordingly, this document is classified as “protected” under the provisions of Section
63G-2-305 and 63G-2-309 of the Utah Government Records Access and Management Act and any
corresponding or complimentary provisions of Salt Lake City’s rules and regulations.
 Business Confidential

April 4, 2024

Salt Lake City

Attn: Mayor Erin Mendenhall
451 S. State Street, Room 306
Salt Lake City, Utah 84114-5474
P.O. Box 145474

Re: Application for creation of a project area and revitalization zone and to be approved
as a project participant pursuant to Utah Code Annotated Section 63N-3-1304
(collectively, this “Application”).

Dear Mayor Mendenhall:

Smith Entertainment Group, LLC and its various subsidiaries (collectively referred to
herein as “SEG”) is pleased to submit to Salt Lake City (the “City”) this application for the
creation of a project area and revitalization zone and to be approved as a project participant
pursuant to the provisions of the Capital City Revitalization Zone set forth in Utah Code
Annotated Section 63N-3-1301, et. seq. (the “Revitalization Zone Act”). This Application is
in furtherance of SEG’s commitment to find creative solutions to preserve the City’s
downtown area as a vibrant cultural, educational, and sports and entertainment hub for the
entire State of Utah and to potentially allow a National Hockey League team to be co-located
with the Utah Jazz in the Delta Center. The Utah State Legislature’s passage of the
Revitalization Zone Act provides a valuable tool to SEG and the City in advancing this exciting
new project.

SEG’s initial proposed project area (the “Project Area”) will consist of approximately
100 acres located contiguous with and around the City block upon which the Delta Center
is presently located. The Project Area will not exceed 100 acres in size.

In connection with this Application and pursuant to Section 63N-3-1304 of the

Revitalization Zone Act, SEG hereby certifies to the City as follows:

1. SEG is a member of the National Basketball Association (the “NBA”) in good

standing and is party to such agreements with the NBA as are necessary to
operate an NBA team in Utah (collectively, the “Franchise Agreements”), which
Franchise Agreements satisfy all of the requirements of Section 63N-3-13-1(2) of
the Revitalization Zone Act;
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2. Pursuant to the Franchise Agreement, SEG operates the Utah Jazz as an NBA
franchise in the Delta Center (the “Delta Center”), an existing sports arena within
the proposed Project Area meeting the requirements of Section 63N-3-13-1(7) of
the Revitalization Zone Act and located;
3. The footprint of the Delta Center’s is generally shown on Exhibit A attached
hereto;
4. SEG and/or the Utah Jazz receive or are authorized to receive those public funds
identified on Exhibit B attached hereto: and
5. SEG submits this Application based upon the proposals and additional
information set forth on Exhibit C attached hereto.

SEG looks forward to working with the City in advancing the Project Area and
negotiating a development agreement and the participation agreement, including the
various studies and reports to be prepared by SEG and the City in connection therewith or
any required supplementation of this Application. The collective e ort of the City and SEG
will be required as we solicit the participation and/or cooperation of the Redevelopment
Agency of Salt Lake City, Salt Lake County, the Utah Department of Transportation, the Utah
Transit Authority, and other surrounding business and property owners within or near the
Project Area that will be a ected by this monumental and expedited redevelopment e ort.

Thank you for your time and consideration and for the considerable e ort of City sta
in advancing the proposed project to this point and into the future. Please feel free to reach
out to me directly with any questions or concerns pertaining to this Application or the project
generally.

Sincerely,

Smith Entertainment Group, LLC

cc: Mike Maughan

Rachael Otto
Kathryn Lewis
Michael Ostermiller
Casey Hill
Robert A. McConnell
 Business Confidential

Exhibit A
To Application
For Creation of a Project Area

(Depiction of Delta Center Footprint)

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Exhibit B
To Application
For Creation of a Project Area

(Public Funds Received or Authorized to be Received)

The Arena is currently participating in a property tax reimbursement agreement with the Salt
Lake City RDA. The program started in 2019 and runs through 2040. The maximum amount
SEG can receive over this period is $22.7m. SEG has received to date $3,448,684. The SEG
a iliate that is the subject of the tax reimbursement agreement is Jazz Arena Investors LLC.
 Business Confidential

Exhibit C
To Application
For Creation of a Project Area

(Specific Proposals and Information)

This Application is premised upon SEG’s efforts to keep the Utah Jazz within the City,
requiring the remodel of the Delta Center to accommodate a National Hockey League
(“NHL”) franchise and create an enhanced entertainment district in the Project Area for the
benefit of Salt Lake City’s downtown area.

Because of the age and size of the Delta Center, and in part because the playing surface for
professional hockey is significantly larger than the playing surface for professional
basketball, the Delta Center requires significant remodeling to accommodate a dual fan
base and an NHL franchise. SEG’s would be to complete that renovation over several off-
seasons. Upon completion, the Delta Center would accommodate both the Utah Jazz and
an NHL franchise team.

SEG proposes to develop the Project Area as a sports and entertainment district with a
variety of commercial uses, including but not limited to retail uses, restaurants, hospitality,
multi-family residential, and other entertainment and cultural uses and parking.

SEG presently leases the block on which the Delta Center is located from the
Redevelopment Agency of Salt Lake City. SEG proposes a new 99-year lease for that block
upon substantially the same rental terms. SEG also proposes to lease the two additional
blocks to the east of the Delta Center from Salt Lake County. SEG anticipates that its lease
with Salt Lake County will be on substantially the same financial terms as the existing lease
with the Redevelopment Agency of Salt Lake City for the Delta Center property.

Development of the Project Area, including the Delta Center remodel will require substantial
redevelopment, urban renewal and reconstruction, which will likely include the re-routing,
permanent closure and/or bridging of certain surrounding streets.

In order to make the subject property financially viable, and in order to maximize the overall
positive impact of the project to the surrounding community, and to justify the significant
private investment, a significant amount of public financing is required in connection with
SEG’s development of the Project Area. For that reason, SEG is requesting the City’s
creation and endorsement of the Project Area and corresponding participation agreement.
Upon approval of the Project Area by the Revitalization Zone Committee contemplated by
Section 63N-3-1306 of the Revitalization Zone Act, SEG is also requesting the City’s final
approval of the Project Area and participation agreement and the imposition of the full .5%
sales and use tax authorized by Section 59-12-402.5 of the Revitalization Zone Act (the
“Revitalization Sales Tax”) for a period of thirty (30) years.
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With respect to the participation agreement, SEG proposes that it will receive the full
amount of the Revitalization Sales Tax for the full thirty (30) year collection period less: (a)
an administrative fee to be paid to the City of not more than 1% of the tax collected; and (b)
such amounts as Salt Lake County and SEG may agree in connection with Salt Lake County’s
renovation of the Salt Palace Convention Center. Revitalization Sales Tax Funds received
by SEG pursuant to the participation agreement shall be capped at the amount set forth in
the participation agreement and shall be used for only those uses authorized pursuant to
Section 63N-3-1303 of the Revitalization Zone Act.

In addition to the Revitalization Tax, SEG may require tax increment financing and the
creation of a public infrastructure district. Tax increment financing will be justified based
on the project’s significant and long lasting positive impacts, including promoting, creating
and retaining jobs, improving surrounding property values, attracting increased outside
private and public investment, increasing tax revenues, improving the overall aesthetic and
functionality of the Project Area and surrounding areas, enhancing cultural and
entertainment opportunities, increasing tourism, and boosting the overall vitality of Salt
Lake City. SEG believes the Project Area and the surrounding areas will become a desired
destination where both Utah residents and tourists will want to regularly visit, shop,
recreate, gather, work and live.

Finally, SEG is proposing revisions to the City’s existing zoning ordinances applicable to the
Project Area, including the elimination of a maximum height limitation and the identification
of “arenas,” “stadiums,” “heliports,” “parking, commercial” and “parking, off-site” as
permitted uses in the applicable zone or zones. To take advantage of certain expedited
approval processes in the City’s land use code, SEG proposes that the City initiate and
process all such required text changes.

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