Stadium Term SheetCity Council Briefing – August 26, 2014

Project Scope (Section 2 and Section 3 of Term Sheet)1. The project is a multipurpose soccer stadium, built to MLS standards, with seating capacity of 19,000 to

24,000 seats, and would include heat mitigation features including a shade feature.2. The project site is Parcel D, Parcel F, and a portion of Parcel E in Symphony Park.3. The remainder of Parcel E, and Parcels O-1 and O-2, will be used initially for stadium operations, and in

the future for development by the Developer.4. The land at the project site is being donated by the City (through City Parkway V, Inc.).5. The Developer will be responsible for obtaining a Guaranteed Maximum Price Contract, providing a

Completion Guaranty, and covering any cost overruns.6. The Developer will contribute the Planning Fund balance for necessary soft costs required prior to

issuance of any debt. The City will fund up to $2 million in additional soft costs, subject to appropriation.7. The City will not be responsible for paying any operating costs (including any property taxes).

Project Budget (Section 4 and Attachment “B” of Term Sheet)

Sources Uses

$ 102,000,000 Team Equity $ 102,000,000 Team

$ 44,250,000 Developer Contribution $ 200,000,000 Stadium Construction

$ 114,750,000 Bonds (Net $105,000,000)*

$ 22,000,000 Star Bonds (Net $20,800,000)

$ 14,000,000 City Infrastructure Contribution**

$ 5,000,000 New Market Tax Credits

$ 302,000,000 Total $ 302,000,000 Total

* Paid by annual contributions from City, Private Team Rent, and Private Stadium Revenues** City will construct additional public infrastructure, such as roads, sidewalks, curb-gutter, around the stadium

City Financing – GO/COPs/Private Bonds (“Bonds”)1. City will issue Bonds using either General Obligation Bonds (GO) or Certificates of Participation (COPs) in

an amount sufficient to generate $105 in net proceeds for the project. 2. The Bonds will be repaid from three revenue sources:

a. The Developer will be obligated to pay $3.5 million annually in Team Rent for use of the stadium by the MLS Team for all home games. (See Section 5a(iii) of Term Sheet.)

b. The Developer will contribute non-soccer revenue in the annual amount of $500,000 in year 1 through year 10, and then $1,500,000 annually in year 11 through year 30. (See Section 5a(iv) of Term Sheet.)

c. The City will contribute $3 million per year using available sources of funds, anticipated to be room tax revenue distributed to the city through an Interlocal Agreement with the LVCVA. (See Section 5a(v) of Term Sheet.)

3. If the above three revenue sources are not fully needed to issue the Bonds, then the City and the Developer will proportionately reduce their annual funding contributions. (See Section 5a(viii) of Term Sheet.)

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4. If the model using GO Bonds or COPs and the ensuring requirements do not work for City and Developer, then the Developer may consider issuing private debt subject to mutual agreement. If this option is used, then the stadium would be owned privately. (See Item 5c of the Term Sheet.)

City Financing – STAR Bonds (Item 5b(iv) of Term Sheet)1. The City will create a Tourism Improvement District which includes all of the undeveloped land in

Symphony Park, and the LV Premium Outlets Phase 3 project site. 2. Creation of the TID requires the completion of a preponderance study (which is under way), a public

hearing by the Board of County Commissioners (advisory only), and a Nevada Commission on Tourism public hearing at which the Commission has to approve the TID.

3. Annually, we estimate that this will generate $3 million in sales tax revenue to the TID which can be invested in the stadium. The TID collects this revenue for a 20-year period.

4. If the TID is approved, the City would issue Sales Tax Anticipated Revenue (STAR) Bonds supported by the 20 years of annual TID revenue. The City and Developer estimate that this could generate up to $20.8 million in net proceeds for the construction of the stadium.

City Infrastructure Funds (Item 1b, 2b of Term Sheet)1. The City will contribute a fixed amount of $14 million for on-site and off-site infrastructure, including

environmental remediation and site preparation. 2. This $14 million will be funded primarily by City Parkway V, Inc. (CPV). Currently, CPV has $13.8 million in

cash. (This excludes a $2.9 million planned contribution and reimbursement to the Redevelopment Agency to support operations).

3. Additional infrastructure funds may be available through City Public Works (RTC, federal DOT) to support street construction and related infrastructure work in Symphony Park. This funding contribution is subject to City appropriation.

New Markets Tax Credits (Item 5b(v) of Term Sheet)1. The City will use good faith efforts to generate a New Market Tax Credit allocation sufficient to generate

$5 million in net proceeds. We estimate that this would require an allocation of $25 million of tax credits. (This allocation would not necessarily be from the city’s allocation and may come from a third party lender.)

Developer Contribution (Section 5a of Term Sheet)1. The Developer will be responsible for making an equity (cash) contribution of up to $44,250,000 towards

the construction of the stadium. This may include hard costs and soft costs of construction. 2. The Developer is responsible for the costs of acquiring the team (estimated at $102,000,000).3. The Developer will front $2,000,000 in soft costs for the stadium, provided that these costs are

reimbursed either from Bonds proceeds or directly by the City. (See Item 5a(viii) of Term Sheet.)4. Excluding the team acquisition cost, the total cost of the Project is estimated at $200 million. This

includes hard construction costs, soft costs, and financing costs (capitalized interest, reserves, fees).

Next Steps (generally Section 10 of the Term Sheet)1. The City and Developer will work to finalize a Master Development Agreement and related documents by

December 1 for submission to the City Council and the December 17 City Council meeting.2. The Developer will manage the architect to perform additional design work sufficient to position the

project for General Obligation/COPs bond financing by Spring of 2015.

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3. The City will continue to take steps for forming the TID and issuing STAR Bonds.4. The Developer will work to secure a team commitment from Major League Soccer (MLS). 5. The City’s funding obligations are contingent on the Developer securing a team commitment from MLS.

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