Amendment to soccer complex lease in Frisco, Texas

FIRST AMENDMENT TO
SOCCER COMPLEX LEASE AGREEMENT
This FIRST AMENDMENT TO SOCCER COMPLEX LEASE AGREEMENT (this
“First Amendment”) is made this ___ day of September, 2015, by and between the City of
Frisco, Texas, a home rule municipality organized under the laws of the State of Texas (“Lessor”
or “City”) and Frisco Stadium, LLC, a Texas limited liability company, as successor to Frisco
Stadium, LP, which was itself a successor to Dallas Soccer, L.P. (“Lessee”). The City and
Lessee are sometimes referred to herein collectively as the “Parties” or singularly as a Party.
RECITALS:
A.
The Parties previously entered into that certain Soccer Complex Lease Agreement
dated April 3, 2003 (the “Lease”) which is incorporated herein for all purposes, whereby Lessee
leased from the City the Leased Premises (as defined in the Lease).
B.
In conjunction with the Lease, the Parties also entered into that certain
Development Agreement for Soccer Complex and Related Improvements dated April 3, 2003, as
amended by that certain Amendment to Development Agreement for Soccer Complex and
Related Improvements dated October 21, 2004 (the “Development Agreement”).
C.
The Lease and the Development Agreement set forth various terms and conditions
relating to the acquisition, construction and operation of that certain stadium complex that is
currently referred to as Toyota Stadium in the City of Frisco (the “Stadium”).
D.
Lessee desires to construct various capital improvements to the Stadium, as more
particularly set forth on the Project Description attached hereto as Exhibit C, which shall be
attached to the Lease as a new Exhibit C (collectively, the “Project”).
E.
The Parties now desire to amend the Lease as follows: (1) to extend the term of
the Lease; (2) to require Lessee to pay additional annual rent to the City; (3) to require Lessee to
construct the Project according to the terms and conditions set forth herein; (4) to require Lessee
to cause the United States National Soccer Hall of Fame and Museum (the “SHOF”) to be
relocated to the Stadium and operated as a museum; (5) to expand the City Use of the Stadium;
and (6) to expand the School Use of the Stadium.
NOW, THEREFORE, in consideration of the recitals set forth above and the mutual
covenants and agreements contained herein and for other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto agree to amend and
modify the Lease as follows:
1.

If not defined herein, capitalized terms shall have the same meaning as in the

Lease.

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2.

Section 1.2 is hereby deleted in its entirety and replaced with the following:

“1.2 Term. The term of this Lease commenced on January 27, 2006 (the
“Commencement Date”) and shall terminate on the 31st day of December, 2037, unless
earlier terminated in accordance with the provisions of this Lease or as extended as
provided in Article 15 of this Lease.”
3.

The following is hereby added as a new paragraph to the end of Article 2:

“In addition to the Base Rent set forth herein, Lessee shall pay to the City
additional annual rent (the “Additional Rent”) in an amount equal to One Million Dollars
($1,000,000.00), payable in two (2) semi-annual installments of Five Hundred Thousand
Dollars ($500,000.00) on the first (1st) day of each February and September commencing
on February 1, 2018, and continuing during each year thereafter until and including
September 1, 2037; provided, however, that if the total costs of the Project (as defined
herein) are less than Thirty-Nine Million Dollars ($39,000,000.00), then each semiannual Additional Rent payment will be reduced to an amount computed by multiplying
$500,000.00 times a fraction, the numerator of which will be the total costs of the Project
and the denominator will be 39,000,000 [by way of example only, if the total costs of the
Project are $38,500,000, then each semi-annual Additional Rent payment will equal
$500,000 times 38,500,000 divided by 39,000,000, or $493,589.75]. The Additional
Rent shall be paid directly to the City and will not be deposited into the Trust Account in
which the Base Rent is deposited. The Additional Rent shall not be allocated toward the
Capital Expenditures as set forth in the Lease, and is specifically exempt from the
disbursement procedure set forth in this Article 2 related to Capital Expenditures.”
4.

The following is hereby added as a new Section 4.2:
“In lieu of reimbursements out of the Trust Agreement for Capital Expenditures,
Lessee may receive a credit against its next occurring payment of Base Rent, up
to a maximum amount in any Lease Year period of $100,000.00, n the amount of
any Capital Expenditures by Lessee in the preceding Lease Year period so long as
Lessee provides Lessor an itemized list by June 1 of each year demonstrating to
Lessor’s reasonable satisfaction that Lessee has expended at least $100,000.00 in
the Lease Year in connection with the repair or replacement of capital items.”

5.

The following is hereby added as a new Section 4.6:

“4.6 The Project. Lessee shall construct those capital improvements within the
Leased Premises, as more particularly set forth on the Project Description attached hereto
as Exhibit C (collectively, the “Project”). Subject to the Frisco Community Development
Corporation (“FCDC”) meeting its obligations as set forth in that certain Reimbursement
Agreement dated as of _______________, 2015, by and between Lessee and FCDC,
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Lessee shall use commercially reasonable efforts to commence construction of the
Project no later than May 31, 2016 and shall use commercially reasonable efforts to
achieve substantial completion of the Project on or before December 31, 2017, subject to
Section 14.9 hereof. Schematic designs for all capital improvements and the proposed
budget for the Project must be submitted to the City, and approved by the City, in its
reasonable discretion, prior to commencement of such capital improvements (the “City
Approved Plans”). Failure by Lessee to obtain such prior approval shall constitute an
Event of Default. All aspects of the Project must be constructed in accordance with the
City Approved Plans. If any one or more of the capital improvements referenced herein
are not constructed in accordance with the City Approved Plans, such noncompliant
construction shall constitute an Event of Default, but only after giving effect to the notice
and cure provisions set out in Section 10.1(b) of this Lease. The City will review the
schematic designs submitted by or on behalf of Lessee in good faith, with due diligence
and in a fair and reasonable manner and will not unreasonably withhold, condition or
delay its approval of such schematic designs. The City shall either approve or disapprove
the schematic designs within ten (10) days after the date the City receives the schematic
designs. If the City fails to respond to Lessee within the foregoing ten (10) day period,
the City shall be deemed to have approved the schematic designs as submitted. If the
City does not approve the schematic designs, the City will inform Lessee in writing of its
objections (setting forth such objections in reasonable detail so that Lessee is able to
respond to such) and Lessee will revise the same and deliver a corrected version to the
City for its approval within five (5) days after the date the Lessee receives City’s
disapproval notice. The approval and revisions process for the revised schematic designs
shall be the same as described in the previous sentences.
Notwithstanding any provision contained herein to the contrary, the City’s
approval of the schematic designs and/or budget does not constitute City approvals
required of the plans and specifications for construction under applicable City codes,
regulations and ordinances, which approvals will be subject to the standard City
processes.
All construction materials and consumables that will be incorporated into and
constitute part of the Project to be constructed on the Leased Premises will be deemed
donated to Lessor prior to the installation thereof (collectively, the “Donated
Construction Materials”), and title to all of such Donated Construction Materials shall
be and remain in Lessor for and during the Term. Lessor’s acceptance of such donation
is made solely as the landlord hereunder and not as developer or operator of the Project,
and such acceptance shall in no way be deemed, interpreted or construed to modify,
reduce or compromise in any manner whatsoever Lessee’s obligations set forth in this
Lease. If requested by Lessee during construction of the Project, Lessor and Lessee shall,
at Lessee’s expense, cooperate in seeking a determination from the Comptroller of Public
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Accounts of the State of Texas confirming that the Donated Construction Materials shall
be exempt from sales and use taxes. In addition, Lessor and Lessee shall, at Lessee’s
expense, take reasonably appropriate and necessary steps to establish and maintain the
foregoing exemption, including, without limitation, Lessor’s confirming in writing to
Lessee Lessor’s acceptance of delivery of each donation of such Donated Construction
Materials.”
6.

The following is hereby added as a new Section 4.7:

“4.7 United States National Soccer Hall of Fame and Museum. Lessee shall
cause the United States National Soccer Hall of Fame and Museum (the “SHOF”) to be
relocated to the Leased Premises by the United States Soccer Federation (“USSF”). The
SHOF shall be operated as a museum open to the public during hours established by the
SHOF, and shall also be utilized for banquets and other events as determined by the
SHOF. Lessee shall cause the SHOF to be operated and maintained within the Leased
Premises until December 31,1 2037. Failure to maintain the SHOF within the Leased
Premises until December 31, 2037, shall constitute an Event of Default, but only after
giving effect to the notice and cure provisions set out in Section 10.1(b) of this Lease.
Notwithstanding anything to the contrary contained herein, Lessee shall be permitted to
interrupt the operation of the SHOF for down times of limited duration and are to conduct
renovations, maintenance and repairs and for events of Force Majeure; provided,
however, that Lessee shall use commercially reasonable efforts to minimize such
interruptions in operations.”
7.

Section 5.1(b) is hereby deleted in its entirety and replaced with the following:

“(b) City Use. The City shall have the right to use the Stadium, together with
the General Fields at no charge (other than the payment of Direct Costs) for up to four (4)
events per year, two of which events shall not exceed forty-eight (48) hours in duration
and two of which events shall not exceed twenty-four (24) hours in duration (collectively,
the “City Events”), subject only to scheduled Major League Soccer (“MLS”) regular
season games and potential MLS Cup and MLS Playoff weekends or previously
scheduled other events (the “Scheduling Criteria”). The City shall have a first right of
designation, subject to the aforementioned Scheduling Criteria, for such four (4) events
commencing on the latter of February 1 of each year or the release of the final MLS
schedule for such year. Lessee shall immediately deliver to the City the final MLS
schedule upon receipt thereof by Lessee or its affiliate. Any City Event for which the
City intends to collect an admission fee (a “Ticketed Event”) shall be subject to the
Scheduling Criteria and notice of the attraction and date which the City proposes to
constitute the Ticketed Event must be given to Lessee; provided, however, no such event
may be proposed by the City until such time as the final MLS schedule that includes the
proposed date has been released. Unless Lessee gives written notice to the City within
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thirty (30) days from receipt of notice from the City of the Ticketed Event that Lessee
will sponsor the attraction constituting the Ticketed Event on or about the date proposed
by the City, the City shall have the right to conduct the Ticketed Event as a City Event.
In addition and subject to the Scheduling Criteria, the City shall have the right to
reserve the Stadium for any other City use (“City Additional Use”) by providing sixty
(60) days prior written notice to Lessee of the day or days of any such City Additional
Use. Within seven (7) business days from receipt of written notice from the City for the
reservation of City Additional Use days, Lessee shall advise the City in writing regarding
whether the Stadium is available for such City Additional Use days. Lessee shall use its
good faith efforts, subject to prior scheduling commitments, to accommodate each
request for a City Additional Use. Any use of the Stadium by the City for a City
Additional Use shall be at the rental charges set forth on Exhibit D, which is attached
hereto and incorporated herein, with the City also being responsible to pay or reimburse
any and all additional costs, expenses and charges for additional services and facilities
required or requested for or in connection with such use.
For all City Events and any City Additional Use, the City shall be responsible for
providing event police, emergency medical services, ticket takers, parking attendants and
a certificate of insurance as required for such events.
For purposes of clarity, neither the City nor FISD shall be allowed to assign its
respective rights for use of the Stadium to any third party; provided, however, the City
may allow the stadium to be used directly by the Frisco Community Development
Corporation, the Frisco Economic Development Corporation, the Frisco Chamber of
Commerce and the Frisco Convention and Visitors Bureau pursuant to this Section 5.1(b)
so long as the City remains responsible for the costs, expenses and other charges
applicable to such use as set forth in this Lease and so long as such use continues to be
coordinated and scheduled by the City pursuant to the terms of this Section 5.1(b).”
8.

Section 5.1(c)(i) is hereby deleted in its entirety and replaced with the following:

“(i)
FISD will have the exclusive use of the Stadium for high school home
football games on all Thursday and Friday nights (including up to a one (1) hour noncontact walk-through practice on the afternoon of the day immediately preceding the
scheduled football game, provided that there is no scheduled DSLP Event on the
preceding Wednesday) from the start to finish of the regular Interscholastic League
football season schedule, and for FISD post-season football games occurring on a
Thursday (including up to a one (1) hour non-contact walk-through practice on the
afternoon of the day immediately preceding the scheduled football game, provided that
there is no scheduled DSLP Event on the preceding Wednesday) from the start to finish
of the Interscholastic League football post-season schedule (collectively, the “FISD
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Exclusive Use Games”) (other than during times when the FC Dallas MLS Team is
competing in the MLS Cup or MLS Playoffs) and with the additional exception being if
the Stadium is selected by Major League Soccer as the site of the MLS Cup. In such
event, no activities will be held in the Stadium during the week prior to the MLS Cup;”
9.
following:

Section 5.1(c)(ii)(1) is hereby deleted in its entirety and replaced with the

“(1)
10.

for FISD post-season football games occurring on a Friday;”

Section 5.4(d) is hereby amended by deleting the last sentence thereof.

11.
Section 15.1 is hereby amended by adding “Major League Soccer” before the
word “professional” in the first sentence thereof.
12.
All provisions in the Lease not in conflict herewith are hereby ratified and shall
remain in full force and effect.

13.
The signatory for each Party hereto expressly affirms that he/she is the authorized
representative of such party, that this First Amendment has been approved by all requisite action
by such Party, that there are no consents or authorizations from any other party necessary or
required for the approval of this First Amendment by such Party, and that, upon full and final
execution by all Parties hereto, this First Amendment shall become a binding and enforceable
agreement between the Parties hereto.

14.
This First Amendment may be executed in multiple counterparts, each of which
shall be deemed an original and all of which together shall constitute an instrument.

15.
This First Amendment shall be contingent upon, and shall only take effect upon,
the City’s receipt from Lessee of a binding letter agreement with the USSF that the USSF will
relocate the SHOF to the Stadium, and that the SHOF will be operated as a museum open to the
public pursuant to the terms of this First Amendment.

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IN WITNESS WHEREOF, this First Amendment is hereby executed to be
effective on the date first written above.
LESSOR:
CITY OF FRISCO, TEXAS

By:
George Purefoy, City Manager

LESSEE:
FRISCO STADIUM, LLC,
a Texas limited liability company

By:
Name:
Title:

Executed on this ____ day of ____________, 2015, for the sole purpose of
acknowledging the restriction relating to the assignment of its rights to School use set forth in
this First Amendment and the changes to Sections 5.1(c)(i), 5.1(c)(ii)(1) and 5.4(d) of the Lease
as set forth in this First Amendment.

FISD:
FRISCO INDEPENDENT SCHOOL DISTRICT

By:___________________________
Dr. Jeremy Lyon,
Superintendent

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EXHIBIT C
Project Description
South End Zone Complex
The south end zone complex consists of approximately 80,000 sq. ft. of new construction and a
structured canopy roof located above the south end zone seating. The programming components
are as follows:
Lower Level:
a.
b.
c.
d.
e.
f.

NCAA / FISD / FCD Locker Room
2 Field Access Tunnels
Lower Level Club / Media Room
Restrooms / Concessions / and Support Spaces
MEP Systems
Appropriate FFE

Concourse Level:
a.
b.
c.
d.
e.
f.

South Entry Building / Team Store / Offices
Hall of Fame Entry Tower
Concourse Viewing Deck / Concessions
Support Spaces
MEP Systems
Appropriate FFE

Hall of Fame Level:
a.
b.
c.
d.
e.
f.
g.

National Soccer Hall of Fame Exhibit Area
Public Spaces / Restrooms
Concessions
Food Service Support Areas
Storage / Support Areas
MEP Systems
Appropriate FFE

Suite Level Expansion
The suite level expansion consists of approximately 2,400 sq. ft. of new construction on the
existing suite level (including providing overflow press accommodations for major events). The
programming components consist of the following:
a.
b.
c.
d.
e.

Exterior Construction
Interior Finishes
MEP Systems
2 Pedestrian Bridges
Appropriate FFE

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Stadium Audio / Video Renovations
The stadium A / V programming components consist of the following:
a.
b.
c.
d.

Replace Existing NE / NW Video Boards W / Current Technology
Replace Existing Sound System W / Current Technology
Improve Wireless Connectivity for operational purposes for major events
Appropriate FFE

Optional Additional Improvements for the Project in Order of Priority (subject to
availability of funding under the Frisco Community Development Corporation
Performance Agreement or funding by Lessee, including any appropriate FFE):
a.
b.
c.
d.
e.
f.
g.

12,500 sq. ft. Storage Facility
Press Box improvements
Updates to other Stadium Video Boards
North Concourse Lamar Hunt Tailgate Site Improvements
Security System Upgrades
Complex Canopy Structures
Complex perimeter improvements

Each phase shall also include all customary costs for architectural, engineering, accounting,
legal and similar fees paid to third parties necessary to complete that phase of the Project.

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EXHIBIT D
[attach rental rate chart]

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