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1 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Monday, March 31, 2014 Meeting Agenda Sports Facilities Development Corporation 6:00 PM Council Briefing Room Regular Meeeting Call to Order Citizen Comments Agenda Items Consider Minutes of February 10, 2014 Attachments: Minutes docx Monthly Financial and Investment Report February 2014 Attachments: Monthly Financial and Investment Report February 2014.pdf Construction Committee Report Contract Negotiations Committee Finance Committee Report Resolution approving additional expenditures under the Phase 3 Insurance Expenditures Attachments: Report from Lone Star Park Capital Projects LSP LONESTAR PROPOSAL suites carpet Executive Session City of Grand Prairie Page 1 Printed on 3/27/2014

2 Sports Facilities Development Corporation Meeting Agenda March 31, 2014 The Grand Prairie Sports Facilities Development Corporation may conduct a closed session pursuant to Chapter 551, Subchapter D of the Government Code, V.T.C.A. to discuss the following: 1. Section Consultation with Attorney 2. Section Deliberation Regarding Real Property 3. Section Personnel Matters 4. Section Deliberations Regarding Economic Development Negotiations Adjournment Certification In accordance with Chapter 551, Subchapter C of the Government Code, V.T.C.A. the Grand Prairie Sports Facilities Development Corporation agenda was prepared and posted by 5:00 p.m. on March 27, Gloria Colvin, Secretary City Hall is wheelchair accessible. If you plan to attend this public meeting and you have a disability that requires special arrangements, please call Gloria at at least 24 hours in advance. Reasonable accommodations will be made to assist your needs. City of Grand Prairie Page 2 Printed on 3/27/2014

3 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Legislation Details (With Text) File #: Version: 1 Name: Sports Corp February 10, 2014 Minutes Type: Agenda Item Status: Agenda Ready - Committee File created: On agenda: 3/27/2014 In control: Sports Facilities Development Corporation 3/31/2014 Final action: Title: Consider Minutes of February 10, 2014 Sponsors: Indexes: Code sections: Attachments: Minutes pdf Date Ver. Action By Action Result Title Consider Minutes of February 10, 2014 Presenter Jim Swafford Recommended Action Approve City of Grand Prairie Page 1 of 1 Printed on 3/27/2014 powered by Legistar

4 Grand Prairie Sports Facilities Development Corporation Regular Meeting February 10, 2014 Lone Star Park at Grand Prairie 1000 Lone Star Parkway Suite 622 & 623 Grand Prairie, Texas Minutes A tour of Lone Star Park was called to order at 4:00 p.m. by President Ron Jensen. The tour concluded at 5:15 p.m. All present were in recess until the regular meeting of the Grand Prairie Sports Facilities Development Corporation was called to order by President Ron Jensen at 6:05 p.m. Members Present Ron Jensen, President Bryan Arnold Jorja Clemson Eddie Freeman R.J. Garcia Greg Giessner Jim Swafford Staff Present Tannie Camarata, Treasurer Gloria Colvin, Recording Secretary Visitors present: Scott Wells, President and General Manager Lone Star Park; Skip Seeley, Vice President Gaming - Global Gaming Citizen Comments There were no citizens who wished to speak. 1. Consider Minutes of December 11 and 17, 2013 Mr. Arnold moved to approve the minutes of the December 11 and 17, 2013 meetings. Mr. Giessner seconded the motion. The motion carried with the following vote: Ayes: Jensen, Arnold, Clemson, Freeman, Garcia, Giessner and Swafford Nays: None 2. Monthly Financial and Investment Reports for December 2013 and January 2014 and Quarterly Investment Report Mr. Camarata reviewed the Monthly Financials and Investment Reports for December. Base rent for was $133,300 and additional rent totaled $12,489. Interest earnings for the month were $4,482. The Sports Corporation had expenditures of $6,052 during December for regular expenditures. The Sports Corporation has total cash and investments of $12,951,214. Mr. Camarata reviewed the Monthly Financials and Investment Reports for January. Base rent for was $133,300 and additional rent totaled $7,964. Interest earnings for the month were $6,113.

5 SPORTS FACILITIES DEVELOPMENT CORPORATION MINUTES, FEBRUARY 10, 2014 PAGE 2 The Sports Corporation had expenditures of $153,414 during January; $3,414 for regular expenditures and $150,000 for capital expenditures at Lone Star. The Sports Corporation has total cash and investments of $12,945,177. Mr. Camarata reviewed the Quarterly Investment Report for the period ended December 31, Mr. Camarata mentioned that the Grand Prairie Sports Facilities Development Corporation remained primarily in compliance with the exception to the FHLB investment that was over the 25% allocation limit at December 31, 2013, but will be under the limit effective January 3, 2014, which means we are in compliance. Mr. Swafford moved to approve the Monthly Financial for December 2013 and January 2014 and Quarterly Investment Report. Ms. Clemson seconded the motion. The motion carried with the following vote: Ayes: Jensen, Arnold, Clemson, Freeman, Garcia, Giessner and Swafford Nays: None 3. Construction Committee Report Mr. Giessner said the committee had not met. Mr. Giessner thanked Mr. Swafford and Mr. Arnold for their help in processing the down payment for the digital system during his absence. 4. Contract Negotiations Committee Report Mr. Arnold said the committee had not met. 5. Finance Committee Report Mr. Swafford stated the Finance Committee had met earlier today. Item 6 was discussed and Mr. Swafford will report during the discussion on those items. 6. Receive and Approve Audited Annual Financial Statements and Independent Audit Report for the Year Ended September 30, 2013 Mr. Swafford informed the committee that the Finance Committee met with Weaver and Tidwell and reviewed the audit prior to the board meeting. Our meeting with the auditors went well and received an unqualified audit which is a good audit. There were no significant findings that need to be corrected. Mr. Swafford reviewed the audit with the committee including Note 5 Commitments on page 13. Mr. Swafford moved to approve the Audited Financial Statements and Independent Audit Report for the Year Ended September 30, Mr. Arnold seconded the motion. The motion carried with the following vote: Ayes: Jensen, Arnold, Clemson, Freeman, Garcia, Giessner and Swafford Nays: None

6 SPORTS FACILITIES DEVELOPMENT CORPORATION MINUTES, FEBRUARY 10, 2014 PAGE 3 7. Reimbursement to the City for October 1, 2013 through December 31, 2013 Mr. Swafford reported the expenses incurred by the city for the period October 1, 2013 through December 31, 2013, which is reimbursable by the Sports Corporation. The total due to the city in the amount of $1, is as follows: Staff Time $1, and $ Out-of-Pocket Expenses. Mr. Swafford moved to approve the invoice for reimbursable costs incurred on behalf of the Sports Corporation for October 1, 2013 through December 31, 2013 in the amount of $1, Mr. Giessner seconded the motion. The motion carried with the following vote: Ayes: Jensen, Arnold, Clemson, Freeman, Garcia, Giessner and Swafford Nays: None 8. Lone Star Park There was no additional report from Lone Star Park. Executive Session There was no executive session. Adjournment Ms. Clemson thanked Mr. Garcia for requesting the tour of Lone Star Park. Mr. Jensen said it would be a great idea to schedule a tour of Lone Star Park during the race season as there will be a lot more activity and then end the tour with lunch at the Bar & Book. Mr. Garcia asked Mr. Jensen his observations of the new management team. Mr. Jensen said he likes them and has heard good things about Mr. Wells. Mr. Arnold said anything they say they are going to do; they have done it on time and under budget. Mr. Giessner said it is evident they are a first class operation. There being no further business, Mr. Swafford made a motion to adjourn the meeting at 6:35 p.m. Mr. Giessner seconded the motion. Respectfully submitted, Bryan Arnold, Secretary

7 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Legislation Details (With Text) File #: Version: 1 Name: Monthly Financial and Investment Report February 2014 Type: Agenda Item Status: Agenda Ready - Committee File created: On agenda: 3/27/2014 In control: Sports Facilities Development Corporation 3/31/2014 Final action: Title: Monthly Financial and Investment Report February 2014 Sponsors: Indexes: Code sections: Attachments: Monthly Financial and Investment Report February 2014.pdf Date Ver. Action By Action Result From Tannie Camarata Title Monthly Financial and Investment Report February 2014 Presenter Tannie Camarata, Treasurer Recommended Action Approve City of Grand Prairie Page 1 of 1 Printed on 3/27/2014 powered by Legistar

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12 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Legislation Details (With Text) File #: Version: 1 Name: Construction Committee Report Type: Agenda Item Status: Agenda Ready - Committee File created: On agenda: Title: Sponsors: Indexes: Code sections: Attachments: 3/27/2014 In control: Sports Facilities Development Corporation 3/31/2014 Construction Committee Report Final action: Date Ver. Action By Action Result Title Construction Committee Report Presenter Greg Giessner City of Grand Prairie Page 1 of 1 Printed on 3/27/2014 powered by Legistar

13 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Legislation Details (With Text) File #: Version: 1 Name: Contract Negotiations Committee Type: Agenda Item Status: Agenda Ready - Committee File created: On agenda: Title: Sponsors: Indexes: Code sections: Attachments: 3/27/2014 In control: Sports Facilities Development Corporation 3/31/2014 Contract Negotiations Committee Final action: Date Ver. Action By Action Result Title Contract Negotiations Committee Presenter Bryan Arnold City of Grand Prairie Page 1 of 1 Printed on 3/27/2014 powered by Legistar

14 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Legislation Details (With Text) File #: Version: 1 Name: Finance Committee Report Type: Agenda Item Status: Agenda Ready - Committee File created: On agenda: Title: Sponsors: Indexes: Code sections: Attachments: 3/27/2014 In control: Sports Facilities Development Corporation 3/31/2014 Finance Committee Report Final action: Date Ver. Action By Action Result Title Finance Committee Report Presenter Jim Swafford City of Grand Prairie Page 1 of 1 Printed on 3/27/2014 powered by Legistar

15 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Legislation Details (With Text) File #: Version: 2 Name: insurance proceeds phase 3 amendment Type: Agenda Item Status: Agenda Ready - Committee File created: On agenda: Title: Sponsors: Indexes: Code sections: 3/27/2014 In control: Sports Facilities Development Corporation 3/31/2014 Final action: Resolution approving additional expenditures under the Phase 3 Insurance Expenditures Attachments: Capital Projects LSP LONESTAR PROPOSAL suites carpet Date Ver. Action By Action Result From Tannie Camarata Title Resolution approving additional expenditures under the Phase 3 Insurance Expenditures Presenter Greg Giessner, Greg Pittman Recommended Action Approve Analysis As part of the phase 3 insurance expenditures Lone Star is making upgrades to the 21 daily use suites. The suite upgrades included painting, carpeting and furniture depending on need, In addition Lone Star has repainted the hallways on both levels 5 and 6 out of savings to the existing budget. Lone Star would like to put new carpet in on levels 5 and 6. There is not enough funds in the existing budget to cover the cost of carpeting levels 5 and 6. The estimated cost to recarpet levels 5 and 6 is $38,179. Financial Consideration There is currently $343,024 available in unallocated funds in the insurance fund. If approved this will leave a balance of $304,845 in the insurance fund for future projects. Body RESOLUTIONS OF GRAND PRAIRIE SPORTS FACILITIES DEVELOPMENT CORPORATION, INC. Adopted at a Meeting on March 31, 2014 City of Grand Prairie Page 1 of 2 Printed on 3/27/2014 powered by Legistar

16 File #: , Version: 2 A RESOLUTION APPROVING ADDITIONAL EXPENDITURES UNDER THE PHASE 3 INSURANCE EXPENDITURES WHEREAS, the Grand Prairie Sports Facilities Development Corporation, Inc. (the "Corporation") has agreed to fund the expenditures under phase 3 insurance expenditures as shown on Exhibit A; WHEREAS, Global Gaming LSP, LLC ('Global Gaming") has requested the use of an additional $38,179 of the insurance proceeds to replace the carpet on levels 5 and 6. NOW, THEREFORE, BE IT RESOLVED, BY THE BOARD OF DIRECTORS OF THE GRAND PRAIRIE SPORTS FACILITIES DEVELOPMENT CORPORATION, INC. SECTION 1. RESOLVED, that the Board of Directors approves the use of $38,179 of the insurance proceeds to replace the carpet on levels 5 and 6. SECTION 2. RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and directed to do all other acts, take all actions and prepare all papers, instruments and documents in connection therewith which they, in their sole discretion, deem proper in order to accomplish and carry out the intents and purposes of the foregoing resolutions, and any and all actions previously carried out in accordance herewith be, and they hereby are, ratified, confirmed, approved and adopted as the official acts and deeds of the Corporation. PASSED AND APPROVED BY THE GRAND PRAIRIE SPORTS DEVELOPMENT CORPORATION MARCH 31, ATTEST: President Bryan Arnold, Secretary City of Grand Prairie Page 2 of 2 Printed on 3/27/2014 powered by Legistar

17 Exhibit A Capital Projects LSP o Alasheba Room $183,000 in progress ETA 4-1 o Two years ago we completed the partial Remodel of the Alasheba Room. We will complete the remodel by purchasing and installing the portable wall system so the room can be split into two separate rooms. We will also be purchasing a new A/V system that will support both rooms with additional Video coverage and state of the art sound. o Dash for Cash $225,000 Completed o This will be a complete renovation that will include adding a full service bar, new lighting, a grid system for the ceiling, new paint, new flooring, additional table and chairs, a complete A/V system with all new TV s and a state of the art sound. o Suites Level $120,000 in progress ETA 4-4 o There are 21 suites that are used for the public. Each suite needs some level of upgrades. As little as paint or as much as carpeting and furniture. Using a professional interior designer we will re-use as much as possible. Each suite will receive a noticeable upgrade and each suite will receive new TV s in needed. o Paddock Bar $10,000 in progress ETA 4-7 o The Paddock Bar was put into the old retail store area. This was done as a test based on customer feedback. It has been a great success and now need a few upgrades such as paint and additional setting. o Media Room $46,000 in progress ETA 4-1 o The media room is on the 7 th floor. The room is never used by media as there is a smaller room they prefer to use. This room has a great layout and an even better view. For a small investment and re utilizing other furniture throughout the facility this would give group sales another viable offering especially for group between 25 and 50 people. This budget would include paint, a service bar, TV,s, and some furniture. o Barn Painting $39,600 [$1,320 X 30] in progress ETA 4-14 o So far each barn has received renovations to the restrooms, new siding on the ends, and HVAC for the dorm rooms. The only item left is to paint the sides of the barns. This is badly needed. So this cost is to do minor repairs and to hand pain the sides of each barn o Tote Board Renovation $49,288 Completed o The siding of the tote board has been pieced together by wood panels. The panels are falling apart due to water damage. Plus, the tote board looks terrible. This

18 renovation would include replacing all the wood panels with an aluminum siding that will last for years. o Bar and Book Signage $60,000 Completed This would be for lighted signage that would be located on the building of the Bar and Book. Since the Bar and Book is located so far off the main road, this would be a way to draw attention to the facility o Bar and Book Street Lighting $57,000 in progress ETA 4-21 The main road from Beltline to the Bar and Book is dimly lit. This is to add street lights along that main road TOTAL $789, /50 shared Capital Expenditure with the Grand Prairie Sports Corp. New Broadcasting Equipment and System $600, Completed

19 Future Cap Ex. Projects Replace & Enhance Surveillance Equipment Bar & Book East Pavilion $108,000 o AV Budget $60,000 o Paint/décor $30,000 o Flooring $18,000 East Trackside (Floor 1) $10,000 o Budget Upgrades Paint/decor West Trackside (Floor 1) $30,000 o Budget Upgrades Paint/decor 6 th Floor Dome Ceiling $23,000 o Complete Restoration Courtyard Concrete Staining $25,000 Budget [Approx. 5 to 7500 sq ft]. Bar and Book Restroom Flooring $11,600 [$2900 X 4] -- Tile Demo and Replace Parking lot sealant and stripping Repair and Enhance Sound System for Live Racing Replace Green Shingle Roofs as they are nearing the end of life span. Provide a solutions of a video board in the Paddock drainage issues in the stales of the paddock Replace TV s above all Para mutual Tellers (57 47in) Replace TV s on Club House (72 20in) Replace Awning of B&B east Pavilion Replace apron fence with break-away wrought iron look Replace Broadcasting Equipment to improve signal Repair/replace Guard shack

20 Replace Pavers in Paddock Additional Outdoor Furniture Remodel Concession stands Add outdoor Bars

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22 City of Grand Prairie City Hall 317 College Street Grand Prairie, Texas Legislation Details (With Text) File #: Version: 1 Name: Report from LSP Type: Agenda Item Status: Agenda Ready - Committee File created: On agenda: Title: Sponsors: Indexes: Code sections: Attachments: 3/27/2014 In control: Sports Facilities Development Corporation 3/31/2014 Report from Lone Star Park Final action: Date Ver. Action By Action Result Title Report from Lone Star Park City of Grand Prairie Page 1 of 1 Printed on 3/27/2014 powered by Legistar