Common use of Design and Construction Clause in Contracts

Design and Construction. It is the intent of the Parties to keep each other fully informed as part of the process for the development, design, financing, and construction of the Stadium Project. • StadiumCo is the party responsible for the design, development and construction of the Stadium Project and, in discharging such obligation, StadiumCo will contract with and direct the architect(s), construction manager, and other professionals in the design and construction of the Stadium Project. The City will have final approval rights over the architect and the construction manager recommended by StadiumCo, which approval will not be unreasonably conditioned, withheld or delayed; provided that the City hereby approves the architects and contractors (construction manager, general contractor, or design-builder depending on delivery method chosen) identified on Exhibit 3. • The architect-engineer design team and contractor will have at least ten years of experience in the design, development and construction of comparable sports stadiums, arenas, and/or public assembly facilities. • The City will have the right to review the contract terms for the architect-engineer design team and contractor to ensure that the Stadium Project will be completed and in accordance with terms and conditions of the Stadium Lease and Development Agreement. • The City will have monitoring rights over Stadium Project construction. Such monitoring rights may include, at the City’s discretion, the City contracting with a construction monitor to review the Stadium Project construction for compliance with approved plans and specifications and all other applicable requirements. The costs of such construction monitor and the City’s otherwise exercising its monitoring rights and other professional fees incurred by the City in connection with the Stadium Project will be borne by the City. • The Stadium Lease and Development Agreement will include covenants between the parties on the construction schedule to include completion date, consequences of a delayed opening and construction completion guarantees. • The City and StadiumCo will put in place, manage and mutually agree upon a design process for the Stadium Project whereby the City and the StadiumCo will have direct input and will participate in developing a design that meets their respective requirements, satisfies all MLS requirements and achieves the best possible project within the agreed-upon program description and Budgeted Cost (see below). • The “Quality Standard” for the Stadium shall be first-class and state-of-the art, comparable to other applicable MLS facilities, such as Orlando City Stadium (Orlando, FL), BBVA Compass Stadium (Houston, TX), and Rio Tinto Stadium (Sandy, UT). • The parties shall mutually agree upon a designated set of design and related documents (“Base Stadium Plan”) that shall guide the planning, development, and construction of the Stadium and which will include milestones appropriate to the delivery method. The City shall have the right to comprehensively review design documents at major milestones mutually determined by the parties. Additionally, the City will have reasonable and timely approval rights of the Base Stadium Plan. • The City will endeavor to expedite all matters before it in order to keep the Stadium Project on schedule. The City shall also assist in obtaining approvals from other governmental agencies where appropriate. The City shall provide StadiumCo with a dedicated project coordinator to assist with all aspects of obtaining the required approvals for the Stadium with any City agencies. • Subject to standard regulatory approvals, the City shall, in its capacity as landowner, work in good faith with StadiumCo and its contractors to modify existing zoning, as may be necessary, to allow for the Stadium Project and any approved Ancillary Development. • In case of any abandonment of the Stadium Project by StadiumCo prior to the completion of the Stadium, StadiumCo and/or PSV will be obligated to demolish any portion of the Stadium Project that has been constructed or partially constructed, remove the debris and fill and level with clean fill. Additional Considerations • The Stadium will achieve a U.S. Green Building Council (“USGBC”) Leadership in Energy and Environmental Design (“LEED”) Silver certification or an Austin Energy Green Building (“AEGB”) Commercial rating of at least two (2) Stars. o StadiumCo will work with the City on feasible options for a sustainable design to minimize waste, net energy and net water status. • StadiumCo will adhere to the City’s economic inclusion practices in accordance with City Resolution No. 20120112- 058 pertaining to the adherence of Eligible Third-Party Agreements with the standards and principles of the City’s M/WBE Ordinance. • StadiumCo will work with the Workers Defense Project to meet the Better Builder standards for the Stadium Project. • The Stadium Lease and Development Agreement will address StadiumCo’s obligations with respect to: o adherence to the City’s wage and benefit requirements for employees. o implementation of a labor peace agreement between all concessionaires and custodial contractors, or their affiliates and subtenants, and any requesting labor organizations which represent or reasonably might represent employees working as part of the Stadium concessions. o ensure, in coordination with Workforce Solutions, that hiring helps achieve the goals in the Community Workforce Master Plan. • The parties will cooperate to facilitate a third-party art installation on the Site. • The parties will endeavor to minimize the impact on neighboring communities during construction of the Stadium Project. • Standards, requirements, and timing related to financing, design, development, and construction of the Stadium shall be established in the Stadium Lease and Development Agreement. • The parties’ respective roles and responsibilities (including inspection rights) with respect to the Stadium Project will also be further defined in the Stadium Lease and Development Agreement. • The Club will institute a program for students of Austin area school districts to participate in game related activities (such as pre-game, halftime, or post-game), including presentations and recognition. The Club will have an active registration process where community groups of various ages and disciplines can register to participate or perform in these game related activities. • The Club will invite local youth soccer groups to the Stadium to experience the look and feel of a professional soccer stadium and pitch and participate in youth programs. PSV Financing • PSV shall be solely responsible for securing the financing and other funding sources required for the planning, development, and construction of the Stadium Project in accordance with the terms hereof and except as otherwise expressly provided herein. • PSV shall pay for the Stadium Project from a variety of sources (as shall be determined by PSV) including, but not limited to, owner equity, secured loans, new market tax credit financing, and/or other third-party loans and contributions, as may be detailed in the Stadium Lease and Development Agreement. It is expressly agreed that such sources will be privately secured by PSV and/or its affiliated entities via instruments and methods that will not require any form of City financing, including but not limited to direct capital contributions, mitigation or waiver of City-imposed fees or taxes (except as specifically noted elsewhere herein or in the Stadium Lease and Development Agreement) or any form of City credit enhancement or financial backstop. • PSV, StadiumCo and their affiliated entities will have the right to grant a security interest to one or more lenders in (i) any of its right, title, and interest in the Stadium Project and the Stadium Lease and Development Agreement (including its leasehold or other operational interest, rights under construction agreements, rights in respect of Stadium-related revenue streams, etc.), (ii) any of its assets, including those located at the Stadium Project, and (iii) any of the ownership interests of PSV or any of its subsidiaries or affiliates. • PSV projected sources and uses for financing proceeds will be reviewed with, and be subject to comment and reasonable approval by the City and its advisors for the sole purpose of confirming PSV’s ability to finance the Stadium Project. • If PSV fails to provide reasonable evidence to the City of a financing plan to fund the Budgeted Costs in accordance with the procedures and benchmarks to be mutually agreed upon by the parties in the Stadium Lease and Development Agreement, then, subject to any applicable cure or substitute financing provisions in the Stadium Lease and Development Agreement and provided that such failure is not a result of action or inaction on the part of the City or breach by the City of the terms hereof, the City may terminate the Stadium Lease and Development Agreement without any further financial obligation to PSV (and under such circumstances the City will be reimbursed for certain fees and costs incurred by the City in the manner to be addressed in the Stadium Lease and Development Agreement).

Design and Construction. It is the intent of the Parties to keep each other fully informed as part of the process for the development, design, financing, and construction of the Stadium Project. • StadiumCo is the party responsible for the design, development and construction of the Stadium Project and, in discharging such obligation, StadiumCo will contract with and direct the architect(s), construction manager, and other professionals in the design and construction of the Stadium Project. The City will have final approval rights over the architect and the construction manager recommended by StadiumCo, which approval will not be unreasonably conditioned, withheld or delayed; provided that the City hereby approves the architects and contractors (construction manager, general contractor, or design-builder depending on delivery method chosen) identified on Exhibit 3. • The architect-engineer design team and contractor will have at least ten years of experience in the design, development and construction of comparable sports stadiums, arenas, and/or public assembly facilities. • The City will have the right to review the contract terms for the architect-engineer design team and contractor to ensure that the Stadium Project will be completed and in accordance with terms and conditions of the Stadium Lease AgreementsLease and Development Agreement. • The City will have monitoring rights over Stadium Project construction. Such monitoring rights may include, at the City’s discretion, the City contracting with a construction monitor to review the Stadium Project construction for compliance with approved plans and specifications and all other applicable requirements. The costs of such construction monitor and the City’s otherwise exercising its monitoring rights and other professional fees incurred by the City in connection with the Stadium Project will be borne by the City. • The There will be an agreementThe Stadium Lease and Development Agreement will include covenants between the parties on the construction schedule to include completion date, consequences of a delayed opening and construction completion guarantees. • The City and StadiumCo will put in place, manage and mutually agree upon a design process for the Stadium Project whereby the City and the StadiumCo will have direct input and will participate in developing a design that meets their respective requirements, satisfies all MLS requirements and achieves the best possible project within the agreed-upon program description and Budgeted Cost (see below). • The “Quality Standard” for the Stadium shall be first-class and state-of-the art, comparable to other applicable MLS facilities, such as Orlando City Stadium (Orlando, FL), BBVA Compass Stadium (Houston, TX), and Rio Tinto Stadium (Sandy, UT). • The parties shall mutually agree upon a designated set of design and related documents (“Base Stadium Plan”) that shall guide the planning, development, and construction of the Stadium and which will include milestones appropriate to the delivery method. The City shall have the right to comprehensively review design documents at major milestones mutually determined by the parties. Additionally, the City will have reasonable and timely approval rights of the Base Stadium Plan. • The City will endeavor to expedite all matters before it in order to keep the Stadium Project on schedule. The City shall also assist in obtaining approvals from other governmental agencies where appropriate. The City shall provide StadiumCo with a dedicated project coordinator to assist with all aspects of obtaining the required approvals for the Stadium with any City agencies. • Subject to standard regulatory approvals, the City shall, in its capacity as landowner, work in good faith with StadiumCo and its contractors to modify existing zoning, as may be necessary, to allow for the Stadium Project and any approved Ancillary Development. • In case of any abandonment of the Stadium Project by StadiumCo prior to the completion of the Stadium, StadiumCo and/or PSV will be obligated to demolish any portion of the Stadium Project that has been constructed or partially constructed, remove the debris and fill and level with clean fill. Additional Considerations • The Stadium will achieve a U.S. Green Building Council (“USGBC”) Leadership in Energy and Environmental Design (“LEED”) Silver certification or an Austin Energy Green Building (“AEGB”) Commercial rating of at least two (2) Stars. o StadiumCo will reasonably work with the City on to exploreon feasible options for a sustainable design to minimize waste, net energy and net water status. • StadiumCo will adhere to the City’s economic inclusion practices in accordance with City Resolution No. 20120112- 058 pertaining to the adherence of Eligible Third-Party Agreements with the standards and principles of the City’s M/WBE Ordinance. • StadiumCo will work with the Workers Defense Project to meet the Better Builder standards for the Stadium Project. • The Stadium Lease AgreementsLease and Development Agreement will address StadiumCo’s obligations with respect to: o adherence to the City’s wage and benefit requirements for employees. o implementation of a labor peace agreement between all concessionaires and custodial contractors, or their affiliates and subtenants, and any requesting labor organizations which represent or reasonably might represent employees working as part of the Stadium concessions. o good faith efforts to ensure, in coordination with Workforce Solutions, that hiring helps achieve the goals in the Community Workforce Master Plan. • The parties will cooperate to facilitate a third-party third -party art installation on the Site. • The parties will endeavor to minimize the impact of the Stadium Project on neighboring communities during construction of the Stadium Project. • Standards, requirements, and timing related to financing, design, development, and construction of the Stadium shall be established in the Stadium Lease AgreementsLease and Development Agreement. • The parties’ respective roles and responsibilities (including inspection rights) with respect to the Stadium Project will also be further defined in the Stadium Lease AgreementsLease and Development Agreement. • The Club will institute a program for students of Austin area school districts to participate in game related activities (such as pre-game, halftime, or post-game), including presentations and recognition. The Club will have an active registration process where community groups of various ages and disciplines can register to participate or perform in these game related activities. • The Club will invite local youth soccer groups to the Stadium to experience the look and feel of a professional soccer stadium and pitch and participate in youth programs. PSV Financing • PSV shall be solely responsible for securing the financing and other funding sources required for the planning, development, and construction of the Stadium Project in accordance with the terms hereof and except as otherwise expressly provided herein. • PSV shall pay for the Stadium Project from a variety of sources (as shall be determined by PSV) including, but not limited to, owner equity, secured loans, new market tax credit financing, and/or other third-party loans and contributions, as may be detailed in the Stadium Lease AgreementsLease and Development Agreement. It is expressly agreed that such sources will be privately secured by PSV and/or its affiliated entities via instruments and methods that will not require any form of City financing, including but not limited to direct capital contributions, mitigation or waiver of City-imposed fees or taxes (except as specifically noted elsewhere herein or in the Stadium Lease AgreementsLease and Development Agreement) or any form of City credit enhancement or financial backstop. • PSV, StadiumCo and their itstheir affiliated entities will have the right to grant a security interest to one or more lenders in (i) any of its right, title, and interest in the Stadium Project and the Stadium Lease and Development Agreement (including its leasehold or other operational interest, rights under construction agreements, rights in respect of Stadium-Stadium- related revenue streams, etc.), (ii) any of its assets, including those located at the Stadium Project, and (iii) any of the ownership interests of PSV or any of its subsidiaries or affiliates. • PSV projected sources and uses for financing proceeds will be reviewed with, and be subject to comment and reasonable approval by the City and its advisors for the sole purpose of confirming PSV’s ability to finance the Stadium Project. • If PSV fails to provide reasonable evidence to the City of a financing plan to fund the Budgeted Costs in accordance with the procedures and benchmarks to be mutually agreed upon by the parties in the Stadium Lease AgreementsLease and Development Agreement, then, subject to any applicable cure or substitute financing provisions in the Stadium Lease AgreementsLease and Development Agreement and provided that such failure is not a result of action or inaction on the part of the City or breach by the City of the terms hereof, the City may terminate the Stadium Lease AgreementsLease and Development Agreement without any further financial obligation to PSV (and under such circumstances the City will be reimbursed for certain fees and costs incurred by the City in the manner to be addressed in the Stadium Lease AgreementsLease and Development Agreement).

Design and Construction. It is the intent of the Parties to keep each other fully informed as part of the process for the development, design, financing, and construction of the Stadium Project. • StadiumCo is the party responsible for the design, development and construction of the Stadium Project and, in discharging such obligation, StadiumCo will contract with and direct the architect(s), construction manager, and other professionals in the design and construction of the Stadium Project. The City will have final approval rights over the architect and the construction manager recommended by StadiumCo, which approval will not be unreasonably conditioned, withheld or delayed; provided that the City hereby approves the architects and contractors (construction manager, general contractor, or design-builder depending on delivery method chosen) identified on Exhibit 3. • The architect-engineer design team and contractor will have at least ten years of experience in the design, development and construction of comparable sports stadiums, arenas, and/or public assembly facilities. • The City will have the right to review the contract terms for the architect-engineer design team and contractor to ensure that the Stadium Project will be completed and in accordance with terms and conditions of the Stadium Lease and Development Agreement. • The City will have monitoring rights over Stadium Project construction. Such monitoring rights may include, at the City’s discretion, the City contracting with a construction monitor to review the Stadium Project construction for compliance with approved plans and specifications and all other applicable requirements. The costs of such construction monitor and the City’s otherwise exercising its monitoring rights and other professional fees incurred by the City in connection with the Stadium Project will be borne by the City. • The Stadium Lease and Development Agreement will include covenants between the parties on the construction schedule to include completion date, consequences of a delayed opening and construction completion guarantees. • The City and StadiumCo will put in place, manage and mutually agree upon a design process for the Stadium Project whereby the City and the StadiumCo will have direct input and will participate in developing a design that meets their respective requirements, satisfies all MLS requirements and achieves the best possible project within the agreed-upon program description and Budgeted Cost (see below). • The “Quality Standard” for the Stadium shall be first-class and state-of-the art, comparable to other applicable MLS facilities, such as Orlando City Stadium (Orlando, FL), BBVA Compass Stadium (Houston, TX), and Rio Tinto Stadium (Sandy, UT). • The parties shall mutually agree upon a designated set of design and related documents (“Base Stadium Plan”) that shall guide the planning, development, and construction of the Stadium and Site, and which will include milestones appropriate to the delivery method. The City shall have the right to comprehensively review design documents at major milestones mutually determined by the parties. Additionally, the City will have reasonable and timely approval rights of the Base Stadium Plan. • The City will endeavor to expedite all matters before it in order to keep the Stadium Project on schedule. The City shall also assist in obtaining approvals from other governmental agencies where appropriate. The City shall provide StadiumCo with a dedicated project coordinator to assist with all aspects of obtaining the required approvals for the Stadium with any City agencies. • Subject to standard regulatory approvals, the City shall, in its capacity as landowner, work in good faith with StadiumCo and its contractors to modify existing zoning, as may be necessary, to allow for the Stadium Project and any approved Ancillary Development. • In case of any abandonment of the Stadium Project by StadiumCo prior to the completion of the Stadium, StadiumCo and/or PSV will be obligated to demolish any portion of the Stadium Project that has been constructed or partially constructed, remove the debris and fill and level with clean fill. Additional Considerations • The Stadium will achieve achieve, at a minimum, a U.S. Green Building Council (“USGBC”) Leadership in Energy and Environmental Design (“LEED”) Silver certification or an Austin Energy Green Building (“AEGB”) Commercial rating of at least two (2) Stars. In the design phase, StadiumCo will collaborate with the City Sustainability Office to work to achieve a minimum of a Gold certification or three (3) star rating, giving serious consideration to the recommendations in the Draft Sustainability Terms document. o StadiumCo will work with the City on feasible options for a sustainable design to minimize waste, net energy and net water status. • StadiumCo will adhere to the City’s economic inclusion practices in accordance with City Resolution No. 20120112- 058 pertaining to the adherence of Eligible Third-Party Agreements with the standards and principles of the City’s M/WBE Ordinance. • StadiumCo will work with the Workers Defense Project to meet the Better Builder standards for the Stadium Project. • The Stadium Lease and Development Agreement will address StadiumCo’s obligations with respect to: o ensuring adherence to the City’s wage and benefit requirements for employees. o ensuring implementation of a labor peace agreement for stadium hospitality, including concessions and ancillary developments such as hotels and restaurants, between all concessionaires and custodial contractors, or their affiliates and subtenants, and any requesting labor organizations which represent or reasonably might represent employees working as part of the Stadium concessionsconcessions and hospitality. o ensureensuring, in coordination with Workforce Solutions, that hiring helps achieve the goals in the Community Workforce Master Plan. • The parties will cooperate to facilitate a third-party art installation on the Site. • The parties will endeavor to minimize the impact on neighboring communities during construction of the Stadium Project. • Standards, requirements, and timing related to financing, design, development, and construction of the Stadium shall be established in the Stadium Lease and Development Agreement. • The parties’ respective roles and responsibilities (including inspection rights) with respect to the Stadium Project will also be further defined in the Stadium Lease and Development Agreement. • The Club will institute a program for students of Austin area school districts to participate in game related activities (such as pre-game, halftime, or post-game), including presentations and recognition. The Club will have an active registration process where community groups of various ages and disciplines can register to participate or perform in these game related activities. • The Club will invite local youth soccer groups to the Stadium to experience the look and feel of a professional soccer stadium and pitch and participate in youth programs. PSV Financing • PSV shall be solely responsible for securing the financing and other funding sources required for the planning, development, and construction of the Stadium Project in accordance with the terms hereof and except as otherwise expressly provided herein. • PSV shall pay for the Stadium Project from a variety of sources (as shall be determined by PSV) including, but not limited to, owner equity, secured loans, new market tax credit financing, and/or other third-party loans and contributions, as may be detailed in the Stadium Lease and Development Agreement. It is expressly agreed that such sources will be privately secured by PSV and/or its affiliated entities via instruments and methods that will not require any form of City financing, including but not limited to direct capital contributions, mitigation or waiver of City-imposed fees or taxes (except as specifically noted elsewhere herein or in the Stadium Lease and Development Agreement) or any form of City credit enhancement or financial backstop. • PSV, StadiumCo and their affiliated entities will have the right to grant a security interest to one or more lenders in (i) any of its right, title, and interest in the Stadium Project and the Stadium Lease and Development Agreement (including its leasehold or other operational interest, rights under construction agreements, rights in respect of Stadium-related revenue streams, etc.), (ii) any of its assets, including those located at the Stadium Project, and (iii) any of the ownership interests of PSV or any of its subsidiaries or affiliates. • PSV projected sources and uses for financing proceeds will be reviewed with, and be subject to comment and reasonable approval by the City and its advisors for the sole purpose of confirming PSV’s ability to finance the Stadium Project. • If PSV fails to provide reasonable evidence to the City of a financing plan to fund the Budgeted Costs in accordance with the procedures and benchmarks to be mutually agreed upon by the parties in the Stadium Lease and Development Agreement, then, subject to any applicable cure or substitute financing provisions in the Stadium Lease and Development Agreement and provided that such failure is not a result of action or inaction on the part of the City or breach by the City of the terms hereof, the City may terminate the Stadium Lease and Development Agreement without any further financial obligation to PSV (and under such circumstances the City will be reimbursed for certain fees and costs incurred by the City in the manner to be addressed in the Stadium Lease and Development Agreement).

Design and Construction.  It is the intent of the Parties to keep each other fully informed as part of the process for the development, design, financing, and construction of the Stadium Project. •  StadiumCo is the party responsible for the design, development and construction of the Stadium Project and, in discharging such obligation, StadiumCo will contract with and direct the architect(s), construction manager, and other professionals in the design and construction of the Stadium Project. The City will have final approval rights over the architect and the construction manager recommended by StadiumCo, which approval will not be unreasonably conditioned, withheld or delayed; provided that the City hereby approves the architects and contractors (construction manager, general contractor, or design-builder depending on delivery method chosen) identified on Exhibit 3. •  The architect-engineer design team and contractor will have at least ten years of experience in the design, development and construction of comparable sports stadiums, arenas, and/or public assembly facilities. •  The City will have the right to review the contract terms for the architect-engineer design team and contractor to ensure that the Stadium Project will be completed and in accordance with terms and conditions of the Stadium Lease AgreementsLease and Development Agreement. •  The City will have monitoring rights over Stadium Project construction. Such monitoring rights may include, at the City’s discretion, the City contracting with a construction monitor to review the Stadium Project construction for compliance with approved plans and specifications and all other applicable requirements. The costs of such construction monitor and the City’s otherwise exercising its monitoring rights and other professional fees incurred by the City in connection with the Stadium Project will be borne by the City. • The  There will be an agreementThe Stadium Lease and Development Agreement will include covenants between the parties on the construction schedule to include completion date, consequences of a delayed opening and construction completion guarantees. •  The City and StadiumCo will put in place, manage and mutually agree upon a design process for the Stadium Project whereby the City and the StadiumCo will have direct input and will participate in developing a design that meets their respective requirements, satisfies all MLS requirements and achieves the best possible project within the agreed-upon program description and Budgeted Cost (see below). •  The “Quality Standard” for the Stadium shall be first-class and state-of-the art, comparable to other applicable MLS facilities, such as Orlando City Stadium (Orlando, FL), BBVA Compass Stadium (Houston, TX), and Rio Tinto Stadium (Sandy, UT). •  The parties shall mutually agree upon a designated set of design and related documents (“Base Stadium Plan”) that shall guide the planning, development, and construction of the Stadium and which will include milestones appropriate to the delivery method. The City shall have the right to comprehensively review design documents at major milestones mutually determined by the parties. Additionally, the City will have reasonable and timely approval rights of the Base Stadium Plan. •  The City will endeavor to expedite all matters before it in order to keep the Stadium Project on schedule. The City shall also assist in obtaining approvals from other governmental agencies where appropriate. The City shall provide StadiumCo with a dedicated project coordinator to assist with all aspects of obtaining the required approvals for the Stadium with any City agencies. •  Subject to standard regulatory approvals, the City shall, in its capacity as landowner, work in good faith with StadiumCo and its contractors to modify existing zoning, as may be necessary, to allow for the Stadium Project and any approved Ancillary Development. •  In case of any abandonment of the Stadium Project by StadiumCo prior to the completion of the Stadium, StadiumCo and/or PSV will be obligated to demolish any portion of the Stadium Project that has been constructed or partially constructed, remove the debris and fill and level with clean fill. Additional Considerations •  The Stadium will achieve a U.S. Green Building Council (“USGBC”) Leadership in Energy and Environmental Design (“LEED”) Silver certification or an Austin Energy Green Building (“AEGB”) Commercial rating of at least two (2) Stars. o StadiumCo will reasonably work with the City on to exploreon feasible options for a sustainable design to minimize waste, net energy and net water status. •  StadiumCo will adhere to the City’s economic inclusion practices in accordance with City Resolution No. 20120112- 058 pertaining to the adherence of Eligible Third-Party Agreements with the standards and principles of the City’s M/WBE Ordinance. •  StadiumCo will work with the Workers Defense Project to meet the Better Builder standards for the Stadium Project. •  The Stadium Lease AgreementsLease and Development Agreement will address StadiumCo’s obligations with respect to: o adherence to the City’s wage and benefit requirements for employees. o implementation of a labor peace agreement between all concessionaires and custodial contractors, or their affiliates and subtenants, and any requesting labor organizations which represent or reasonably might represent employees working as part of the Stadium concessions. o good faith efforts to ensure, in coordination with Workforce Solutions, that hiring helps achieve the goals in the Community Workforce Master Plan. •  The parties will cooperate to facilitate a third-party third -party art installation on the Site. •  The parties will endeavor to minimize the impact of the Stadium Project on neighboring communities during construction of the Stadium Project. •  Standards, requirements, and timing related to financing, design, development, and construction of the Stadium shall be established in the Stadium Lease AgreementsLease and Development Agreement. •  The parties’ respective roles and responsibilities (including inspection rights) with respect to the Stadium Project will also be further defined in the Stadium Lease AgreementsLease and Development Agreement. •  The Club will institute a program for students of Austin area school districts to participate in game related activities (such as pre-game, halftime, or post-game), including presentations and recognition. The Club will have an active registration process where community groups of various ages and disciplines can register to participate or perform in these game related activities. •  The Club will invite local youth soccer groups to the Stadium to experience the look and feel of a professional soccer stadium and pitch and participate in youth programs. PSV Financing •  PSV shall be solely responsible for securing the financing and other funding sources required for the planning, development, and construction of the Stadium Project in accordance with the terms hereof and except as otherwise expressly provided herein. •  PSV shall pay for the Stadium Project from a variety of sources (as shall be determined by PSV) including, but not limited to, owner equity, secured loans, new market tax credit financing, and/or other third-party loans and contributions, as may be detailed in the Stadium Lease AgreementsLease and Development Agreement. It is expressly agreed that such sources will be privately secured by PSV and/or its affiliated entities via instruments and methods that will not require any form of City financing, including but not limited to direct capital contributions, mitigation or waiver of City-imposed fees or taxes (except as specifically noted elsewhere herein or in the Stadium Lease AgreementsLease and Development Agreement) or any form of City credit enhancement or financial backstop. •  PSV, StadiumCo and their itstheir affiliated entities will have the right to grant a security interest to one or more lenders in (i) any of its right, title, and interest in the Stadium Project and the Stadium Lease and Development Agreement (including its leasehold or other operational interest, rights under construction agreements, rights in respect of Stadium-Stadium- related revenue streams, etc.), (ii) any of its assets, including those located at the Stadium Project, and (iii) any of the ownership interests of PSV or any of its subsidiaries or affiliates. •  PSV projected sources and uses for financing proceeds will be reviewed with, and be subject to comment and reasonable approval by the City and its advisors for the sole purpose of confirming PSV’s ability to finance the Stadium Project. •  If PSV fails to provide reasonable evidence to the City of a financing plan to fund the Budgeted Costs in accordance with the procedures and benchmarks to be mutually agreed upon by the parties in the Stadium Lease AgreementsLease and Development Agreement, then, subject to any applicable cure or substitute financing provisions in the Stadium Lease AgreementsLease and Development Agreement and provided that such failure is not a result of action or inaction on the part of the City or breach by the City of the terms hereof, the City may terminate the Stadium Lease AgreementsLease and Development Agreement without any further financial obligation to PSV (and under such circumstances the City will be reimbursed for certain fees and costs incurred by the City in the manner to be addressed in the Stadium Lease AgreementsLease and Development Agreement).