“"Y OF BIRMINGHAM MAYOR RANDALL L, WOODFIN PUTTING PEOPLE FIRST ‘May 28, 2019 Ms. Teri Kelly Director of Tax Topgolf 8750 N. Central Expressway Suite 1200 Dallas, TX. 75321 Dear Ms. Kelly, ‘This letter is in reference to Topgol’s request for an incentive payment pursuant to the development agreement between the City of Birmingham and Topgolf, dated December 21, 2016. You reached out to the Senior Project Manager at the City, Mr. Griffin Lassiter, to request the incentive payment on February 11, 2019. We replied to your inquiry with a letter from Josh Carpenter, Director of Innovation and Economic Opportunity, dated February 19, 2019, The leer from Dz. Carpenter requested a final isting of the company name, scope of work, and amount of payment to the general contractor(s) and subcontractors involved in project site preparation and construction up to the date of opening of the facility. This information was necessary to determine whether Topgolf and the associated general contractor, ARCO Murray, engaged in a good-faith effort to include minority and disadvantaged business subcontractors in the project’s construction phase, as specified in the development agreement under section 3.15(b). On March 27, 2019, you supplied Dr. Carpenter with accompanying documentation of ARCO Murtay’s efforts to engage minority contractors in building the Topgolf Birmingham location. That attached documentation showed $601,919.99 spent on sub-contracts with minority developers. In response to Dr. Carpenter's inquiry, you informed us that the total building cost was “$17.1 million ‘and an additional $7.5 million was spent on other costs.” Consequently, minority contractors received just 3.52% of the total spent on construction and 2.5% of the total project costs. ‘The minority contractor goal clearly established in the inclusion plan you developed with the Birmingham Construction Industry Authority (BCIA) is attached to this letter. In that inclusion plan, dated December 8, 2016, Topgolf, along with its general contractor ARCO Murray, agreed on a 30% minority participation goal to build a Topgolf in Birmingham (please see the top of page 6 in the attachment). Since the overall cost to build the project was $17.1 million, and just $601,919.19 went to minority contractors, Topgolf and ARCO Murray did not come close to reaching the agreed-upon goal. After evaluating these facts and assessing all of the documentation provided to substantiate your incentive 710 NORTH 20TH SF. BIRMINGHAM, AL. 35203 205) 2542977 WWWBIRMINGHAMAL.GOVMs. Tesi Kelly May 28, 2019 Page 2 request of $228,000 against the goals of the inclusion plan, my administration has determined that Topgolf and ARCO Murray have failed to demonstrate any substantial level of effort to comply with the expectations tepresented by Topgolf in its project agreement with the City of Birmingham. ‘Therefore, we are terminating the agreement. Sincerely, Randall Woo Mayor City of Birmingham Cedric Sparks, Chief of Staff Nicole King, City Attorney Josh Carpenter, Ph.D., Director of Innovation and Economie Opportunity Tene Dolphin, Deputy Director for Business Diversity and Opportunity Griffin Lassiter, Senior Project Manager Michael Bell, Executive Director, Birmingham Construction Industry Authority