Ordinance 12558
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r -, :. >•• ~ December 15, 1996 Introduced By: Pete von Reichbauer Proposed No. : 96-1012 'if .A 1 ORDINANCE NO. 1 2 5 5 8 t .. " 2 AN ORDINANCE relating to the Use 3 Agreement between King County and the 4 Seittle Seahawks for use of the Kingdome, 5 and authorizing the Executive to amend 6 said agreement. 7 II BE IT ORDAINED BY THE COUNCIL OF KING COUNTY: 8 II SECTION 1. The executive is authorized to enter into an 9 II agreement with Football Northwest (FNW) in substantially the 10 II same form as Exhibit A, attached, but also incorporating the 11 II following additional term: 12 Section 4.3 Any.new or additional local taxes which are 13 II to be imposed to fund any costs of a New King County Stadium, 14 II as defined in Exhibit A, are expressly conditioned upon their 15 II ratification by a vote of the people of King County. 16 II SECTION 2. The amounts for the annual Guaranteed 17 II Advertising Payments set forth in blank in Section 3.4 (f) on 18 II page 9 of the draft proposed agreement as transmitted by the - 1 - \ , ~ .. 12558 J:~1 . 1 II Executive, which were agreed to between FNW and the Executive 2 II on February 13, 1996, shall be $109,158 while the Mariners 3 II are still playing in the Kingdome, and $36,386 after the 4 II Mariners are no longer playing in the Kingdome. 5 INTRODUCED AND READ for the first time this 977- 6 day of 0-« rlJ2--rvvbg.,\ , 199b. 7 PASSED by a vote of ~ to ~ this IfI-i:tt day of 8 .j) eCeM b-et....· , 19 q.6. 9 KING COUNTY COUNCIL 10 KING COUNTY, WASHINGTON 11 12 Chair 13 ATTEST: 14 II Lc~ 15 II Clerk of the coun~ 16 II APPROVED this ,9 day of ~~ , 1911 17 18 19 II Attachments: Exhibit A - Cons~nt to Assignment and Amendment 20 of Use Agreement - 2 - , , 12558 .~ EXHIBIT A CONSENT TO ASSIGNMENT AND AMEND~NTOFUSEAGREE~NT This Co~nt to Assignment and Amendment of Use Agreement agreement (the "Agreement") is made and entered into this _ day of December, 1996, by and' between KING COUNTY, 'WASHINGTON, a duly-incorporated municipal corporation of the state of Washington ,(the "County") jUld FOOTBALL NORTHWEST ("FNW"), a general partnership organized and existing under the laws of the state of Washington with' a principal place of business at 110 - IIOth Avenue N.E., Suite 550, Bellevue, Washington 98004 and consisting of Football Northwest Inc., a Washington corporation, managing partner, and Vulcan Northwest Inc., a Washington corporation, both as general partners. RECITl\LS A FNW is party to that certain Option Agreement dated Apri120, 1996, as amended (the "Option Agreement"), with Seattle Seahawks, Inc., a Washington corporation, eSSI"), and the shareholders of SSL pursuant to which FNW has the option to purchase all of the issued and outstanding stock of SSI (the "Stock") or substantially all of the assets of SSL including the Seattle Seahawks National Football League franchise (the "Assets"). B. County and SSI (which is the successor by assignment from Seattle Professional Football, a general partnership), are parties to that certain Amended Agreement dated April 22, 1986 (the "Current Use Agreement") pursuant to which the Seattle Seahawks NFL professional football team (the "Seahawks" o~ the "Team"), the operating activity of SSL is entitled to the use of the King County Domed Stadium in Seattle (the "Domed Stadium") for the playing ofits home football games. C. In the event FNW purchases the Stock or Assets of SSL consent of the County shall be required to pennit an assignment of the Current Use Agreement from SSI to FNW. By this Agreement, in advance of its exercise, the County desires to consent to such assignment in connection with such purchase. D. In addition to giving its consent, the County and FNW desire to amend the Current Use Agreement in the event FNW purchases the Stock or Assets of SSI. The Current Use Agreement as, amended by this Agreement is the "Amended Use Agreement." The consent and the amendments provided in this Agreement will be effective if: only if: and when FNW purchases the Stock or Assets and assumes the obligations of SSI under the Current Use Agreement, as then amended by this Agreement. ' NOW, THEREFORE, for and in consideration of the mutual agreements herein contained; the parties hereto do agree as follows: CONSENT8.DOC 12113/962:42 PM -1- .. C'\\ <;.~ I, ~:5 5 8,';;1 (a) Subject to compliance with NFL requirements, FNW may, at any time and without other restriction, sell any interest in the Team which does not constitute a Sale of the Team, as defined below.' , (b) Subject to compliance with NFL requirements, FNW may at any time sell an interest in the Team which constitutes a Sale of the Team to any buyer which assumes FNW's obligations under the Amended Use Agreement, as then in effect, and such sale shall be otherwise without restriction. Upon consummation of the sale as provided above, such buyer shall have all of the rights and obligations ofFNW under the Amended Use Agreement and FNW shall be released therefrom upon its releasing the County therefrom. 3.2.2 In Connection With Termination of the Amended Use Agreement. In the event that, prior to the termination of the Amended Use Agreement pursuant to the last sentence of Article One, and in connection with such termination, the Team is to be sold or re~ocated to play its Home Games in a facility other than the Domed Stadium following the termination, then this subparagraph 3.2.2 shall apply as a precondition to such termination and sale or relocation. 3.2.2.1 Sale of the Team. Subject to compliance with NFL requirements, at any time after the completion of the 1999 NFL Season, FNW may terminate the Amended Use Agreement as prQvided in Article One and consummate a Sale of the Team, as follows: . (a) to any buyer which has entered into a Puget Sound Commitment, as defined below; or (b) to any buyer which has not entered into a Puget Sound Commitment; provided that, as a precondition to such termination, FNW has first Offered the Team to a Local Buyer in accordance with subparagraph 3.2.4 below, and no such Local Buyer has purchased the Team pursuant thereto. Upon a Sale of the Team pursuant to this, subparagraph 3.i.2.1(b), if the Net Sales Price of the Team, as described below, exceeds the Fair Price, the County shall receive out of the sales proceeds or directly from FNW within a reasonably prompt period after the sale a percentage of such excess, with the percentage based on the date the Team is relocated. outside the Puget Sound Region as follows: (i) before the conclusion of the 2001 NFL Season, the percentage shall be 50%; (ii) after the conclusion of the 2001 NFL Season but before the conclusion of the 2002 NFL Season, the percentage shall be 20%; (iii) after the conclusion of the 2002 NFL Season but before the conclusion of the 2003 NFL Season, the percentage shall be 15%; (iv) after the conclusion of the 2003 NFL Season but bef,?re the conclusion of the 2004 NFL Season, the percentage shall be 10%; or CONSENTS.DOC 121131962:42 PM -3- 1 2~YV.r:; f!!: 8 .. ~ or a relocation of the Team) which requires that it have first Offered to a Local Buyer, FNW shall have complied with the requirement if it does as follows: 3.2.4.1 Notice of Offer to Sell. FNW shall give written notice to the County ("FNW's Notice") that it is offering the Team for sale to a Local Buyer, as defined below, in order to comply with the provisions of this subparagraph 3.2.4. FNW's Notice shall include a fonnal written offer for the sale of the Team (the "Offer") andFNW' s calculation of its Net Investment, as defined below. The sale price will then be determined as provided below. If FNW had caused an appraisal of the Team to be undertaken, and such appraisal had beeI1 completed within 12 months prior to FNW's Notice, then FNW's NotiGe will include a copy of such appraisal. 3.2.4.2 Fair Price Determination. The sale price for the Team shall be the "Fair Price," which shall be either the Net Investment or the Fair Market Value, both as defined below, at the election of FNW. FNW's election may be made either before or after the determination of the Net Investment and the Fair Market Value. The Net Investment and the Fair Market Value shall each be determined either by agreement of the parties or, failing agreement, by an independent third party. (a) If the parties cannot agree on the amount of the Net Investment within 10 business days ofFNW's Notice, the parties shall undertake to have the Net Investment determined by an independent "Big Six" accounting firm. The County and FNW shall . exchange lists of four such firms, with the choices listed in order of preference. The first firm on FNW's list that matches a firm on the County's list shall be the firm chosen. If that firm cannot or will not serve, then the first finn on the County's list that matches a firm on FNW's list other than the first firm chosen shall be the finn chosen. This method shall be followed until all matches are exhausted. If this method fails to identify a firm to perfonn the.