AN ORDINANCE relating to the Seattle Center Department, authorizing the execution of a Memorandum of Understanding with SSI Sports, Inc. ("SSI") regarding the use of KeyArena for the playing of Women's National Basketball Association ("WNBA") games.

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. As requested by the Seattle Center Director and recommended by the Mayor, the Seattle Center Director is authorized to execute, for and on behalf of The City of Seattle, a Memorandum of Understanding with SSI Sports, Inc. ("SSI") substantially in the form of the agreement attached hereto, and identified as "MEMORANDUM OF UNDERSTANDING BETWEEN SSI SPORTS, INC. & THE CITY OF SEATTLE" regarding the use of KeyArena for the playing of Women's National Basketball Association ("WNBA") games beginning in 2000.

Section 2. Any act consistent with the authority and prior to the effective date of this ordinance is hereby ratified and confirmed.

Section 3. This ordinance shall take effect and be in force thirty (30) days from and after its approval by the Mayor, but if not approved and returned by the Mayor within ten (10) days after presentation, it shall take effect as provided by Municipal Code Section 1.04.020.

Passed by the City Council the _____ day of _______________, 1999, and signed by me in open session in authentication of its passage this ____day of ______________, 1999. ___________________________________ President of the City Council

Approved by me this _____ day of _______________, 1999. ___________________________________ Paul Schell, Mayor

Filed by me this _____ day of _______________, 19____. ___________________________________ City Clerk ATTACHMENT

MEMORANDUM OF UNDERSTANDING BETWEEN SSI SPORTS, INC. & THE CITY OF SEATTLE MEMORANDUM OF UNDERSTANDING BETWEEN SSI SPORTS, INC. & THE CITY OF SEATTLE FOR: THE PLAYING OF AN EXPANSION WNBA BASKETBALL TEAM IN KEYARENA BEGINNING JUNE 2000

This non-binding Memorandum of Understanding ("MOU") is intended to express the parties' understanding of the basic concepts which may be incorporated into a agreement between SSI Sports, Inc. ("SSI") and the City of Seattle ("City") for use of the KeyArena for the playing of Women's National Basketball Association ("WNBA") games commencing June 2000.

CONTRACT TERM

Term: The agreement shall be for three years commencing January 1, 2000, and ending December 31, 2002.

FEES AND OTHER PAYMENTS

1. License Fee: SSI shall pay the City the following license fee for each pre-season, regular and post-season game played at the KeyArena, which is designed to cover Seattle Center's costs of staging a WNBA game:

Attendance* License Fee 0-4499 $ 11,500 4500-7999 $ 12,500 8000-10,999 $ 13,500 11,000-capacity $ 14,500

*Attendance is based on drop count, not including suites. The drop count is the actual number of tickets that are taken at any event.

At the conclusion of each season of play, the Seattle Center shall determine its actual costs of staging a WNBA game. If Seattle Center's actual expenses, as calculated solely by Seattle Center Director, are less than the License Fees outlined above, 60% of the amount of the savings will be rebated to SSI. If the actual expenses exceed the amounts stated above due to wage or cost of living increases, SSI shall remit the additional amount to the City.

The License Fee includes the following services (for basketball set-up only): Event Service Representative time; police (for crowd control); admissions personnel; stage personnel; sound personnel; and cleaning staff.

The License fee does not include scoreboard operators; any additional staffing required for television broadcasts; use of the KeyArena for special parties or catered events and associated staff; or staff required for any preor post-game activities beyond the normal game activities. Normal game activities include load-in and set-up of basketball configuration, playing of the game, including half-time activities and tear-down and removal of basketball equipment. In addition, any staff required for installation and/or removal of the upper bowl curtain/shroud system; scorers; police needed for player, coach, bench or courtside security purposes; ticket sellers; game officials and other similar staffing needs shall be provided or paid for by SSI.

2. Percentage Fee: In addition to the License Fee, when gross ticket sales (not including admission taxes) exceed $1,250,000 for any season, the City shall receive 10% of all gross ticket sales in excess of that amount. As an example, if gross ticket sales for a season total $1,500,000, Seattle Center will be entitled to an additional fee of 10% of $250,000 or $25,000 for that season. For definitional purposes, a season consists of all pre-season, regular season and post-season home games.

3. Capital Improvements: SSI shall purchase and pay for installation of a curtaining or seat shroud system for the KeyArena upper bowl area. Seattle Center and SSI will mutually agree upon the type and design of this system. The intent of this system is to mask the upper bowl during WNBA events when the attendance does not warrant the use of the upper bowl. Seattle Center shall have full use of the curtaining system for other events held in the KeyArena at no cost to the City.

4. Concessions: SSI shall have the exclusive right to sell concessions inside the KeyArena during WNBA basketball games and shall retain all revenue therefrom.

5. Merchandise: SSI shall have the exclusive right to sell merchandise inside the KeyArena during WNBA basketball games and shall retain all revenue therefrom.

6. Parking: Seattle Center shall retain all revenues from parking on WNBA home game dates. A mutually agreed-upon number of spaces will be reserved in the First Avenue North garage for use by SSI/WNBA staff on each home game date. All parking spaces provided will be billed to and paid for by SSI at prevailing Seattle Center public rates.

7. Advertising: SSI will retain all rights to and income from WNBA advertising inside the KeyArena including signage, scoreboard, radio and television. All advertising, including but not limited to print, media, signage, brochures, tickets and logo advertising, home game locations shall include the words "KeyArena at Seattle Center".

OPERATION AND CONTROL OF KEYARENA

The City shall at all times exercise overall supervision and control of the KeyArena and all Seattle Center parking. The City and SSI will endeavor to jointly develop operating standards for the play of WNBA Basketball in the KeyArena in an effort to set high levels of customer service while also controlling game operation costs; provided, however, that in case of any disagreement pertaining to operational issues, the decision of the Seattle Center Director shall be final.

SCHEDULING OF WNBA HOME GAMES

All home games of the WNBA Seattle franchise shall be played in the KeyArena, unless both parties agree that a game may be played elsewhere. It is understood and agreed that the scheduling of WNBA games shall be consistent with Attachment "A", but shall not preempt the use of KeyArena Champions on Ice (May/June), Women of Faith (August/ September), and Ringling Brothers Circus (September). It is further understood and agreed that the scheduling of WNBA games shall be subject to the mutual agreement of One Reel (Bumbershoot), the WNBA, SSI and the Seattle Center on sharing the four days that make up the Labor Day Weekend.

TICKETING

All ticketing responsibilities, including but not limited to all season, group, individual, day of event and advance ticket sales shall be the responsibility of SSI. SSI shall submit a certified box office statement within 30 days of each home game to Seattle Center for accounting purposes.

OTHER ISSUES

1. Basketball Floor: The WNBA may use either the "Sonics" basketball floor or the "Mercer Arena" basketball floor (also known as the "Reign Floor"). All costs associated with re-painting and preparing either floor, as well as any changes needed to accommodate the accompanying baskets, courtside seating, etc., for WNBA purposes shall be the sole responsibility of SSI. Regardless of the floor used for any WNBA home games, the words "KeyArena at Seattle Center" shall be prominently displayed in a televisionviewable location on the floor.

2. Cancellation of Home Games: SSI shall pay the City a fee of $5000 for each pre-season and regular season game cancelled with less than 60 days notice to the City If Seattle Center is thereafter able to provide a replacement event at KeyArena for any such cancelled WNBA home game date, the $5000 fee will be reduced by the amount of net revenue actually received by Seattle Center from any such replacement event, but in no event shall the credit exceed $5000.

3. In addition, SSI will deposit $100,000 with the City prior to the beginning of each season. For each WNBA game played in that season, SSI shall receive a credit of $5000 (not to exceed $80,000 in any one season). At the end of the season, the residual amount from the $100,000, plus interest shall remain with the City of Seattle, and accrue to the Key Arena Building Fund.

DATED this _______ day of ______________, 1999.

THE CITY OF SEATTLE SSI SPORTS, INC. By ____________________ By ____________________ Virginia Anderson Director, Seattle Center

ATTACHMENT A

NBA "Rules" WNBA Equivalent

41 regular season games 16 regular season First weekend in games Current regular November through third season understood to Weekend in April (24 run from second Weekends total) Tuesday in June through last Saturday in August (10 weekends total) 50 non-consecutive 20 non-consecutive dates dates No gaps, greater than No gaps greater than 7 days 7 days 20 additional dates, 8 additional dates, including 4 Mondays including 2 Mondays Of the 70: 15 Fridays, Of the 28: 6 Fridays 15 Saturdays 6 Saturdays (No more than 10 (No more than 4 consecutive) consecutive)

Pre-season games Pre-season games negotiated on a negotiated on a date-by-date basis date-by-date separate from the basis separate above process. from the above process

Post-season dates held Post-season dates as per NBA request held from end of (dates held in same regular season pattern as previous year through first until NBA request weekend in September received) except for Labor Day weekend/Bumbershoot use

Dates offered by January Dated to be offered 1 by October 1 Schedule finalized by Schedule to be July 15 finalized by March 19/10/99 V # 1