AN ORDINANCE relating to the Seattle Center Department; authorizing execution of the first amendment to the Agreement between the City of Seattle and the Seattle Thunderbirds Hockey Club, Inc.; extending the term of said Agreement and increasing facility license fees.

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. As requested by the Seattle Center Director and recommended by the Mayor, said Director is hereby authorized to execute, for and on behalf of The City of Seattle, an amendment to the Agreement with the Seattle Thunderbirds Hockey Club, Inc. substantially in the form of agreement attached hereto and identified as "FIRST AMENDMENT OF AGREEMENT BETWEEN THE CITY OF SEATTLE AND SEATTLE THUNDERBIRDS HOCKEY CLUB, INC. REGARDING SEATTLE CENTER FACILITY USE" under which the term of said Agreement is extended for two additional years, under certain terms and conditions, including an increase in certain fees for the two additional years, all as specified in the attached Agreement, for purposes related to the presentation of ice hockey games.

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. ___________________________________ Mayor

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

Attachment

"FIRST AMENDMENT OF AGREEMENT BETWEEN THE CITY OF SEATTLE AND SEATTLE THUNDERBIRDS HOCKEY CLUB, INC. REGARDING SEATTLE CENTER FACILITY USE" 10/28/99 V #2 FIRST AMENDMENT OF AGREEMENT BETWEEN THE CITY OF SEATTLE AND SEATTLE THUNDERBIRDS HOCKEY CLUB, INC. REGARDING SEATTLE CENTER FACILITY USE

This first amendatory agreement is entered into by and between THE CITY OF SEATTLE (hereinafter referred to as "CITY"), a municipal corporation of the State of Washington, acting by and through its Seattle Center Department and the Director thereof (hereinafter referred to as "Department" and "Director", respectively), and SEATTLE THUNDERBIRDS HOCKEY CLUB, INC. (hereinafter referred to as "LICENSEE"), a for-profit corporation organized and existing under the laws of the State of Washington.

On or about October 1, 1997, pursuant to Ordinance 118733, CITY entered into an Agreement with LICENSEE regarding the use and occupancy of Seattle Center facilities in connection with the playing of ice hockey games (hereinafter referred to as the "Agreement");

The CITY and the LICENSEE desire to amend the terms of the Agreement to extend the term for two additional years, to increase the License Fees for the extended term, and to make other miscellaneous changes;

NOW THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties agree to amend the Agreement as follows:

I. AMENDMENT OF SECTION II: Section II of the Agreement is amended to read as follows:

TERM OF AGREEMENT; ONE-YEAR NOTICE REQUIREMENT; OPTION TO EXTEND

A. Term:

The Term of this Agreement shall commence July 1, 1997, and expire June 30, 2002, unless terminated earlier pursuant to the provisions hereof, or extended for one additional year as provided below.

B. One-year Notice Requirement if Either CITY or LICENSEE Does Not Intend to Continue a License Agreement.

If either party does not intend to continue a License Agreement between CITY and LICENSEE beyond June 30, 2002, said party is required to provide notice to the other party by June 30, 2001. If no such notice is provided, the parties shall commence to negotiate a License Agreement for the period beginning July 1, 2002 for such terms and conditions as are mutually agreed to and authorized by CITY and LICENSEE. If the parties do not reach agreement on such terms and conditions, this Agreement shall extend for one additional year, until June 30, 2003, under the existing terms and conditions, provided that for the period July 1, 2002 to June 30, 2003 the Minimum License Fee for thirty-six (36) regular season Home Games and the first two (2) play-off Home Games shall increase by the CPI in accordance with Section IX. C. of this Agreement, and further provided that LICENSEE has cured any breach that has occurred before June 30, 2002.

II. AMENDMENT OF SECTION III: Section III of the Agreement is amended to read as follows:

A. Selection of Pre& Regular Season KeyArena Use Dates:

1. Each year by February 15, the Director shall provide LICENSEE with a list of each potential date, the total number of such dates to be not less than Fifty-One (51), occurring between September 24th and the next succeeding March 31st on which a regular season Home Game could be presented in the KeyArena. At least one-third of these dates (not less than 17) shall be either a Friday or a Saturday, including Saturdays shared with the SuperSonics, and not less than eight of these Fridays and Saturdays shall fall during the months of January, February and March. The Director shall also provide LICENSEE with a calendar showing all potential game dates offered to the SuperSonics, and showing which other dates between September 24th and the next succeeding March 31 are either contractually committed or tentatively held for other events.

2. All dates during the WHL regular season offered to, but not used by, the SuperSonics as game dates shall become available to LICENSEE for scheduling of Home Games.

3. At the earliest possible date, and no later than seven (7) days after the official release of the SuperSonics schedule, LICENSEE shall provide written notice to the Director regarding each potential regular season Home Game date listed by the Director pursuant to Subsection III.A.1 hereof, or subsequently made available to LICENSEE, that has been selected by the WHL as a Home Game date.

4. Upon receipt of such notice, the Director shall confirm each such WHL-selected date by written endorsement notice to LICENSEE, and all dates not selected by the WHL for regular season Home Games shall become available for use by other parties.

B. Scheduling of Playoff and Championship Games in KeyArena:

From the date that Director confirms the regular season Home Game dates for the upcoming season pursuant to Subsection III.A.4 hereof, the Director shall hold dates in KeyArena for potential play-off Home Games for that season, as follows:

1. For dates between the end of the WHL regular season and the end of the NBA regular season, Director shall hold dates for potential playoff Home Games unless such dates are: (a) scheduled for a SuperSonics regular season home game, or (b) contractually committed, or tentatively held for another event, provided that:

* for the first three weekends (weekends here meaning Friday, Saturday, and Sunday) after the conclusion of the WHL regular season, Director shall hold the Friday and Saturday of each weekend for potential play-off Home Games, unless such dates are not available due to the scheduling of a SuperSonics regular season game or games; and if in any weekend the Friday and/or Saturday is not available, the Director shall hold the Sunday, unless such date is not available due to the scheduling of a SuperSonics regular season game.

* within any consecutive seven-day time period, no fewer than four (4) days will be made available for play-off Home Games, unless the SuperSonics are scheduled to play four (4) regular season games in one week.

2. For dates after the conclusion of the NBA regular season, LICENSEE shall have the first right, for the purpose of scheduling a play-off Home Game, for any play-off date being held for the SuperSonics and subsequently not used for a SuperSonics home play-off game. The Director shall make available to LICENSEE a copy of the official NBA playoff scheduling memorandum.

3. The Director shall schedule and reserve the KeyArena for a playoff Home Game and confirm such date by written endorsement notice to LICENSE if, and only if, the WHL schedules the Seattle Team for such a play-off Home Game and LICENSEE gives notice to Director of the dates of such play-off Home Games.

C. Scheduling Use of KeyArena for Other than a Home Game:

LICENSEE may request the Director to schedule and reserve use of the KeyArena each hockey season for one (1) Seattle Team-related event other than a Home Game (such as a season ticket holder's reception or other promotional event) to occur on a day between September 24, and the next succeeding March 31. No admission fee shall be charged for such an event without the prior approval of the Director. The Director shall schedule and reserve the KeyArena for such use and confirm such LICENSEE-selected day by written endorsement notice to LICENSEE if and only if:

1. The KeyArena is not being tentatively held, and has not been scheduled and reserved or contractually committed, for use on such day by a third party; and

2. CITY has not planned to use the KeyArena, itself, or to perform maintenance, repair or improvement work therein, and the Director is willing and able to reschedule such CITY use, maintenance, repair or improvement work to a different date; and

3. In the opinion of the Director, the KeyArena not only can be converted from the use configuration required by the immediately preceding user into the configuration and by the time desired by LICENSEE, but also can be reconverted from LICENSEE's desired configuration into the next succeeding user's desired configuration by such succeeding user's time deadline for such action.

III. AMENDMENT OF SUBSECTION IV.A.I.: Subsection IV.A.I. of the Agreement is amended to read as follows:

A. Premises Licensed for Use and Occupancy By LICENSEE:

CITY hereby grants to LICENSEE the right and license to use and to authorize others to use solely for and in connection with the presentation of a Home Game, or a Seattle Team-related event other than a Home Game pursuant to Subsection III.C, in the Seattle Center facilities and spaces specified in this Subsection IV.A and made available to LICENSEE for use in common with others under Subsection IV.C, hereof, in consideration of LICENSEE's providing of the compensation specified in Section IX, hereof, and compliance with all other applicable terms and conditions of this Agreement:

1. Full Time Use of KeyArena Dressing, Training, Office & Ticket Sales Facilities:

The Northeast Dressing, Training & Office Rooms as follows: Rooms E28A, E28B, E28C, E28E, E28F, E28G, E29A, E29B, E29C, E29D, E29E, E30B, Storage Closet E05C, Media Lounge Closets L14C, L14D and L14E, and the northernmost ticket sales booth and the office area immediately adjacent thereto (all as shown on attached Exhibit "B") at all times through the expiration or earlier termination of the Term of this Agreement; provided that if CITY were successful in securing any Olympic Committee events for KeyArena during LICENSEE's off-season, LICENSEE, upon reasonable notice from CITY, shall move out of certain exclusive spaces for the duration of the event, provided that the spaces to be vacated and the time period for said vacation of space shall be mutually agreed upon by LICENSEE and CITY, and CITY shall pay for LICENSEE'S actual costs for moving out and back in to said spaces;

IV. AMENDMENT OF SUBSECTION VII.E.: Subsection VII.E. of the Agreement is amended to read as follows:

E. Title Sponsor's Identification in KeyArena :

Notwithstanding anything to the contrary in this Section VII, the "title sponsor" for the KeyArena shall be entitled to display such title sponsor's own advertisement or display on the Zamboni, provided that the location of such advertisement or display is mutually agreed to by CITY and LICENSEE, and to use approximately ten (10) square feet of display space in the center of the ice floor for such title sponsor's own advertisement or display without the payment by CITY or any other person or entity of any sum of money to LICENSEE, and CITY reserves for itself and SSI, the right to grant such title sponsor the right to such display opportunities.

V. AMENDMENT OF SUBSECTION IX.A.1: Subsection IX.A.1. of the Agreement is amended to read as follows:

A. Compensation to be Provided :

In consideration of the Premises license as granted in Section IV, hereof, and CITY's providing to LICENSEE various services as described herein, LICENSEE shall remit to CITY, without deduction or offset of any kind or nature whatsoever, the following:

1. License Fee for Facility Use:

a. For thirty-six (36) regular season Home Games and the first two (2) play-off Home Games:

Ten Percent (10%) of the first One Million Dollars ($1,000,000), after City Admissions Tax is deducted, of Gross Ticket Revenue;

Fifteen Percent (15%) of Gross Ticket Revenue in excess of One Million Dollars ($1,000,000), after City Admissions Tax is deducted;

Provided that the minimum License Fee for Facility Use for thirty-six (36) regular season Home Games and the first (2) play-off Home Games in any season shall be Two Hundred Seventy-Five Thousand Dollars ($275,000), provided that beginning with the 2000-2001 season, the minimum License Fee shall be Two Hundred and Ninety Thousand Dollars ($290,000).

b. For each play-off Home Game after the first two (2) and for each pre-season Home Game:

a fixed per-game License Fee of Twelve Thousand Dollars ($12,000.00), increasing to Thirteen Thousand Dollars ($13,000.00) beginning with the 2000-2001 season.

c. For a non-Home-Game KeyArena use pursuant to Subsection III.C hereof, a License Fee equal to the aggregate actual costs incurred by CITY for facilitating and permitting the same to occur, as reasonably determined by the Director.

d. If the number of regular season Home Games changes to something other than thirty-six (36) during the term of this Agreement, CITY and LICENSEE shall negotiate terms and conditions to reflect such a change in the number of regular season Home Games.

e. If the occasion arises for a Seattle Team Home Game to be held in the Mercer Arena during the term of this Agreement, CITY and LICENSEE shall negotiate terms and conditions for the playing of any such Home Game(s) in the Mercer Arena.

VI. AMENDMENT OF SUBSECTION IX.B.1. AND IX.B.2.: Subsections IX.B.1. and IX.B.2. of the Agreement are amended to read as follows:

1. Minimum License Fee -For each season during the term of this Agreement, the minimum License Fee for Facility Use shall be paid in four (4) equal installments due on or before the following dates:

Installment 1 -November 15 for the season beginning in that year

Installment 2 -December 30 for the season beginning in that year

Installment 3 -February 15 for the season ending in that year

Installment 4 -March 30 for the season ending in that year.

2. Percentage of Gross Ticket Revenue Above Minimum License Fee -Additional License Fee for Facility Use above the Minimum License Fee, pursuant to Subsection IX.A.1, shall be due on or before the fifteenth (15th) day of the month for the preceding month.

VII. ADDITION OF NEW SUBSECTION IX.C.: There is added to Section IX a new Subsection IX.C.:

C. CPI Increase for License Fee:

If this Agreement is extended pursuant to Section II, the minimum License Fee pursuant to Subsection IX.A.1. shall be increased effective July 1, 2002 for the extended term of the Agreement as follows: the minimum License Fee shall be increased by the percentage increase (if any) in the Consumer Price Index for All Urban Consumers ("CPI-U" / 1982-84 = 100) Seattle-Tacoma-Bremerton, WA Area, as published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor, that occurred during the immediately preceding calendar year; provided , that in the event of a change in the index base of (1982-84 = 100) or other modification of such index, the City shall apply whatever conversion factors are necessary to establish an adjusted CPI-U that produces the percentage increase in the CPI-U for each such annual period that would have been produced had no change been made in such index by its publisher; and in the event such index is discontinued, the Director shall select and use for such license fee adjustment purpose a similar index that reflects consumer price changes.

VIII. RENUMBERING OF SUBSECTION IX.C.: Subsection IX.C. is renumbered to Subsection IX.D.

IX. AMENDMENT OF SECTION XXIV: Section XXIV of the Agreement is amended to read as follows:

Any notice or communication to be given by one party to the other under this Agreement must be in writing. Such notices or communications shall be delivered or sent to the following respective addresses or to such other addresses as the parties, from time to time, may specify in writing:

If to CITY: Seattle Center Director Seattle Center Department The City of Seattle 305 Harrison Street Seattle, WA 98109

If to LICENSEE: Russ Farwell, General Manager SEATTLE THUNDERBIRDS HOCKEY CLUB, INC. 1813 130th Avenue NE, Suite 210 Bellevue, WA 98005

X. UNAMENDED PROVISIONS OF AGREEMENT REMAIN IN EFFECT: All provisions of the Agreement between the parties hereto shall remain in full force and effect except as specifically modified herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by having their authorized representatives affix their signatures in the spaces below:

SEATTLE THUNDERBIRDS THE CITY OF SEATTLE

HOCKEY CLUB, INC. By:_______________ By:________________ W. H. YUILL VIRGINIA ANDERSON Owner and President Seattle Center Director

By: RUSS FARWELL General Manager PROVINCE OF ) ss. (LICENSEE'S ACKNOWLEDGMENT)

On this_____day of_________, 1999, before me personally appeared W. H. Yuill, to me known to be the Owner and President of the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument for said corporation.

WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. ________________________________ (Signature) (Print or type name)

NOTARY PUBLIC in and for the _______________________, residing at _________. My appointment expires ________.

STATE OF WASHINGTON ss. (LICENSEE'S ACKNOWLEDGMENT) COUNTY OF KING On this ______ day of _________ , 1999, before me personally appeared Russ Farwell, to me known to be the General Manager of the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument for said corporation.

WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. ________________________________ (Signature (Print or type name)

NOTARY PUBLIC in and for the State of Washington, residing at_______ . My appointment expires ________.

STATE OF WASHINGTON ss: (CITY'S ACKNOWLEDGMENT) COUNTY OF KING

On this ______ day of __________ , 1999, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ____________ , to me known to be the Seattle Center Director, who executed the foregoing instrument, and acknowledge said instrument to be the free and voluntary act and deed of The City of Seattle, for the uses and purposes herein mentioned, and on oath stated that she is authorized to execute said instrument.

WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. ________________________________ (Signature) (Print or type name)

NOTARY PUBLIC in and for the State of Washington, residing at ______ . My appointment expires ______.

First Amendment to Thunderbirds Agreement October 28, 1999