AN ORDINANCE relating to the Seattle Center Department; authorizing the Seattle Center Director to execute an agreement with the Seattle Center Foundation regarding the raising of private funds for Seattle Center Redevelopment Phase II.

WHEREAS, in 1991 the voters of the City of Seattle authorized a "Seattle Center and Community Center" levy lid lift under the provisions of RCW 84.55.010 to make capital improvements at Seattle Center, among other things; and

WHEREAS, the projects authorized by the voters have been completed; and

WHEREAS, the Seattle Center 2000 Master Plan, which was adopted in 1991, identifies several other important capital projects, including the redevelopment of the Opera House; and

WHEREAS, on November 2, 1999 the voters of the City of Seattle authorized renewal of the "Seattle Center and Community Center" levy lid lift under the provisions of RCW 84.55.010 to make, among other things, improvements to the Seattle Center Opera House, and to replace the Seattle Center Flag Pavilion with a new Festival Pavilion and open space, which improvements are part of what is called Seattle Center Redevelopment Phase II; and

WHEREAS, On June 28, 1999 the Seattle City Council approved Ordinance 119520 authorizing the sale of up to $9,000,000 of limited tax general obligation bonds for purposes of paying part of the cost of redevelopment of the Opera House into a Performance Hall; and

WHEREAS, the proposed budget for Seattle Center Redevelopment Phase II anticipates a shared funding between public and private sources; and

WHEREAS, the Seattle Center Foundation, a nonprofit corporation organized under the laws of the State of Washington, was created in 1977 to assist in the planning, development and management of projects and other activities at the Seattle Center by providing financial assistance for such projects and activities;

NOW THEREFORE,

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, an agreement with the Seattle Center Foundation substantially in the form of the agreement attached hereto and identified as "AGREEMENT BETWEEN THE CITY OF SEATTLE AND THE SEATTLE CENTER FOUNDATION" under which the Seattle Center Foundation commits to certain private fundraising goals for specified Seattle Center redevelopment projects included as part of Seattle Center Redevelopment Phase II.

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 _______________, 2000, and signed by me in open session in authentication of its passage this _____ day of _______________, 2000. ___________________________________ President of the City Council

Approved by me this _____ day of _______________, 2000. ___________________________________ Mayor

Filed by me this _____ day of _______________, 2000. ___________________________________ City Clerk

Attachments AGREEMENT BETWEEN THE CITY OF SEATTLE AND THE SEATTLE CENTER FOUNDATION Attachment A Project Cashflow Attachment B Performance Hall Budget Attachment C Seattle Center Foundation Investment Policies (upon adoption) Attachment D Seattle Center Naming Policies nd 4/10/00 V#1

AGREEMENT BETWEEN THE CITY OF SEATTLE AND THE SEATTLE CENTER FOUNDATION

THIS AGREEMENT is entered into this ____ day of _____________, 2000 ("Effective Date"), by and between the Seattle Center Foundation ("SCF") a Washington not-for-profit corporation, and the City of Seattle (the "City") acting by and through its Seattle Center Department ("Seattle Center Department") and the Director thereof.

WHEREAS, in 1991 the voters of the City of Seattle authorized a "Seattle Center and Community Center" levy lid lift under the provisions of RCW 84.55.010 to make capital improvements at Seattle Center, among other things; and

WHEREAS, the projects authorized by the voters have been completed; and

WHEREAS, the Seattle Center 2000 Master Plan, which was adopted in 1991, identifies several other important capital projects, including the redevelopment of the Opera House; and

WHEREAS, on November 2, 1999 the voters of the City of Seattle authorized renewal of the "Seattle Center and Community Center" levy lid lift under the provisions of RCW 84.55.010 to make, among other things, improvements to the Seattle Center Opera House, and to replace the Seattle Center Flag Pavilion with a new Festival Pavilion and open space, which improvements are part of an overall scheme of development known as the "Seattle Center Redevelopment Phase II"; and

WHEREAS, on June 28, 1999 the Seattle City Council approved Ordinance 119520 authorizing the sale of up to $9,000,000 of limited tax general obligation bonds if the renewal of the Seattle Center and Community Center lid lift was approved November 2, 1999 for purposes of paying part of the cost of redevelopment of the Opera House into a Performance Hall; and

WHEREAS, the proposed budget for Seattle Center Redevelopment Phase II anticipates a shared funding between public and private sources; and

WHEREAS, the SCF was created in 1977 to assist in the planning, development, and management of projects and other activities at the Seattle Center by providing financial assistance for such projects and activities; and

WHEREAS, THE Board of the SCF has approved the role of the SCF in taking the lead in obtaining private donations as proposed in this Agreement; and

WHEREAS, the SCF has thus far received a pledge of $10,000,000 from the Kreielsheimer Foundation for the purposes of making improvements to the Seattle Center Opera House;

NOW, THEREFORE, the City and the SCF hereby enter into this Agreement to set forth the terms and conditions under which the City and SCF shall cooperate to achieve the goals of Seattle Center Redevelopment Phase II including, but not limited to, renovation of the Opera House into a new Performance Hall; replacement of the Flag Pavilion with a new, below-grade Festival Pavilion building at the same location with adjacent open space improvements; and open space and pedestrian improvements along the Mercer Street corridor, also known as the "Theatre District Improvements." For purposes of this Agreement these separate and interrelated elements shall be called the "Project."

1. Definitions.

A. "Available Amounts" means the amount of funds from private donations to the SCF that are available and committed to the Project.

B. "City's Financial Representative" means the official designated by the City to determine and substantiate the validity of private financial pledges and related financial commitments.

C. "Confidential Information" means (i) the names of donors and the terms and conditions of donations given to SCF for the Project under this Agreement, and (ii) the financial books and records relating to SCF expenses and donations under Section 18 of this Agreement. "Confidential Information" shall not include information that becomes publicly available through no fault of the City or which the City is required to disclose pursuant to RCW 42.17.

D. "Performance Hall Project Executive Leadership Team ("PHELT") means the team of people overseeing development of the Performance Hall Project. The PHELT is comprised of the Seattle Center Director and Redevelopment Director; the Artistic Director of the Pacific Northwest Ballet and a Board Member Representative; the General Manager of the Seattle Opera and a Board Member Representative; the Executive Director of the Seattle Center Foundation and a Board Member of the Foundation.

E. "Project Cashflow" means the projected schedule of revenues and expenses of the Project, as last estimated by the parties, which is attached hereto, labeled "Attachment A-n" (with "n" being the sequential number of the latest revision, if any, thereof).

2. Term.

This Agreement shall commence on May 1, 2000, and shall terminate May 1, 2005, unless sooner terminated as provided herein. SCF, upon the mutual agreement of the parties, shall have the right to extend this Agreement for up to two additional three-year periods ("Extended Terms") upon the terms and conditions contained herein.

3. Description of Projects.

A. Performance Hall

The Performance Hall project incorporates a seismic upgrade of the Opera House within a comprehensive renovation of the building. Included are a new HVAC system, increased backstage and above stage spaces to meet modern production requirements, and a significant increase in restrooms. The Seattle Opera ("Opera") and the Pacific Northwest Ballet ("Ballet") will be the prime tenants of the renovated Performance Hall. The Performance Hall will also be used for festivals, school performances, concerts, and other community events. As part of this project, the Mercer Arena will be converted into a temporary performance venue for the Opera and Ballet while the Opera House is closed for construction.

B. Festival Pavilion

This project involves demolishing the existing 17,000 sq. ft. Flag Pavilion and replacing it with a 14,000 sq. ft. below-grade structure at the same location, creating an open space plaza at the roof level of the new Festival Pavilion. The adjacent hard surface Flag Plaza will be converted to green space. The Festival Pavilion will continue to be used for community cultural festivals, consumer and trade shows, and a variety of other community events.

C. Theatre District

The Theatre District consists of a series of open space and pedestrian improvements along Mercer Street at the northern edge of Seattle Center. The goals of these improvements are to increase open space, to develop a more pedestrian friendly environment along Mercer Street, to open up the campus to the surrounding neighborhood, and to celebrate the world-class performing arts groups along Mercer Street.

4. Responsibilities of the Parties.

A. Project Financing

The parties recognize that the funding for the Project is dependent upon the contribution of funds from private donations, the City, the State of Washington, King County, and interest earnings. The parties acknowledge that SCF will receive the funds it is committed to raise for the Project from third parties and that portions of the Project funding, from both public and private fund sources, are not yet secured and there is no guarantee that such funding will be secured.

B. SCF's Fundraising Commitment

1) Performance Hall Project

The SCF hereby commits to use its best efforts to fundraise and contribute to the City, for the purposes of design and construction of the Performance Hall, Fifty-five Million Dollars ($55,000,000) towards the $110,000,000 Performance Hall budget which is attached to this agreement and labeled "Attachment B", or such revised amount as may be agreed to by the parties in a revised Project Cashflow, according to the terms and schedules outlined in this Agreement.

2) Festival Pavilion Project

The SCF hereby commits to use its best efforts to fundraise and contribute to the City, for the purposes of design and construction of the Festival Pavilion, Two Million Seven Hundred and Fifty Thousand Dollars ($2,750,000), or such revised amount as may be agreed to by the parties in a revised Project Cashflow, according to the terms and schedules outlined in this Agreement.

3) Theatre District Project

In the event additional funds, designs, equipment or objects are donated to SCF for the Theatre District, (a) SCF may contribute those donated funds, equipment or objects to the City according to the terms and schedules outlined in this Agreement, or (b) the parties may agree to revise the Project Cashflow to include such additional donations.

5. Fundraising Costs.

A. Definition of Fundraising Costs

SCF will incur expenses in its efforts to raise private contributions for the Project. For purposes of this Agreement, these expenses shall include, but not be limited to, employee salaries and associated benefits, office space, services, materials, supplies, equipment, postage and other similar costs as determined by SCF ("Fundraising Costs"). Fundraising Costs shall not include any costs of financing private contributions to the Project.

B. SCF's Right to Use Private Funds for Fundraising Costs.

i) Except as provided in Subsection ii. below, SCF shall retain for fundraising costs from the private contributions:

a. for the Performance Hall -not more than Two Million Six Hundred Thousand Dollars ($2,600,000);

b. for the Festival Pavilion -not more than Two Hundred Thousand Dollars ($200,000);

c. for the Theatre District -not more than ten percent (10%) of said donations.

ii) In the event that donors make private contributions made to SCF designated for the Performance Hall and the Festival Pavilion that are in excess of Fifty Seven Million Seven Hundred and Fifty Thousand Dollars ($57,750,000), SCF shall retain from the private contributions in excess of $57,750,000 not more than ten percent (10%) of said donations for fundraising costs.

6. Gift Acceptance Policies

The following policies are those adopted by the Seattle Center Department and the City as part of their legal obligations and civic responsibilities. SCF voluntarily agrees to comply with such policies for its solicitation of donations for the Projects listed in Section 3 above.

A. Seattle Center is a family-oriented public resource and strives to maintain the highest level of civic responsibility to the public, its tenants and clients. As such, the City will not accept gifts that diminish the family-oriented nature of Seattle Center.

B. Gifts of property, artwork, in-kind materials or services, or other valuables other than cash, securities, stocks or bonds, shall be subject to the written approval of the PHELT prior to the City's decision to accept such gifts as part of the SCF obligations under Section 4.B., above. Such request for approval will be made by SCF to the Seattle Center Director and a response shall be provided by PHELT within sixty (60) days of the receipt of said request.

C. The City may accept gifts of equipment or materials or other Project elements when such gifts may be used as elements of or enhancements to the Project. For gifts that are considered elements of the Project, the SCF shall determine the value of the donation, and the Seattle Center Director shall determine the amount, if any, that shall be credited against the financial commitment of the SCF to the City, per Section 4.B. of the Agreement. Gifts that are project enhancements and therefore not incorporated in the current Project Cashflow shall not result in a reduction of the SCF financial commitment under Section 4.B.

7. Investment of Private Funds

A. Responsibility for Investment. SCF shall be responsible for the investment of private funds from the time said funds are contributed to SCF until the time they are used to pay Project expenses.

B. Establishment of Investment Policies. SCF shall develop, adopt, and operate under written "Investment Policies" which shall govern the investment of private funds received for the Project. Separate Investment Policies may be created for the Performance Hall, the Festival Pavilion and the Theatre District projects. The Investment Policies shall be developed by SCF volunteers with financial management expertise. Upon adoption, a copy of such investment policy or policies shall be included as "Attachment C" to this Agreement and incorporated herein.

C. Gifts Other Than Cash. Private contributions take many forms and may include, among other things, gifts of stocks, bonds, or securities. SCF shall determine, consistent with its Investment Policies, the most opportune time and method of conversion of such assets into cash, if it is in the best financial interest of the Project to make such conversion.

8. Interest Earnings

Interest earnings from private donations are included towards meeting SCF's financial contribution to the Project under Section 4.B., above.

9. City's Commitment of Funds to the Project.

A. Financial Commitment for the Performance Hall Project

1) In accordance with Ordinance 119522 which placed Proposition 1 on the ballot, the City has committed to fund from the voter-approved Proposition 1, a maximum of Twenty Nine Million Dollars ($29,000,000) for the purposes of design and construction of the Performance Hall, including the creation of a temporary performance venue in the Mercer Arena according to the terms and schedules outlined in this Agreement.

2) In accordance with Ordinance 119520, the City has committed to issue Limited Tax General Obligation Bonds in the maximum principal amount not to exceed Nine Million Dollars ($9,000,000) for the purposes of paying part of the costs of redeveloping the Seattle Center Opera House into a Performance Hall. The Project Cashflow assumes the amount of City-issued LTGO bonds is $8.4 million with the remainder of the City's contribution to the Performance Hall project being in the form of interest earnings on the proceeds of Proposition 1 and City-issued LTGO bonds. The City's contribution to the project from all sources shall be no less that $38 million.

B. Financial Commitment for the Festival Pavilion Project

1) In accordance with Ordinance 119522 which placed Proposition 1 on the ballot, the City has committed to fund from the voter-approved Proposition 1, a maximum of Seven Million Dollars ($7,000,000) for the purposes of design and construction of the Festival Pavilion, according to the terms and schedules outlined in this Agreement.

2) In accordance with Ordinance 119811, the City has appropriated Nine Hundred Thousand Dollars ($900,000) of existing capital funds originally designated for the Flag Pavilion to the Festival Pavilion project.

10. Determination of Private Resources Available to the Project.

SCF, the Seattle Center Director and the City's Financial Representative shall, from time to time, jointly review the private donations committed to the Project to evaluate the Available Amounts. The Available Amounts shall remain subject to any SCF claims, liens and liabilities.

The decision of the SCF at any time as to the Available Amounts shall be final; provided that the City's Financial Representative shall have the right to independently evaluate the sufficiency of any or all of the contributions comprising the Available Amounts to enable the City to determine whether to proceed with the construction phases of the Project. To determine the Available Amounts, the parties agree that SCF shall:

i. Deposit all private funds received by it for the Project into one or more separate account(s) established by a national bank or other financial institution ("the Bank(s)"). The City's Financial Representative may propose one or more Banks to the SCF, and the SCF agrees to not unreasonably withhold consent to using one or more of such proposed Banks. Funds in this/these account(s) shall be reserved and used solely for the Project;

ii. Deliver, or cause to be delivered, to the City, upon request, a written communication from the Bank(s) to the SCF, on Bank letterhead and signed by a Bank officer with authority to contractually bind the Bank(s), confirming the amount the Bank(s) has on deposit in the SCF Project account (the aggregate amount of which funds shall be specified in such Bank communication);

iii. Provide the City, upon request, with an itemized list of all non-cash contributions or commitments to the Project and the current value of each; and

iv. Provide the City, upon request, with a copy of any documents evidencing a binding commitment for loan(s) or lines(s) of credit provided to SCF for the Project.

11. Scheduled Release of Private Funds for Project.

Private funds for the Project shall be made available to the City as shown in the Project Cashflow, as most recently revised.

SCF shall remit to the City, by the first day of each quarter identified in the Project Cashflow, as most recently revised, the total amount whose funding source is identified as private funding for each of the identified projects. That portion of the private funding designated for Fundraising Costs as defined in Section 5 shall be retained by SCF. Remittance shall be made to:

Seattle Center Fiscal Services Attn: Fiscal Services Manager 305 Harrison Street

Seattle, WA 98109

12. Revisions in Project Cashflow and Allocation of Funding Responsibility.

A. Project Cashflow Revision Process

The parties recognize that the Project Cashflow is dynamic and subject to change as information, funding and design considerations are developed. No change to the total amount that SCF is responsible for contributing to the Project, or to the timing of those contributions shall be made without the mutual written approval of the Seattle Center Director, the City's Financial Representative and SCF. Changes to the Project Cashflow, which do not affect the amount that SCF is responsible for contributing to the Project or to the timing of those contributions, shall be made at the sole discretion of the City.

B. Revised Project Cashflow

Each Project Cashflow revision shall include and identify the total cost of the Project and the total amount each party is responsible for acquiring and contributing to the Project. Each revised Project Cashflow shall be dated and designated "Attachment A-n", with "n" being the sequential number of the latest revision, if any, thereof.

13. Donor Naming Opportunities.

A. Naming Opportunities

SCF may propose to name the new Performance Hall building, the Festival Pavilion or the Festival Pavilion plaza and may propose to name any of their various plazas, foyers, boxes, internal rooms, areas, and components and create a permanent structure for donor recognition as an incentive for the giving of private contributions to the SCF for the Project. The ultimate name or designation given to such building or plaza, or the various internal rooms, foyers, boxes, areas, and components and the form and location of any permanent structure created for donor recognition, shall be subject to approval by the Seattle Center Director. Approval shall be deemed given within ten (10) days after the Director's receipt of written notice from SCF of a proposed name, unless the Director objects within such period, in writing.

B. Naming Policy

All proposed names shall be consistent with the Seattle Center Naming Policy, attached to this Agreement and labeled as "Attachment D", which recognizes and honors the family orientation of Seattle Center. In recognition of the family orientation of Seattle Center, naming opportunities which diminish the family orientation of Seattle Center will not be approved.

C. Naming Limitations

SCF may propose additional naming opportunities beyond those listed in Section 13.A., above, but such naming opportunities shall be approved, in writing, by the Seattle Center Director, prior to the discussion or offering of such naming opportunity to any other party in the Project. Naming opportunities are made available only for the useful life of the building and will not be revised or reassigned if the buildings, lobbies, plazas and individual seats are discontinued or significantly remodeled. Names, once given, will not be changed or revised, even if the donor's name or a company or corporation name is changed or revised, except as authorized in policies promulgated by the Seattle Center Director.

14. Other Public Funding.

The Project Budget assumes public contributions of Five Million Dollars ($5,000,000) from King County and Twelve Million Dollars ($12,000,000) from the State of Washington. Some of these funds have not yet been committed by these entities. The City recognizes that responsibility for the acquisition of these funds is not the responsibility of SCF. To the extent practicable, SCF will assist the City in securing these funds. SCF will not be responsible for costs associated with the acquisition of funds from King County and the State of Washington except as mutually agreed to by the parties.

15. Reporting Requirements.

A. SCF Reporting to City

1) SCF Report on Private Donations. SCF shall report quarterly (according to the fiscal quarters set forth in the Project Cashflow), to the Seattle Center Director on the status of private donations to the Project. The reports shall be provided within thirty (30) days of the end of the quarter, and shall include, but not be limited to, the total amount and type of pledges made to each project, the estimated value of contributions which will be converted to cash, cash donations and interest earnings. Donors' names shall be omitted from any such reports.

2) SCF Report on Fundraising Costs. SCF shall report quarterly (according to the fiscal quarters set forth in the Project Cashflow), in a format acceptable to the Seattle Center Director, on expenses incurred by the SCF in the raising of private funds under this Agreement. Such reports shall be provided within thirty (30) days of the end of the quarter.

B. City Reporting to SCF

1) City Report on Public Funding. The Seattle Center shall report quarterly (according to the fiscal quarters set forth in the Project Cashflow), to SCF on the status of public funding for the Project. The report shall be provided within thirty (30) days of the end of the quarter, and shall include, but not be limited to the total amount and type of contributions made to the Project from each fund source.

2) City Report on Project Status. The Seattle Center shall report quarterly (according to the fiscal quarters set forth in the Project Cashflow), to SCF on the status of each project. The report be provided within thirty (30) days of the end of the quarter, and shall include, but not be limited to, the project budget, the expenditures to date for each project, the project balance remaining and the current schedule for each project.

16. Termination of Contract.

The parties hereby acknowledge that the giving of private funds to the Project is inextricably tied to the quality and design of the Project and that private contributions are being made contingent upon the use of the funds for these specific projects. In the event that SCF feels that the Project is significantly redefined from the scope and scale of Opera House improvements described in the November 1997 "Action Plan for Mercer Complex Redevelopment at Seattle Center" and the schematic design of the new Festival Pavilion to the extent that SCF finds it impracticable to continue to effectively solicit private donations for the Project, then if:

i. The City has not entered into a construction contract with a contractor for the Performance Hall Project, the Festival Pavilion Project or the Theatre District Project; and

ii. If the Seattle Center Director and the SCF Board of Trustees mutually agree that the Project has been significantly redefined to the extent that SCF finds it impracticable to continue to solicit private donations effectively, then this contract may be terminated by SCF, which termination shall be effective upon receipt by the Seattle Center Director of written notice thereof.

17. Dispute Resolution.

SCF and the City fully expect that they will form an effective team for decision-making that arises in the course of the Project. The parties share a commitment to undertake the Project decision-making by consensus to the maximum practicable extent. If, on issues related to the buildings and facilities of Seattle Center, consensus is not achievable, after a good faith and timely effort by both parties, then SCF acknowledges that the City, through the Seattle Center Director, bears ultimate responsibility for the City's public facilities at the Seattle Center and for the City's contracts with the Project architect and contractor. Accordingly, SCF recognizes that if a conflict related to such public facilities or contracts persists following good faith efforts to reach a consensus decision, the decision of the Seattle Center Director shall be final. If, on issues related to the business practices and policies of SCF, consensus is not achievable, after a good faith and timely effort by both parties, the matter shall be referred to a Dispute Resolution Committee comprised of (i) the Seattle Center Director, (ii) the SCF Chairman of the Board of Trustees, and (iii) an independent party who shall serve as a nonvoting member of the committee except in the case of deadlock (the "Independent Committee Member"). The Independent Committee Member shall be an individual qualified and experienced in fundraising matters that is unaffiliated with either the City or SCF, and shall be selected by mutual agreement of the SCF Chairman of the Board of Trustees and the Seattle Center Director.

A majority of the committee shall determine the matter in dispute within ten (10) days after the completion of the parties' presentations and argument regarding the issue. The Committee's decision shall not be binding upon the parties hereto, and either party shall have the right to seek resolution of the matter in dispute through other processes mutually agreed upon or available at law.

Notwithstanding the existence of any dispute between the parties hereto, the parties shall continue to carry out, without unreasonable delay, all of their respective responsibilities under this Agreement that are not affected by the dispute.

18. Books and Records; Audit.

A. SCF shall keep true, accurate, complete and auditable records and receipts relating to expenses of and private donations to the Project, which records shall be subject to approval as to form by the Director and shall be retained in King County, Washington, for at least thirtysix (36) months after the Project is completed.

B. SCF shall permit the Seattle Center Department from time to time during regular working hours, as the Director of Seattle Center deems necessary, to inspect and audit in King County, Washington and to verify the accuracy of the expenses paid in relation to the Project or donations made to the Project pursuant to this Agreement; provided, however, that such inspection and audit shall not unreasonably interfere with the daily work of the SCF. SCF shall supply the Seattle Center Department with, or shall permit the Seattle Center Department to make, copies of any such books and records or any portion thereof, upon the Seattle Center Department's request and at the Seattle Center Department's cost. Any such books and records, or any copies thereof, shall, at the discretion of SCF, have the donor names removed or omitted.

C. Seattle Center covenants and warrants that it will make a good faith effort to keep the information acquired from the examination of such books and records, including the names of donors and the terms and conditions of donations, confidential and that it will not disclose any of such information for any purpose during the term hereof or any time thereafter except with respect to the disclosure of information concerning the expenses paid or the donations made to the Project, and otherwise as may be required by law.

19. Confidentiality

The City agrees that at all times during the term of this Agreement, and in perpetuity thereafter, it will hold in strictest confidence, and will not use or disclose to any third party, any Confidential Information of SCF. If the City has any questions as to what comprises such Confidential Information, the City agrees to consult with SCF.

20. Indemnity.

The City agrees to defend, indemnify and hold harmless SCF and its affiliates, directors, officers, employees, agents and independent contractors from any and all damages, costs and expenses (including attorney's fees) incurred in connection with any and all claims arising directly or indirectly from the design and construction of the Project, and the City agrees to pay promptly for all costs, expenses, liens and judgments arising therefrom. In addition, the City agrees to defend, indemnify and hold harmless SCF and its affiliates, directors, officers, employees, agents and independent contractors from any and all damages, costs and expenses (including attorney's fees) incurred in connection with any and all claims arising directly or indirectly from any use of donated funds for a purpose other than the purpose originally set forth by the donor, provided that the SCF supplied correct information to the City regarding the donor's restrictions on use of the donated funds. SCF agrees to defend, indemnify and hold harmless the City and its affiliates, directors, officers, employees, agents and independent contractors from any and all damages, costs and expenses (including attorney's fees) incurred in connection with any and all claims arising directly or indirectly from any use of donated funds for a purpose other than the purpose originally set forth by the donor, provided that the SCF did not supply correct information to the City regarding the donor's restrictions on use of the donated funds.

21. Choice of Laws.

This Agreement shall be construed and controlled under the laws of the State of Washington. Both the City and SCF consent to jurisdiction and venue in King County Superior Court.

22. Headings.

The headings of articles and paragraphs are for convenience only and shall not modify rights and obligations created by the Agreement.

23. Invalidity.

In case a provision of the Agreements is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.

24. Binding Effect.

The Agreement shall be binding on successors and assigns of the City or SCF.

25. Assignment.

This Agreement, and any rights or obligations hereunder, shall not be assignable by either party by contract or by operation of law.

26. Notices.

Except as otherwise provided herein, any notice or communication to be given by one party to the other under this Agreement, must be in writing. Written notices or communications and remittances shall be (i) hand delivered; (ii) mailed, postage prepaid, by United States mail; or (iii) sent by express mail, to the following respective addresses or to such other addresses as the parties, from time to time, may specify in writing:

If to the City: Seattle Center Director 305 Harrison Street Seattle, WA 98109

If to the SCF: Chair, Board of Trustees Seattle Center Foundation Center House, 3rd Floor 305 Harrison Seattle, WA 98109

27. Amendments.

This Agreement may be amended only by a written document executed by both parties and which on the SCF's behalf has been expressly authorized by its Board of Directors.

IN WITNESS WHEREOF, the parties hereto have had their respective representatives execute this Agreement in the spaces provided below:

CITY SEATTLE CENTER FOUNDATION ___________________________ ____________________________ Signature Signature ___________________________ ____________________________ By By

STATE OF WASHINGTON ) )ss: COUNTY OF KING )

On this _____ day of ______________, 2000, before me personally appeared _____________________, to me known to be the ________________, of the Seattle Center Department of THE CITY OF SEATTLE, the City that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said City, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ___________________________ ________________________________ (Signature) (Printed or typed name of Notary Public)

Notary Public in and for the State of Washington, residing at _______________.

My commission expires _________________.

STATE OF WASHINGTON ) )ss: COUNTY OF KING )

On this _____ day of ______________, 2000, before me personally appeared _____________________, to me known to be the ________________, of the Seattle Center Foundation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Foundation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ___________________________ ________________________________ (Signature) (Printed or typed name of Notary Public)

Notary Public in and for the State of Washington, residing at _______________. My commission expires _________________.

City-SCF Agreement April 24, 2000 scf_7.doc

Attachment A Project Cashflow Seattle Center Redevelopment Phase II Attachment A-1 (rev. 12/17/99)

(In 000's) 2000 2000 2000 2000 2001 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

BEGINNING BALANCE 0 2 5,520 4,164 11,633 9,124 9,008 5,046 10,446 6,297 2,022 1,702 2,115 3,040 262 478 359 93 93 93 93 93 93 93 93

SOURCES Levy Proceeds 6,703 9,185 3,525 8,192 199 7,944

SeaCtr Other Public Funding CRF -Flag 900 State reimbursement 750 750 750 750 1,500 1,500 3,000 3,000 County reimbursement 2,500 1,250 1,250 Subtotal 900 0 0 0 0 0 750 750 750 750 4,000 1,500 1,250 0 3,000 3,000 1,250 0 0 0 0 0 0 0 0

SeaCtr Private Funding Performance Hall 300 200 200 200 200 200 200 200 3,600 5,200 10,200 10,200 10,100 8,000 2,000 4,000 0 Festival Pavilion 0 0 0 25 25 25 25 663 663 663 663 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subtotal 300 200 200 225 225 225 225 863 4,263 5,863 10,863 10,200 10,100 8,000 2,000 4,000 0 0 0 0 0 0 0 0 0

S/T Loan Proceeds 3,000 (1,500) 0 (1,500) 0

L/T Loan Proceeds 0 0 0 0 0 0 0 0 0 0 8,400 0 0 0 0 0

Funds Needed for L/T Debt Service 0 168 252 613 241 624 230 635

Total Funds Available 1,200 6,905 5,720 13,574 11,858 12,875 9,983 14,851 15,459 13,108 16,884 21,346 22,033 14,040 4,014 7,478 722 93 334 93 716 93 322 93 728

USES & FINANCING Inflation Index 1.0 1.0 1.0 1.0 1.03 1.03 1.03 1.03 1.06 1.06 1.06 1.06 1.09 1.09 1.09 1.09 Seattle Center Performance Hall / Temp. Venue (868) (1,065) (1,235) (1,600) (2,300) (3,495) (4,365) (2,025) (6,536) (8,400)(14,010)(18,655)(18,705) (13,776) (3,255) (7,110) 0 0 0 0 0 0 0 0 0 Fund Raising Costs (300) (200) (200) (225) (225) (225) (225) (225) (225) (225) (225) (200) (100) 0 0 0 Flag Pavillion (30) (120) (200) (175) (375) (275) (475) (2,225) (2,550) (2,550) (975) (400) (50) Operating Losses Subtotal for SeaCtr (1,198) (1,385) (1,635) (2,000) (2,900) (3,995) (5,065) (4,475) (9,311)(11,175)(15,210)(19,255)(18,855) (13,776) (3,255) (7,110) 0 0 0 0 0 0 0 0 0

Community Centers 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Subtotal SeaCtr/ComCtr (1,198) (1,385) (1,635) (2,000) (2,900) (3,995) (5,065) (4,475) (9,311)(11,175)(15,210)(19,255)(18,855) (13,776) (3,255) (7,110) 0 0 0 0 0 0 0 0 0

Short-Term Financing Debt Issue Costs 0 (45) Interest on S/T Loan 4.300% 0 0 0 0 (32) (16) (16) 0 0 0 0 0 0 0 0 S/T Loan Balance (3) 0 0 0 3,000 1,500 1,500 0 0 0 0 0 0 0 0

Long-Term Financing Debt Issue Costs 0 (168) 0 Interest 6.000% 0 (252) (252) (241) (241) (230) (230) Principal (361) (383) (405) L/T Loan Balance (3) 0 0 8,400 8,400 8,400 8,400 8,039 8,039 8,039 8,039 7,657 7,657 7,657 7,657 7,251 Period 1 1 1 2 2 3 3

TOTAL USES & FINANCING (1,198) (1,385) (1,635) (2,000) (2,900) (3,995) (5,065) (4,475) (9,311)(11,175)(15,210)(19,255)(19,023) (13,821) (3,539) (7,126) (629) 0 (241) 0 (624) 0 (230) 0 (635)

Net funds available 2 5,520 4,085 11,574 8,958 8,880 4,918 10,376 6,148 1,933 1,674 2,091 3,010 219 475 352 93 93 93 93 93 93 93 93 93

Interest Earnings 5.750% 0 0 79 59 166 129 128 71 149 88 28 24 30 43 3 7 0 0 0 0 0 0 0 0 0 Cumulative Interest Earnings 0 0 79 138 304 433 561 632 781 869 897 921 951 994 997 1,004 1,004 1,004 1,004 1,004 1,004 1,004 1,004 1,004 1,004

ENDING BALANCE 2 5,520 4,164 11,633 9,124 9,008 5,046 10,446 6,297 2,022 1,702 2,115 3,040 262 478 359 93 93 93 93 93 93 93 93 93

2006 2006 2006 2007 2007 2007 2007 2008 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Totals:

93 93 93 93 93 93 93 93 0

35,748

900 12,000 5,000 0 0 0 0 0 0 0 0 17,900

0 0 0 0 0 0 0 0 55,000 0 0 0 0 0 0 0 0 2,750 0 0 0 0 0 0 0 0 57,750

0

0 0 0 0 0 0 0 8,400 119,798

218 647 205 660 4,492 not funded from project (offset below)

0

93 310 93 740 93 297 93 753 124,290 119 funding available

0 0 0 0 0 0 0 0 (107,400) (2,800) (10,400) 0 0 0 0 0 0 0 0 0 (120,600) 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 (120,600) (120, project expenses

(45) 0 0 0 0 0 0 0 (65) financing costs

(120 total expenses

(168) (218) (218) (205) (205) (2,290) (430) (456) (2,034) not funded from project 7,251 7,251 7,251 6,821 6,821 6,821 6,821 6,366 4 4 5 5

0 (218) 0 (647) 0 (205) 0 (660) (125,202)

93 93 93 93 93 93 93 93 119 funding available (120 total expenses 0 0 0 0 0 0 0 0 1,004 total needed from interest earnings 1,004 1,004 1,004 1,004 1,004 1,004 1,004 1,004 interest earnings 93 93 93 93 93 93 93 93 balance

Attachment B Performance Hall Budget

BUDGET Shell $21,000,000 Basement Excavation and Foundatio $0 Vertical Structure $0 Floor and Roof Structure $0 Exterior Cladding $0 Roofing and Waterproofing $0 Interiors $16,000,000 Interior Partitions $0 Interior Finishes $0 Equipment & Vertical Transportation Function Equipment & Specialties $0 Vertical Transportation $0 Mechanical and Electrical $19,000,000 Plumbing Heating, Ventilation, Air Conditi $0 Electrical and Communications $0 Fire Protection $0 Site Construction $4,300,000 Site Preparation & Demolition $0 Site development $0 Site Utilities $0 Total $60,300,000 CONTR. GEN. COND. $2,704,304 CONTR. GEN. COND. CONT. $500,000 OVHD. & PROFIT $1,552,000 Maximum Allowable Construction Cos $65,056,304 CONTINGENCY $6,505,630 BOND Construction subtotal $71,561,934 TELECOM WIRING, EQUIPMENT $250,000 FURNITURE, FIXTURES, EQUIPMENT $1,225,000 STAGE EQUIPMENT $3,643,957 LIGHTING EQUIPMENT $546,080 SOUND SYSTEM $876,750 VIDEO CAMERA SYSTEM $273,750 KITCHEN EQUIPMENT HAZARDOUS WASTE ABATEMENT $229,389 Contingency on lines 32-34 $704,493 WSST (on lines 31-35) $6,820,776 Construction Total $86,132,129 HAZARDOUS MATERIAL SURVEY $10,000 SITE CIVIL SURVEY $10,000 GEOTECHNICAL INVESTIGATIONS $50,000 ENVIRONMENTAL REVIEW (Supp EIS ?) $0 TFM RELOCATION $350,000 RELOCATE VETERANS $0 PROFESSIONAL FEES $7,809,794 REPRODUCTION $250,000 PERMITS $731,300 PUBLIC WORKS FEES $100,000 TESTING AND INSPECTION $731,364 PUBLIC ART $550,000 GC PRECONSTRUCTION SERVICES $250,000 PROJECT MANAGEMENT $2,475,000 ADMINISTRATION $300,000 LEGAL $0 SEATTLE DESIGN COMMISSION $50,000 COMMISSIONING $175,000 NOISE CONTROL VERIFICATION $25,000 SEATTLE CITY LIGHT SERVICE CHARGES $350,000 UTILITY CHARGES $25,000 CLOSURE/RELOCATION/OPENING $6,650,000 FUND RAISING COSTS $2,600,000 SOFT COSTS CONTINGENCY $375,413 TOTAL PROJECT BUDGET $110,000,000

Attachment C Seattle Center Foundation Investment Policies Governing the Investment of Private Funds Received for Seattle Center Redevelopment Phase II

To be included upon adoption by the Board of Trustees of the Seattle Center Foundation. Attachment D

Attachment D

DEPARTMENT POLICY & PROCEDURE Subject: NAMING OF PUBLIC SPACES POLICY FOR SEATTLE CENTER REDEVELOPMENT PHASE II

Number: SC-P-042 Effective: May 1, 2000 Supersedes: Not Applicable

Approved:

1.0 PURPOSE

1.1 To provide departmental policies and procedures regarding the naming of public spaces at Seattle Center related to Seattle Center Redevelopment Phase II. The naming of public facilities and spaces at Seattle Center creates an opportunity to honor those people and organizations who contribute generously to the achievement of Seattle Center's vision:

"We are the nation's best gathering place. Supported by the people of Seattle, we are home to the finest cultural and educational organizations, sports teams, festivals, community programs and entertainment facilities. We exist to delight and inspire the human spirit in each person and bring us together as a rich and varied community."

The naming of a Seattle Center facility or public space has a permanency to it that must reflect both dignity and significance as well as honor the public ownership of Seattle Center and the donor and the community.

2.0 ORGANIZATION AFFECTED

2.1 The Seattle Center Department.

3.0 REFERENCE

3.1 Ordinance 94446 which establishes the responsibilities of the Seattle Center Director and Ordinance __________ authorizing the execution of an agreement with the Seattle Center Foundation regarding the raising of private funds for Seattle Center Redevelopment Phase II.

4.0 POLICY

4.1 Reasons for Naming Seattle Center's Public Spaces:

Seattle Center will name public spaces to:

A. Show appreciation to a private donor for a substantial philanthropic gift benefiting the Seattle Center;

B. Give prominent recognition for eminence in intellectual, artistic, civic and other endeavors associated with Seattle Center; or

C. Honor individuals whose personal and professional contributions have been important to Seattle Center as an institution.

4.2 Further Clarification for Determining if Naming of a Public Space is Appropriate:

4.2.1. Financial Guidelines:

4.2.1.1 Major private financial contributions which significantly enhance a public facility;

4.2.1.2 Private financial contributions over time which have added to the strength and vitality of Seattle Center;

4.2.1.3 Gifts which have the purpose of and the ability to stimulate other significant contributions.

4.2.2 Property:

4.2.2.1 Property donations which significantly enhance Seattle Center as a public facility.

4.2.3 Intellectual or Inspirational Contribution:

4.2.3.1 A naming for public space(s) may be recommended for an individual who has served the community for an extended period of time and who has earned local and national reputation for eminent achievement in his or her field of expertise.

4.3 Guidelines for Naming of Seattle Center Public Spaces:

The conferring of a naming opportunity will:

4.3.1. Recognize that Seattle Center is a valued public community asset; advance the reputation of Seattle Center as well as increase the understanding and public support for its programs; and be a source of pride for community and individuals honored.

4.3.2. Give preference to individual and foundation names over the names of for-profit corporations and businesses.

4.3.3. Recognize that some for-profit corporations and local businesses have long-standing community connections that currently support community-based organizations in a variety of manners. These corporations and businesses' names will have public space naming recognition preference over other for-profit corporations and businesses' names.

4.3.4. Consider the impact of the name on the public. The name should not confuse the public about the location or function of the designated facility or public space, but rather it should enhance a visitor's ability to identify, locate and use the facility or public space.

4.4 Limitations on the Naming of Public Spaces:

4.4.1. All proposed names shall recognize and honor the family orientation of Seattle Center. Naming opportunities associated with alcohol, tobacco, or firearms or which diminish the family orientation of Seattle Center will not be considered.

4.4.2. Naming opportunities are available only for the useful life of the facility or other public space. Names will not be revised or reassigned if the facility or space is discontinued or significantly remodeled. Names, once given, will not be changed or revised, even if the donor's name or a company or corporation name is changed or revised except as authorized in policies promulgated by the Seattle Center Director.

4.5 Public Spaces Considered for Naming Opportunities:

Names shall be considered for buildings, plazas, foyers, performance boxes, internal rooms, and special areas and components of facilities. Seattle Center may also create permanent structures for donor recognition as an incentive for the giving of private contributions. Additional naming opportunities may be considered or created, subject to the approval of the Seattle Center Director.

4.6. Name Selection:

The ultimate name or designation given to any public space shall be subject to the approval of the Seattle Center Director.

5.0 RESPONSIBILITY

5.1 It is the responsibility of the Seattle Center staff to follow this policy for naming of public spaces.

5.2 It is the responsibility of the Seattle Center Director, or the Director's designee, to administer this policy.

5.3 It shall be the responsibility of Seattle Center to work with the Seattle Center Foundation, and other relevant individuals or organizations, in developing fundraising opportunities and creating naming opportunities as an incentive for the giving of private contributions to the Seattle Center Foundation, or other relevant individuals or organizations, for the benefit of Seattle Center.

7.0 APPENDIX

7.1 Distribution List a copy of this Department Policy and Procedure Statement shall be distributed to Seattle Center Directors and the Seattle Center Foundation.

NAMING OF PUBLIC SPACES POLICY FOR SEATTLE CENTER REDEVELOPMENT PHASE II 5/1/00