WHEREAS, the Seattle City Council on August 1 1994, by Resolution 28967, approved an Action Plan pledging the City's support in the development of the new Downtown Concert Hall; and

WHEREAS, the City Council has previously approved Ordinance 117520, authorizing the execution of a Memorandum of Understanding between The City of Seattle and the Seattle Symphony Orchestra regarding said Project; and

WHEREAS, the City Council has previously approved Ordinance 117855, authorizing the execution of Master, Design and Construction Agreements relating to the capital phase of said Project; and

WHEREAS, the City Council has previously approved Resolution 29263 declaring the name of the Downtown Concert Hall to be "Benaroya Hall"; and

WHEREAS, the City Council has previously approved Ordinance 118113, providing for the appropriation of funds to construct Benaroya Hall in recognition of the Seattle Symphony Orchestra's having satisfied the financial requirements specified in the Master Agreement; and

WHEREAS, the City Council wishes to clarify issues regarding the governance of and assignability of interests in Benaroya Hall; NOW, THEREFORE,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEATTLE, THE MAYOR CONCURRING

Section 1. The City Council confirms that, having duly considered various models of governance, a lessor/lessee relationship shall exist betwen the City and the Seattle Symphony Orchestra with respect to Benaroya Hall, under which the City is the Owner and the Symphony the Operater and Manager of said Hall.

Section 2. The City Council confirms that it has agreed, in principle, to the Symphony's creation of an independent non-profit corporation called BH Music Center, which will be responsible for the construction and operation of said Hall.

Section 3. The City's approval of the Symphony's assignment to BH Music Center of the Symphony's interests in and obligations under the Master, Design and Construction Agreements and the Symphony's future interests in any Lease Agreement, is contingent on the following:

(i) the Mayor shall be entitled to appoint a minimum of one full, regular, voting member of the Board of Directors of BH Music Center with the possibility of additional representatives should the Board substantially increase from its present size of five (5) members; so long as the Board of Directors is comprised of seven (7)

or fewer members: and in the event the number of members of such Board of Directors is increased, the Mayor shall be entitled to appoint an additional, similar member for every six (6) other members that are added to such Board; and

(ii) the first use of revenues generated by BH Music Center will be for the proper operation and maintenance of the Building and that a reserve fund will be created for major maintenance purposes; and All revenue generated through the operation of Benaroya Hall (including but not limited to the parking garage associated therewith, subleases and concessions) shall be expended on the operation of such facility. Any revenue not required for immediate maintenance or operation needs shal be deposited into a reserve fund for major maintenance purposes. (iii) the Manager of BH Music Center shall report to the Executive Director of the Symphony; and that The BH Music Center Board must concur in any decision to hire or terminate said Manager.

Section 5. Any act consistent with the authority and prior to the effective date of this Resolution is hereby ratified and confirmed.

ADOPTED by the City Council of The City of Seattle the __________ day of ________. 1996 and signed by me in authentication of its adoption this _____ day of ________, 1996

________________________

President of the City Council

THE MAYOR CONCURRING

_________________________ Norman. B. Rice, Mayor Filed by me this ____day of ______, 1996 _______________________ City Clerk