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HomeMy WebLinkAboutCity Council Committees - Operations - 11/15/2011 (3) • KEN T WASH NOTON Operations Committee Agenda Councilmembers: Les Thomas * Elizabeth Albertson * Debbie Raplee, Chair November 15, 2011 4:30 p.m. ItennDescription Action Speaker Time Page 1. Approval of Minutes YES 1 Dated November 1, 2011 2. Approval of Vouchers dated YES Bob Nachlinger October 31, 2011 3. Thunderbirds First Amendment to YES Ben Wolters 5 Min. 5 License Agreement - Authorize 4. SMG Amendment to the Kent Event YES Ben Wolters 5 Min. 17 Center Sales, Marketing, and Operational Management Services Agreement — Authorize 5. Merchant Investments YES Bob Nachlinger 15 Min. 25 (Nizar Alimohamed) Appeal of Tom Brubaker Finance Director's Decision Unless otherwise noted, the Operations Committee meets at 4:30 p.m. on the I" and 3r' Tuesdays of each month. Council Chambers East, Kent City Hall, 220 4th Avenue South, Kent, 98032-5895. Dates and times are subject to change. For information please contact Nancy Clary at 253) 856-5705 or Pam Clark at (253) 856-5723. Any person requiring a disability accommodation should contact the City Clerk's Office at (253) 856-5725 in advance. For TDD relay service call the Washington Telecommunications Relay Service at 1-800-833-6388. This page intentionally left blank 1 OPERATIONS - MMrTTEE MINUTES November 1, 3011 C_cgicni M4ali Pre en..: :]armie Peary, Debbie Papiee, Chair-, Le,s "li (Absent) The meeting was called to order by D Rapiee at 4:3 a p.m. D. ttaplee noted that an Item 5, has been added to the Agenda, which is a comarment regarding the Governor's budget. 1, APPROVAL OF MINUTES DATED OCTOBER 4, 2011. J. Perry mewed to approve the Operations Committee minutes dated October 4, 201L f1. lt'apiee seconded the motion, which passed 3-0 (with concurrence from L. Thomas). n APPROVAL OF VOUCHERS DATED SEPTEMBER 30, 2011 AND OCTOBE'R 15, 2011. J. Perry moved to approve the voluchers dated September 30, 2012 and October 15, 301.1, D. Raplee seconded the motion, rnwhlc'h passed 3-0 (with concurrence from L. Thomas). 3. 2011 EXPENDITURES BY DEPARTMENT YTD Tl- R U SEPTEMVER 2011 WITH REVENUE SOURCES — INFO ONLY. Finance Director, Bob Nachlinger provided a list of sources of funding for varpraris departments as had been previowsly requesLed, Comrnrtte:e rneri had no qucsuQi— , 4.. SUMMARY FINANCIAL REPORT AS, OF AUGUST 31, 2011 (INFORMATION ONLY). Finance Directcr, Bob Nachlinger presented a brief overview of the September '30, 201.1 1-7 urnmary Financial Report. General Fund Surnmar Ba ed on infCrmaGion available through September, General F'uarud rZ=venuea er estimated to, end about s2,301.403 or 3.81'/6 under budget, vrhde expenditures are projected to end the year about 92:,5t34„103 or 4.91hs bedo�w the budge=t, This resurlts in a projee�:ted �end'ing f nd balance of S2,267,104 or 4.311/a of the experrdit:rre budget. Nachlinger rooted that sorare encouraging information is on pages 19 '& ZU of the packet, the Building Permit and Men Check Fetes charts. Building Permits seern to be tracking upward. Plan Check Pees are doing better than they had been, although still) not up to budget yet. (Recreation fees (c:hart on page :2:1 of packet) which had been down earlier in the year are: now headed to came in aid or above: budget. :i, Pelrry questioned why for last, cor.iplei of months Unity taxes have been way down. hdachlinger explained reason is that we finally got information from utrlity providers es to breakout between the city and the annexabon area; an additional arnouint went to the annexation area. "fhe decline is really over the entire year, clue to more fund.$ needed in the annexation area as opposed to the General Fund of the City. Basically an adjustment; so although dawn 'For 'these two months, should be back up for October. Page 47 compares actuail expenditures to first nine months to budget, if cornpare on budget to budget basis, our, revenues for the General Fund are up 4.020%. On Page 4.3 the total expenditure side is actually down 12.62,'%. Page 46, which shows years 2008, 2009, and 2010, the results through nine months were a negative fund balance in time General Fund. This year for the first time ever that number has not been in brackets alit year long. September is typic'ailhy our Icw paint until we get second half of taxes In Cctobe:r. 1. Perry questioned if this includes the adju�stntents, which Nachlingeer respori yes it does, 2 C-perations Coii Minutes November 1, 2011 Paige: .2 1 5, GOVERNORPS PROPOSED BUDGET - MAJO,R IMPACTS,, Chief Administrative Officer, John Hiodgsorr provided comrnittee mernbers with a handout Shownq a ,prelliminary budget Of the Governor's proposed reductions leading Lip to the specialsea5lon. This is a pr-c1,.-)osal that vvill be amended after the next state revenue forecasts come out pn two weeks. What was locked at through the 28 page d0CLment was i are the budgets and reductions proposed right now that affect the city of Kent.. The figures are laid out as what would be the impact for 2012 and 2013. The reason for that is right row the major proposed cuts don't take effect until either duly 2012 or May 2012, The first two are liquor profit sharing and liquor excise tax. For the last 70 years the cities and county have shared revenues from the state to liquor profits and liquor excise tax. For the city of li that Muir! de about 5600k next year. The major one 'is the reduction of the annexation sales tax credit that wDLId came back to the city. From May on, that would be almust $2 million. Looking at that from a half year perspec,lve plus 2 more rhori for arinexation, that would be $2.5 milillon for 2012, full year would no $4 million. Other undetermined costs right now are the State Crime Lab, city would assume cost of non-wolent crime lab services and the State Police Academy, city sNould assume 50% cost of training, (up from 25%)-, $3,000 to $6,000. This is a preliminary proposal from the Governor. The Assocrat:or of Washinction Cities has a letter going out to the Governor tomorrow that will be signed by as many Mayor's as possibie. 'rho letter states concern from cities about Hquor, tax and annexation, things cities depend on, The letter- also, requests a meeting with Governor through AWC. hope to have a draft of the letter, to Council later tonight, Will be calflng on council meml to help administration in preparation of the special session that begins November 28 to calif for assistance from our 6 legisiators and anyone else outside 47'1" and 33" districts. The Governor's Proposed Budget-Major Impacts handout is attached. The meeting was adjourned at 4t5O P.m. by D. Ral l arcy Clary, Ope rat ion�s`U rn rn i Upp-Secreta ry Cmernor's Propcsedl ludget - Nla�Dr Impacts Gnneral F-ind Arnexaticn Tctal Impart Fund jrnpact Irr pact ElImilute Hqjcr polls shzdnp, 321576 320;76 9 lm-mmtc fiq.icr excise lax Oaring 71;1/20-2 220,611 221EII Elkninate annexation sales tax credit 5 1/21012 iL99,925 -q998§25 AM 2012 Impac, 545,187 1,998,425 2,544,1.12 Ellmirmle liquor proMw sharq, 541152 649,152 FlhmirwL liqjcr Pxc,ise tax sharing LQ222 44L222 Eflirninate arnexaJon sa, es tax Z991518 :4998,383 Total 2C13 rnpac.1 ll'ufl year implict: 2,L,98,338 4.0,88,762 Undelen-rhrod r-npz;.c.t Stay 4:Mrne jb - CRV mumes unt of nw-dolent mono lob senimss Me l Academy - My asmams 50% of cost of tra4iin� up 4rcnn 25?',-� - �3,000 t-, $6,000 4 This page intentionally left blank 5 ECONOMIC & COMMUNITY DEVELOPMENT • Ben Wolters, Director KEN T Phone: 253-856-5703 WnSHINGTON Fax: 253-856-6454 Address: 220 - 4th Avenue S Kent, WA. 98032-5895 November 15, 2011 TO: Kent City Council Operations Committee FROM: Ben Wolters, Economic & Community Development Director SUBJECT: Thunderbirds First Amendment to License Agreement — Authorize MOTION Move to recommend Council authorize the Mayor to sign the First Amendment to the License Agreement between the City of Kent and Thunderbird Hockey Enterprise, LLC. SUMMARY: Summary: On March 15, 2011, the city of Kent sent a Letter of Intent ("LOI"), to the Seattle Thunderbirds supporting an amendment to the Lease Agreement between the City and the Seattle Thunderbirds that would revise the sale of suites and club seats at the ShowWare Center. The LOI contemplated the following basic changes with regard to the seasonal sale of suites and club seats: 1. The Seattle Thunderbirds would be the sole contractor for the sale of suite licenses for hockey games only and SMG, as the City's agent, would sell suites on an individual basis for all non-hockey events. 2. This Amendment would allow suite pricing at approximately $16,200 for a ten person suite, $19,440 for a twelve person suite, $22,680 for a fourteen person suite, and $25,920 for a sixteen person suite for all hockey games. 3. The Thunderbirds would receive a 15% commission on all "full-season" hockey game-only suite sales. After accounting for any commission due, the Seattle Thunderbirds would receive 60 percent and the City would receive 40% of the net proceeds of the sale of suites for hockey games. The thunderbirds would also advertise non-hockey events to its full database of customers for the purpose of selling suites to non-hockey events. The thunderbirds would also be required to make other reasonable efforts to sell suites to its customers for non-hockey events. If the Thunderbirds sell a suite for a non-hockey event, the Thunderbirds would receive a 15% commission. After accounting for Thunderbirds' commission, if any, the City would retain 100 percent of the net proceeds from the sale of suites for non-hockey events. 6 4. The Thunderbirds would be allowed to sell, on a single game basis, tickets to any suite which is not under contract for a Hockey Event at a price to be determined by the thunderbirds. The revenue from those sales would be included as Net Ticket Proceeds. 5. All of the "performance clauses" represented in the Exhibits at the end of the current License Agreement would be mutually adjusted to reflect the revised pricing structure of certain seats. (a) Club Seats would be reduced to $975.00 per seat on a Season Ticket basis. The City would receive the first $75.00 on each ticket sold on a Season Ticket basis, and the remaining $900 would be split with Thirty Percent (30% or $270) to the City, and Seventy Percent (70% or $630) to the Thunderbirds. This First Amendment (Amendment) to the License Agreement by and between the City of Kent and Thunderbird Hockey Enterprises, LLC (License Agreement), amends the original License Agreement executed on August 7, 2007. All other provisions of the original Agreement not inconsistent with this Amendment shall remain in full force and effect If you have any questions prior to the meeting, please call Ben Wolters at 856-5703. Exhibits: Agreement attached BUDGET IMPACT: Yes 7 FIRST AMENDMENT to the LICENSE AGREEMENT by and between THE CITY OF KENT and THUNDERBIRD HOCKEY ENTERPRISES, LLC RECITALS A. On March 15, 2011, the city of Kent sent a Letter of Intent ("LOI"), to the Seattle Thunderbirds supporting an amendment to the Lease Agreement between the City and the Seattle Thunderbirds that would revise the sale of suites and club seats at the ShowWare Center. The LOI contemplated the following basic changes with regard to the seasonal sale of suites and club seats: 1. The Seattle Thunderbirds would be the sole contractor for the sale of suite licenses for hockey games only and SMG, as the City's agent, would sell suites on an individual basis for all non-hockey events. 2. This Amendment would allow suite pricing at approximately $16,200 for a ten person suite, $19,440 for a twelve person suite, $22,680 for a fourteen person suite, and $25,920 for a sixteen person suite for all hockey games. 3. The Thunderbirds would receive a 15% commission on all "full-season" hockey game-only suite sales. After accounting for any commission due, the Seattle Thunderbirds would receive 60 percent and the City would receive 40% of the net proceeds of the sale of suites for hockey games. The thunderbirds would also advertise non-hockey events to its full database of customers for the purpose of selling suites to non-hockey events. The thunderbirds would also be required to make other reasonable efforts to sell suites to its customers for non-hockey events. If the Thunderbirds sell a suite for a non-hockey event, the Thunderbirds would receive a 15% commission. After accounting for Thunderbirds' commission, if any, the City would retain 100 percent of the net proceeds from the sale of suites for non-hockey events. 4. The Thunderbirds would be allowed to sell, on a single game basis, tickets to any suite which is not under contract for a Hockey Event at a price to be determined by the thunderbirds. The revenue from those sales would be included as Net Ticket Proceeds. First Amendment to City and Thunderbird Lease Agreement Page 1 of 9 8 5. All of the "performance clauses" represented in the Exhibits at the end of the current License Agreement would be mutually adjusted to reflect the revised pricing structure of certain seats. (a) Club Seats would be reduced to $975.00 per seat on a Season Ticket basis. The City would receive the first $75.00 on each ticket sold on a Season Ticket basis, and the remaining $900 would be split with Thirty Percent (30% or $270) to the City, and Seventy Percent (70% or $630) to the Thunderbirds. B. This First Amendment (Amendment) to the License Agreement by and between the City of Kent and Thunderbird Hockey Enterprises, LLC (License Agreement), amends the original License Agreement executed on August 7, 2007. All other provisions of the original Agreement not inconsistent with this Amendment shall remain in full force and effect. For valuable consideration and by mutual consent of the parties, the parties amend the License Agreement as follows: AMENDMENT 1. DELETE Section 4.1 of the Agreement, entitled "Term; Performance Standard," and REPLACE with the following: 4.1 Term: Performance Standards (a) The term of this Agreement shall be binding and effective as of the Effective Date and shall continue in full force and effect for a period of thirty (30 years from the Occupancy Date. (b) The City or Team may terminate this Agreement effective as of the end of the Operating Year during which notice of termination is given to the other Party if (i) for any three consecutive Operating Years, the #et labeledequals less than eaeh yeaF'S aiggeunt shewn en Exhibit 9 on the ee'UF19R , , General Admission Revenue, eF (00) feF aMy _... __ __.._____.. _ for Regular Season Games at the Arena equals less than the each year's amount shown on ,_._-age ef the "Glut Seat tt,....,_.._e T__get„ . ..gbeF_ listed :_ the _tt__hed _ed Exhibit D in the column labeled "General Admission Revenue Taraet."fer these three ' q Eqfhibit 0 weuly l -ce=oc ♦ o c0 oc -e-lated y 2 cni i,... _tl._.. (c) If for any two consecutive OperatlnQ years the Piet ^-----ds fFeigg RegUl-- `'-ct=General Admission Revenue for Regular Season Games at the Arena equals less than each year's amount shown on Exhibit D First Amendment to City and Thunderbird Lease Agreement Page 2 of 9 9 in the column labeled "General Admission Revenue Target," OF (ii) few any at RegbllaF Seasen GaFnes equals less than the "Glub Seat Attendanee TaFget" the City may, at its sole discretion,_ request that the WHL require the Team to produce a comprehensive business plan covering both business and hockey operations. If the WHL so requires such a plan, then upon receipt of the Team's business plan, the WHL and the City will jointly evaluate the plan and make recommendations regarding proposed actions by the Team to meet the performance standards. -If the Team agrees to the recommendations of the WHL/City, the Team will be granted two Operating Years, commencing in the Operating Year following the date of such recommendations, to achieve the performance standard set forth above, and the City may not terminate the Agreement at the end of the third low-attendance General Admission Revenue Operating Year as described in subsection (b), immediately above. However, if the General Admission Revenuep-1.d -"endan a (as defined above) for League Games at the Arena during those next two consecutive Operating Years (i.e., the third and fourth Operating Years with low attendance not meeting __Eh both the RegulaF Sea} and Glub Seat test the General Admission Revenue Target, the City may then terminate this Agreement effective upon the last date of the fourth Operating Year with low attendance. If the Team does not provide a detailed business plan or does not substantially follow the actions recommended by the WHL/City, the provisions of subsection (b), above, shall then become effective and the then-current Operating Year shall serve as the final year of the evaluation period (which period will comprise a total of three Operating Years—the two consecutive Operating Years referenced at the beginning of this subsection plus the Operating Year referenced in this sentence). If the City does not reguest the WHL to reguire the (Team to produce a comprehensive business plan, then the provisions of subsection (b), above, shall teAeremain in effect. Seats at Regalar Sensen C=w __ at the A__na equals eF exeeeds ninety rM (ed) The Team will use its best efforts to obtain assurance by the WHL that if at any time during the term of this Agreement, the WHL determines that the Team is no longer a commercially viable operating member of the League and is unable to continue to operate, and as a result the Team forfeits or otherwise loses its franchise rights to the WHL, the WHL will offer the City the first option to purchase the franchise at fair market value or to find a buyer acceptable to the City and the WHL. First Amendment to City and Thunderbird Lease Agreement Page 3 of 9 10 ^d Piet Geneessien Sales as sh wn en Exhibit G ("TielEet'Geneessinna/club "Aetua' Revenue" en Exhibit G), equals a tetal euFnulative negative balanee business plan EeveFing both business and heElEey epeFatiens �A�H, joins the Gity h a plan, upon FeEeipt of the Teang's business in Z (ge) If the City terminates its license agreement with the Team without first availing itself of the procedure set forth above in Section 4.1.(c), the WHL will be under no obligation to maintain a WHL franchise in the Center. 2. DELETE Section 6.6 of the Agreement, entitled "Suites," in its entirety and REPLACE with the following: (a) The term, "Suite License" applies only to the sale of full-season hockey-only packages for one or more Suites. The term, "Individual Suite Sale" applies to all other Suite sales, whether for non-hockey events or individual hockey events. (b) On or before September 30 of each calendar year, the City and the Team will collaboratively develop the prices for Suite Licenses to be sold for the Operating Year that begins in the following calendar year. For the 2011-2012 Operating Year, tentatively agreed Suite License pricing is approximately as follows: $16,200 for a ten-person suite; $19,440 for a twelve-person suite; $22,680 for a fourteen-person suite; and, $25,920 for a sixteen-person suite. Except as provided below, the Team shall be responsible for the sale of all Suite Licenses. The Team shall serve as the initial contractor to be responsible for the sale of Suite Licenses, and shall receive a commission of fifteen percent (15%) of the revenues from the sale of Suite Licenses, plus, as described below, an amount equal to sixty percent (60%) of those revenues after the sales commission. The City shall retain the remaining forty (40%) of Suite License revenues after the sales commission. (c) Except as provided below, the City or the City's selected agent may market or sell all Individual Suite Sales for non-hockey events. The First Amendment to City and Thunderbird Lease Agreement Page 4 of 9 11 Team, however, will advertise non-hockey events to its full database of customers and make other reasonable efforts to sell individual suites for non- hockey events. If the Team completes an Individual Suite Sale for a non- hockey event, the Team will receive a 15% commission; otherwise the City will retain all Individual Suite Sale proceeds. (d) The Team or the City may market and sell Individual Suite Sales for any hockey event, to the extent any Suite is not encumbered by a Suite License. Hockey event Individual Suite Sale revenues will be included as Net Ticket Proceeds. (e) Within 30 days after the end of each Operating Year commencing with the first full Operating Year, the Team and the City shall calculate the actual revenue received by the City in the previous Operating Year from revenue from the sale of Suite Licenses. So long as the Team is the contractor responsible for the sale of Suite Licenses, annual revenue allocations shall be subject to the following incentive and cancellation provisions. (i) The actual revenue received by the City in each Operating Year from revenue from the sale of Suite Licenses shall be inserted in the column "Actual Revenue" on Exhibit E (or on another substantially similar record maintained by the City and the Team). The City's Actual Revenue amount over or under the amount shown for that Operating Year under the column "Suite Revenue" shall constitute the "Net Difference" between the City's actual revenue and the agreed projected City revenue. (ii) For each $5.00 increment of the Net Difference over the "Suite Revenue," the City shall immediately remit to the Team (or the Team may retain) $1.00 of the Net Difference (i.e. $1.00 of the $5.00). (For example, if the City's Actual Revenue from the sale of Suite Licenses in 2008/09 were $412,000, the Net Difference would be $20,000, and the Team would receive (or retain) $4,000 of that amount). (iii) For each $5.00 increment of the Net Difference under the "Suite Revenue," the Team shall immediately remit to the City $1.00 of the Net Difference (i.e., $1.00 of the $5.00). (For example, if the City's Actual Revenue in 2008/09 were $372,000, the Net Difference would be ($20,000), and the Team would pay the City $4,000). (iv) If in any series of Operating Years in which the Team has responsibility for the sale of Suite Licenses, the Net Difference between the City's Suite Revenue and the City's Actual Revenue accumulates a negative balance of at least $300,000, the City may at its sole option and as its sole remedy assume responsibility for the sale of Center Advertising. (For example, if the City's Actual Revenue from the sale of Suite Licenses were $250,000 in each year starting in the 2008/09 Operating Year, the First Amendment to City and Thunderbird Lease Agreement Page 5 of 9 12 cumulative negative balance by the end of the 2010/11 Operating Year would be $426,000, an amount greater than $300,000.) Notwithstanding any of the foregoing, if during any Operating Year the Team determines that the Center Manager is, in the Team's view, failing to provide Non-Hockey Events of sufficient quality to make the purchase of Suite Licenses attractive to current and prospective Suite Holders, the Team may deliver a notice to the City that the Team objects to the Center Manager's performance in that regard. Following such notice, if the Team determines that during the next Operating Year the Center Manager's performance with respect to booking quality Non-Hockey Events has not improved, the Team may in its sole discretion opt out of the Team's responsibilities for (and commissions from) the sale of Suite Licenses. (f) If the City assumes responsibility for the sale of Suite Licenses, the City's process for selecting any Suite License sales contracting for such sales will provide the Team with the opportunity to participate in the review of and to comment on the acceptability of the selection of the contractor and the terms of the City's contract with that entity. If the Team so participates, the process shall provide the Team with the opportunity to collaboratively work with the City to narrow the pool of proposals to a maximum of three finalists. From the final proposals, the City shall, after consultation with the Team, make the decision as to the selected proposal. Further, if the City assumes responsibility for the sale of Suite Licenses, then with respect to each Suite License sold, the City shall pay the Team an amount equal to the top posted general admission ticket price (excluding Club Seat prices) times the number of seats in such Suite times the number of League Games held in the Arena. (g) Suite Licenses shall permit their holders to view all League Games without additional charge and to use the lounge, VIP entrance, Suite level restrooms and Premium Reserve Parking allocated to the Suites. Suite Licenses shall not permit their holders to attend events that are not open to the general public, and/or events for which admission is not charged. (h) For any Hockey Event where a Suite is not subject to a Suite License or an Individual Suite Sale, the Team may offer tickets for Box Seats in that Suite to the general public on a per-seat basis at a price to be established by the Team, but that price shall not be less than One Hundred Fifty Percent (150%) of the price per Regular Season Game at which Box Seats are offered or a price mutually agreed upon by the City and the Team. The proceeds from the sale of such Box Tickets shall be included in Net Ticket Proceeds and not under this Section. (i) The City shall reserve a Suite for its use at any and all times, and at no charge to the City. The City may make the Suite available to governmental, nonprofit, and school persons or entities, and may determine whether or not to charge for that use. The City shall, by providing notice to First Amendment to City and Thunderbird Lease Agreement Page 6 of 9 13 the Team on or before August 1 of each year, have the right to make its Suite available for sale for an entire Season; in that event, the Team shall have the option of selling that Suite for that Season to a single person or entity, or to sell Box Seats in that Suite on a per-seat basis, and all receipts for the seasonal sale of that Suite or those Box Seats shall be shared with the Team as Net Ticket Proceeds. 3. DELETE Section 6.7 of the Agreement entitled, "Club Seats" in its entirety and REPLACE with the following: (a) The Team shall have the right to sell Club Seats for Hockey Events. A purchaser of a Club Seat will be a season ticket holder for Hockey Events, and that purchaser will have the privilege of using the Suite level lounge, VIP entrance, Suite level restrooms, Premium Reserved Parking, and such other privileges upon which the Team and the City agree. (b) The City shall have the right to determine the price of and sell (or to contract for the price determination and sale of) Club Seats for Non-Hockey events, and the City shall retain or control the distribution of all revenues with respect thereto. The price per each Hockey Event Season Ticket Club Seat for the 2011-2012 season will be $975.00, unless the Team and the City agree otherwise. The City shall also have the right to make Club Seats available for Center uses that do not constitute either Hockey Events or Non-Hockey Events (e.g. governmental or community meetings or events at which admission is not charged). However, holders of Club Seats for Hockey Events shall be provided with the privilege of buying seats for Non-Hockey Events at the price of those seats to the general public, and those Club Seat holders will have the opportunity to purchase those seats for such Non-Hockey Events in advance of tickets going on sale to the general public, so long as such advanced sale can be reasonable accomplished given the nature and scheduling of the event. However, this does not provide Club Seat holders with an opportunity to purchase tickets in Club Seats at events that are not open to the general public, or to attend events for which admission is not charged. (c) All revenues realized from the sale of Club Seat tickets and licenses therefor shall be allocated between City and Team as follows: the first seventy-five dollars ($75.00) of revenue from the sale of a Club Seat Season ticket shall be paid to the City, and the balance of revenue from the sale of Club Seats shall be allocated thirty percent (30%) to the City and seventy percent (70%) to the Team. (d) The Team shall bear the costs of sales of Club Seats and shall not be entitled to a commission on any Club Seats sold. 4. DELETE__Exhibit C to the License Agreement_ ___ REP w^E _to to First Amendment to City and Thunderbird Lease Agreement Page 7 of 9 14 5. DELETE Exhibit D to the License Agreement and REPLACE with the new Exhibit D attached to this Amendment. All acts consistent with the authority of the Agreement, previous Amendments (if any), and this Amendment, prior to the effective date of this Amendment, are hereby ratified and affirmed, and the terms of the Agreement, previous Amendments (if any), and this Amendment shall be deemed to have applied. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. IN WITNESS, by executing this Amendment, the parties below accept all requirements of this Amendment, which will take effect on the last date entered below. THUNDERBIRD HOCKEY ENTERPRISES, CITY OF KENT: LLC: By: By: (signature) (signature) Print Name: Print Name: Its Its (title) (title) DATE: DATE: APPROVED AS TO FORM: (applicable if Mayor's signature required) Kent Law Department P:\Civil\Flies\Open Files\1560-Showare\Thunderbirds-FlrsWmendment.docx First Amendment to City and Thunderbird Lease Agreement Page 8 of 9 15 �� KENT EXHIBIT C Deleted by First Amendment to License Aareement ETC the .... fell .._(.) _. _..._ . .'. __..._.._, the fell_.....' _. the standaMs ._. the .. et neyembies fFeigg the RegtrlafSeasen -vin;,2sefthe Teang fFeigg Piet Tieket PFeeeeds, Piet __..____._.. Sales, T,and ^}_.__ ... ___.. _p_.//_��_.��. _. _ . ��'.� feel TT^}....,,LIg. __..._../�_,,P�_�...,_� __ _.._ _._/ . *eaf R-ev-ef't a R-ev-ef't a Seats Revenue Revenue a+afee 2n� %0 3G�4Q 21� 4C�4o ']�T 7�7 21ZT�e OIL 2n�'] 'l�5 Z3� 21� 874,745 3 ']�3 383,455 21�y OOO�O8 2n� 270,768 219,500 Z374,197 864,465 S 277,683 3O�3 2'f�y OO�Oy 2n� '14� z3n�9 77�c nn�o 7 29ZTr691 n n�cv 2�no n 1�T 2n� 2n�= 41TSn03 77� nn�5 2 n� Z3 1�T A�Q '1'l�o n�= 2929i2l 3�3 nnn 2�no 1 eee'33e 2 n�2 3'1�3 A C�GQ '1� 1 n�9 2 n� 3�T n c�5 2�0 1 n�z 4 346,661 n�5 2�no 1 n�6 2n� Z3�9 nn�5 2�0 1 n4�T 2925i26 'JG�' Cn�GQ 'f'J� 1 les'O11 2n� Z3�6 51�4Q y 1,132,914 2927i28 7OAT C'f� 2A�y 1 1�6 2n� 3n�= Ci1�= y 1 11T�ZT AAn�T 5C�5 2A�y 1 2n1Z'2L9 2n� 412,092 r 092 g 2no, vv nnn 1,230,000 z3ncvnnn r � w 2931i3 ` A']�GO CO�i '1A�y 1,254,388 2n� A�5 Cn�4Q 'lC� 1,285,4 13 A A AFL G 1�3 2 C�y 1 'J�5 2n� AC�G6 G'l�9 2C� 1�5 6 AAGAL GA�GQ 2C� 1,369,988 2n� AST GC�z3 'lC� 1 ,397,380 v AAO�5 GAT 2C� 1,426,186 Exhibit D to Amendment between the City and Thunderbird Hockey Enterprises, LLC 16 Exhibit D Minimum Regular Seat Revenues Under the terms of Section 4.1 (c) of this Agreement, the following are the standards for general admission paid attendance revenue in each operating year of the Agreement. Average General General General Admission Admission Admission Attendance Revenue Year Ticket Price Target Target 2008/09 $ 13.50 114,156 $ 1,541,106 2009/10 13.50 114,156 1,541,106 2010/11 13.50 114,156 1,541,106 2011/12 13.50 124,200 1,676,700 2012/13 13.77 124,200 1,710,234 2 013/14 14.05 124,200 1,744,439 2014/15 14.33 124,200 1,779,327 2015/16 14.61 124,200 1,814,914 2016/17 14.91 124,200 1,851,212 2017/18 15.20 124,200 1,888,237 2018/19 15.51 124,200 1,926,001 2019/20 15.82 124,200 1,964,521 2020/21 16.13 124,200 2,003,812 2021/22 16.46 124,200 2,043,888 2022/23 16.79 124,200 2,084,766 2023/24 17.12 124,200 2,126,461 2024/25 17.46 124,200 2,168,990 2025/26 17.81 124,200 2,212,370 2026/27 18.17 124,200 2,256,617 2027/28 18.53 124,200 2,301,750 2028/29 18.90 124,200 2,347,785 2029/30 19.28 124,200 2,394,740 2030/31 19.67 124,200 2,442,635 2031/32 20.06 124,200 2,491,488 2032/33 20.46 124,200 2,541,318 2033/34 20.87 124,200 2,592,144 2034/35 21.29 124,200 2,643,987 2035/36 21.71 124,200 2,696,867 2036/37 22.15 124,200 2,750,804 2037/38 22.59 124,200 2,805,820 17 ECONOMIC & COMMUNITY DEVELOPMENT • Ben Wolters, Director KEN T Phone: 253-856-5703 WnSHINGTON Fax: 253-856-6454 Address: 220 - 4th Avenue S Kent, WA. 98032-5895 November 15, 2011 TO: Kent City Council Operations Committee FROM: Ben Wolters, Economic & Community Development Director SUBJECT: SMG Amendment to the Kent Event Center Sales, Marketing, and Operational Management Services Agreement - Authorize MOTION: Move to recommend approval of the Amendment to the Kent Events Center Sales, Marketing, and Operational Management Services Agreement. SUMMARY: The City and Contractor are parties to that certain Kent Events Center Sales, Marketing, and Operational Management Services Agreement dated as of May 23, 2008, whereby Contractor has been retained by the City to manage, operate and promote the Events Center on the terms provided therein, and that certain Kent Events Center - Personal Services Contract for Food and Beverage Services dated January 20, 2009 (the "Food and Beverage Agreement"). The Contractor has been retained by the City to provide food and beverage concessions and catering services at the Events Center on the terms provided therein. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement. Article III, Section B of the Agreement permits the City to extend the Agreement for an additional two-year term, the parties desire to enter into this Amendment, among other things, (i) to extend the Management Term for three (3) years on the terms provided in this Amendment, to combine the services provided by Contractor under the Agreement and the Food and Beverage Agreement with one compensation arrangement during such extended three year period, and to acknowledge that the Food and Beverage Agreement will terminate effective as of midnight on December 31, 2011. If you have any questions prior to the meeting, please call Ben Wolters at 856- 5703. Exhibits: Agreement attached BUDGET IMPACT: Yes 18 AMENDMENT TO KENT EVENTS CENTER SALES, MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT THIS AMENDMENT TO KENT EVENTS CENTER SALES, MARKETING, AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT (this "Amendment') is dated as of the day of November, 2011, by and between the CITY OF KENT, a Washington municipal corporation(the "City")and SMG, a Pennsylvania general partnership("Contractor"). BACKGROUND The City and Contractor are parties to (i) that certain Kent Events Center Sales, Marketing, and Operational Management Services Agreement dated as of May 23, 2008 (the "Agreement'), whereby Contractor has been retained by the City to manage, operate and promote the Events Center on the terms provided therein, and (ii) that certain Kent Events Center—Personal Services Contract for Food and Beverage Services dated January 20, 2009 (the "Food and Beverage Agreement"), whereby Contractor has been retained by the City to provide food and beverage concessions and catering services at the Events Center on the terms provided therein. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement. While Article 111, Section B of the Agreement permits the City to extend the Agreement for an additional two-year term, the parties desire to enter into this Amendment, among other things, (i)to extend the Management Term for three (3) years on the terms provided in this Amendment, (ii) to combine the services provided by Contractor under the Agreement and the Food and Beverage Agreement with one compensation arrangement during such extended three year period, and(iii) to acknowledge that the Food and Beverage Agreement will terminate effective as of midnight on December 31, 2011. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Amendments to Agreement. The following amendments shall be made to the Agreement: (a) Article B, Section F of the Agreement(Event Fund) is hereby deleted, as the Event Fund has been fully expended as of the date of this Amendment. (b) Article 111, Section B of the Agreement is hereby amended(i)by deleting the last sentence of such section and(ii)by replacing such sentence with the following: "Additionally, the Management Tern shall be extended for an additional three- year term, commencing on January 1, 2012 and ending at midnight on December 31, 2014 (the "Extended Term'), unless earlier terminated pursuant to the provisions of this Agreement. Unless otherwise expressly provided in the Agreement, references in the Agreement to the Management Term shall include the Extended Term." (c) In order to reflect the fact that the food and beverage and catering services provided by Contractor under the Food and Beverage Agreement will, effective as of the #1489059 v.4 19 commencement of the Extended Term, be provided pursuant to the Agreement, a new Article II, Section H is hereby added to the Agreement,which shall read in its entirety as follows: H. Food and Beverage and Catering Services. Effective as of the commencement of the Extended Term (January 1, 2012) and for the balance of the Extended Term (unless earlier terminated pursuant to the provisions of this Agreement), the Contractor shall exclusively provide food and beverage concessions and catering services at the Events Center pursuant to this Agreement, as further described in new Exhibit E attached to this Agreement (the "Food, Beverage and Catering Services"). In addition, at the end of the Extended Term, the performance of the Food, Beverage and Catering Services may be extended by the City for a period not to exceed two (2) months, if necessary in the sole judgment of the City to facilitate the process of securing competitive proposals on a replacement concessionaire for such services, at a mutually agreed upon compensation arrangement for the Contractor during such two month period. The City shall extend the Food, Beverage and Catering Services by providing the Contractor with written notice of the extension at least sixty (60) days before such expiration date (d) Article IV, Section A of the Agreement is hereby amended by adding a new Article IV, Section A.3 to the Agreement, which shall read in its entirety as follows: "3. As base compensation to Contractor for providing the services herein specified during the Extended Term (including the Food, Beverage and Catering Services), the City shall pay Contractor during the Extended Term, an annual fixed fee of $130,000, which amount shall be adjusted upward on the first day of each Fiscal Year during such term, commencing with the Fiscal Year that begins on January 1, 2013, by the change in the CPI as described in Article IV, Section A.2. The foregoing annual fixed compensation shall be payable in equal monthly installments due on or before the last day of each month during such Fiscal Year, and Contractor shall be entitled to draw such amounts for the account described in Article V, Section H. For avoidance of doubt, the base compensation described in Article IV, Section A.2 shall only apply to the Management Term through December 31,2011." (e) In order to address the new incentive fee arrangement for the Contractor during the Extended Term, Article IV, Section B is hereby amended by adding the following paragraph to the end of such section: Notwithstanding anything to the contrary contained in this Article IV, Section B, the Annual Incentive Fee that the Contractor may earn for the Fiscal Years during the Extended Term shall be as set forth below in this paragraph. The maximum Annual Incentive Fee in any such year shall be $10,000, which shall be split into four, equal parts of$2,500 each(unless the parties agree in any such year to modify such split). A condition to Contractor's earning each part of the Annual Incentive Fee in any such year shall be based upon the Events Center hosting a concert or show that earns a profit therefrom that covers the full amount 2 #1489059 v.4 20 of such part of the Annual Incentive Fee. The profit from such concert or show shall be calculated based upon the Operating Revenues and Operating Expenses therefrom as reflected in the event profit and loss statement prepared by Contractor following such concert or show. For illustrative purposes only, (i) if during such Fiscal Year the Events Center hosts six (6) concerts or shows, (ii) if there is no change in the one-fourth(1/4) split of the maximum Annual Incentive Fee, and (iii) if the Events Center (A) loses $1,000 on one of them, (B) breaks even on another one, (C) earns a profit of $2,000 on another, and (D) earns a profit in excess of $4,000 on the other 3 such concerts or shows, then the Contractor shall earn an Annual Incentive Fee of$7,500 (which is $2,500 x the 3 concerts/shows that earned a profit equal to or in excess of$2,500). At the end of any month in which such a concert or show occurs, the Contractor shall deliver an invoice to the City for any portion of the Annual Incentive Fee earned, along with a copy of the applicable event profit and loss statement(s), and the City shall pay such portion of the fee within thirty (30) days after receipt of such invoice. (f) Given the provisions of new Exhibit E relating to the Food, Beverage and Catering Services, Article XIII is hereby amended to apply only to the provisions of Contractor's management services under this Agreement. (g) In view of the inclusion of the Food, Beverage and Catering Services under this Agreement, effective as of the commencement of the Extended Term, each of the definitions of the Operating Expenses and Operating Revenues contained in, respectively, Article XIV, Sections A.5 and A.6 shall be amended, effective as of the commencement of the Extended Term, so that those definitions also include expenses and expenditures incurred, and revenues derived, in connection with the provision of the Food,Beverage and Catering Services (h) Similarly, in view of the inclusion of the Food, Beverage and Catering Services under this Agreement, effective as of the commencement of the Extended Term, the references in Article XV, Section C of this Agreement to "another management company" and to a "successor management company" following the termination or expiration of this Agreement shall, effective as of the commencement of the Extended Term, also include reference to "and/or a successor food and beverage concessionaire." (i) The notice information for Contractor set forth in Article IX shall be amended and restated to read as follows: H. Westley SMG 300 Conshohocken State Road, Suite 770 West Conshohocken,PA 19428 Phone: 610-729-7900 Fax: 610- - Email Address: WWestley@smgworld.com 2. Effect of Amendment. Except as amended in paragraph 1 hereof, the Agreement and all terms and conditions thereof shall remain unaltered and in full force and effect and are hereby ratified and confirmed in all respects, as hereinabove amended. Any reference in the Agreement or in any instrument, document or consideration executed or delivered pursuant to the Agreement to "this 3 #1489059 v.4 21 Agreement', "hereof', "hereto", and "hereunder" and similar references thereto shall be deemed and construed to be a reference to the Agreement, as amended by this Amendment. 3. Termination of the Food and Beverage Agreement. In view of this Amendment which adds new Article II, Section H to the Agreement, the parties agree that effective as of 11:59pm on December 31, 2011 the Food and Beverage Agreement shall terminate, except for any outstanding obligations of the parties thereunder which (i)have accrued thereunder up to the date of such termination, (ii) are not contained in new Exhibit E attached to the Agreement, and(iii) shall survive such termination. 4. Governing Law. This Amendment will be governed by and construed in accordance with the internal laws of the State of Washington, without giving effect to otherwise applicable principles of conflicts of law. 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute but one and the same agreement. 6. Power and Authoritv. Each party hereby represents and warrants to the other that each has full legal right, power and authority to enter into this Amendment and to perform its respective obligations hereunder. 4 #1489059 v.4 zz IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first above written. CONTRACTOR: SMG Approved as to Form By: By: Name: Name: Title: Title: CITY OF KENT Approved as to Form By: By: Name: Name: Title: Title: 5 #1489059 v.4 23 EXHIBIT E—FOOD, BEVERAGE AND CATERING SERVICES (to the Kent Events Center Sales,Marketing, And Operational Management Services Agreement) In furtherance of Article II, Section H of the Agreement, the following are the terms under which the Contractor will provide the Food,Beverage and Catering Services at the Events Center from and after the commencement of the Extended Term(January 1, 2012). 1. NATURE OF THE FOOD, BEVERAGE AND CATERING SERVICES The Contractor will be responsible for providing exclusive food and beverage concessions and catering services in the Events Center, consistent with the goals of the City, in coordination with the Seattle Thunderbirds Western Hockey League Team("Team")and pursuant to the terms and conditions established in the License Agreement entered into between the City and the Team ("License Agreement'), attached and incorporated as Exhibit"F." All contracts entered into by Contractor in connection with such work will be entered into in the Contractor's own name as an independent contractor(which the parties acknowledge is different than the way Contractor entered into such contracts pursuant to the Food and Beverage Agreement). All costs related to the performance of the Food,Beverage and Catering Services shall be an Operating Expense of the Event Center. The work of providing the Food,Beverage and Catering Services shall include the purchase, preparation, and serving of food, alcoholic and non-alcoholic beverages, and other related food items for the Events Center's events, and the management of such work shall include operation of concession stands,portable food services, suite catering and other food and beverage services as may be required by the Events Center as further contained in the REP documents described in Paragraph 2.A below. The Contractor shall provide all personnel, materials, tools, supplies, and transportation necessary, or fease4iRWR reasonably incidental,to providing the Food,Beverage and Catering Services for the Events Center's events and visitors,using the kitchen, concessions and portable equipment at the Events Center, all was further described in this Exhibit"E"and in the Agreement. 2. RELEVANT DOCUMENTS AND INTERPRETATION OF THEM (a) General. The performance of the Food, Beverage and Catering Services shall be performed in accordance with the following: (i) Applicable federal and state of Washington statutes and regulations and City laws, ordinances and regulations; (ii) This Agreement; (iii) This Exhibit"E"to this Agreement; (iv) The request for proposals (RFP) document and any Addenda to the REP issued by the City in connection with the Food and Beverage Agreement, which is attached hereto as Exhibit"G'; (v) The Contractor's proposal responding to such REP; 6 #1489059 v.4 24 (vi) Exhibit`T"to this Agreement(which contains the License Agreement); (vii) Exhibit`B"to this Agreement,which contains the Insurance and Bond Requirements governing work to be performed under this Agreement; and (viii) Any other provision,term, attachment, or material incorporated herein by referenced or otherwise incorporated. (b) Conflict In the event of conflict between the Agreement documents and applicable laws, codes, ordinances, or regulations relating to the performance of the Food,Beverage and Catering Services, the most stringent or legally-binding requirements shall govern and be considered a part of this Agreement to afford the City maximum benefits. (c) Order of Precedence. In the event of any inconsistency in this Agreement with respect to the performance of the Food,Beverage and Catering Services,unless Paragraph 2.13 above is applicable,the inconsistency shall be resolved by giving precedent to the documents described in, and in the order provided in,Paragraph 2.A above. 3. CONTRACTOR INVESTMENT The parties acknowledge that the Contractor provided$700,000(the "SMG Expenditure') pursuant to the Food and Beverage Agreement toward the acquisition of food and beverage equipment for use by the City during the term of such agreement and during the term of this Agreement The City and Contractor agreed that Contractor shall be repaid in cash by the City on a seven(7)year amortization schedule, with $100,000 (or such lesser amount if the last payment is less than $100,000)being paid by the City to Contractor on or before December 31 of each successive year until fully paid,beginning on or before December 31, 2009. The City and Contractor further acknowledge that(i)as of the date of the Amendment to this Agreement(November , 2011), $300,000 of such amount has been paid to Contractor, (ii) as of January 1, 2012(the commencement date of the Extended Term), the City will Pay an additional $100,000 on or before December 31s`for the calendar years 2012 and 2013 in accordance with Section 6 of the Food and Beverage Agreement, and(iii)unless there is a further extension of the Extended Term, the final payment due to Contractor hereunder on December 31, 2014 shall be $200,000, and at that time the SMG Expenditure will be repaid in full. A ffee., ent(T,T,.�,.�,.,.dmwn bee 20ir)S200,000 of such.., etmt has has been paid to n,.,.&aat�/�3 ^ojafma""� 1,, 20 (the aeffim ee ent date of the 144e. ded TeF ffl) :t:Teoipeated that .. additional $100,000 shall t,... o woo.. . aid b tho(�4 t,, r;Ofltfaet....:.. ..........a....ee with seetiofl 6 To......, the final........ efA due t,, r�,...tFaeter hereunder on Peee. ber 3 i 20 n shall be e nn nnn nr-a.o-ra.crrl"'�scco�aoro"xac.orv�r-noconroor , a� , In addition to any payments due to Contractor under this Agreement,the City agrees that if it terminates or does not renew this Agreement, at any time during the amortization period,the successor food and beverage concessionaire or the City will be responsible for the immediate (i.e., on the termination date or expiration date of this Agreement, as applicable)repayment of the Contractor's unamortized and/or unpaid portion of the SMG Expenditure. 7 #1489059 v.4 25 FINANCE DEPARTMENT 440 Robert Nachlinger, Finance Director Phone: 253-856-5260 N.147KEN T Fax: 253-856-6255 VVASAING-ON Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 November 15, 2011 To: Operations Committee From: Robert Nachlinger, Finance Director Regarding: Merchant Investments (Nizar Alimohamed) Appeal of Finance Director's Decision Recommend that the Operations Committee approve/modify/deny the Finance Director's October 14, 2011 decision per the Kent City Code 7.02.300 C.(5) regarding the water leak adjustment requested by Merchant Investment (Nizar Alimohamed). SUMMARY: Mr. Alimohamed has asked this committee to consider and earlier decision by Finance Director Nachlinger on a leak adjustment. See attached memorandum. BUDGET IMPACT: None P:\Civil\Motions-BlucSheets\Pppeal Finance Motion Op mtions.docx 1 26 CITY OF KENT LAW DEPARTMENT CIVIL DIVISION 220 41°Avenue South Kent, WA 98032 KEN T Fax: 253-856-6770 WN5",GTON PHONE: 253-856-5770 Memo To: Operations Committee From: Tom Brubaker, City Attorney Date: November 15, 2011 Re: Merchant Investments (Niar Alimohamed) Appeal of Finance Director's Decision Nizar Alimohamed of Merchant Investments, dba Global Venture, contacted the city's finance department requesting a leak adjustment on its water bill. Previously, Mr. Alimohamed discovered a leak in a portion of his irrigation system that was connected to the back of the structure on his property. In this case, it appears that a valve in the irrigation system malfunctioned, and over a 60 day period, this irrigation system discharged approximately 1,150,000 cubic feet of water. Because the leak occurred in a portion of his property that was not typically in plain view, Mr. Alimohamed explains that the leak did not become immediately apparent. A letter from Mr. Alimohamed explaining the problem is attached. The city denied the request because it did not meet the requirements of the Kent City Code for a leak adjustment, specifically the city code states: This rate adjustment is permitted on a one (1) time basis only and can be applied to one (1) billing period. To be eligible for this rate adjustment, the affected water system must be owned by or subject to the exclusive control of the customer and be located between the city's water meter and the owner's residence or structure. The bill sought for adjustment must exceed two (2) times the customer's highest usage in any single billing period during the twelve (12) months prior to the billing period sought for adjustment. Kent City Code section 7.02.300(C)(2) (emphasis added) (attached). Once the water is received by the residence or structure, it is the obligation of the owner to properly maintain the owner's system. The customer received the water from the city, and the water went into the customer's internal distribution system. Because this leak occurred in the landscaped area behind the structure and because the leak occurred at a point that was not "between the city's water meter and the owner's residence or structure," the Finance Director denied the claim. 27 The same city code section provides for an opportunity to seek reconsideration of the Finance Director's decision before the Operations Committee, even though it is undeniable that the property owner's leak did not occur between the meter and the structure, as required by code. In making your decision on reconsideration, you should rely on the documents in the record and on any new information that may be presented at the committee hearing. Legal counsel from the city attorney's office will be in attendance to provide the committee advice, if necessary. P:\Civil\Motions-Bl ueSheet\Appea l Memo.docx • Page 2