Schwerin Campbell Barnard Iglitzin Levitt LLP ATTORNEYS AT LAW Of Counsel Lawrence Schwerin James D. Oswald DMITRI IGLITZIN igl 1' tzin@workerlaw. com Original via hand delivery September 27, 2018 (Re (?.26va L37 Melanie Pedroza Clerk of the King County Council =30? 7? Mg 516 Third Avenue, Room 1200 Seattle, WA 98104 Re: Petition for Referendum On An Ordinance authorizing a new funding agreement and amendment to the existing financing agreement with the Washington State Major League Baseball Stadium Public Facilities District Dear Ms. Pedroza: I am counsel for the Citizens Against Sports Stadium Subsidies a committee of King County citizens, and I write on the committee?s behalf. In accordance with King County Code 1.16.020, I am submitting with this letter ?ve printed copies of the referendum petition proposed by for approval by the of?ce of the clerk as to the form of the petition. Written correspondence regarding this petition can be made at the following post of?ce address: 18 West Mercer Street, Suite 400 Seattle, WA 98119-3971 Should you have any questions about this petition, please feel ?ee to contact me by phone at 206-257-6003 or by email at iglitzin@workerlaw.com. Thank you for your consideration. Very truly yours, Dmitri Iglitzin Counsel for 18 West Mercer St, Ste 400 (206) 285.2828 TEL Seattle, Washington 98119 (800) 238.423] TEL workerlaw.c0m (206) 378.4132 FAX Citric 041-12 DEW '2 . Cal Fm WARNING Every person who signs this petition with any other than the person?s true name, or who knowingly signs more than one of these petitions, or who signs this petition when the person is not a legal voter, or who makes herein any false statement, shall be punished as provided by law. PETITION FOR REFERENDUM To the Clerk of the King County Council, King County, Washington: We, the undersigned citizens of King County, State of Washington and legal voters of the respective precincts set opposite our names, respectfully order and direct that Referendum Measure No entitled AN ORDINANCE authorizing a new funding agreement and amendment to the existing ?nancing agreement with the Washington State Major League Baseball Stadium Public Facilities District being an ordinance passed by the King County Council on the Seventeenth day of September 2018, and which would appear on the ballot in the following form (ballot title prepared by the prosecuting attorney) shall be referred to the people of the County for their approval or rejection; and each of us says: I have personally signed this petition; I am a legal voter of King County, State of Washington in the precinct, city or town written after my name, and my residence address is correctly stated. A full, true and correct copy of the ordinance is attached hereto and on ?le with the Clerk of the Council and available for public inSpection. Precinct City or Town Number or Name (if know) Petitioner?s Petitioner?s Printed Residence Address Street Signature Name and Number (If any) 10. 11. 12. 13. 14. 15. 16. 17. 18. 19- 20. WARNING Every person who signs this petition with any other than the person?s true name, or who knowingly signs more than one of these petitions, or who signs this petition when the person is not a legal voter, or who makes herein any false statement, shall be punished as provided by law. PETITION FOR REFERENDUM To the Clerk of the King County Council, King County, Washington: We, the undersigned citizens of King County, State of Washington and legal voters of the respective precincts set opposite our names, respectfully order and direct that Referendum Measure No entitled AN ORDINANCE authorizing a new funding agreement and amendment to the existing ?nancing agreement with the Washington State Maj or League Baseball Stadium Public Facilities District being an ordinance passed by the King County Council on the Seventeenth day of September 2018, and which would appear on the ballot in the following form: (ballot title prepared by the prosecuting attorney) shall be referred to the people of the County for their approval or rejection; and each of us says: I have personally signed this petition; I am a legal voter of King County, State of Washington in the precinct, city or town written after my name, and my residence address is correctly stated. A full, true and correct copy of the ordinance is attached hereto and on ?le with the Clerk of the Council and available for public inspection. Precinct City or Town Number or Name (if know) Petitioner?s Petitioner?s Printed Residence Address Street Signature Name and Number (If any) 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. WARNING Every person who signs this petition with any other than the person?s true name, or who knowingly signs more than one of these petitions, or who signs this petition when the person is not a legal voter, or who makes herein any false statement, shall be punished as provided by law. PETITION FOR REFERENDUM To the Clerk of the King County Council, King County, Washington: We, the undersigned citizens of King County, State of Washington and legal voters of the respective precincts set opposite our names, respectfully order and direct that Referendum Measure No entitled AN ORDINANCE authorizing a new funding agreement and amendment to the existing financing agreement with the Washington State Major League Baseball Stadium Public Facilities District being an ordinance passed by the King County Council on the Seventeenth day of September 2018, and which would appear on the ballot in the following form: (ballot title prepared by the prosecuting attorney) shall be referred to the people of the County for their approval or rejection; and each of us says: I have personally signed this petition; I am a legal voter of King County, State of Washington in the precinct, city or town written after my name, and my residence address is correctly stated. A full, true and correct copy of the ordinance is attached hereto and on ?le with the Clerk of the Council and available for public inspection. Precinct City or Town Number or Name (if know) Petitioner?s Petitioner?s Printed Residence Address Street Signature Name and Number (if any) 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. RNING Every person who signs this petition with any other than the person?s true name, or who knowingly signs more than one of these petitions, or who signs this petition when the person is not a legal voter, or who makes herein any false statement, shall be punished as provided by law. PETITION FOR REFERENDUM To the Clerk of the King County Council, King County, Washington: We, the undersigned citizens of King County, State of Washington and legal voters of the respective precincts set opposite our names, respectfully order and direct that Referendum Measure No entitled AN ORDINANCE authorizing a new funding agreement and amendment to the existing financing agreement with the Washington State Major League Baseball Stadium Public Facilities District being an ordinance passed by the King County Council on the Seventeenth day of September 2018, and which would appear on the ballot in the following form: (ballot title prepared by the prosecuting attorney) shall be referred to the people of the County for their approval or rejection; and each of us says: I have personally signed this petition; I am a legal voter of King County, State of Washington in the precinct, city or town written after my name, and my residence address is correctly stated. A full, true and correct copy of the ordinance is attached hereto and on file with the Clerk of the Council and available for public inspection. Precinct City or Town Number or Name (if know) Petitioner?s Petitioner?s Printed Residence Address Street Signature Name and Number (If any) 10. 11. 12. 13. 14. 15. l6. 17. 18. 19. 20. ARNING Every person who signs this petition with any other than the person?s true name, or who knowingly signs more than one of these petitions, or who signs this petition when the person is not a legal voter, or who makes herein any false statement, shall be punished as provided by law. PETITION FOR REFERENDUM To the Clerk of the King County Council, King County, Washington: We, the undersigned citizens of King County, State of Washington and legal voters of the respective precincts set opposite our names, respectfully order and direct that Referendum Measure No entitled AN ORDINANCE authorizing a new funding agreement and amendment to the existing financing agreement with the Washington State Major League Baseball Stadium Public Facilities District being an ordinance passed by the King County Council on the Seventeenth day of September 2018, and which would appear on the ballot in the following form: (ballot title prepared by the prosecuting attorney) shall be referred to the people of the County for their approval or rejection; and each of us says: I have personally signed this petition; I am a legal voter of King County, State of Washington in the precinct, city or town written after my name, and my residence address is correctly stated. A full, true and correct copy of the ordinance is attached hereto and on file with the Clerk of the Council and available for public inspection. Precinct City or Town Number or Name (if know) Petitioner?s Petitioner?s Printed Residence Address Street Signature Name and Number (If any) 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 1200 King County Courthouse a 516 Third Avenue Seattle, WA 98104 Signature Report King County September 18, 2018 Ordinance 18788 Proposed No. 2018-03743 Sponsors von Reichbauer and McDermott AN ORDINANCE authorizing a new funding agreement and amendment to the existing ?nancing agreement with the Washington State Major League Baseball Stadium Public Facilities District. STATEMENT OF FACTS: 1. Rapid population growth in King County will necessitate building affordable and market rate housing near improved public transportation options. 2. The King County council, by passing Motion 14687 in 2016, acknowledged receipt of the Transit Oriented Development Bond Allocation Plan, and the goal of ?nancing up to eighty-seven million dollars of housing projects. 3. As authorized by the state Legislature through RCW 67.28.180, beginning in 2021, at least thirty-seven and one-half percent of the lodging taxes generated every year in King County must be used "for contracts, loans, or grants to nonpro?t organizations or public housing authorities for affordable workforce housing within one-half mile of a transit station, as described under RCW 9.91.025 or for services for homeless yout 4. Equally important are: the building of new gathering places, sites Ordinance 18788 where our diverse histories can be interpreted and shared and public cultural spaces; and the preservation of historic structures that create community identity, encourage strong social connections and further opportunity for entertainment, education and interactions. Civic institutions, such as history and art museums, public galleries, community cultural organizations, performing art centers and historic structures, play a central role in our economy and bene?t local businesses, residents and tourists. 5. Arts, culture and heritage make this region an attractive place for new businesses that bring with them new jobs, as arts and heritage businesses add two billion dollars in business activity, eight hundred eighty-two million dollars in payroll and thirty?two thousand ?ve hundred jobs to the central Puget Sound region. 6. As authorized by the state Legislature through RCW 67.28.] 80, beginning in 2021, at least thirty-seven and one-half percent of the lodging taxes generated every year in King County must be used to support "art museums, cultural museums, heritage museums, the arts and the performing arts." 7. The Washington State Major League Baseball Stadium Public Facilities District ("the PF operates the publicly owned Safeco Field ("the ballpark"). 8. The ballpark is a gathering place providing an array of public bene?ts and employs over two thousand full and part time employees, in addition Ordinance 18788 to being a venue for the Seattle Mariners. 9. The Seattle Mariners draw nearly three million fans to the ballpark every year. Attendance at Seattle Mariners games between 2012 and 2017 exceeded twelve million one hundred thousand, with many coming from out of state and supporting the local tourism industry. More than forty- ?ve million people have attended baseball games since the ballpark opened. 10. As authorized by the state Legislature through RCW 67.28.180, beginning in 2021 at most twenty-?ve percent of the lodging taxes generated every year in King County may be used "for capital or operating programs that promote tourism and attract tourists to the county.? 11. In 2015, the county council adopted Motion 14406, and the county effectuated through Ordinances 18179, 18180 and 18181, to establish the Building for Culture Program, which issued twenty-nine million dollars of bonds to fund capital projects that support arts, culture and heritage in the county and committed lodging taxes generated every year in King County beginning in 2021 to debt service payment of these bonds. 12. Since 1967, the King County lodging tax has been used to ?nance the construction of two professional sports stadiums and an exhibition center. 13. The PF and the Baseball Club have entered into a nonbinding term sheet, dated May 23, 2018, wherein the Baseball Club has agreed to lease the ballpark for an initial term of twenty-?ve years starting in 2019 and to assume obligations, including ?nancial responsibilities for the operation, 3 Ordinance 18788 maintenance and capital improvements to the ballpark in exchange for the PFD assuming obligations, including ?nancial responsibilities related to capital improvements to the ballpark?s existing infrastructure. 14. In the next twenty years, the ballpark is eXpected to generate forty-six million dollars for local jurisdictions and one hundred forty million dollars for Washington state. 15. Under the terms of the proposed funding agreement that is the subject of this ordinance, the county would transfer a portion of future lodging tax revenues beginning in 2021, to be coterminous with the PFD leasing the ballpark to the Baseball Club. The transferred tax revenues may only be used for capital improvements to the existing of the ballpark. The agreement does not authorize public funding on upgrades to the ballpark, such as suites or so-called Club spaces. The agreement further requires that all modernization upgrades, as well as all operation and maintenance expenses to be paid for by the Mariners during the lease term and any extensions. 16. A continued investment in the publicly owned ballpark is necessary to ensure that it remain a source of wholesome, family-centered entertainment and provide a sense of enhanced civic pride as well as a positive impact on the local and regional economy. 17. The ballpark promotes tourism and attracts tourists to the county, with approximately forty??ve percent of fans coming from locations outside of King County. 100 101 102 103 104 105 106 107 108 109 110 111 Ordinance 18788 18. Multicultural markets that have vendors of goods, wares or services have the effect of attracting tourists to those markets and promoting tourism to the county. 19. Savor Snoqualmie is an effort coordinated by the Mountain to Sounds Greenway Trust that works to promote tourism in the Snoqualmie Valley. BE IT ORDAINED BY THE COUNCIL OF KING COUNTY: 1. Findings: A. Beginning in 2021, King County intends to allocate baseline lodging tax revenues for the following programs and to the following organizations according to the estimated revenues established using the August 2018 Of?ce of Economic and Financial Analysis forecast found in Attachment to this ordinance: 1. Thirty-seven and one half percent to be transferred to the cultural development authority of King County ("4Culture") to support art museums, cultural museums, heritage museums, the arts and the performing arts in accordance with RCW 2. Thirty?four and nine?tenths of one percent to be allocated to the department of community and human services to support transit oriented development projects that preserve or develop affordable workforce housing or services for homeless youth in accordance with RCW 3. Two and six-tenths of one percent to be allocated to the department of community and human services to support services for homeless youth in accordance with RCW and 4. Twenty-five percent to be allocated by the county for capital or operating 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 Ordinance 18788 programs that promote tourism and attract tourists to the county or support transit oriented development projects that preserve or develop affordable workforce housing or services for homeless youth in accordance with RCW a. debt service on the original Building for Culture Program bonds, in accordance with the county's contractual obligation as set forth in the agreement for implementation of the Building for Culture Program between the county and 4Culture; b. after allocating suf?cient lodging tax revenues to satisfy the debt service of subsection A.4.a. of this section, transfer of forty-three and eight-tenths of one percent of the remaining amount to the Washington State Major League Baseball Stadium Public Facilities District (?the for twenty?three years to be used for capital improvements to the existing infrastructure at Safeco Field ("the ballpark"); c. after allocating sufficient lodging tax revenues to satisfy the debt service under subsection 4.3.a. of this section and the transfer of lodging tax revenues to the PF under subsection A.4.b. of this section, reserve one million dollars each year from 2021 to 2029 for capital or operating programs that promote tourism and attract tourists in all parts of the county. It is the intent of the council that from the reserve, twenty-?ve thousand dollars a year will be used to support Savor Snoqualmie's tourism promotion efforts; and d. after allocating suf?cient lodging tax revenues to satisfy the debt service of subsection A.4.a. of this section, the transfer of lodging tax revenues to the PF under subsection A.4.b. of this section and reserving the revenue as described in subsection A.4.c. of this section, all remaining funds shall be allocated to the department of community and human services to support transit oriented development projects that 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 Ordinance 18788 preserve or develop affordable workforce housing or services for homeless youth. B. It is the intent of the council to allocate any lodging tax revenues that exceed baseline revenues found in Attachment to this ordinance for the following programs and organizations: 1. Two hundred thousand dollars be transferred each year to the Kent Special Events Center Public Facilities District to support capital maintenance at the accesso ShoWare Center facility until the total transferred amount equals two million dollars; 2. Thirty-seven and one half percent to be transferred to 4Culture to support art museums, cultural museums, heritage museums, the arts and performing arts; 3. After allocating suf?cient lodging tax revenues to satisfy the requirements in subsection B.1. of this section, ten percent of the moneys remaining to be allocated to the department of community and human services to support transit oriented development projects that preserve or develop affordable workforce housing or services for homeless youth; 4. After allocating sufficient lodging tax revenues to satisfy the requirements in subsection B. l. of this section, forty?two and one half percent of the moneys remaining to be reserved for capital or operating programs that promote tourism and encourage visitors in all parts of the county; and 5. After allocating suf?cient lodging tax revenues to satisfy the requirements in subsection of this section, ten percent of the moneys remaining to be transferred to the PFD until the year 2043 to be used for capital improvements to the existing infrastructure at the ballpark. C. It is the intent of the council to request the executive to issue bonds in the 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 Ordinance 18788 amount of $100 million to support transit oriented development projects that preserve or develop affordable workforce housing as soon as possible. D. It is the intent of the council, in consultation with the executive, to engage county visitor and tourism organizations to work in collaboration to set up a fund that will support capital and operating programs that promote tourism and attract tourists to all parts of the county. It is the intent of the council that multicultural markets be eligible to receive moneys from that tourism fund, particularly if the market's vendors are from communities that have recently been displaced or are at risk of displacement. E. It is the intent of the council to request the executive develop a countywide strategic arts, heritage, historic preservation, and culture plan for the allocation of the lodging tax revenues described in subsections A. l. and B. 1. of this section. It is the intent of the council to request that the proposed strategic plan be forwarded to the council by December 31, 2019, in order to inform the budget process for the 2021 2022 budget. F. It is the intent of the council to request the executive to deve10p and transmit legislation to support the identi?ed allocations as described in subsections A40. and B.3. of this section including appropriation requests. G. It is the intent of the council to request the executive develop an expenditure plan for the lodging tax revenues allocated under subsections A2. and B2. of this section not already pro gramed in the 2016 Transit Oriented Development Bond Allocation Plan, receipt of which the council acknowledged by passing Motion 14687. The expenditure plan should at a minimum support the recommendations of the Regional Affordable Housing Task Force and describe how the lodging tax revenues allocated under 181 182 183 184 185 186 18'] 188 189 190 191 192 193 194 195 196 197 198 Ordinance 18788 subsections A2. and B2. of this section will be used across the county in an equitable manner. It is the intent of the council to request that the expenditure plan be forwarded to the council by February 28, 2019. 2. In accordance with K.C.C. the executive has requested the council's authorization to execute an agreement that commits the county to expend moneys beyond the biennium. Under the funding agreement, Attachment A to this ordinance, and if the PFD and the Baseball Club of Seattle L.L.L.P. entering into both a lease substantially in compliance with the May 23, 2018 Lease Renewal Term Sheet (?Lease") and a nonrelocation agreement that obligates the Club and any successor- in-interest to retain the ballpark as a home venue of a Major League Baseball team for the term of the Lease, King County would be contractually obligated to transfer applicable lodging tax revenues to the PFD, starting in 2021, in an amount in accordance with section 1.A.4.b. and 1.B.4. of this ordinance and the provisions of the funding agreement for a period not to exceed twenty-three years. The transferred tax revenues to be used for capital improvements to the existing infrastructure of the ballpark. SECTION 3. The executive is hereby authorized to execute the funding agreement with the PFD substantially in the form of Attachment A to this ordinance. liC'l'lON 4. The executive is hereby authorized to execute the sixth amendment Ordinance 18788 199 to the 1996 ?nancing agreement with the PFD substantially in the form of Attachment 200 to this ordinance, 201 Ordinance 18788 was introduced on 7/30/2018 and passed as amended by the Metropolitan King County Council on 9/17/2018, by the following vote: Yes: 5 - Mr. von Rcichbauer, Ms. Lambert, Mr. Dunn, Mr. McDermott and Ms. Balducci No: 4 - Mr. Gossett, Mr. Dembowski, Mr. Upthegrove and Ms. Kohl- Welles Excused: 0 KING COUNTY COUNCIL KING COUNTY, WAS - ?1 Pl? ATTEST: ?Nr in?; Bulge 0% Melani Pedroza, Clerk of the Council Cl. .. P??l I 2018. 7.34mi Dow Constantine, County Executive APPROVED this 11 day of .-, J-.-: I. ?h?u Attachments: A. Funding Agreement Between King County and the Washington State Major League Baseball Stadium Public Facilities District, dated September 17, 2018, as amended, B. Amendment No. 6 to Agreement, dated September 1, 2018, C. 2018 August OEFA Estimated Annual Lodging Tax Revenue 10 .IXJ 18788 Attachment A FUNDING AGREEMENT BETWEEN KING COUNTY AND THE WASHINGTON STATE MAJOR LEAGUE BASEBALL STADIUM PUBLIC FACILITIES DISTRICT This Funding Agreement (the ?Agreement?) is made and entered into as of the date of the last authorized signature ("Effective Date?), by and between King County (the ?County?) and the Washington State Major League Baseball Stadium Public Facilities District (the ?District?), collectively referred to as the ?Parties.? STATEMENTS OF FACT The Washington State Major League Baseball Stadium Public Facilities District, established pursuant to RCW 36.100 and King County Ordinance 12000, successfully developed a Major League Baseball ballpark in the City of Seattle (the ?Ballpark?) and entered into a lease with The Baseball Club of Seattle, L.L.L.P. (the ?Club?) for the Ballpark as the home venue of a Major League Baseball team for the bene?t of the citizens of the County and visitors to the Ballpark. The Ballpark attracts tourists to the King County region, who attend arts, heritage and culture events and/or recreational, professional, and amateur sports events, and some of whom stay overnight. The existing lease with the Club expires at the end of 2018. The District and the Club have executed the ?Lease Renewal Term Sheet May 23, 2018? (?Term Sheet?) for a new long-term lease (the ?Lease?). The Lease duration will be for an initial term of 25 years, starting in 2019, and the Lease requires signi?cant investment in the publicly owned Ballpark over the duration of the Lease to assure that it Will remain an attractive and competitive venue for Major League Baseball and for fans. The Club has con?rmed that the Club?s agreement to a binding Lease consistent with the Term Sheet is contingent upon the County allocating a portion of available proceeds from its lodging tax authorized pursuant to RCW 67.28.180. While the District takes no position on an allocation of the lodging tax revenue out of respect for the County?s decision-making process, the Term Sheet provides that the District will accept an allocation of such funds were the County to provide it. The County Council, the County Executive concurring, enacted its Ordinance 2018-0374 authorizing the County Executive to sign this Agreement between the County and the District providing for the transfer of such funding to the District and specifying the manner in which such funding must be used by the District. NOW, THEREFORE, in consideration of the statements of fact, promises, covenants and consideration set forth herein, the County and the District hereby agree, as follows. Revised 091718, as amended 18788 Attachment A Section 1. Provision of Funds hv the County. Pursuant to the terms and conditions set forth in this Agreement, if the District and the Club have executed both a lease consistent with the Term Sheet and a nonrelocation agreement that obligates the Club and any successor-in?interest to retain the Ballpark as a home venue of a Major League Baseball team for the term of the Lease, the County agrees that it will annually transfer County lodging tax proceeds to the District (?Yearly Transfers?) pursuant to the following formula: forty three and eight tenths of one percent of the share ofCounty lodging tax proceeds available pursuant to RCW that is remaining after such share is reduced each year by the amounts provided in Exhibit A (?Annual Reductions?); provided however, no annual transfer may exceed the estimated annual amount for that year as set forth in Exhibit (?Estimated Annual Transfers?). The estimated annual amounts listed in Exhibit are based on the August 2018 OEFA Estimated Annual Lodging Tax Revenue, set forth in Exhibit C. If in any year lodging tax revenues are less than the forecasted Total Lodging Tax Revenues, the District agrees that it is only entitled to and will except the Yearly Transfer for that year. If in any given year lodging tax revenues exceed the 2018 forecasted Total Lodging Tax Revenues, then the County agrees to also transfer to the District ten percent of any amount of revenue that exceeds the 2018 forecasted Total Lodging Tax Revenues for that year (?Additional Transfers?). Yearly Transfers shall commence in calendar year 2021 after ?nal payment or dcfcasancc of the CcnturyLink Field and Exhibition Center bonds and continue for the remainder of the initial term of the Lease. The County will make such Yearly Transfers on a quarterly basis in arrears, unless the Parties approve by separate agreement the transfer of advances of amounts against which subsequent lodging tax proceeds will be credited. Additional Transfers, if any, will be paid on the ?rst business day of April in the year following that for which the Additional Transfer is generated. By executing this Agreement, the District agrees that the provision of funds contemplated by this Section 1 is acceptable. The County?s obligation to make such transfers of lodging tax proceeds shall continue for twenty- three years; provided, that the County may cease to make such transfers in the event that: (1) the Ballpark is no longer used as the home venue for a Major League Baseball team and the County finds, after good faith consultation with the District, that continued investment in the Ballpark is neither necessary nor useful to attract a new team to the region; or (2) the use of the Ballpark is terminated or interrupted clue to a catastrophic event and the County finds, after good faith consultation with the District, that continued transfers are not necessary unless and until plans for its replacement and/or continued use as a venue for Major League Baseball have been approved by the District and the County. The District shall provide notice to the County if events have occurred which could give rise to such cessation of transfers. The County?s obligation to make such transfers of lodging tax proceeds is contingent upon the District and the Club executing an agreement, before or at the same time that the Lease is executed. that contains requirements suffi cient to prevent labor disputes that would impose costs and burdens upon the County, including but not limited to the likelihood of boycotts or strikes affecting the Ballpark?s operations and visitor spending. Revised 091718, as amended 18788 Attachment A Section 2. Expenditure of Funds. The District shall use, or cause to be used, the funds transferred by the County in accordance with Section 1 solely to provide a portion of the funding, in addition to the other available funds identi?ed in the Lease, for capital improvements to the existing infrastructure of the Ballpark including replacements and major repairs as determined by the District in a manner consistent with the Lease and RCW 67.28.180. Such existing infrastructure includes basic building systems, such as plumbing, electrical and HVAC, as well as building structural elements and essential building components, such as the retractable roof and its support system and other uses related to the basic functioning of the Ballpark, but does not include expenditures related to baseball operations or facility upgrades with direct revenue generation potential, such as suites, restaurants, or so?called Club spaces. Funds transferred by the County under this Agreement shall not be used for operation or maintenance of the Ballpark. The District shall retain the County lodging tax proceeds transferred from the County separate and apart from other funds in its possession and shall not eomingle such amounts with other funds of the District. The amounts received pursuant to this Agreement shall be deposited in and accounted for in a separate fund of the District (and not the Capital Expenditure Fund of the District established under the Lease). County lodging tax proceeds must be applied only to eligible capital improvements, including major repairs and replacements and improvements identi?ed in the annual Management Plans ?Plan? or ?P1ans?) developed by the Club and approved by the District as provided in the Lease. Such Plans shall specifically identify expenditures for which County lodging tax proceeds may be used consistent with the requirements of this Agreement and RCW 67.28.180. Annually and prior to allocating County lodging tax proceeds for any Ballpark improvements, the District shall inform the County of any proposed improvements in the current Plan for which it has determined it may apply County lodging tax proceeds consistent with the requirements of this Agreement. The District also shall annually report to the County on its application of County lodging tax proceeds as re?ected in the Plans and as previously reported to the County. Such reports shall include information regarding the status of the work funded in whole or in part by County lodging tax proceeds. Section 3. Amendments. The Agreement may be amended at any time. To be effective, the amendment must be in writing and signed by the District's Board Chair and the King County Executive or their designees; provided however, before the Executive may sign any amendment purporting to either change the duration of this Agreement or change the amount of lodging tax revenues to be transferred to the District, the proposed amendment shall first be transmitted to the King County Council. The Council shall have thirty days, from the date the Executive transmits the amendment to the clerk of the Council ("review period"), to review the proposed amendment; and unless the Council passes a motion objecting to the amendment within that review period, at the conclusion of the review period, the Executive may sign the amendment. Revised 091718, as amended 18788 Attachment A Section 4. Entire Agreement. This Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated here are excluded. Section 5. Administration. All tasks and services undertaken pursuant to this Agreement shall be administered on behalf of the County by its Budget Director, who will represent the County in administering tasks covered by the Agreement, and on behalf of the District by the District Executive Director who will represent the District in administering tasks covered by the Agreement. Any problem that cannot be resolved by the County? Budget Director and the District?s Executive Director shall be referred to the Chair of the District Board and the County Executive, who may resolve the issue with or without using the dispute resolution provisions of Section 7 of this Agreement. Section 6. Establishment and Maintenance of Records. Each Party shall maintain records which accurately re?ect all actions taken pursuant to this Agreement. Section 7. Dispute Resolution. The Parties shall use good faith efforts to resolve all claims, disputes and other matters in question between the Parties arising out of or relating to this Agreement, through nonbinding arbitration or mediation. If the Parties cannot resolve their dispute pursuant to nonbinding arbitration or mediation as aforementioned, jurisdiction and venue for resolving any dispute arising out of or in in connection with this Agreement shall be in the Superior Court for the State of Washington in King County. Section 8. Assignment. Neither Party shall assign this Agreement without the written consent of the other. This Agreement shall inure to the bene?t of and be binding upon the Parties hereto and their successors and permitted assigns. Section 9. Governing: Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington, without giving effect to any choice oflaw or con?ict of law provision or rule (whether of the State of Washington or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Washington. Revised 091718, as amended 18788 Attachment A Section 10. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining terms and provisions unaffected thereby shall remain in full force and effect. Section 11. Third Partv Bene?ciaries. This Agreement is solely for the bene?t of the District and the County, and no other person may acquire or have any right hereunder by virtue hereof. Section 12. Indemni?cation. The District shall indemnify, defend and hold the County, its of?cers, of?cials, agents and employees harmless from and against any and all suits, actions, losses, liabilities, claims, agency ?ndings, orders or requirements, penalties, expenses (including reasonable attorney fees), and damages of whatsoever kind or nature (collectively "Claims") relating to, in connection with, or arising out of, directly or indirectly, the District?s use of funds transferred to it by the County or the exercise of its obligations, rights or privileges under this Agreement. The District's obligations under this section shall include: indemni?cation for Claims regardless of negligence or fault of the District or a third party; the duty to accept tender of defense and provide defense to the County at the District's expense; (0) indemni?cation of Claims made by District employees, agents or lessees; and waiver of the District?s immunity under the industrial insurance provisions of Title 51 RCW, which waiver has been mutually negotiated by the Parties. The District further agrees that it is ?nancially responsible for and shall repay the County all indicated amounts following an audit exception that occurs due to the negligence, intentional act, and/or failure to comply with the terms of this Agreement by the District, its of?cers, employees, agents, and/or representatives. The County agrees that it is ?nancially responsible for and shall repay the District these amounts of lodging tax proceeds that an audit exception or ?nding determines are due to the District resulting from the negligence, intentional act and/or failure to comply with the terms of this Agreement by the County, its of?cers, employees, agents, and/or representatives. The District's and the County?s obligations under this Section 12 shall survive any termination of this Agreement. Section 13. Duration. This Agreement shall terminate on December 31, 2043. Revised 091718, as amended 18788 Attachment A In witness whereof, the Parties hereto have accepted this Agreement. KING COUNTY WASHINGTON STATE MAJOR LEAGUE BASEBALL STADIUM PUBLIC FACILITIES DISTRICT By BY Dow Constantine, County Executive Virginia Anderson, Board Chair Date Date Approved as to form: Approved as to form: Thomas Eli Backer, PFD Attorney King County Prosecuting Attorney Date Date Revised 091718, as amended Revised 091418 TOTAL EXHEHTA ANNUALREDUCHONS Year 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 Reduction Amounts 2,228,700 2,229,300 2,228,800 2,229,050 2,229,800 2,230,800 2,232,600 2,231,000 2,231,000 2,232,400 22, 303, 450 Exhibit A?l Exhibit ESTIMATED ANNUAL TRANSFER TO DISTRICT 2018 OEFA Year Transfer to District 2021 3,258,460 2022 3,418,503. 2023 3,522,790 2024 3,656,154 2025 3,766,704 2026 3,985,073 2027 4,146,816 2028 4,332,006 2029 4,523,136 2030 4,720,534 2031 5,903,465 2032 6,115,990 2033 6,336,166 2034 6,564,268 2035 6,800,581 2036 7,045,402 2037 7,299,037 2038 7,561,802 2039 7,834,027 2040 8,116,052 2041 8,408,230 2042 8,710,926 2043 9,024,519 TOTAL $135,050,644 Exhibit Revised 091418 Exhibit C. August 2018 OEFA Estimated Annual Lodging Tax Revenue Year Toial Lodging Tax Revenue Forecast 2021 $38,672,427 2022 $40,136,407 2023 $41,086,798 2024 $42,305,738 2025 $43,318,324 2026 $45,316,564 2027 $46,800,865 2028 $48,485,696 2029 $50,231,181 2030 $52,039,504 2031 $53,912,926 2032 $55,853,791 2033 $57,864,528 2034 $59,947,651 2035 $62,105,766 2036 $64,341,574 2037 $66,657,870 2038 $69,057,554 2039 $71,543,626 2040 $74,119,196 2041 $76,787,487 2042 $79,551,837 2043 $82,415,703 TOTAL $1 ,322,553,01 2 Exhibit Revised 091418 18788 ATTACHMENT Revised 9-1-18 AMENDMENT NO. 6 TO AGREEMENT BETWEEN KING COUNTY AND THE WASHINGTON STATE MAJOR LEAGUE BASEBALL STADIUM PUBLIC FACILITIES DISTRICT This Amendment No. 6 to the March 18, 1996 Financing Agreement No. by and between King County (the ??Coun'ty?) and the Washington State Major League Baseball Stadium Public Facilities District (the collectively referred to as the ?Parties,? shall be effective upon the authorized signatures of the Parties. STATEMENT OF FACTS The County and the PFD entered into a Financing Agreement dated March 18, 1996 (?Financing Agreement?) providing for County ?nancial assistance and cooperation in certain aspects of the development of a Major League Baseball stadium in the City of Seattle (the ?Ballpark?); and The Financing Agreement which remains in effect by its terms has been periodically amended by the Parties to more speci?cally address aspects of their cooperation and to provide further County assistance for the Ballpark project; and The County has determined to provide additional ongoing funding to the PF from proceeds of its lodging tax for major capital infrastructure improvements to the Ballpark pursuant to a separate agreement between the Parties (the ?Funding Agreement?); and The Parties wish to amend the Financing Agreement to provide for the County?s advance of funds authorized under the Funding Agreement and in accordance with the terms of this Amendment No. 6 upon the request of the PFD through, among other things, the County?s issuance of debt to which the lodging taxes will be pledged for repayment. NOW, THEREFORE, in consideration of the promises, covenants and considerations set forth herein, the County and the PFD hereby agree to amend the Financing Agreement to add a new Section 24, as follows: 24. ADDITIONAL FUNDING FOR IMPROVEMENTS 24.1 The PFD may request that the County make advances to the PFD of amounts it is obligated to transfer to the PFD under the Funding Agreement for the purposes set forth in the Funding Agreement. Such request for an advance shall be in writing directed to the County?s Director of the County Finance and Business Operations Division or his or her functional successor (the ?Director?) with such information as the Director may require, including the amount of the advance, the proposed date of such advance (which shall be no sooner than 240 days after the request) and the proposed use of such funds. Such advance shall be repaid to the County by crediting against the repayment obligation the lodging taxes to be transferred to the PFD under the Revised 0901 18 18788 ATTACHMENT Revised 9-1?1 8 Funding Agreement. The County shall determine the term of such repayment based on its reasonable estimate of future lodging tax payments to the PFD under the Funding Agreement. 24.2 The County shall only advance such funds in accordance with this Section 24. The County shall credit against this advance the amount of lodging taxes that it would otherwise have transferred to the PFD under the Funding Agreement including an amount equal to interest on such advance until such advance, including interest thereon, is fully repaid. If the County borrows or otherwise issues debt to fund such advance pledging the lodging taxes to the repayment of such borrowing, then the interest rate to the PFD shall be the interest rate of such borrowing. It is assumed, but not required, that the County will apply such lodging taxes to the debt the County incurred. If the County does not borrow for such advance but makes such an advance from available funds of the County, the interest rate to the PFD shall be the interest rate reasonably determined by the County based on its projections of what it would have earned on such amounts if they had been held by the County and not advanced less the amount, if any, the County would have earned on lodging tax amounts during the periods that it would possess such amounts prior to their distribution to the PFD at the times set forth in the Funding Agreement. 24.3 In the event the amount that would have been transferred to the PFD in accordance with the Funding Agreement exceeds the amount that is required to pay the amortized repayment of an advance hereunder including interest, then any excess shall be transferred to the PFD in accordance with the Funding Agreement. In the event the amount that would have been transferred to the PF is less than the amount that is required to pay the amortized repayment of an advance including interest, then the unpaid repayment shall accrue and the amount shall be added to the unpaid portion of the original advance. 24.4 Any obligation of the PF under this Amendment to the Financing Agreement shall be satis?ed exclusively from lodging taxes to be transferred to the PFD under the Funding Agreement. 24.5 The PFD agrees to deposit the proceeds of any advance in a separate fund (the ?Advance Fund?) and not comingle such proceeds with other amounts held by or on behalf of the PFD. The PFD will use the amounts in the Advance Fund in accordance with the Funding Agreement to provide funding for major basic infrastructure improvements to the Ballpark and report to the County on an annual basis with regard to the use of such amounts on deposit in the Advance Fund. As PFD Treasurer, the County will invest amounts in the Advance Fund and any earnings thereon on deposit in such fund. 24.6 In the event the County were to terminate its obligation to make payments to the PFD from lodging taxes in accordance with the Funding Agreement, such termination shall not apply to amounts required to repay advances made by the County hereunder, including interest thereon, which otherwise would be credited against any PFD repayment obligation incurred hereunder until fully repaid. 24.7 The PFD acknowledges that a request to advance funds will require King County Council (?Council") review and approval of requests for advances of funds. Upon receipt from -2- Revised 090118 18788 ATTACHMENT Revised 9-1?1 8 the PFD of its request for an advance of funds, the Director shall review the PFD request and determine if it is reasonable, complies with the County's ?nancial and debt management policies, and if the advance of funds is made, that it will not adversely affect the County's bond rating. The determination shall also identify the proposed mechanism (eg. bonds, interfund borrowing) by which funds would be advanced to the PF D. The Director shall transmit his or her determination to the clerk of the Council. The Council shall then have forty-?ve days from the date the clerk receives the determination to review the determination ("review period"); and unless the Council passes a motion objecting to advance of funds within that review period, at the conclusion of the review period, the Director may proceed with making the advance of funds in accordance with the provisions of this Amendment No. 6. Notwithstanding the foregoing, the ?nal decision to issue bonds shall be within the sole discretion of the Council. 24.8 The indemnification provisions in Section 12 of the Funding Agreement are incorporated herein as if fully set forth. EXCEPT AS SET FORTH HEREIN, ALL OTHER TERMS AND CONDITIONS OF THE FINANCING AGREEMENT ARE TO REMAIN IN FULL FORCE AND EFFECT. In witness whereof, the Parties hereto have accepted this Amendment No. 6. KING COUNTY WASHINGTON STATE MAJOR LEAGUE BASEBALL STADIUM PUBLIC FACILITIES DISTRICT By By Dow Constantine, County Executive Virginia Anderson, Board Chair Date Date Approved as to form: Approved as to form: Thomas Eli Backer, PFD Attorney King County Prosecuting Attorney Date Date Revised 090118 18788 ATTACHMENT Attachment C. August 2018 OEFA Estimated Year 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 TOTAL Annual Lodging Tax Revenue $38,672,427 $40,136,407 $41,086,798 $42,305,738 $43,318,324 $45,316,564 $46,800,865 $48,485,696 $50,231,181 $52,039,504 $53,912,926 $55,853,791 $57,864,528 $59,947,651 $62,105,766 $64,341,574 $66,657,870 $69,057,554 $7t543626 $74,119,196 $76,787,487 $79,551,837 $82,415,703 $1,322,553,012 Total Lodging Tax Revenue Forecast