Sports Teams & Facilities REPRESENTATIVE WORK Featured Arena & Stadium Projects - Husky Stadium, University of Washington Home of the NCAAF PAC-12 University of Washington Huskies (Seattle, Washington) Foster Pepper represented the private developer, Wright Runstad & Company, in its $280 million renovation of Husky Stadium and construction of ancillary athletic facilities that opened in August 2013. Several modifications were made to the stadium during the renovation that enhanced the fan experience, while maintaining the superiority of the stadium. Premium seating, including luxury and patio suites, was added for the first time and to optimize sightlines for fans, the track surrounding the field was removed and the field itself was lowered four feet and shifted to the north approximately seven feet. A football operations support building, including locker rooms, weight rooms, a team meeting room, recruiting lounges, player lounges and coaches offices, were added and integrated into the west end zone. The lower bowl and upper south stands, which hadn t been replaced in decades, were demolished and reconstructed. A 200-stall parking garage was added below the south side of the stadium. Husky Stadium was originally built in 1920, but has had several major additions and renovations through the years, the most recent being in the late 1980s. - Virginia Mason Athletic Center Headquarters and Training Facility of the NFL Seattle Seahawks (Renton, Washington): Foster Pepper represented Vulcan Real Estate in the development of the Virginia Mason Athletic Center, headquarters and practice facility for the Seattle Seahawks, that opened in 2009. - ShoWare Center Home of the WHL Seattle Thunderbirds (Kent, Washington) From 2006 through 2008, Foster Pepper served as special counsel and bond counsel to the City of Kent and the Kent Public Facilities District in connection with the financing, construction and development of the operating arrangements for ShoWare Center, a hockey arena and multi-purpose facility. Attorneys from the firm's Municipal, Construction and sports teams & facilities groups collaborated to negotiate license and operating agreements with the Seattle Thunderbirds, to structure the general contractor/construction manager process for building the new arena, to form the Public Facilities District and to carry out a successful financing to pay for construction. 1
- CenturyLink (f/k/a Qwest Field and Event Center) Home of the NFL Seattle Seahawks and MLS Seattle Sounders (Seattle, Washington) CenturyLink Field (f/k/a Qwest Field and Event Center) is a $430 million complex that includes an integrated state-of the-art 67,000 seat (with a capacity of 72,000) open-air stadium for NFL football and MLS and World Cup soccer, an enclosed 325,000-square-feet event center, and structured parking garage as well as a surface parking lot. CenturyLink Field was built on the site of King County's Kingdome, which was "imploded" in the year 2000. This is quite ironic because Foster Pepper attorneys were intimately involved in the original development of the Kingdome more than twenty years before. Foster Pepper serves as counsel to the Seattle Seahawks and to First & Goal Inc. ("FGI"), which is a Paul Allen company, an affiliate of the Seattle Seahawks, and the private developer of the CenturyLink Field. The firm was involved in the development of the stadium from start to finish. Two Foster Pepper lawyers, Allen Israel and Judy Runstad, were members of the FGI Stadium and Exhibition Center Development Strategy Team throughout the five-year duration of the project. Foster Pepper s work began with the negotiation and drafting of the State Stadium Act legislation, which authorized public participation and $300 million in public funding for the new facility, and continued through: work on the state-wide public referendum ratifying the Stadium Act; the exercise and closing of the Option to purchase the Seahawks; the successful defense of the Stadium Act from challenge before the Washington State Supreme Court and appeal to the United States Supreme Court; the formation of FGI; the analysis of potential stadium sites; land use analyses and negotiations with local permitting agencies; environmental analyses including the design and implementation of environmental remediation strategies and successful negotiations with the Washington Department of Ecology for its approval; negotiations with various neighborhood representatives; work relating to successful demolition of the Kingdome, including anticipatory defenses against legal attacks; managing issues related to the two-year interim use of the University of Washington s Husky Stadium, including transportation, traffic and parking issues; the development of a form of Suite License, Club Seat License and similar agreements for the Seahawks; and work on issues related to signage, concession agreements, liquor licenses and sponsorships, trademark and intellectual property rights, and general Stadium and Exhibition Center operational concerns. Throughout the course of the our work on the CenturyLink Field development, we successfully negotiated and drafted numerous agreements including: an Option to Purchase the Seahawks; an amendment to the Seahawks/Kingdome Use Agreement; agreements with the Washington State Public Stadium Authority ("PSA"), which was created pursuant to the Stadium Act, including the Development Agreement pursuant to which FGI developed the new facility and the Master Lease pursuant to which FGI leases and operates the facility; the Use Agreement between FGI and the Seahawks; Architecture, Environmental Remediation, Construction and Consulting Agreements relating to the development, design and construction of the Stadium and Exhibition Center; an Agreement with the City of Seattle and the PSA for processing development approvals; all EIS and sub-consultant agreements; all Master Use Permit and related approval conditions with the City of Seattle and other agencies; an Agreement with the City of Seattle, King County, the Washington Department of Transportation and the PSA relating to the use and development of an adjacent Parking Lot and related transportation issues; an agreement with the South Downtown Association regarding neighborhood remediation; and a Dual Events Agreement negotiated with the Seattle Mariners relating to multiple events at the Stadium, Event Center and/or the next-door Safeco Field. 2
- Safeco Field Home of the MLB Seattle Mariners (Seattle, Washington) Opened on July 15, 1999, the 47,000 seat Safeco Field has gained a reputation locally, regionally and nationally as a terrific setting for baseball and a great place for baseball fans. Foster Pepper served as finance counsel to the Washington Major League Baseball Stadium Public Facilities District in connection with the financing for the development of a new baseball park for the Seattle Mariners. In that role, the firm was involved in structuring both short term and long term, taxable and tax-exempt financings. - Everett Memorial Stadium Home of the PCL Everett Aquasox (Everett, Washington) In 1994, Foster Pepper served as special counsel to the City of Everett and advised the City in connection with improvements totaling $4 million to the Everett Memorial Stadium, home of the Everett AquaSox baseball club. The parties involved in the project included the City, the baseball club, Snohomish County and the Everett School District. Foster Pepper advised the City on numerous issues related to the financing, including legal matters involving municipal law, state constitutional law and taxation. - Moda Center (f/k/a Rose Garden Arena) Home of the NBA Portland Trail Blazers and WHL Portland Winter Hawks (Portland, Oregon) The Moda Center is a $267 million multi-purpose arena that opened in the fall of 1995, and serves as the home of the NBA Portland Trail Blazers. The WHL Winterhawks also call the Moda Center home for a portion of their season. In addition to basketball and hockey, the Center hosts a wide variety of events such as concerts, family shows and other sporting events. In 2009, the Moda Center hosted the NCAA Division I Men s Basketball 1st & 2nd Rounds. Foster Pepper represented Oregon Arena Corporation in connection with the public/private partnership with the City of Portland and the development and financing for the arena project. The total cost of the project was more than $267 million, including privately placed mortgage notes of $155 million and subordinate secured debt of $16 million. The project was constructed primarily on land ground leased from the City of Portland. We negotiated and drafted a master Development Agreement, ground leases for the Arena and Entertainment Complex, an operating agreement covering the Coliseum, a lease for the Plaza, a master set of Covenants, Conditions and Restrictions, and myriad other documents. In addition to the City documents, we also prepared all the contracts for the contractors, architects, engineers, surveyors and environmental and planning consultants, as well as the various agreements for the luxury suites and preferred-seat licenses. - Key Arena Home of the WNBA Seattle Storm; Former Home of the Seattle Supersonics (Seattle, Washington) Foster Pepper acted as bond counsel in connection with the issuance by the City of Seattle of approximately $73 million of its general obligation bonds to finance the renovation of the Seattle Center Coliseum, renamed Key Arena, in connection with the financing. The renovation involved reconstruction of a facility that was originally built for the 1962 Seattle World's Fair. - Kingdome Former Home of the NFL Seattle Seahawks and MLB Seattle Mariners (Seattle, Washington) Foster Pepper acted as bond counsel in connection with the issuance of $40 million of its general obligations bonds by King County in connection with the refinancing of the world-famous Seattle Kingdome, pledging, among other money, proceeds of the hotel/motel tax. We also structured the additional financing, with lease/purchase contracts, of the concession space, power house and scoreboard. 3
Ironically, Judy Runstad, who did the land use work for the development of the Kingdome while she was an Assistant King County Prosecuting Attorney, was a prominent senior member of the Foster Pepper team representing the Seattle Seahawks when the Kingdome was imploded 25 years later to make way for the new CenturyLink Field (f/k/a Qwest Field and Events Center). - Gesa Stadium (f/k/a Pasco Baseball Stadium) Home of the NWL Tri-City Dust Devils (Pasco, Washington) Foster Pepper represented the Pasco Baseball Stadium in drafting the stadium lease and in reviewing the revised lease with the new club. We were instrumental in maximizing the City of Pasco's ability to issue tax-exempt bonds for the financing of the Stadium. - American Airlines Arena Home of the NBA Miami Heat (Miami, Florida) Opened in 2000, American Airlines Arena is the top Miami event and entertainment venue, showcasing worldclass events of all sizes, including concerts, family entertainment and sporting events. Foster Pepper represented Prudential Securities Incorporated in the financing of the American Airlines Arena through the private placement of a series of term notes totaling more than $184 million. The total cost of the Arena project was budgeted to be more than $255 million. The 20,000+ seat Arena is owned by Miami-Dade County, which entered into a series of agreements with Basketball Properties, Ltd., an affiliate of the Miami Heat basketball organization, for the development and operation of the Arena. The revenues from the operations and various guarantees are the primary security for indebtedness. The financing is unique in that it provided not only the funds to construct the Arena but also a source of operating funds for the Miami Heat during the construction of the Arena for a period of five years. Structuring this combination of long and short term financing required some intricate drafting skills. Foster Pepper was responsible for the drafting of all finance and security documents and the construction disbursement procedures. All finance documents had to take into consideration the complex legal agreements between Basketball Properties, Ltd. and Miami-Dade County. This financing was also unique because Prudential was able to secure, for the first time for this type of project, bond issuance from MBIA Insurance Corporation. This insurance component was developed just prior to closing and required numerous modifications to the financing documents. Because the Miami Heat's finance counsel was located in New York, the closing was coordinated between New York and Miami with Foster Pepper's attorneys in both locations. Foster Pepper's experience in representing the owner on the Rose Garden's financing provided our attorneys with insight that helped Prudential explain the financing structure to the management of Basketball Properties Ltd. Foster Pepper's all around experience allowed this complicated financing to come to a successful and timely conclusion. - Cardinals Stadium Proposed Home of the NFL Arizona Cardinals (Arizona) In late 2001 and early 2002, Foster Pepper represented the Salt River Pima-Maricopa Indian Community in developing its proposal to become the site for the proposed Arizona Cardinals Stadium on the Community's tribal lands adjacent to Scottsdale, Tempe and Mesa, Arizona. Ultimately the Arizona Tourism and Sports Authority selected another site. - Air Canada Centre Proposed Home of the NBA Toronto Raptors (Toronto, Canada) In November 1995, Foster Pepper represented Prudential Securities as financial advisor for a possible capital markets financing for a portion of the costs of developing a 22,500 seat, multipurpose sports and entertainment complex to be known as the Air Canada Centre in Toronto. The project did not proceed with this financing and the involvement of our client ended. 4
- Pierce County Thoroughbred Racetrack (Auburn, Washington) In anticipation of the closure of Longacres Racetrack, Foster Pepper represented Pierce County in the early 1990s in negotiating ground leases and other documents with the City of Fife and Fife Thoroughbred Racing Management, Inc. for the construction, operation and financing of a new thoroughbred racetrack. The executed documents were contingent upon the approval of the site by the Washington State Racing Commission. Ultimately, the Commission awarded the site to the competing Auburn group, but all basic documentation was complete. Representative Clients - OneWorld Challenge LLC (2003 America s Cup Challenger) - Portland Trail Blazers (NBA) Foster Pepper represented Paul Allen in the purchase of the Portland Trail Blazers in 1988. In connection with the purchase, we performed the due diligence on the team, negotiated the Purchase Agreement, and the actual purchase closing in July of 1988. We have served as its outside counsel since then. - Seattle Reign (ABL) Foster Pepper was engaged to represent a potential purchaser in the negotiation of the purchase of the operating rights franchise to the Seattle Reign of the American Basketball League, the now defunct women's professional league. Although our client declined to proceed, our sports law and sports franchise experience was very helpful to the client. - Seattle Seahawks (NFL) Foster Pepper represented Paul Allen in the purchase of the Seattle Seahawks in 1997 and have served as its outside counsel since then. In connection with the purchase, we performed the due diligence on the team, negotiated the Option to Purchase the team in April of 1996, and the exercise of the option and actual purchase closing in August of 1997 after more than a year of intensive work. The key determinant in Paul's decision to exercise the option to purchase the Seahawks was an arrangement for a satisfactory long-term stadium solution, which was finally achieved by the passage of Referendum 48 ratifying partial public funding of a new state-of-theart stadium and exhibition center complex. The new Seahawks Stadium, now known as CenturyLink Field (f/k/a Qwest Field and Event Center), opened in July of 2002. Since the purchase, we have represented the Seahawks in a number of matters, including real estate and land use issues related to their headquarters and training facility, employment, intellectual property, and tax and finance, as well as occasional player and coach related matters. - Seattle Sounders FC (MLS) Foster Pepper represented Paul Allen and Soccer Northwest Holdings LLC in the acquisition of a minority interest in the Seattle Sounders FC in 2007. - Seattle Storm (WNBA) Foster Pepper represented the ownership group in negotiating the WNBA franchise agreement when the Seattle Storm was purchased from the Supersonics during their departure in 2008. Foster Pepper has since acted as general counsel for the Seattle Storm negotiating facilities agreements at Key Arena and the potential future NBA/NHL facility, multiple sponsorship and license agreements, including two major jersey sponsorships and the PAC 12 Women s Basketball Tournament in Seattle. Foster Pepper also has advised the WNBA commissioner with respect to enforcing the league franchise agreement against other teams for rules violations. 5
- Seattle Supersonics/Oklahoma City Thunder (NBA) In 2006, Foster Pepper was engaged by The Professional Basketball Club LLC to assist in the closing of its purchase of the Seattle Supersonics of the NBA and Seattle Storm of the WNBA, to help in its effort to win approval for public financing for a new playing facility in the Seattle area. We were also engaged to perform general legal work for the teams, including employment and other litigation. Because public financing was not forthcoming, the client sold the Seattle Storm to local Seattle investors and moved the NBA team to Oklahoma City, where they adopted the name Thunder. - University of Washington Athletic Department (NCAA) At the request of the University of Washington Athletic Department, Foster Pepper represented the UW studentathletes with respect to the NCAA's investigation into various allegations made by the NCAA and Pac-12. As legal counsel, the firm participated in all the investigative interviews among the student-athletes, NCAA, Pac-12, and University of Washington investigators. Foster Pepper also participated in the analysis of NCAA guidelines, rules and regulations and oversaw, on behalf of the student-athletes, the closed-session hearings in San Francisco held by the NCAA and Pac-10 school representatives. 6