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First Substitute H.J.R. 30

Representative David Ure proposes the following substitute bill:


             1     
UTAH ATHLETIC FOUNDATION RESOLUTION

             2     
2006 GENERAL SESSION

             3     
STATE OF UTAH

             4     
Chief Sponsor: David Ure

             5     
Senate Sponsor: L. Alma Mansell

             6     
             7      LONG TITLE
             8      General Description:
             9          This joint resolution approves the negotiation of sales of portions of the Winter Sports
             10      Park under certain conditions and addresses other issues related to the Utah Athletic
             11      Foundation.
             12      Highlighted Provisions:
             13          This resolution:
             14          .    approves the Foundation's negotiation of sales of portions of the Winter Sports Park
             15      under certain conditions;
             16          .    authorizes changes to the governing documents of the Foundation including:
             17              .    modifications to the purposes of the Foundation;
             18              .    revisions to the Foundation's investment policy; and
             19              .    modifications of requirements related to the board of directors;
             20          .    directs changes to the governing documents of the Foundation regarding the
             21      imposition of a minimum number of voting members on the board of directors;
             22          .    directs the Foundation to provide certain financial information in annual reports;
             23          .    requires the Foundation to provide the Legislature amended governing documents;
             24          .    addresses the effect of this resolution on prior resolutions; and
             25          .    provides for the distribution of the resolution.


             26      Special Clauses:
             27          None
             28     
             29      Be it resolved by the Legislature of the state of Utah:
             30          WHEREAS, as used in this resolution:
             31          (1) "Foundation" means the Utah Athletic Foundation;
             32          (2) "Purchase Agreement" means the Winters Sports Facility Purchase Agreement
             33      Between the Utah Sports Authority, as Seller and the Salt Lake City Bid Committee for the
             34      Olympic Winter Games, as Purchaser executed August 1, 1994, as amended; and
             35          (3) "Sale," "sales," "sell," "sells," "selling," or "sold" means to transfer:
             36          (i) ownership, title to, or possession of, real property; and
             37          (ii) with or without consideration.
             38          (3) "Winter Sports Park" means the Foundation's winter sports park and access road
             39      from State Highway 224 located in Summit County, Utah, consisting of certain real property
             40      and all improvements thereon, including three separate venues, a nordic ski jump complex, a
             41      freestyle aerial jump and pool complex, and a bobsled and luge track together with associated
             42      facilities and all rights-of-way and other rights of ingress and egress that the Foundation owns;
             43          WHEREAS, the Salt Lake Organizing Committee of the Olympic Winter Games of
             44      2002 successfully hosted the Olympic Winter Games of 2002;
             45          WHEREAS, the state contributed in significant ways to the success of the Olympic
             46      Winter Games of 2002 including building winter sports facilities used in hosting the Olympic
             47      Winter Games of 2002;
             48          WHEREAS, because of the success of the Olympic Winter Games of 2002, the
             49      Foundation has received over $70,000,000 from the revenues of the Olympic Winter Games of
             50      2002;
             51          WHEREAS, S.J.R. 17, 1994 General Session, and subsequent joint resolutions of the
             52      Legislature govern the sale of the Winter Sports Park and payment of a Legacy Fund to the
             53      Foundation by the Salt Lake Organizing Committee for the operation and maintenance of
             54      certain Olympic venues operated by the Foundation;
             55          WHEREAS, S.J.R. 17, 1994 General Session, and subsequent joint resolutions of the
             56      Legislature address various aspects of the structure and governance of the Foundation;


             57          WHEREAS, the board of directors of the Foundation should be held to the standards of
             58      other similar organizations in its implementation of an investment policy;
             59          WHEREAS, the citizens of Utah have an interest in the long-term financial and
             60      operational success of the Foundation because of the importance of winter sports to the state
             61      and because of the reversionary interest the state has in the Winter Sports Park under specified
             62      circumstances;
             63          WHEREAS, ongoing communication and openness between the Foundation and the
             64      citizens of the state will promote the long-term viability of the Foundation's operations and
             65      foster the Foundation's charge to benefit Utah's citizens;
             66          WHEREAS, the Foundation may have opportunities to sell portions of the Winter
             67      Sports Park for real estate development;
             68          WHEREAS, the Foundation believes that sales negotiated in accordance with this joint
             69      resolution will help improve the long-term viability of the Winter Sports Park; and
             70          WHEREAS, legislative approval is required for the Foundation to negotiate sales of any
             71      portion of the Winter Sports Park:
             72          NOW, THEREFORE, BE IT RESOLVED that the Legislature of the state of Utah
             73      approves the Foundation negotiating sales of portions of the property under the conditions set
             74      forth in this resolution. The Legislature's approval terminates the day on which the Foundation
             75      fails to comply with this resolution in negotiating any sale. The conditions for which the
             76      Foundation is responsible are as follows:
             77          (1) the aggregate of the negotiated sales may not be for more than a total of 10% of the
             78      acreage of the Winter Sports Park;
             79          (2) the board of directors of the Foundation shall ensure that any transaction involving
             80      a sale of a portion of the Winter Sports Park provides for a fair return on the value of the real
             81      property being sold by the Foundation;
             82          (3) the Foundation may not enter any negotiation, contract, or agreement that would
             83      result in the Foundation selling a portion of the Winter Sports Park on or after January 1, 2011;
             84          (4) prior to execution of any agreement that obligates the Foundation to sell a portion
             85      of the Winters Sports Park, the Foundation must obtain:
             86          (a) written approval of the Governor; and
             87          (b) any other action by the Governor required for real estate development on the


             88      portion of the Winter Sports Park that is subject to negotiation for sale, including requirements
             89      under the Purchase Agreement;
             90          (5) the Foundation may encumber that portion of the Winter Sports Park that is not
             91      being sold, including the granting of rights-of-way, only to the extent:
             92          (a) necessary for the real estate development on the portion of the Winter Sports Park
             93      being sold; and
             94          (b) approved in writing by the Governor after the Governor determines that the
             95      Foundation is legally able to encumber the Winter Sports Park;
             96          (6) before executing any agreement obligating the Foundation to sell a portion of the
             97      Winter Sports Park, the Foundation must obtain a written legal opinion that any legal
             98      requirements or restrictions related to the sale of a portion of the Winter Sports Park can be
             99      satisfied prior to the execution of the sale of a portion of the Winter Sports Park; and
             100          (7) the Foundation must enter into an agreement with the Governor's office to
             101      indemnify, hold harmless, and release the state and any of its entities, officers, members,
             102      agents, volunteers, and employees from and against any and all losses, claims, damages,
             103      injuries, liabilities, suits, or proceedings arising out of any transaction to sell a portion of the
             104      Winter Sports Park or the performance of any transaction including without limitation court
             105      costs, reasonable attorneys' fees and disbursements, and all amounts paid in investigation,
             106      defense, or settlement in connection with, arising out of, or resulting from a transaction to sell a
             107      portion of the Winter Sports Park.
             108          BE IT FURTHER RESOLVED the Legislature of the state of Utah approves the
             109      Foundation negotiating the sales of portions of the Winter Sports Park subject to the Governor
             110      taking the actions in this provision of this joint resolution. The Legislature's approval
             111      terminates if the Governor chooses not to take these actions in providing written approval and
             112      any other action required for real estate development on the portion of the Winter Sports Park
             113      that is subject to negotiation for sale. The actions for the Governor to take are:
             114          (1) the Governor or the Governor's designee meeting with the Legislative Management
             115      Committee regarding the Governor's decision as to whether or not to grant the written approval
             116      or take other action prior to the Governor granting approval or taking action; and
             117          (2) the Governor taking reasonable steps to ensure that any legal requirements or
             118      restrictions on the state related to the sale of a portion of the Winter Sports Park can be


             119      satisfied prior to the execution of the sale of a portion of the Winter Sports Park including
             120      termination of the state's reversionary interest in the portion of the Winter Sports Park being
             121      sold.
             122          BE IT FURTHER RESOLVED that the Legislature of the state of Utah authorizes the
             123      Foundation to amend its articles of incorporation and bylaws by no later than July 1, 2006 to do
             124      the following:
             125          (1) delete references in the purposes of the Foundation concerning the assumption of
             126      the Community Ice Sheet Lease Operation and Maintenance Agreement among Weber County,
             127      the Utah Sports Authority, and Weber State University if permitted by contract;
             128          (2) notwithstanding prior joint resolutions and subject to all other prior joint resolution
             129      requirements, modify the membership qualifications for members of the board of directors as
             130      follows:
             131          (a) delete the requirement that one member reside in and represent the interests of
             132      Wasatch County;
             133          (b) modify the reference to a member residing in Salt Lake County to read as follows:
             134      "one member residing in Salt Lake County who is familiar with the needs and interests of the
             135      Utah Olympic Oval"; and
             136          (c) modify the reference to a member residing in Summit County to read as follows:
             137      "one member residing in Summit County who is familiar with the needs and interests of the
             138      Utah Olympic Park"; and
             139          (3) notwithstanding H.J.R 25, 2002 General Session, provide that the investment
             140      policy of the Foundation read as follows: "adopt and comply with an investment policy which
             141      policy shall provide for investment management of the type appropriate for a trust or
             142      endowment fund managed with the exercise of that degree of judgment and care, under the
             143      circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise
             144      in the management of their own affairs".
             145          BE IT FURTHER RESOLVED that the Legislature of the state of Utah directs the
             146      Foundation to:
             147          (1) amend its articles of incorporation and bylaws by no later than July 1, 2006 to
             148      require that the board of directors of the Foundation have no fewer than 11 voting members;
             149      and


             150          (2) annually provide in an annual report of the Foundation available on the
             151      Foundation's website:
             152          (a) the most recent audited financial statements;
             153          (b) a comparison of the Foundation's actual revenues and expenses versus budgeted
             154      amounts for the year in which the Foundation provides the annual report;
             155          (c) the budget for the year following the year in which the Utah Athletic Foundation
             156      provides the annual report;
             157          (d) a detailed explanation of how net proceeds are used to further the purposes of the
             158      Foundation; and
             159          (e) the financial information included in the Foundation's most recent IRS Form 990
             160      including the disclosure of compensation paid by the Foundation.
             161          BE IT FURTHER RESOLVED that the Foundation provide a copy of amended articles
             162      of incorporation and bylaws adopted by the board of directors that conform to this joint
             163      resolution to the Legislature through the Office of Legislative Research and General Counsel.
             164          BE IT FURTHER RESOLVED that S.J.R. 17, 1994 General Session, and subsequent
             165      resolutions relating to the Winter Sports Park and the Foundation remain in full force and
             166      effect except to the extent that they are expressly superseded by this joint resolution.
             167          BE IT FURTHER RESOLVED that a copy of this resolution be sent to the Foundation.


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