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S.J.R. 1

             1     

UTAH ATHLETIC FOUNDATION RESOLUTION

             2     
2007 GENERAL SESSION

             3     
STATE OF UTAH

             4     
Chief Sponsor: Dan R. Eastman

             5     
House Sponsor: Stephen H. Urquhart

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



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


             59      other similar organizations in its implementation of an investment policy;
             60          WHEREAS, the citizens of Utah have an interest in the long-term financial and
             61      operational success of the Foundation because of the importance of winter sports to the state
             62      and because of the reversionary interest the state has in the Winter Sports Park under specified
             63      circumstances;
             64          WHEREAS, ongoing communication and openness between the Foundation and the
             65      citizens of the state will promote the long-term viability of the Foundation's operations and
             66      foster the Foundation's charge to benefit Utah's citizens;
             67          WHEREAS, the Foundation may have opportunities to sell portions of the Winter
             68      Sports Park for real estate development;
             69          WHEREAS, the Foundation believes that sales negotiated in accordance with this joint
             70      resolution will help improve the long-term viability of the Winter Sports Park; and
             71          WHEREAS, legislative approval is required for the Foundation to negotiate sales of any
             72      portion of the Winter Sports Park:
             73          NOW, THEREFORE, BE IT RESOLVED that the Legislature of the state of Utah
             74      approves the Foundation negotiating sales of portions of the property under the conditions set
             75      forth in this resolution. The Legislature's approval terminates for any negotiation or sale
             76      occurring on or after the day on which the Foundation fails to comply with this resolution in
             77      negotiating any sale. The conditions for which the Foundation is responsible are as follows:
             78          (1) the aggregate of all negotiated sales conducted under this resolution may not be for
             79      more than a total of 10% of the acreage of the Winter Sports Park;
             80          (2) the board of directors of the Foundation shall ensure that any transaction involving
             81      a sale of a portion of the Winter Sports Park provides for a fair return on the value of the real
             82      property being sold by the Foundation including by:
             83          (a) direct sale;
             84          (b) joint venture;
             85          (c) a partnership; or
             86          (d) other financial participation in the transaction;
             87          (3) the Foundation may not enter any negotiation, contract, or agreement that would
             88      result in the Foundation selling a portion of the Winter Sports Park on or after April 1, 2010;
             89          (4) before execution of any agreement that obligates the Foundation to sell a portion of


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


             121      or take other action before the Governor granting approval or taking action; and
             122          (2) the Governor taking reasonable steps to ensure that any legal requirements or
             123      restrictions on the state related to the sale of a portion of the Winter Sports Park can be
             124      satisfied before the execution of the sale of a portion of the Winter Sports Park including
             125      termination of the state's reversionary interest in the portion of the Winter Sports Park being
             126      sold.
             127          BE IT FURTHER RESOLVED that the Legislature of the state of Utah authorizes the
             128      Foundation to amend its articles of incorporation and bylaws by no later than August 1, 2007 to
             129      do the following:
             130          (1) delete references in the purposes of the Foundation concerning the assumption of
             131      the Community Ice Sheet Lease Operation and Maintenance Agreement among Weber County,
             132      the Utah Sports Authority, and Weber State University if permitted by contract;
             133          (2) notwithstanding prior joint resolutions and subject to all other prior joint resolution
             134      requirements, modify the membership qualifications for members of the board of directors as
             135      follows:
             136          (a) delete the requirement that one member reside in and represent the interests of
             137      Wasatch County;
             138          (b) modify the reference to a member residing in Salt Lake County to read as follows:
             139      "one member residing in Salt Lake County who is familiar with the needs and interests of the
             140      Utah Olympic Oval"; and
             141          (c) modify the reference to a member residing in Summit County to read as follows:
             142      "one member residing in Summit County who is familiar with the needs and interests of the
             143      Utah Olympic Park"; and
             144          (3) delete the investment requirements of H.J.R 25, 2002 General Session, and replace
             145      those requirements with an investment policy for the Foundation that reads as follows: "adopt
             146      and comply with an investment policy which policy shall provide for investment management
             147      of the type appropriate for a trust or endowment fund managed with the exercise of that degree
             148      of judgment and care, under the circumstances then prevailing, which persons of prudence,
             149      discretion, and intelligence exercise in the management of their own affairs".
             150          BE IT FURTHER RESOLVED that the Legislature of the state of Utah directs the
             151      Foundation to:


             152          (1) amend its articles of incorporation and bylaws by no later than August 1, 2007 to
             153      require that the board of directors of the Foundation have no fewer than 11 voting members;
             154      and
             155          (2) annually provide in an annual report of the Foundation available on the
             156      Foundation's website:
             157          (a) the most recent audited financial statements;
             158          (b) a comparison of the Foundation's actual revenues and expenses versus budgeted
             159      amounts for the year in which the Foundation provides the annual report;
             160          (c) the budget for the year following the year in which the Foundation provides the
             161      annual report;
             162          (d) a detailed explanation of how net proceeds are used to further the purposes of the
             163      Foundation; and
             164          (e) the financial information included in the Foundation's most recent IRS Form 990
             165      including the disclosure of compensation paid by the Foundation.
             166          BE IT FURTHER RESOLVED that the Foundation provide a copy of amended articles
             167      of incorporation and bylaws adopted by the board of directors that conform to this joint
             168      resolution to the Legislature through the Office of Legislative Research and General Counsel.
             169          BE IT FURTHER RESOLVED that S.J.R. 17, 1994 General Session, and subsequent
             170      resolutions relating to the Winter Sports Park and the Foundation remain in full force and
             171      effect except to the extent that they are expressly superseded by this joint resolution.
             172          BE IT FURTHER RESOLVED that a copy of this resolution be sent to the Foundation.




Legislative Review Note
    as of 11-15-06 4:55 PM


Office of Legislative Research and General Counsel


Interim Committee Note
    as of 12-12-06 10:46 AM


The Workforce Services and Community and Economic Development Interim Committee
recommended this bill.


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