BUFFALO, N.Y. — To use a line from The Godfather Part II, "who gave the order?"
As New York State is the owner of the new Bills Stadium, a new entity needed to be formed to oversee construction, keep an eye finances of the project and ensure MBWE requirements are being met.
Thus the creation of the Erie County Stadium Corporation (ECSC), part of Empire State Development.
The Erie County Stadium Corporation signed several agreements with the Bills, and their various LLC's for this project, in March 2023.
One of those agreements is the 'Personal Seat License Marketing and Sales Agreement Bu and Between Erie County Stadium Corporation and Bills Stadium and Events Company, LLC (StadCo).
You can read the 28-page document below.
The agreement outlines, among other things, who has the right to sell PSLs and who needs to approve plans to sell PSLs.
In a nutshell, the ECSC is "sole owner of the right to sell personal seat licenses" according to the contract.
So why are Legends Hospitality selling them?
The contract also outlines that the Bills (StadCo) can "act as ECSC's agent to market and sell PSLs on behalf of ECSC."
Also outlined in that agreement, is language that allows the Bills to appoint a subagent to do the actual work of creating marketing plans, sales forms and all, actual selling and finalizing agreements related to the PSLs.
Enter Legends Hospitality.
So why the narrow pyramid of sole rights owner, agents and subagents? Tax reasons.
With the state being the sole rights owner of the PSLs, sales tax won't be collected. All of the PSL sales go directly to ECSC.
Also part of the PSL agreement are provisions that the Bills need to get ECSC approval for the marketing and sales plans of the seat licenses.
"The PSL agent shalle develop a marketing plan within ninety days after the effective date. the ECSC shall review, comment on, and approve each marketing plan, in its reasonable discretion, in a timely manner;" according to Article II Section 2.2 (a) of the agreement.
In Section 2.4 of the PSL agreement, the sales agreement states that "the PSL agent shall develop standardized forms of contracts for the sale of PSLs, which forms of contract shall be subject to the approval of ECSC in its reasonable discretion.
While it may seem like a minor detail, the question of who actually gave approval to the Bills to begin the PSL process has been difficult to answer.
The ECSC board of directors has only met twice-- March 15, 2023 and March 11, 2024.
The topic of PSL marketing and sales plans were not on the agenda of either meeting.
A review of the board meeting transcripts show that PSLs were not discussed.
If the board didn't approve the PSL plan, who did.
After reaching out to the state for clarification, a spokesperson for ECSC said "The ECSC approved the finalized agreement which gives the Bills the right to sell PSLs. As part of his regular responsibilities, ECSC President Steve Ranalli did meet with the Bills and approved their marketing plan, which includes an experience center that highlights the new stadium experience."
Additionally, the ECSC pointed out that "the agreement does not give New York State any say in what the Bills charge for tickets or PSLs in the new stadium. ECSC review is limited to ensuring the PSL funds are put in the project account to pay for the construction."
What remains unclear, at least on the record, is what does the ECSC need to actually vote on if they're not voting on and approving items outlined in the various agreements signed by the state and the Bills.
Other boards for corporations under the Empire State Development umbrella are often involved with significant decision making, why that isn't the case with the ESCS board also uncertain.
During the last board meeting the board agenda only included approval of the March 2023 meeting minutes, a review of the capital budget and an overview of procurement guidelines.