HomeMy WebLinkAboutComprehensive Development Agreement Take me out to the Ballgame RECEIVE[
2014 OCT 24 P11 S. 35
LANSING CITY CLERK
FIRST AMENDMENT TO
COMPREHENSIVE DEVELOPMENT AGREEMENT
This First Amendment to Comprehensive Development Agreement ("First Amendment')
is effective as of , 2014 ("Amended Effective Date"), by and among the City of
Lansing, a Michigan municipal corporation (the "City); the Lansing Brownfield Redevelopment
Authority, a Michigan Brownfield Authority, ("LBRA"); (the City and LBRA are sometimes
collectively referred to as the "Public Entities"); Outfield Partners, LLC, a Michigan limited
liability company ("Developer"); and Take Me Out to the Ballgame Limited Liability Company,
an Illinois limited liability company ("TMO"). City, LBRA, Developer and TMO are
collectively referred to as the "Parties" and individually referred to as a "Party." In the event of
a conflict or inconsistency between any provision of the Agreement or the DDP Extension
Agreement (defined below), the provisions of this First Amendment shall control, otherwise the
terms and provisions of the Agreement shall remain unmodified and in full force and effect. All
capitalized terms that are not otherwise defined herein shall have the meaning ascribed to them
in the Agreement or DDP Extension Agreement, as applicable.
BacklZround
A. The Parties are currently parties to that certain Comprehensive Development
Agreement dated June 14, 2014 (the "Agreement') and that certain Due Diligence Period
Extension Agreement dated October 10, 2014 ("DDP Extension Agreement'). The Parties have
been undertaking the activities contemplated to occur during the Due Diligence Period for the
past several months and have determined that certain characteristics of the Outfield Development
Project, the Stadium Improvements and the Maintenance Garage Parcel project should be
modified.
B. The Parties have analyzed building plans and specifications and related costs and
desire to amend the Agreement to (i) delete and terminate existing Exhibit "C" and replace it
with "Replacement Exhibit "C" attached hereto and amend a portion of Exhibit "C-2"; (ii)
change the definition of Renovation Funds Thirteen Million Five Hundred Thousand Dollars
($13,500,000) ("Renovation Funds"); (iii) to require the Developer to contribute Three Hundred
Fifty Thousand Dollars ($350,000) to the cost of the Foundation and Connections Improvements;
(iv) to modify certain delivery dates related to completion of the Stadium Improvements,
Foundation and Connections Improvements and the Outfield Development Parcel; and (v) to
address additional costs, and allocation of such additional costs, with regard to the Parking Lot
Project as set forth herein.
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C. The Parties desire to amend the Agreement and DDP Extension Agreement as set
forth herein and to re-affirm their desire and interest in continuing to move forward with the
Agreement, as amended, in accordance with the terms and conditions set forth herein.
Amendment
NOW THEREFORE, in exchange for the consideration in and referred to by the
Agreement and this First Amendment, the Parties agree to amend the Agreement as follows:
1. Replacement and Amended Exhibits. The Parties hereby agree that Exhibit "C"
attached to the Agreement and Exhibit "C-1" attached to the Agreement are hereby deleted and
terminated and simultaneously replaced with "Replacement Exhibit "C" and "Replacement
Exhibit 11C-1" attached hereto and made a part hereof. As such, following the date of this
Amendment, all references to Exhibit "C" and Exhibit "C-1" set forth in the Agreement, or
elsewhere, shall for all purposes mean and refer to Replacement Exhibit "C" and
Replacement Exhibit "C-1" attached hereto. In addition, the Parties agree that the following
portions of Exhibit "C-2" are hereby amended in the following manner: (i) item no. 3 is hereby
deleted in its entirety; (ii) the reference to "and concrete floor" in item no. 2 is hereby deleted;
(iii) the word "Field" is deleted from item no. 4 and is replaced with the word "Street' (amended
to state "Street Level'; and (iv) the last sentence of Exhibit "C-2" is hereby deleted in its
entirety.
2. Foundation and Connection Improvements. The first paragraph of Article I,
Section 1(ii) of the Agreement is hereby deleted and replaced in its entirety as follows (the other
portions of Article 1, Section 1 shall remain unchanged):
(ii) Foundation and Connections Improvements. The Parties recognize and agree
that additional infonnation, specifications, construction estimates, plans and
drawings for the Stadium Improvements and the Outfield Development Project
are intended to be produced and exchanged between the Parties during the Due
Diligence Period and are otherwise unavailable as of the Effective Date. In
accordance with Exhibit "C-211, the Parties agree that such improvements shall
include the footings, foundation, podium, support elements and connection
corridors for utility, mechanical, plumbing, electric, water, sewer, drainage and
other shared systems and/or services, and may, also include the actual connection
and bringing of such systems and services to the perimeter of the Stadium Parcel
(collectively the "Foumdation and Connections Improvements"). The Parties
agree that as part of the review, analysis and consideration of the specifications of
the Foundation and Connections Improvements, the City and Developer shall
consider and agree on the size, strength, dimensions, materials, depth and quality
of footings, foundation and support elements; and the capacities, location, size
and materials of connections, systems or services, when evaluating such plans,
drawings and specifications. The Parties further agree that all costs related to
establishing and constructing the Foundation and Connections hnprovements
shall be paid by the City; provided however, following substantial completion of
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the Foundation and Connections Improvements as determined in accordance with
Article I, Section S.C. of the Agreement, City shall have the right to send an
invoice to Developer in the amount of Three Hundred Fifty Thousand Dollars
($350,000) to offset the costs and expenses incurred by the City for the
Foundation and Connection Improvements (the "Developer's Foundation and
Connection Contribution"). The Developer's Foundation and Connection
Improvement Payment shall be made to City within ten (10) days of receipt of
such invoice from the City.
3. Post-Master Closing Release of Renovation Funds. The third sentence of Article I,
Section 2,C. is hereby deleted in its entirety and replaced as follows:
City shall cause substantial completion (as defined in the Agreement) of the Stadium
Improvements and the Foundation and Connections Improvements in accordance with the
milestones contained within the Master Schedule to be agreed upon by the Parties prior to
Master Closing.
4. Redevelopment of Maintenance Garage Parcel into Parking Lot. The last sentence of the
first paragraph of Article I, Section 3.13 and the entire second paragraph of Article 1, Section 3.13 are
hereby deleted in their entirety and replaced as follows:
All effort will be made to bid out the work and select contractor bids for the
Parking Lot Project such that the entire cost of the Parking Lot Project will not
exceed Eight Hundred Thousand Dollars ($800,000) in total.
Notwithstanding the foregoing, the Parties agree that commencing immediately
all initial work on the Parking Lot Project shall be performed by LBRA, and/or its
contractors, agents or employees and shall be at LBRA's sole cost up to the first
Four Hundred Thousand Dollars ($400,000). The parties further agree that
Developer, provided it approves the detailed work, remediation, costs and
schedules determined during the Due Diligence Period as provided above, shall be
responsible for the next One Hundred Thousand Dollars ($100,000). The parties
further agree that to the extent the cost for the Parking Lot Project exceeds Five
Hundred Thousand Dollars ($500,000), then the LBRA shall pay for 2/3 of such
amounts and the Developer shall pay for 1/3 of such amount up to and not to
exceed One Hundred Thousand Dollars ($100,000). In no event shall the Parking
Lot Project costs exceed Eight Hundred Thousand Dollars ($800,000). For all
payments under this section from the Developer, such payments shall first be
invoiced in writing to Developer by either the LBRA or City and provide written
evidence that the costs listed on the invoice were actually incurred to construct the
Parking Lot Project pursuant to the agreed upon plans and specifications.
Developer shall be required to remit any payments under this section within ten
(10) days from the date of the written invoice to Developer.
5. Stadiun Improvements Deadline. The first sentence of Article I, Section 5.13 is
hereby deleted and replaced in its entirety as follows (all other portions shall remain unchanged):
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The Parties expressly agree that the Master Schedule, which shall be agreed upon
prior to Master Closing, shall include a listing and substantial completion deadline
(as defined in the Agreement) for all Stadium Improvements, unless extended in
writing by all Parties ("Stadium Improvements Completion Date"),
6. Foundation and Connections Improvements Deadline. The first sentence of Article I,
Section 5.0 is hereby deleted and replaced in its entirety as follows (all other portions shall
remain unchanged):
The Parties agree that all Foundation and Connections Improvements shall be
substantially complete (as defined in the Agreement) and in a condition that will
permit Developer to commence vertical construction on or before June 1, 2015,
unless extended in writing by all Parties to this Agreement ("Foundation and
Connections Improvements Completion Date").
7. Outfield Development Project Deadline. The first sentence of Article I, Section
5.1) is hereby deleted and replaced in its entirety as follows (all other portions shall remain
unchanged):
The Parties agree that the Outfield Development Project shall be substantially
complete (as defined in the Agreement) on or before December 1, 2016, which
shall be extended on a day by day basis based on delays in the Fomidation and
Conmections Improvements Completion Date and/or as may be agreed to by the
Parties ("Outfield Development Project Completion Date").
8. Closing Agreement. The parties acknowledge and agree that they intend to agree
to the terms of a Closing Agreement prior to the expiration of the Due Diligence Period that
addresses agreements among the Parties as to final plans and specifications; agreement on final
costs and cost allocations; agreement on easements and easement locations including access,
encroachments, utilities and connectivity following establishment of the road contemplated by
the Casino CDA contemplated in the Parking Lease; environmental conditions, due care plan,
brownfield plan and required remediation (if any) of the Maintenance Garage Parcel; approval of
the brownfield plan and due care plan by governmental authorities; approval of the proposed
condominium documents; approval of the Master Schedule; and updates to title insurance
commitments and ALTA surveys applicable to the involved properties.
9. Miscellaneous. This First Amendment shall run with the land and obligate and
encumber successors-in-title to all or any portion of the Outfield Development Parcel, This First
Amendment, or a memorandum thereof, shall be recorded in the Officer of the Register of Deeds for
Ingham County, Michigan. This First Amendment may be signed electronically or in counterparts and
each electronic signature and/or counterpart shall be enforceable as though it is an originally signed
signature page to this First Amendment. Each Party acknowledges and agrees that its representatives
have all necessary authority to engage in negotiations related to the matters set forth herein and
to enter agreements on behalf of the respective Party with regard thereto. The Background set
forth above is accurate and is hereby incorporated into and made a part of this First Amendment.
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15883540.6
This First Amendment to Comprehensive Development Agreement is executed by the
parties as of the Amended Effective Date first written above.
CITY:
City of Lansing, Michigan a Michigan
municipal body corporation
By:
Name: Virg Bernero
Title: Mayor
Approved as to form:
Lansing City Attorney
STATE OF MICHIGAN )
)SS
COUNTY OF INGHAM )
I hereby certify that on this day of 2014,before me, the subscriber, a Notary
Public of the State aforesaid, personally appeared the Honorable Virg Bernero, the Mayor of the
City of Lansing, a Michigan municipal corporation, and he being authorized so to do, executed
the foregoing for the purposes therein contained on behalf of the City of Lansing as Mayor.
Notary Public
County,
Acting in County
My Commission Expires:
- 5 -
15883540.6
DEVELOPER:
Outfield Partners, LLC, a Michigan limited
liability company
By:
Name: Patrick K. Gillespie
Title: Manager
STATE OF MICHIGAN )
)SS
COUNTY OF
I hereby certify that on this day of 2014, before me, the subscriber, a Notary
Public of the State aforesaid, personally appeared Patrick K. Gillespie, as the Manager of
Outfield Partners, LLC, a Michigan limited liability company, and he being authorized so to do,
executed the foregoing for the purposes therein contained on behalf of Outfield Partners, LLC as
a drily authorized manager.
Notary Public
County,
Acting in County
My Commission Expires:
- 6 -
15883540.6
LBRA:
Lansing Brownfield Redevelopment Authority,
a Michigan brownteld authority
By:
Name:
Title:
STATE OF MICHIGAN )
)SS
COUNTY OF )
I hereby certify that on this day of 2014, before me, the subscriber, a Notary
Public of the State aforesaid, personally appeared , as the
, on behalf of the Lansing Brownfield Redevelopment Authority, a Michigan
brownfield authority, and he being authorized so to do, executed the foregoing for the purposes
therein contained on behalf of Lansing Brownfield Redevelopment Authority.
Notary Public
County,
Acting in County
My Commission Expires:
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15883540.6
TMO:
Take Me Out to the Ballgame Limited Liability
Company, an Illinois limited liability company
By:
None: Thomas J. Dickson
Title: Managing Member
STATE OF MICHIGAN )
)SS
COUNTY OF )
I hereby certify that on this day of 2014, before me, the subscriber, a Notary
Public of the State aforesaid, personally appeared Thomas J. Dickson, as the Managing Member
of Take Me Out to the Ballgame, Limited Liability Company, an Illinois limited liability
company, and he being authorized so to do, executed the foregoing for the purposes therein
contained on behalf of Take Me Out to the Ballgame, Limited Liability Company.
Notary Public
County,
Acting in County
My Commission Expires:
Prepared by:
G. Alan Wallace, Esq.
Miller, Canfield, Paddock and Stone, PLC
One Michigan Avenue
Suite 900
Lansing, Michigan 48933
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15883540.6
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REPLACEMENT EXHIBIT "C-1"
STADIUM IMPROVEMENTS
23145874,1\050796-00085
10 _
15883540.6
RE'PLACEMENT EXHIBIT 4'C-1"
STADIUM IMPROVEMENTS
The scope of Stadium Improvements including, but not limited to:
• New stadium Catering(with seating for up to 150 people max) and Bar venue in left field with
kitchen;
• Replacing current Tailgate Terrace and Bullpen Bar picnic venues with new picnic venues,
including bars and terraced seating with picnic tables in both locations;
• Replacing all remaining bleacher seating with stadium seats;
• Renovation and improvement to the team clubhouse areas, including reconfiguration of current
layout, new lockers, shower facilities, workout facilities,new team offices, and general structural
and cosmetic improvements in lower level of stadium as deemed necessary;
• Walk-around concourse in the outfield;
• Replacement of playing field, portions of outfield wall and irrigation system;
• Cleaning, re-lanrping, &re-aiming of existing fixtures;
• Renovations and improvements to team batting cages and field maintenance areas;
• New fixed concessions equipment at all concession stands, picnic venues, and Catering facility as
deemed necessary;
• Cosmetic upgrades to interior of concession stands;
• Cosmetic and fixture upgrades to all stadium restrooms as necessary;
• Left field,Right field, and Backstop protective netting;
• Suite level renovations, including cosmetic and finishes improvements to the annual suites,
owner/City of Lansing suites, press box, suite pantry, and suite lobby. Cosmetic improvements to
exterior of suites;
• New kids' play area and grass berm;
• Replacement of entire flat roofs as deemed necessary;
• Stadium exterior landscaping improvements; and
• General structural repairs as needed to existing buildings, drainage systems, and concrete as
deemed necessary.
As more specifically set forth in the Agreement, the Stadium Improvements (inclusive of the Foundation
and Connections Improvements) shall not exceed the amount of Renovation Funds.
23144196.1\050796-0OO85
10/24/14