HomeMy WebLinkAboutCooley Stadium License Lease and Service Agreement First Amendment RECEIVED
2014 OCT 24 PM 5= 35
LANSING CITY CLERK
FIRST AMENDMENT TO
STADIUM LICENSE, LEASE AND
SERVICE AGREEMENT
DATED JULY 15, 2014
By and Between
TAKE ME OUT TO THE BALLGAME
LIMITED LIABILITY COMPANY
and
CITY OF LANSING
(2014 AMENDMENT)
This First Amendment to the Stadium License, Lease and Service Agreement Dated July 15,
2014 ("Amendment') is made and entered into this day of
by and between Take Me Out to the Ballgame Limited Liability Company, a limited liability
company organized and existing under the laws of the State of Illinois ("TMO"), and the City of
Lansing, a municipal corporation organized and existing under the laws of the State of Michigan
(the "City") (TMO and the City shall be referred to herein collectively as the 'Parties," or singularly
as "Party")
ARTICLE I
RECITALS
A. The City, TMO,Outfield Development LLC, and the Lansing Brownfield Authority entered
into a Comprehensive Development Agreement dated June14, 2014, (the "CDA"), for the
purpose of providing for Stadium Improvements;and
B. The City and TMO entered into the Stadium License, Lease and Service Agreement dated
July 15,2014 (the"Agreement');and
C. TMO and the City desire to amend the Stadium License, Lease, and Service Agreement
dated July 15, 2014,to comport with the amended CDA, for the following purposes:
1. The City will enter into an installment purchase agreement pursuant to Act 99 of 1933
(the "Act'), in an amount not to exceed Three Million and 00/100 Dollars
($3,000,000.00) to provide additional financing for Stadium Improvements (the
"Additional Financing").
2. TMO will make an additional cash payment to the City of one-half(1/2)the annual
additional principle and interest on the Additional Financing, not to exceed One
Hundred Twenty Five Thousand and 00/100 Dollars($125,000.00) in any calendar
year(the"Additional Cash Payment).
The Parties do not intend to make any modifications to the Agreement except those
specifically set forth herein.
NOW THEREFORE, for and in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt of which is mutually
acknowledged,TMO and the City agree as follows:
ARTICLE II
DEFINITIONS
All terms contained herein shall have the same meaning as established in the Agreement.
ARTILE III
ADDITIONAL CASH PAYMENT
A. The City shall enter into an installment purchase agreement pursuant to the Act, no
later than May 1, 2015, on terms determined at the City's sole and absolute
discretion, to provide the Additional Financing to be used to make Stadium
Improvements as more specifically set forth in the CDA as amended. At its sole and
absolute discretion, the City may use an alternative financing vehicle to provide the
Additional Financing if it is financially beneficial. The Additional Financing is in
addition to the Renovation Funds of Ten Million five Hundred Thousand and 00/100
Dollars ($10,500,000.00)set forth in the CDA.
B. TMO shall make an Additional Cash Payment to the City each year the City makes,
or is required to make, any payment of principle or interest on the Additional
Financing or successor financing in the event the Additional Financing is refinanced.
The City shall provide TMO the schedule of payments for the entire term of the
Additional Financing. TMO shall remit to the City the Additional Cash Payment
thirty (30) days before each due date. This obligation to make the Additional Cash
Payment to the City shall terminate at the time all interest and principle of the
Additional Financing or successor financing are fully paid off.
C. The Additional Cash Payment is in addition to all other sums due and owing to the
City pursuant to the Agreement.
D. The Additional Cash Payment shall not to be considered in determining whether
TMO has met, in whole or in part, the Minimum Guaranteed Payment requirement
of Article XIV, Section A.7. The Additional Cash Payment shall not be considered,
in whole or part, to be payment of the Minimum Guaranteed Payment. The
Additional Cash Payment is not DGR,and is the sole property of the City.
E. In the event the City does not obtain the Additional Financing for any reason, TMO
shall have no obligation to make the Additional Cash Payment,and this Amendment
shall be considered null and void.
F. Failure by TMO to timely make any required Additional Cash Payment may be
considered a material breach pursuant to Article XXIII of the Agreement.
G. The total of the Additional Cash Payment paid by TMO to the City over the
lifetime of the Additional Financing shall not be more than One Million Eight
Hundred Seventy Five Thousand and 00/100 Dollars ($1,875,000.00).
ARTICLE IV
SUBSTANTIAL COMPLETION OF STADIUM IMPROVEMENTS
Notwithstanding Article XXIV, Section D of the Agreement, all Stadium Improvements
(except the playing field) will be Substantially Complete, as that term is defined in the CDA, in
accordance with the milestones contained within the Master Schedule agreed to by all parties as
required in the CDA, as amended.
ARTICLE V
MISCELLANEOUS
A. Entire Agreement. This Amendment,together with the Agreement, constitutes
the final, complete and exclusive written expression of the intent of the Parties with respect to
the subject matter hereof which will supersede all previous verbal and written communications,
representations, agreements, promises or statements.
B. Governing Law. This Amendment shall be construed under and in accordance
with the laws of the State of Michigan.
C. Authority. TMO and the City, respectively, each represent that the individuals
acting as signatories to this Amendment have the authority to bind the TMO and the City and
that this Amendment, when properly executed by both Parties,will constitute a valid and binding
agreement, enforceable in accordance with this terms.
D. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument.
E. Headings Only for Reference. The titles of articles and sections of this Amendment
are for reference purposes only and shall be of no binding effect.
F. Valid Illinois Limited Liability Company. TMO represents that as of the date of the
execution of this Amendment it is organized and in good standing under the laws of the State of
Illinois, that it is duly authorized to enter into this Amendment and has taken all requisite corporate
action to obtain such authorization and that no consent of or notice to any other individual, private
or public entity or governmental authority is required in connection with the execution,delivery and
performance of the Amendment.
G. BindingEffect.ffect. This Amendment shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective successors and assigns.
H. References to the City. All references to the City in this Amendment shall be
deemed to also be references to such officers or employees or other designees of the City as may
be appropriate to implement the terms of this Agreement.
I. To the extent this Amendment conflicts with the Agreement,the Parties agree that
this Amendment amends, supersedes, and controls the rights, duties, and obligations under the
Agreement. All of the other,non-conflicting terms and conditions of the Agreement shall remain
in full force and effect for the term of the Agreement except as expressly amended herein, and
remain unchanged, operative, and enforceable.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
TAKE ME OUT TO THE BALLGAME CITY OF LANSING
LIMITED LIABILITY COMPANY
By: By:
Tom Dickson, Managing Member Virg Bernero,Mayor
Approved as to form only: I hereby certify that funds are available
City Attorney City Finance Director