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CITY OF MUSKEGON
SPECIAL CITY COMMISSION MEETING
Wednesday, February 19, 2020
5:00 p.m. @
Muskegon City Hall
933 Terrace Street
Muskegon, MI 49440
In the Commission Chambers, Room 107
AGENDA
1. Third Amendment to Shared Use Agreement
2. First Amendment to Naming Rights and Sponsorship
Agreement
3. Adjournment
Third Amendment to Shared Use Agreement
This Third Amendment to Shared Use Agreement ("Amendment") dated effective
July 1, 2019, is entered into between the City of Muskegon, a municipal corporation, of
933 Terrace Street, Muskegon, Michigan 49440 ("City") and WC Hockey, LLC, a Michigan
limited liability company, of 13854 Simone Drive, Shelby Township, MI
48315 ("Lumberjacks") (collectively, the “Parties”) with reference to the following facts:
Background
A. The Parties entered into a certain Shared Used Agreement, as amended by
that certain First Amendment to Shared Use Agreement, as amended by that certain Second
Amendment to Shared Use Agreement, both dated effective July 1, 2019 (collectively, the
“Agreement”).
B. Pursuant to Paragraph 2 of the Second Amendment, Exhibit C to the original
Shared Use Agreement was replaced with “Exhibit C Replacement”, which provides for
annual max sponsorship projections and net revenue splits between the City and the Jacks
for various sponsorship opportunities.
C. Pursuant to Paragraph 14 (a) of the Agreement, the Lumberjacks agreed to
advance funds to the City to be used to pay for certain capital improvements requested and
approved by the City, and the manner and schedule according to which such sums would
be reimbursed to the Lumberjacks.
D. The parties desire to enter into this Amendment to set forth the new agreed
upon net revenue splits between the City and the Jacks for various sponsorships, and to
confirm the amount and repayment terms of the capital expenditure costs advanced to the
City by the Lumberjacks, and to confirm the City’s granting of space within the Arena for
use by WZZM.
Therefore, the Agreement is amended as follows:
1. Paragraph 12. Sponsorship and Advertising. Attached Exhibit A labeled
Dominant Partner Breakdown sets forth the shared net revenue splits for various
sponsorship opportunities. This Exhibit A supersedes the net revenue splits set forth on
Exhibit C Replacement in the Second Amendment.
As to Item 1 in Exhibit A, the naming rights agreement between Mercy Health
Muskegon, the City and the Lumberjacks, the City shall pay the Lumberjacks an annual 20%
split of gross revenues no later than December 30th of each year of the term beginning in
2019. Any such amounts due from the City which are not timely paid by the City shall begin
to accrue interest on the amount due and owing at the rate of ten (10%) per annum from
the date such amount first became due. In addition to pursuing any other legal or equitable
remedies available, the Lumberjacks shall be permitted to offset the amount owed against
rents next coming due under this Agreement. The City shall be responsible to pay for all
signage related to the naming rights agreement.
As to Items 2-15 in Exhibit A, the Lumberjacks shall pay the City an annual 20% split
of gross revenues no later than December 30th of each year of the term beginning in 2019.
Any such amounts due from the Lumberjack which are not timely paid by the Lumberjacks
shall begin to accrue interest on the amount due and owing at the rate of ten (10%) per
annum from the date such amount first became due. In addition to pursuing any other
legal or equitable remedies available, the City shall be permitted to offset the amount owed
against rents next coming due under this Agreement. The Lumberjacks shall be responsible
to pay for all signage related to Dominant Sponsorships Items 2-15.
2. Paragraph 14 (a). Capital Construction. The parties agree the amount of
advanced funds to be reimbursed by the City to the Lumberjacks is $260,215.35, which
shall be paid through five annual offsets of $52,343.07 against Base Rent owed by the
Lumberjacks to the City during the First Option Period (i.e. years 3 through 7). under this
Agreement. The annual rent offsets shall be applied to first rents coming due to the City
during each year of the First Option Period.
3. Paragraph 18. City Participation. Paragraph 18 is amended to state that
the City agrees to purchase an annual $25,000 advertising package which includes 20
season tickets in the Jacks Club, three games on the Party Deck, and 150 tickets for the Boys
and Girls Club. The City understands and agrees that these tickets may be used to satisfy
any and all sponsorship agreements between the City and any third party. WC Hockey, at
its sole discretion and cost, may provide additional tickets from time-to-time to further
enhance future sponsorship agreements
4. WZZM Studio Space. The City grants the Lumberjacks the right to provide
WZZM Temporary and Permanent Studio Space within the Arena (as those terms are
defined in that certain Sponsorship Agreement and Studio Lease dated effective July 12,
2019), from which WZZM will have the right to broadcast live and/or pre-recorded news
content for distribution via the WZZM’s platforms.
5. Full Force and Effect. Except as set forth in this Amendment, the terms and
conditions of the Agreement shall remain in full force and effect.
6. Counterparts/Electronic Signature. This Amendment may be executed in
any number of counterparts and by different parties to this Amendment on separate
counterparts, each of which, when so executed, will be deemed an original, but all such
counterparts will constitute one and the same Amendment. Any signature delivered by a
party by fax or email will be deemed to be an original signature.
7. Full Execution. This Amendment requires the signature of both parties.
Until fully executed, on a single copy or in counterparts, this Amendment is of no binding or
effect and if not fully executed, this Amendment is void.
[SIGNATURES ON FOLLOWING PAGE]
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The Parties hereto have executed this Third Amendment on the dates set forth
below.
Lumberjacks – WC Hockey, LLC City – City of Muskegon
By: ________________________________ By: ________________________________
Name: Mike McCall Name: Franklin Peterson
Title: President Title: City Manager
Date: February ___, 2020 Date: February ___, 2020
By: ________________________________
Name: Ann Meisch
Title: City Clerk
Date: February ___, 2020
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