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Muskegon City Commission
Commission Meeting Date: November 7, 2022 Title: Arena Lease - Carlisle's
Submitted By: Jake Laime Department: Arena Director
Brief Summary: Seeking approval of the amended lease with Carlisle's at the Trinity Health Arena.
Detailed Summary & Background:
Amendment of Section 6 of the Agreement for Management of a Portion of a Licensed Premises
Pursuant to Participating Agreement.
To reflect the following:
Construction costs paid by Carlisle and/or reimbursed to the City of Muskegon in the amount of
$439,219.91, will result in a use credit to Carlisle at the rate of $7.00 per month for each $1,000 of
construction costs incurred together with interest on the unreimbursed construction costs calculated
at the rate of 5% per annum. Any unused credit for the month shall roll over and be added to the
total available use credit in subsequent months. These credits shall continue monthly for the term
of this Agreement and any extensions thereof to and until such time as the use credit is fully utilized
and amortized .
In the original agreement the construction cost was $650,000.00. However, we are reducing the
credit costs by $210,780.09 due to construction overages by Carlisle's . Allowing Carlisle's to utilize
to credit saves the City $279,259.64 in accrued interest thru 2040.
Goal/Focus Area/Action Item Addressed:
Amount Requested: Amount Budgeted:
Fund(s) or Account(s): 254 Fund(s) or Account(s):
Recommended Motion: Approve the lease and authorize the Authorize the Mayor and Clerk to sign.
Approvals: Get approval from division head at a minimum prior Guest(s) Invited / Presenting
to sending to the Clerk.
Immediate Division Head
■ Information Technology □ Yes
□
Other Division Heads
■ Communication
□ No
■
Legal Review
■
For City Clerk Use Only:
Commission Action:
Amended & Restated Agreement for Management of a Portion of
a Licensed Premises Pursuant to Participating Agreement
. . . j{\ ~V)i,'oP\
This Amendment Is made effective as of ~eer 7 , 2022 between the
City of Muskegon
a Michigan municipal corporation
933 Terrace St.
Muskegon, Ml 49440
(hereinafter "City of Muskegon"), and
Carlisle's Goods & Leisure, LLC
a Michigan limited liability
company 14716 Leonard Rd.
Spring Lake, Ml 49456
(hereinafter "Carlisle") .
RECITALS
A. The City of Muskegon owns the Mercy Health Arena located at 470 W. Western
Avenue, Muskegon, Michigan 49440 ("Arena"). The City of Muskegon is
responsible for operation, maintenance, and improvements for the Arena.
B. The City of Muskegon has the authority to authorize use of portions of the Arena
on an exclusive and non-exclusive basis.
C. The City of Muskegon has applied for a Class C liquor license and related permits
issued by the Michigan. Liquor Control Commission ("MLCC") for providing a
restaurant, concessions, bar, and bar service throughout the Arena (collectively
the "License").
D. The City of Muskegon proposes entering into a Participating Agreement with
Carlisle pursuant to Rule 436.1401 to permit the limited use of the license, subject
to and only upon the approval of the MLCC, upon the terms and conditions of this
Agreement.
E. In connection with this Agreement, the City of Muskegon is willing to grant to
Carlisle, and Carlisle desires to receive from the City of Muskegon, the exclusive
right to use and manage that portion of the Arena to be known as the Carlisle Area
(See attached Exhibit A) for the operation of a certain restaurant and bar business
commonly known as the "Carlisle's Goods & Leisure", subject to and in accordance
with the terms and conditions of this Agreement.
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In consideration of the premises and the mutual promises set forth herein, the parties
agree as follows:
1. CARLISLE PARTICIPATING AGREEMENT. Upon execution of this Agreement, the
parties agree to act in good faith and to utilize their best efforts to make application to
the MLCC for a Participating Agreement/Participation Permit Application pursuant to
Rule 436.1041. Carlisle will operate a full-service restaurant, bar and bar service within
the Carlisle Space as hereinafter defined. The parties acknowledge that this
Agreement is contingent upon and shall only become effective upon approval of the
MLCC of the Participating Agreement/Participation Permit Application.
2. DESCRIPTION OF CARLISLE SPACE. Carlisle will have the right to use and manage
the Carlisle Space and fixtures as follows:
a. The exclusive right to use and manage the Carlisle Space (depicted on the
attached Exhibit A) and the Outdoor Sidewalk Patio, and a non-exclusive right of
access for Carlisle's employees, patrons and suppliers to and from the Restaurant
Space across other portions of the Arena.
b. The limited nonexclusive right to use other areas in the Arena that would not
interfere with the management and operation of the Arena by the City of Muskegon,
excluding only the area identified as the "Rad Dad's Space" in the Agreement for
Management of a Portion of a Licensed Premises Pursuant to Participating Agreement
between the City of Muskegon and Rad Dad's, LLC (depicted on Exhibit 8).
c. Notwithstanding the foregoing, during events held at the Arena when it is open to
the public, the term exclusive use shall be construed to allow patrons to enter and
leave the Carlisle Space and all areas of the Arena licensed by the MLCC.
3. TERM. This Agreement shall become effective upon execution with the contingencies
provided for herein. The initial term of this Agreement shall be for a period of five (5)
years commencing with the approval of the MLCC of the Participating
Agreement/Participation Permit Application with a term extension equal to the time from
such approval to the date a certificate of occupancy is issued by the City of Muskegon,
a license is issued by the Muskegon County Department of Health or the MLCC has
approved the licensed space identified on Exhibit A, whichever date is latest. The
monthly Use Payment shall commence on the first day of the month following such
approval. In addition, Carlisle shall have six additional five (5) year options. ·In the
absence of any other provision herein, Carlisle shall be provided written notice of any
default and afforded not less than sixty (60) days to cure the default. Provided that
Carlisle is not in material default of this Agreement at the time of expiration of the initial
term or any option term, Carlisle shall provide the City of Muskegon with written notice
of its intent to renew this Agreement in writing no later than sixty (60) days prior to the
expiration of the initial term and any renewal term provided, however, that said sixty
(60) days shall not begin to toll until sixty (60) days after the City of Muskegon has
provided Carlisle with written notice of the expiration of the initial term or any renewal
term.
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4. CONSTRUCTION AND IMPROVEMENTS: USAGE. Upon approval by the MLCC of
the Participating Agreement, the City of Muskegon, at its sole cost and expense, will
undertake construction of Carlisle Space improvements substantially in accordance
with the plans, specifications, and costs identified and attached hereto as Exhibit B.
The City of Muskegon agrees to proceed in good faith and in a reasonable manner in
order to complete the work and obtain all regulatory approvals and signoffs within 60
days of this agreement provided that an additional term of 120 days will be allowed for
completion. Carlisle will repay the City of Muskegon the actual costs of the
improvements within 90 days following the completion of the construction and
issuance of approval of the License, whichever occurs later. Upon completion of the
construction, the City of Muskegon shall provide Carlisle with written confirmation of
the amounts expended by the City of Muskegon under this Section 4. The total Cost
of Improvements shall not exceed $650,000 unless mutually agreed upon by the
parties and, once repayment is made by Carlisle as set forth above, the amounts on
the amortization schedule (see the attached Exhibit C) shall be credited against the
Use Payments provided for in Paragraph 6.
Carlisle shall use and manage the Carlisle Space for purposes of operating a sports
bar and restaurant operation, including food and beverage service preparation
("Restaurant").
5. CARLISLE'S COMPENSATION. In consideration for the management and operation
of the Restaurant and the Carlisle Space, Carlisle shall retain 100% of the net profits
generated from the operation of the Restaurant, including the sale of alcoholic
beverages under the License, non-alcoholic beverages, food, merchandise, cover
charges, and other goods and services which would not constitute a violation of MLCC
rules. The term "net profits" as used in this Agreement shall mean all revenue derived
from the operation of the Restaurant less all expenses related to the operation of the
Restaurant. During the term of this Agreement, Carlisle will deliver to the City of
Muskegon at least 15 days before the end of each month an income statement
certified by an officer or manager of Carlisle setting forth its net profits of the prior
period. Carlisle grants to the City of Muskegon the right at all reasonable times to have
access to all books, accounts, records, and reports that may be kept by Carlisle
showing all financial information related to the operation of the Restaurant. If a review
discloses any discrepancy in the net profits, the parties shall mutually agree on a
Certified Public Accountant to review the financial statements and records of Carlisle
and determine the net profits. Such determination shall be binding on the parties.
6. MONTHLY USE PAYMENT. In consideration of this Agreement, Carlisle shall pay
monthly Use Payment to the City of Muskegon in an amount equal to $3,645.83
during the initial Term. Provided, each subsequent five-year renewal option
thereafter, the applicable monthly Use Payment will be adjusted as follows:
a. Option #1 $4,229.17
b. Option #2 $4,666.67
C. Option #3 $4,958.33
d. Option #4 $5,250.00
e. Option #5 $5,541.67
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f. Option #6 $5,833.33
Construction costs paid by Carlisle and/or reimbursed to the City of Muskegon in the
amount of $439,219.91, will result in a use credit to Carlisle at the rate of $7.00 per
month for each $1,000 of construction costs incurred together with interest on the
unreimbursed construction costs calculated at the rate of 5% per annum. Any unused
credit for the month shall roll over and be added to the total available use credit in
subsequent months. These credits shall continue monthly for the term of this
Agreement and any extensions thereof to and until such time as the use credit is fully
utilized and amortized.
7. ADJUSTMENT OF MONTHLY USE PAYMENT. The monthly Use Payment shall be
adjusted upon the following events and upon the following terms:
i. Professional Hockey, Football, and Soccer Games. The amount of monthly use fee
shall periodically increase during months when there occur in the Arena USHL hockey,
professional football, and/or professional soccer games. The amount of such increase
shall be the sum of $500 per USHL hockey event day, $400 per professional football
event day, and $400 per professional soccer event day that takes place at the Arena
during a given month, and shall be paid with the payment of the following month's use
payment. For example, if during the term of this Agreement there are five hockey
events and two football events at the Arena during the month of January, Carlisle's
use fee for the month of February would be increased by $3,300 ($500 x five hockey
events ($2,500) + $400 x two football events ($800) = $3,300). Carlisle shall have no
further obligation to provide financial support or sponsorship to any event using the
Mercy Health Arena. If Carlisle can reasonably demonstrate that events held in the
Arena other than USHL hockey, professional football, and professional soccer,
negatively impact the gross sale of Carlisle, Carlisle shall not be obligated to pay a
temporary rent increase for any such other events.
ii. Suspension of Liquor License. In the event that the License issued by the MLCC
shall be suspended, Use Payments shall be suspended pro rata during such
suspension term.
8. CONTRIBUTION TO OVERHEAD AND MAINTENANCE. Carlisle shall also pay to
the City of Muskegon a contribution for overhead utilities not separately metered and
maintenance costs in an amount equal to $1,750 per month during the initial Term.
9. UTILITY COSTS. City shall pay all charges for gas, electricity, water, power,
telephone, cable television and internet service used, rendered or supplied upon or in
connection with the Carlisle Space. City shall have the discretion to set the level of
cable service provided within the Carlisle Space. Carlisle may request that the City
upgrade such services, with the additional associated costs added to Carlisle's
contribution to overhead and maintenance as outlined in Section 8 of this Agreement.
10. ASSIGNMENT. Carlisle shall not assign this Agreement without prior written consent
of the City of Muskegon and the MLCC. Such approval and consent shall not
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unreasonably be withheld by the City of Muskegon and shall be subject to the rules
and regulations of the MLCC.
11. OBLIGATIONS OF THE CITY OF MUSKEGON. The City of Muskegon shall purchase
all alcoholic and food inventory to be used by the Restaurant. The City of Muskegon
shall furnish "janitorial services" for the exterior of the building and in lobby areas and
restrooms used by the public, exclusive of those areas used and managed by Carlisle.
The City of Muskegon agrees to maintain in satisfactory working order, all public ways
and structures of the Arena, including plate glass, roof, and outer walls and heating,
electrical and plumbing supply sites, air conditioning and hot water supply units. The
City of Muskegon agrees to allow use of its dumpsters by Carlisle, and the cost of
such service shall be shared between The City of Muskegon and Carlisle. The City of
Muskegon agrees to be responsible for any structural repairs, replacements or
changes in the Arena which affect the Carlisle Space for its intended purpose.
12. OBLIGATIONS OF CARLISLE. Carlisle shall reimburse the City of Muskegon for all
alcoholic and food inventory purchased by the City of Muskegon for the Restaurant
within 15 days of receipt of an invoice from the City of Muskegon. Carlisle agrees that
it will pay all expenses in connection with the use and management of the Carlisle
Space and fixtures, including, but not limited to, all rights and privileges granted,
including all taxes, permits, fees, license fees and assessments lawfully levied or
assessed upon Carlisle's personal property or upon its use of possession of the
Carlisle Space and fixtures. Except for the License, Carlisle agrees to secure all
permits and licenses required related to its use of the Carlisle Space, including any
other metered utility services provided to the Carlisle Space.
Carlisle agrees that it will at all times maintain the Carlisle Space and fixtures in a neat,
clean, safe, sanitary and orderly condition, and shall provide janitorial services with
respect thereto. Carlisle shall provide for the sanitary handling and disposal of trash
and other refuse from its operation in a manner satisfactory to the City of Muskegon.
Carlisle will make no structural changes or additions to the Carlisle Space without first
obtaining written approval from the City of Muskegon.
Carlisle agrees to provide and pay for any and all decorations to the Carlisle Space.
Carlisle shall provide the following services from the Carlisle Space at all times during
the term of this Agreement at its sole cost and expense:
a. Carlisle shall furnish, at its expense, all service equipment of every sort (such
as silverware, linen, glassware, crockery, utensils, pots and pans, and additional
equipment), which may be required for use in Carlisle's operation and which is not
already presently located in the Carlisle Space.
b. Carlisle shall undertake to comply with all MLCC rules and shall not allow
entertainment.
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c. Carlisle shall cooperate with the City of Muskegon in securing all permits and
licenses required by any public agency, including the License issued by the MLCC in
connection with the operation of the Arena as a sports and entertainment venue.
d. Carlisle shall carry workers compensation insurance in the amounts required
by state law for all employees hired by Carlisle to work in the Carlisle Space.
13. ORDINANCES AND STATUTES. Carlisle shall comply with all statutes, ordinances,
and requirements of all municipal, state and federal authorities now in force or which
may be in force, pertaining to the premises, occasioned by or affecting the use there
of by Carlisle. The commencement or pendency of any state or federal court
abatement proceeding affecting the use of the Carlisle Space shall, at the option of
the City of Muskegon, be deemed a breach hereof. The City of Muskegon represents
and warrants that the Arena shall be in compliance with the Americans with
Disabilities Act, and its regulation, as of the commencement of this Agreement.
14. MAINTENANCE, REPAIRS, ALTERATIONS. Carlisle shall, at its expense and at all
times, maintain the Carlisle Space in good and safe condition, including plate glass,
electrical wiring, plumbing and heating installations. Carlisle shall also maintain in
good condition such portions adjacent to the Arena within the Carlisle Space, such
as sidewalks, driveways, lawns, and shrubbery.
15. ENTRY AND INSPECTION. Carlisle shall permit the City of Muskegon or the City of
Muskegon's agents to enter upon the Carlisle Space at reasonable times for the
purpose of performing maintenance and making repairs and replacement in any case
where the City of Muskegon is obligated, and in any other case where the City of
Muskegon determined that it was necessary to do so in order to preserve the
structural safety of the Carlisle Space to correct any condition likely to cause injuries
or damages to persons or property.
16. DAMAGE OR DESTRUCTION OF PREMISES. If by reason of any cause the Carlisle
Space is damaged to such an extent that the Carlisle Space is unusable in whole or
in substantial part, then:
a. If the repairs and rebuilding necessary to restore the Carlisle Space to its
condition prior to the occurrence or the damage can be in the reasonable judgment
of Carlisle be completed within ninety (90) days from the date on which the damage
occurred, Carlisle shall so notify the City of Muskegon in writing and shall proceed
promptly with such repairs and rebuilding, and in such event the use of said premises
shall be abated for the period from the date of the occurrence of such damage to the
date upon which such repairs and rebuilding are completed; and
b. If such repairs and rebuilding cannot, in the reasonable judgment of Carlisle,
be completed within ninety (90) days, the City of Muskegon and Carlisle can mutually
agree either to:
• Have Carlisle proceed promptly with said repairs and rebuilding, in which
event the said use shall be abated; or
• To terminate this Agreement.
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17. RISK OF LOSS, During the term of this lease, and any extension or renewal thereof,
the risk of loss with respect to all risks insurable under a fire and extended coverage
insurance policy meeting the requirements of the laws of the State of Michigan,
together with the risk of loss with respect to all uninsurable losses to the premises
which are subject to the control or prevention by Carlisle, shall rest upon Carlisle.
18. SUBROGATION. Carlisle, its officers, agents, or employees shall not be liable for
damage to the Leased Premises or for interruption of rent resulting from any of the
perils covered by fire and extended coverage insurance, or which would be covered if
such insurance were in force, and the City of Muskegon agrees not to sue for such
damage and that every applicable policy of insurance will contain or be endorsed with
the standard waiver of subrogation clause. The City of Muskegon shall not be liable
for damage to the property or business of Carlisle in or on the Carlisle Space resulting
from any of the perils covered if such insurance were in force, and Carlisle agrees not
to sue for such damage and that every applicable policy of insurance will contain or
be endorsed with the standard waiver of subrogation clause.
19. INSURANCE. Carlisle, at its expense, shall maintain general liability insurance
insuring the City of Muskegon and Carlisle with minimum coverage as follows:
$1,000,000.00. Carlisle shall provide the City of Muskegon with a Certificate of
Insurance showing the City of Muskegon and CFMC as additional insureds. The
Certificate shall provide for a thirty (30) day written notice to the City of Muskegon
and CFMC in the event of cancellation or material change of coverage. To the
maximum extent permitted by insurance policies, which may be owned by the City of
Muskegon or Carlisle, Carlisle and the City of Muskegon, for the benefit of each other,
waive any and all rights of subrogation, which might otherwise exist. The City of
Muskegon agrees to notify Carlisle in writing as soon as practicable of any claim,
demand or action arising out of an occurrence covered, and to cooperate with Carlisle
in the investigation and defense of such claim. Carlisle and the City of Muskegon
agree that each insurance policy shall provide for a minimum of thirty (30) days written
notice of cancellation to the City of Muskegon. Carlisle shall also be responsible for
a portion of the cost of the liquor liability insurance purchased by the City of Muskegon
for the Arena. Carlisle agrees that the amount of the liquor liability premium equal to
the percent that Carlisle's alcohol sales bear to total sales under the License during
the measured period of time shall be added to the monthly Use Payment on an
estimated prorated basis, with any necessary adjustments being made within 30 days
after the end of a calendar quarter.
20. SIGNS. The City of Muskegon and Carlisle shall cooperate to secure maximum
signage area for Carlisle which shall be reasonable commensurate with its exclusive
space. All signage shall be in conformance with applicable laws and statutes and
Carlisle shall not construct the signage without the prior written consent of the City of
Muskegon which consent shall not unreasonably be withheld or delayed.
21. ABANDONMENT OF CARLISLE SPACE. If Carlisle shall abandon or vacate the
Carlisle Space, or be dispossessed by process of law, or otherwise, the City of
Muskegon shall have the right to declare this Agreement is terminated. In such event,
any personal property belonging to Carlisle left within the Carlisle Space shall be
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deemed to be abandoned, and the City of Muskegon shall be permitted to dispose of
such personal property as it deems appropriate.
22. INSOLVENCY. In the event that a receiver shall be appointed to take over the
Carlisle's business, and such receivership is not dismissed within sixty (60) days or in
the event that the Carlisle shall make a general assignment for the benefit of creditors,
or Carlisle shall take or suffer any action under any insolvency or bankruptcy act, the
same shall constitute breach of this Agreement by Carlisle.
23. TERMINATION OF AGREEMENT. Subject to the provisions in Paragraph 25, The
City of Muskegon, at its option, may declare this Agreement terminated in its entirety
upon the happening of any one or more of the following events:
a. If the any expenses, fees, charges, and/or other money payments for which
Carlisle is financially responsible, shall be unpaid thirty (30) days from the date that
they become due;
b. If Carlisle abandons the Carlisle Space for a period of thirty (30) days at any
one time, except when such abandonment and cessation is due to fire, earthquake,
governmental action, default of the City of Muskegon, or other cause beyond it
control;
c. If Carlisle shall use or permit the use of the Carlisle Space at any time for any
purpose for which the use was not authorized by this Agreement or by a subsequent
written agreement between the parties after written notice and opportunity to cure;
and
d. If Carlisle shall use or permit the use of the Carlisle Space in violation of any
law, rule or regulation to which Carlisle had agreed in this Agreement to conform after
written notice and opportunity to cure.
24. REMEDIES OF OWNER ON DEFAULT. In the event of any material breach of
this Agreement by Carlisle, the City of Muskegon may, at its option, terminate this
Agreement and recover from Carlisle: (a) the worth at the time of award of the unpaid
monthly Use Payment which would have been earned at the time of termination; (b)
the worth at the time of award of the amount by which the unpaid monthly Use
Payment which would have been earned after termination until the time of the award
exceeds the amount of such loss of use that the Carlisle proves could have been
reasonably avoided; (c) the worth at the time of award of the amount by which the
unpaid monthly Use Payment for the balance of the term after the time of award
exceeds the amount of such loss of use that Carlisle proves could be reasonably
avoided.
The City of Muskegon may, in the alternative, continue this Agreement in effect, as
long as the City of Muskegon does not terminate Carlisle's right to use and
management, and the City of Muskegon may enforce all his rights and remedies
under this Agreement, including the right to recover the monthly Use Payment under
this Agreement, if said breach continues, the City of Muskegon may at any time
8
thereafter, elect to terminate this Agreement. Nothing contained herein shall be
deemed to limit any other rights or remedies which the City of Muskegon may have.
25. RIGHT TO CURE. In addition to the rights herein before set forth, Carlisle shall have
the right to contest any allegation of material breach in the appropriate court in
Muskegon County, Michigan. In the event of an adjudication of a material default of
this agreement by such court, the relief shall provide that Carlisle shall have 30 days
from the date of such adjudication to cure the default.
26. RESERVATION OF RIGHTS BY THE. CITY OF MUSKEGON.
a. The City of Muskegon reserves the right to further develop or improve the
Arena as it sees fits, regardless of the desires or view of Carlisle.
b. The City of Muskegon reserves the right to adopt, from time to time,
reasonable rules and regulations for the operation of the Arena which are not
inconsistent with the provisions of this Agreement. Carlisle and its agents,
employees, invitees, and licenses shall comply with all those rules and regulations.
27. SURRENDER AND HOLDING OVER. Carlisle agrees that at the expiration or
termination of this Agreement, it will quit and surrender the Carlisle Space in good
state and condition, reasonable wear and tear excepted, and also excepting
damage arising from acts, events or conditions beyond the control of Carlisle, and
that Carlisle shall forthwith remove all equipment trade fixtures and personal
property belonging to it. Carlisle shall give the City of Muskegon the first right of
refusal to purchase any equipment or trade fixtures purchased by Carlisle. Carlisle
further agrees that all structures and improvements on the Carlisle Space and all
fixtures in Exhibit Bare the property of the City of Muskegon, shall remain upon the
Carlisle Space, and shall be in good usable order and condition, with allowance for
reasonable wear and tear and damage by the elements, and also excepting damage
arising from acts, events and conditions beyond the control of Carlisle. The City of
Muskegon shall have the right upon such expiration or termination to enter upon
and take possession of such property.
28. GENERAL PROVISIONS.
a. Governing Law. This Agreement is executed in accordance with, shall be
governed by, and construed and interpreted in accordance with the laws of the State
of Michigan.
b. Entire Agreement. This Agreement shall constitute the entire agreement, and
shall supersede any other agreements, written or oral, and any contemporaneous or
prior negotiations and representations that may have been made or entered into, by
and between the parties with respect to the subject matter of this Agreement and shall
not be modified or amended except in a subsequent writing signed by the party against
whom enforcement is sought.
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c. Binding Effect. This Agreement shall be binding upon, and inure to the benefit
of and be enforceable by, the parties and their respective legal representatives,
permitted successors and assigns.
d. Counterparts. This Agreement may be executed in counterparts, and each set
of duly delivered identical counterparts which includes all signatories shall be deemed
to be one original document.
e. Full Execution. This Agreement requires the signature of both parties. Until
fully executed, on a single copy or in counterparts, this Agreement is of no binding
force or effect and if not fully executed, this Agreement is void.
f. Non-Waiver. No waiver by any party of any provision of this Agreement shall
constitute a waiver by such party of such provision on any other occasion or a waiver
by such party of any other provision of this Agreement.
g. Severability. Should any one or more of the provisions of this Agreement be
determined to be invalid, unlawful, or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions of this Agreement shall not in
any way be impaired or affected.
h. Assignment or Delegation. Except as otherwise specifically set forth in this
Agreement, neither party shall assign all or any portion of its rights and obligations
contained in this Agreement without the express prior written approval of the other
party, which approval may not be unreasonably withheld.
i. Venue. The parties agree that for purposes of any dispute in connection with
this agreement, the Muskegon County Circuit Court shall have exclusive personal and
subject matter jurisdiction and venue.
j. Terms. Nouns and pronouns will be deemed to refer to the masculine,
feminine, neuter, singular and plural, as the identity of the person or persons, firm or
corporation may in the context require.
k. Fax Signatures. The parties have agreed that fax copies of the signed
Agreement shall constitute a valid, enforceable agreement. Each party will mail
originals to the respective party upon their execution of this Agreement.
I. Notices. Any notice which either party may or is required to give, shall be
given by mailing the same, postage prepaid, to Carlisle at' the address shown above,
or the City of Muskegon at the address shown above, or at other such places as may
be designated by the parties from time to time. Notice shall be sent by regular first-
class mail or by registered or certified mail, return receipt requested.
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Signature Page to the Amendment to Agreement for Management of a
Portion of a Licensed Premises Pursuant to Participating Agreement
Effective Date Qetoaer _i_, 2022
f1&W ~
THE CITY OF MUSKEGON -
By:
Name:
QI.~
Ken~
()wR~
Title: M_
~vor
Date: ~C>v·eltv\b>r \j ,2022
By: \ , ,----.___
Name: Ann Meisch
Title: Clerk
Date: \n\{YV lvY7.,bR. -4 \f , 2022
CARLISLE'S GOODS & LEISURE, LLC -
By: Anol~ "'4 ( C.- 5
Name: ~ _!..--
Title: Ma er
Date: tvov' - I S , 2022
11
Exhibit A
Carlisle Space
(attached)
12
Exhibit B
Carlisle Plans, Specifications, and Fixtures
(attached)
13
Exhibit C
Amortization Schedule
Compound Period: Monthly
Nominal Annual Rate: 5.000 %
CASH FLOW DATA
Event Date Amount Number Period End Date
1 Loan 10/01/2022 439,219.91 1
2 Payment 11/01/2022 3,074.53 216 Monthly 10/01/2040
3 Payment 11/01/2040 4,675.85 1
AMORTIZATION SCHEDULE - Normal Amortization
Date Payment Interest Principal Balance
Loan 10/01/2022 439,219.91
1 11/01/2022 3,074.53 1,830.08 1,244.45 437,975.46
2 12/01/2022 3,074.53 1,824.90 1,249.63 436,725.83
2022 Totals 6,149.06 3,654.98 2,494.08
3 01/01/2023 3,074.53 1,819.69 1,254.84 435,470.99
4 02/01/2023 3,074.53 1,814.46 1,260.07 434,210.92
5 03/01/2023 3,074.53 1,809.21 1,265.32 432,945.60
6 04/01/2023 3,074.53 1,803.94 1,270.59 431,675.01
7 05/01/2023 3,074.53 1,798.65 1,275.88 430,399.13
8 06/01/2023 3,074.53 1,793.33 1,281.20 429,117.93
9 07/01/2023 3,074.53 1,787.99 1,286.54 427,831.39
10 08/01/2023 3,074.53 1,782.63 1,291.90 426,539.49
11 09/01/2023 3,074.53 1,777.25 1,297.28 425,242.21
12 10/01/2023 3,074.53 1,771.84 1,302.69 423,939.52
13 11/01/2023 3,074.53 1,766.41 1,308.12 422,631.40
14 12/01/2023 3,074.53 1,760.96 1,313.57 421,317.83
14
2023 Totals 36,894.36 21,486.36 15,408.00
15 01/01/2024 3,074.53 1,755.49 1,319.04 419,998.79
16 02/01/2024 3,074.53 1,749.99 1,324.54 418,674.25
17 03/01/2024 3,074.53 1,744.48 1,330.05 417,344.20
18 04/01/2024 3,074.53 1,738.93 1,335.60 416,008.60
19 05/01/2024 3,074.53 1,733.37 1,341.16 414,667.44
20 06/01/2024 3,074.53 1,727.78 1,346.75 413,320.69
21 07/01/2024 3,074.53 1,722.17 1,352.36 411,968.33
22 08/01/2024 3,074.53 1,716.53 1,358.00 410,610.33
23 09/01/2024 3,074.53 1,710.88 1,363.65 409,246.68
24 10/01/2024 3,074.53 1,705.19 1,369.34 407,877.34
25 11/01/2024 3,074.53 1,699.49 1,375.04 406,502.30
26 12/01/2024 3,074.53 1,693.76 1,380.77 405,121.53
2024 Totals 36,894.36 20,698.06 16,196.30
27 01/01/2025 3,074.53 1,688.01 1,386.52 403,735.01
28 02/01/2025 3,074.53 1,682.23 1,392.30 402,342.71
29 03/01/2025 3,074.53 1,676.43 1,398.10 400,944.61
30 04/01/2025 3,074.53 1,670.60 1,403.93 399,540.68
31 05/01/2025 3,074.53 1,664.75 1,409.78 398,130.90
32 06/01/2025 3,074.53 1,658.88 1,415.65 396,715.25
33 07/01/2025 3,074.53 1,652.98 1,421.55 395,293.70
34 08/01/2025 3,074.53 1,647.06 1,427.47 393,866.23
35 09/01/2025 3,074.53 1,641.11 1,433.42 392,432.81
36 10/01/2025 3,074.53 1,635.14 1,439.39 390,993.42
37 11/01/2025 3,074.53 1,629.14 1,445.39 389,548.03
38 12/01/2025 3,074.53 1,623.12 1,451.41 388,096.62
2025 Totals 36,894.36 19,869.45 17,024.91
39 01/01/2026 3,074.53 1,617.07 1,457.46 386,639.16
15
40 02/01/2026 3,074.53 1,611.00 1,463.53 385,175.63
41 03/01/2026 3,074.53 1,604.90 1,469.63 383,706.00
42 04/01/2026 3,074.53 1,598.78 1,475.75 382,230.25
43 05/01/2026 3,074.53 1,592.63 1,481.90 380,748.35
44 06/01/2026 3,074.53 1,586.45 1,488.08 379,260.27
45 07/01/2026 3,074.53 1,580.25 1,494.28 377,765.99
46 08/01/2026 3,074.53 1,574.02 1,500.51 376,265.48
47 09/01/2026 3,074.53 1,567.77 1,506.76 374,758.72
48 10/01/2026 3,074.53 1,561.49 1,513.04 373,245.68
49 11/01/2026 3,074.53 1,555.19 1,519.34 371,726.34
50 12/01/2026 3,074.53 1,548.86 1,525.67 370,200.67
2026 Totals 36,894.36 18,998.41 17,895.95
51 01/01/2027 3,074.53 1,542.50 1,532.03 368,668.64
52 02/01/2027 3,074.53 1,536.12 1,538.41 367,130.23
53 03/01/2027 3,074.53 1,529.71 1,544.82 365,585.41
54 04/01/2027 3,074.53 1,523.27 1,551.26 364,034.15
55 05/01/2027 3,074.53 1,516.81 1,557.72 362,476.43
56 06/01/2027 3,074.53 1,510.32 1,564.21 360,912.22
57 07/01/2027 3,074.53 1,503.80 1,570.73 359,341.49
58 08/01/2027 3,074.53 1,497.26 1,577.27 357,764.22
59 09/01/2027 3,074.53 1,490.68 1,583.85 356,180.37
60 10/01/2027 3,074.53 1,484.08 1,590.45 354,589.92
61 11/01/2027 3,074.53 1,477.46 1,597.07 352,992.85
62 12/01/2027 3,074.53 1,470.80 1,603.73 351,389.12
2027 Totals 36,894.36 18,082.81 18,811.55
63 01/01/2028 3,074.53 1,464.12 1,610.41 349,778.71
64 02/01/2028 3,074.53 1,457.41 1,617.12 348,161.59
65 03/01/2028 3,074.53 1,450.67 1,623.86 346,537.73
16
66 04/01/2028 3,074.53 1,443.91 1,630.62 344,907.11
67 05/01/2028 3,074.53 1,437.11 1,637.42 343,269.69
68 06/01/2028 3,074.53 1,430.29 1,644.24 341,625.45
69 07/01/2028 3,074.53 1,423.44 1,651.09 339,974.36
70 08/01/2028 3,074.53 1,416.56 1,657.97 338,316.39
71 09/01/2028 3,074.53 1,409.65 1,664.88 336,651.51
72 10/01/2028 3,074.53 1,402.71 1,671.82 334,979.69
73 11/01/2028 3,074.53 1,395.75 1,678.78 333,300.91
74 12/01/2028 3,074.53 1,388.75 1,685.78 331,615.13
2028 Totals 36,894.36 17,120.37 19,773.99
75 01/01/2029 3,074.53 1,381.73 1,692.80 329,922.33
76 02/01/2029 3,074.53 1,374.68 1,699.85 328,222.48
77 03/01/2029 3,074.53 1,367.59 1,706.94 326,515.54
78 04/01/2029 3,074.53 1,360.48 1,714.05 324,801.49
79 05/01/2029 3,074.53 1,353.34 1,721.19 323,080.30
80 06/01/2029 3,074.53 1,346.17 1,728.36 321,351.94
81 07/01/2029 3,074.53 1,338.97 1,735.56 319,616.38
82 08/01/2029 3,074.53 1,331.73 1,742.80 317,873.58
83 09/01/2029 3,074.53 1,324.47 1,750.06 316,123.52
84 10/01/2029 3,074.53 1,317.18 1,757.35 314,366.17
85 11/01/2029 3,074.53 1,309.86 1,764.67 312,601.50
86 12/01/2029 3,074.53 1,302.51 1,772.02 310,829.48
2029 Totals 36,894.36 16,108.71 20,785.65
87 01/01/2030 3,074.53 1,295.12 1,779.41 309,050.07
88 02/01/2030 3,074.53 1,287.71 1,786.82 307,263.25
89 03/01/2030 3,074.53 1,280.26 1,794.27 305,468.98
90 04/01/2030 3,074.53 1,272.79 1,801.74 303,667.24
91 05/01/2030 3,074.53 1,265.28 1,809.25 301,857.99
17
92 06/01/2030 3,074.53 1,257.74 1,816.79 300,041.20
93 07/01/2030 3,074.53 1,250.17 1,824.36 298,216.84
94 08/01/2030 3,074.53 1,242.57 1,831.96 296,384.88
95 09/01/2030 3,074.53 1,234.94 1,839.59 294,545.29
96 10/01/2030 3,074.53 1,227.27 1,847.26 292,698.03
97 11/01/2030 3,074.53 1,219.58 1,854.95 290,843.08
98 12/01/2030 3,074.53 1,211.85 1,862.68 288,980.40
2030 Totals 36,894.36 15,045.28 21,849.08
99 01/01/2031 3,074.53 1,204.09 1,870.44 287,109.96
100 02/01/2031 3,074.53 1,196.29 1,878.24 285,231.72
101 03/01/2031 3,074.53 1,188.47 1,886.06 283,345.66
102 04/01/2031 3,074.53 1,180.61 1,893.92 281,451.74
103 05/01/2031 3,074.53 1,172.72 1,901.81 279,549.93
104 06/01/2031 3,074.53 1,164.79 1,909.74 277,640.19
105 07/01/2031 3,074.53 1,156.83 1,917.70 275,722.49
106 08/01/2031 3,074.53 1,148.84 1,925.69 273,796.80
107 09/01/2031 3,074.53 1,140.82 1,933.71 271,863.09
108 10/01/2031 3,074.53 1,132.76 1,941.77 269,921.32
109 11/01/2031 3,074.53 1,124.67 1,949.86 267,971.46
110 12/01/2031 3,074.53 1,116.55 1,957.98 266,013.48
2031 Totals 36,894.36 13,927.44 22,966.92
111 01/01/2032 3,074.53 1,108.39 1,966.14 264,047.34
112 02/01/2032 3,074.53 1,100.20 1,974.33 262,073.01
113 03/01/2032 3,074.53 1,091.97 1,982.56 260,090.45
114 04/01/2032 3,074.53 1,083.71 1,990.82 258,099.63
115 05/01/2032 3,074.53 1,075.42 1,999.11 256,100.52
116 06/01/2032 3,074.53 1,067.09 2,007.44 254,093.08
117 07/01/2032 3,074.53 1,058.72 2,015.81 252,077.27
18
118 08/01/2032 3,074.53 1,050.32 2,024.21 250,053.06
119 09/01/2032 3,074.53 1,041.89 2,032.64 248,020.42
120 10/01/2032 3,074.53 1,033.42 2,041.11 245,979.31
121 11/01/2032 3,074.53 1,024.91 2,049.62 243,929.69
122 12/01/2032 3,074.53 1,016.37 2,058.16 241,871.53
2032 Totals 36,894.36 12,752.41 24,141.95
123 01/01/2033 3,074.53 1,007.80 2,066.73 239,804.80
124 02/01/2033 3,074.53 999.19 2,075.34 237,729.46
125 03/01/2033 3,074.53 990.54 2,083.99 235,645.47
126 04/01/2033 3,074.53 981.86 2,092.67 233,552.80
127 05/01/2033 3,074.53 973.14 2,101.39 231,451.41
128 06/01/2033 3,074.53 964.38 2,110.15 229,341.26
129 07/01/2033 3,074.53 955.59 2,118.94 227,222.32
130 08/01/2033 3,074.53 946.76 2,127.77 225,094.55
131 09/01/2033 3,074.53 937.89 2,136.64 222,957.91
132 10/01/2033 3,074.53 928.99 2,145.54 220,812.37
133 11/01/2033 3,074.53 920.05 2,154.48 218,657.89
134 12/01/2033 3,074.53 911.07 2,163.46 216,494.43
2033 Totals 36,894.36 11,517.26 25,377.10
135 01/01/2034 3,074.53 902.06 2,172.47 214,321.96
136 02/01/2034 3,074.53 893.01 2,181.52 212,140.44
137 03/01/2034 3,074.53 883.92 2,190.61 209,949.83
138 04/01/2034 3,074.53 874.79 2,199.74 207,750.09
139 05/01/2034 3,074.53 865.63 2,208.90 205,541.19
140 06/01/2034 3,074.53 856.42 2,218.11 203,323.08
141 07/01/2034 3,074.53 847.18 2,227.35 201,095.73
142 08/01/2034 3,074.53 837.90 2,236.63 198,859.10
143 09/01/2034 3,074.53 828.58 2,245.95 196,613.15
19
144 10/01/2034 3,074.53 819.22 2,255.31 194,357.84
145 11/01/2034 3,074.53 809.82 2,264.71 192,093.13
146 12/01/2034 3,074.53 800.39 2,274.14 189,818.99
2034 Totals 36,894.36 10,218.92 26,675.44
147 01/01/2035 3,074.53 790.91 2,283.62 187,535.37
148 02/01/2035 3,074.53 781.40 2,293.13 185,242.24
149 03/01/2035 3,074.53 771.84 2,302.69 182,939.55
150 04/01/2035 3,074.53 762.25 2,312.28 180,627.27
151 05/01/2035 3,074.53 752.61 2,321.92 178,305.35
152 06/01/2035 3,074.53 742.94 2,331.59 175,973.76
153 07/01/2035 3,074.53 733.22 2,341.31 173,632.45
154 08/01/2035 3,074.53 723.47 2,351.06 171,281.39
155 09/01/2035 3,074.53 713.67 2,360.86 168,920.53
156 10/01/2035 3,074.53 703.84 2,370.69 166,549.84
157 11/01/2035 3,074.53 693.96 2,380.57 164,169.27
158 12/01/2035 3,074.53 684.04 2,390.49 161,778.78
2035 Totals 36,894.36 8,854.15 28,040.21
159 01/01/2036 3,074.53 674.08 2,400.45 159,378.33
160 02/01/2036 3,074.53 664.08 2,410.45 156,967.88
161 03/01/2036 3,074.53 654.03 2,420.50 154,547.38
162 04/01/2036 3,074.53 643.95 2,430.58 152,116.80
163 05/01/2036 3,074.53 633.82 2,440.71 149,676.09
164 06/01/2036 3,074.53 623.65 2,450.88 147,225.21
165 07/01/2036 3,074.53 613.44 2,461.09 144,764.12
166 08/01/2036 3,074.53 603.18 2,471.35 142,292.77
167 09/01/2036 3,074.53 592.89 2,481.64 139,811.13
168 10/01/2036 3,074.53 582.55 2,491.98 137,319.15
169 11/01/2036 3,074.53 572.16 2,502.37 134,816.78
20
170 12/01/2036 3,074.53 561.74 2,512.79 132,303.99
2036 Totals 36,894.36 7,419.57 29,474.79
171 01/01/2037 3,074.53 551.27 2,523.26 129,780.73
172 02/01/2037 3,074.53 540.75 2,533.78 127,246.95
173 03/01/2037 3,074.53 530.20 2,544.33 124,702.62
174 04/01/2037 3,074.53 519.59 2,554.94 122,147.68
175 05/01/2037 3,074.53 508.95 2,565.58 119,582.10
176 06/01/2037 3,074.53 498.26 2,576.27 117,005.83
177 07/01/2037 3,074.53 487.52 2,587.01 114,418.82
178 08/01/2037 3,074.53 476.75 2,597.78 111,821.04
179 09/01/2037 3,074.53 465.92 2,608.61 109,212.43
180 10/01/2037 3,074.53 455.05 2,619.48 106,592.95
181 11/01/2037 3,074.53 444.14 2,630.39 103,962.56
182 12/01/2037 3,074.53 433.18 2,641.35 101,321.21
2037 Totals 36,894.36 5,911.58 30,982.78
183 01/01/2038 3,074.53 422.17 2,652.36 98,668.85
184 02/01/2038 3,074.53 411.12 2,663.41 96,005.44
185 03/01/2038 3,074.53 400.02 2,674.51 93,330.93
186 04/01/2038 3,074.53 388.88 2,685.65 90,645.28
187 05/01/2038 3,074.53 377.69 2,696.84 87,948.44
188 06/01/2038 3,074.53 366.45 2,708.08 85,240.36
189 07/01/2038 3,074.53 355.17 2,719.36 82,521.00
190 08/01/2038 3,074.53 343.84 2,730.69 79,790.31
191 09/01/2038 3,074.53 332.46 2,742.07 77,048.24
192 10/01/2038 3,074.53 321.03 2,753.50 74,294.74
193 11/01/2038 3,074.53 309.56 2,764.97 71,529.77
194 12/01/2038 3,074.53 298.04 2,776.49 68,753.28
2038 Totals 36,894.36 4,326.43 32,567.93
21
195 01/01/2039 3,074.53 286.47 2,788.06 65,965.22
196 02/01/2039 3,074.53 274.86 2,799.67 63,165.55
197 03/01/2039 3,074.53 263.19 2,811.34 60,354.21
198 04/01/2039 3,074.53 251.48 2,823.05 57,531.16
199 05/01/2039 3,074.53 239.71 2,834.82 54,696.34
200 06/01/2039 3,074.53 227.90 2,846.63 51,849.71
201 07/01/2039 3,074.53 216.04 2,858.49 48,991.22
202 08/01/2039 3,074.53 204.13 2,870.40 46,120.82
203 09/01/2039 3,074.53 192.17 2,882.36 43,238.46
204 10/01/2039 3,074.53 180.16 2,894.37 40,344.09
205 11/01/2039 3,074.53 168.10 2,906.43 37,437.66
206 12/01/2039 3,074.53 155.99 2,918.54 34,519.12
2039 Totals 36,894.36 2,660.20 34,234.16
207 01/01/2040 3,074.53 143.83 2,930.70 31,588.42
208 02/01/2040 3,074.53 131.62 2,942.91 28,645.51
209 03/01/2040 3,074.53 119.36 2,955.17 25,690.34
210 04/01/2040 3,074.53 107.04 2,967.49 22,722.85
211 05/01/2040 3,074.53 94.68 2,979.85 19,743.00
212 06/01/2040 3,074.53 82.26 2,992.27 16,750.73
213 07/01/2040 3,074.53 69.79 3,004.74 13,745.99
214 08/01/2040 3,074.53 57.27 3,017.26 10,728.73
215 09/01/2040 3,074.53 44.70 3,029.83 7,698.90
216 10/01/2040 3,074.53 32.08 3,042.45 4,656.45
217 11/01/2040 4,675.85 19.40 4,656.45 0.00
2040 Totals 35,421.15 902.03 34,519.12
Grand Totals 668,774.33 229,554.42 439,219.91
22