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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: May 23, 2023 Title: Lumberjacks Renovations
Submitted By: Jake Laime Department: Arena
Brief Summary: Seeking approval to construct new team space at Trinity Health Arena. In exchange, the
Lumberjacks would like to add an additional renewal option to Lumberjacks Shared Use Agreement.
Detailed Summary & Background:
Muskegon Lumberjacks Organization LLC, parent company of the USHL’s Muskegon Lumberjacks, are
seeking approval to construct a second story office suite above their existing players’ lounge and coaches’
offices. The proposed space would be built into the necessary locker room and supporting medical space
to provide the Lumberjacks the best amenities and continued success in player recruitment while also
providing a much-needed presence and access to and from the arena concourse. All construction would be
fully funded by the Muskegon Lumberjacks Organization LLC. Due to the nature of the cost to build, the
Muskegon Lumberjacks Organization LLC is requesting an additional 10yr renewal option added to their
shared use agreement. Attached is the proposed sixth amendment as well as a general concept of
construction.
Goal/Focus Area/Action Item Addressed: Destination, Community and Quality of Life (Enhanced
Recreation and Services)
Amount Requested: $0 Amount Budgeted: $0
Fund(s) or Account(s): Fund(s) or Account(s):
Recommended Motion: Approve continued exploration for the addition, amendment and authorize the
City Manager 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 [X] Information Technology Veg
Other Division Heads [X}_ | Communication
Legal Review [x] No CO
For City Clerk Use Only:
Commission Action:
Sixth Amendment to Shared Use Agreement
This Sixth Amendment to Shared Use Agreement ("Sixth Amendment’) dated effective
May 23, 2023 ("Effective Date”), is entered into between the City of Muskegon, a municipal
corporation, of 933 Terrace Street, Muskegon, Michigan 49440 (“City”) and Muskegon
Lumberjacks Organization, LLC, a Michigan limited liability company, of 470 W. Western Avenue,
Muskegon, Michigan 49440 (“Lumberjacks”) (collectively, the “Parties”) with reference to the
following facts:
Background
A. The City and WC Hockey, LLC entered onto a Shared Use Agreement dated July 1,
2019, which WC Hockey, LLC has assigned to Muskegon Lumberjacks Organization, LLC.
B. The Shared Use Agreement has been amended by the First Amendment dated July
1, 2019 which revised paragraphs 3 (Term: Early Termination), 12(a) (Shared Sponsorships) and
14(c) (Additional Lease Space, Future Restaurants, Pubs or Retail Space); Second Amendment
dated July 1, 2019 which revised paragraphs 4(c) (Minimum Gross Revenue) and 12(a) (Shared
Sponsorship); Third Amendment dated July 1, 2019 which revised Paragraphs 12 (Sponsorship
and Advertising), 14(a) (Capital Construction), 18 (City Participation), and WZZM Studio
Space; Fourth Amendment dated July 1, 2019 which revised paragraph 14(a) (Capital
Construction); and Fifth Amendment dated July 1, 2021 which revised Paragraph 3 (Term).
C. Pursuant to the Fifth Amendment, effective July 1, 2021, the Lumberjacks
exercised their first of three five-year options to extend the term through July 1, 2026. In
addition to the two remaining five-year options, the Fifth Amendment provided the Lumberjacks
three additional five-year options to extend the term beginning on the expiration of the third
five-year option in July 2036.
D. The Parties desire to enter this Sixth Amendment to provide the Lumberjacks
additional options to extend the term beyond the expiration of the three additional five-year
options provided in the Fifth Amendment in July 2051, subject to conditions provided below.
Therefore, the Agreement is amended as follows:
1. Paragraph 3. Term. Paragraph 3 shall be amended and restated as follows:
Paragraph 3. Term, Options for Extensions, and Conditions for Extensions. The Shared Use
Agreement initial term, extensions for the Shared Use Agreement, and the conditions for the
options shall be:
a. Initial Term and Options. The initial term shall be two years beginning July 1,
2019 and ending June 30, 2021. The Lumberjacks, in their sole discretion, shall have six five-year
Options (each an "Option Term") with Option One commencing July 1, 2021 and ending June
30, 2026; Option Two commencing July 1, 2026 and ending June 30, 2031; Option Three
commencing July 1, 2031 and ending June 30, 2036; Option Four commencing July 1, 2036 and
ending June 30, 2041; Option Five commencing July 1, 2041 and ending June 30, 2046; and
Option Six commencing July 1, 2046 and ending June 30, 2051. Lumberjacks, in their sole
discretion, shall have one ten-year Option ("Option Seven") commencing July 1, 2051 and
ending June 30, 2061. Beginning with Option One, Lumberjacks shall be permitted to terminate
the Shared Use Agreement in any given year on June 30 provided Lumberjacks have provided
City six months advanced written notice of intent to terminate. The Lumberjack's right to
exercise its options to extend the Shared Use Agreement is subject to paragraphs 3 (b), (c), and
(d). The Lumberjacks must exercise its option by providing written notice to City no more than
120 days nor less than 60 days prior to the expiration of the then-current term.
b. Additional Work. Lumberjacks propose to make improvements to the interior of
the Trinity Health Arena (“Additional Work"), as outlined in Exhibit A. City and Lumberjacks
acknowledge that Exhibit A is a preliminary drawing. It is expressly understood and agreed that
City and Lumberjacks shall work together in good faith to negotiate and execute a document
that sets forth mutually agreed upon improvements at the Arena to be performed and paid for
by the Lumberjacks. The right of the Lumberjacks to exercise Option 7 is expressly conditioned
on the Lumberjacks having completed the Additional Work by January 1, 2025
C. Lumberjacks Breach. Lumberjacks may not exercise its right to extend the Shared
Use Agreement if City has notified Lumberjacks that Lumberjacks is in breach of the Shared Use
Agreement and Lumberjacks has not cured the breach prior to the date of the notice of intent to
extend and as of the first date of the extension; provided that such breach could have
reasonably been cured prior to the date of notice of intent to extend. City may waive the breach
in writing or permit the extension and pursue other remedies relating to the default.
d. City Breach. If, at the time Lumberjacks intend to exercise its right to extend the
Shared Use Agreement, Lumberjacks has notified City that City is in breach of the Shared Use
Agreement and City has not cured the breach prior to the date of the notice of intent to extend
and as of the first date of the extension, then Lumberjacks may waive the breach in writing or
exercise its right to extend the Shared Use Agreement and pursue other remedies relating to the
default.
Lumberjacks have provided a notice of the City’s breach relating to an Agreement for
Management of a Portion of a Licensed Premises Pursuant to Participation Agreement with
Carlisle's Goods & Leisure, LLC. Lumberjacks waives any monetary claim for the 2022-2023
hockey season.
2. Consolidation of Agreement and Amendments. The City and the Lumberjacks
recognize that the Shared Use Agreement was entered several years ago, and that there have
been numerous amendments over the years that have substantially altered material provisions
of the Shared Use Agreement and have made the Shared Use Agreement cumbersome. The
City and the Lumberjacks also recognize that since execution of the Shared Use Agreement with
WC Hockey, LLC, City has entered into an Agreement for Management of a Portion of a Licensed
Premises Pursuant to Participation Agreement with Rad Dads’, L.L.C., an Agreement for
Management of a Portion of a Licensed Premises Pursuant to Participation Agreement with
Carlisle's Goods & Leisure, LLC, a Naming Rights Agreement with Trinity Health and concession
agreements. The City and Lumberjacks recognize that City also has contracts with vendors and
providers of services at Trinity Health Arena, some pre-dating the Shared Use Agreement with
Lumberjacks, which may be inconsistent with the Lumberjacks' Shared Use Agreement. The City
and Lumberjacks agree that it would be in their mutual interest for there to be drafted a
Restated Shared Use Agreement for Lumberjacks and an Agreement for Management of a
Portion of a Licensed Premises Pursuant to Participation Agreement with Rad Dads", L.L.C. and
Carlisle's Goods & Leisure, LLC and an appropriate contract with the operator of the concessions
at the Trinity Health Arena. To that end, the City and Lumberjacks agree that City shall attempt
to coordinate meeting with all necessary parties to negotiate one or more new agreements with
Lumberjacks, Rad Dads’ and Carlisle's with the topics of discussion being, but not limited to,
concessions, box office operations, inventory for dominant sponsorship, sponsorship of other
users of the Trinity Health Arena, dates of use of ice time, dates when concession and restaurant
operations may be limited or cancelled, removal of reference of a sub-lease to WZZM, financial
arrangements during the Option Periods, addressing any inconsistent provisions and any other
topic desired by City, Lumberjacks, Rad Dads’, Carlisle's and the concession operator. Until such
time as such future agreement or agreements are executed, City and Lumberjacks expressly
reserve and do not waive any existing rights or future claims each may have under the Shared
Use Agreement,
3. Full Force and Effect. Except as set forth in this Sixth Amendment, the terms and
conditions of the Agreement shall remain in full force and effect.
4. Counterparts/Electronic Signature. This Sixth 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.
5. Full Execution. This Sixth Amendment requires the signature of both parties. Until
fully executed, on a sign copy or in counterparts, this Sixth Amendment is of no binding or
effect and if not fully executed, this Sixth Amendment is void.
The Parties hereto have executed this Sixth Amendment as of the Effective Date.
Lumberjacks — City -
Muskegon Lumberjacks Organization, LLC City of Muskegon
By: Syndienck ae
Name: Andrea Rose Name: Ken Johnson
Title: President of Business Operations Title: City Mayor
Name: Ann Marie Meisch
Title: City Clerk
Exhibit A
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