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HomeMy WebLinkAboutWaterloo Ball Club, LLC-9/22/2014CITY OF WATERLOO Council Communication City Council Meeting: September 22. 2014 Prepared: September 11. 20_14 Dept. Head Signature: `` 77, s _mss # of Attachments 4 SUBJECT: WATERLOO RIVERFRONT STADIUM LEASE Submitted by: Paul Huting, Leisure Services Director Recommended City Council Action: Approve and authorize the Mayor Clark to sign Waterloo Riverfront Stadium Lease with Waterloo Ball Club, LLC, with recommendation of approval from the Leisure Services Commission. Summary Statement: This lease is has been negotiated with Waterloo Ball Club, LLC., new owners of the Waterloo Bucks baseball team. The lease was authored by Chris Wendland in the City Attorney's office. This is a 10- year lease with a 5 -year extension option. Stadium rent payments to the City will gradually climb from $1,250 per month to $1,525 per month over the term of the lease and extension. The proposed lease document is included in this submission, along with correspondence from the new team owners, previous team owners, and the Northwoods Baseball League. Expenditure Required: NA Source of Funds: NA Policy Issue: NA Alternative: NA Background Information: The Leisure Services Commission, at the September 9, 2014 meeting, voted unanimously to recommend that Council approve this lease. Representatives of Waterloo Ball Club, LLC will be present at the Council meeting to answer questions. August 5, 2014 Paul Huting Leisure services Director City of Waterloo 1101 Campbell Ave. Waterloo, IA 50701 Dear Mr. Huting., The Waterloo Ball Club LLC a wholly owned subsidiary of the Cedar Rapids Ball Club Inc. which owns and operates the Cedar Rapids Kernels has entered into an Asset Purchase Agreement with The Twin Sports Group, Inc. to purchase the Waterloo Bucks baseball team. The Asset Purchase Agreement has several conditions that must be met before the scheduled closing date of October 1, 2014. All of these conditions have been met with the exception of the Waterloo Ball Club securing a lease agreement for Riverfront Stadium. We formally request an opportunity to enter into a lease agreement with the City of Waterloo. The Waterloo community has a long and rich baseball history and we are excited to continue this tradition. We have been encouraged by the community's support of the Bucks and we look to creating even stronger ties. Should you have any questions or need additional information, please don't hesitate to contact Doug Nelson at 319-389-8380. Sincerely, Gary ppel President Cedar Rapids Ball Club, Inc. Waterloo Ball Club, LLC Doug' elson General Manager Cedar Rapids Kernels Cedar Rapids Ball Club, Inc. P.O. Box 2001 • ceder Rapids, Iowa 52405-2001 • Phone (319) 363-3887 • Fax (319) 363-5631 (800) 880-3609 • Web Site: www.lwmels.00m • E-mail: kemelsekemelsraom lHW _ WF9T„ Member Ogeetlee Md Meleague PAUL HUTING From: Dick Radatz <radatz@northwoodsleague.com> Sent Tuesday, August 26, 2014 9:50 AM To: PAUL HUTING Ce 'Doug Nelson'; 'Chris Wendland' Subject RE: Stadium Lease Paul, This is good to go from our end. Premature congrats to all, and we look forward to the next 20 years at Riverfront. Sincerely, Dick Radatz, Jr. President 11o,wZocestcAtuP 2900 46 St. SW Rochester, MN 55902 (507) 536-4579 Fax (507) 536-4597 www.northwoodsleague.com From: PAUL HUTING jmailto:PAULHUTING(a1WATERLOO-IA.ORG) Sent: Tuesday, August 26, 2014 9:43 AM To: radatz@northwoodsleague.com Cc: Doug Nelson (DNelson@kernels.com); Chris Wendland (chris.wendland@cbwhlaw.com) Subject: FW: Stadium Lease Good Morning Dick, Attached please find our final draft of the lease for Riverfront Stadium. Subject to your review and approval, both other parties have agreed to move this forward for Leisure Services Commission recommendation (September 9 public meeting) and final City Council Approval at their September 22, 2014 regular meeting. If you are in agreement with the terms in the attached document I will send you 4 originals for your signature and request that you mail them to me at the address below. Thanks! Pwd Leisure Services Director City of Waterloo, Iowa 1101 Campbell Avenue, 50701 (319) 291-4370 ext. 3703, Byrnes Park Office (319) 291-0165 ext, 3760, Cedar Valley SportsPlex Office 1 Twin Sports Group, Inc. Dba Waterloo Bucks Baseball PO Box 4124 Waterloo, Iowa 50704 July 31, 2014 Waterloo Leisure Services Paul Huting Dear Paul, I am writing today to officially inform you, Waterloo Leisure Services, and the City of Waterloo, that we have agreed with Cedar Rapids Baseball to sell them the Waterloo Bucks Baseball Team. We have come to terms on our end, and now would need approval from the City of Waterloo in terms of the lease agreement. As we are near the end of our baseball season, we would like to work fairly quickly to make this transition so they can get to work on next season. Please let me know what I can do on my end or what you might need from me. Thanks again Paul, its been a great many years working together and look forward to the remaining Bucks games. Hoping for a little playoff action, and look forward to catching up soon. Best Regards, Live Marso Waterloo Bucks Baseball Waterloo Riverfront Stadium LEASE AGREEMENT This Lease Agreement (the "Lease") is entered into as of September raa , 2014 by and between the City of Waterloo, Iowa ("Lessor"), Waterloo Ball Club, LLC, an Iowa limited liability company ("Lessee"), and the Northwoods League Inc., a Florida corporation ("Northwoods"). WHEREAS, Lessor owns the city park in Waterloo, Iowa, known as Waterloo Riverfront Stadium; and WHEREAS, Lessee is an affiliate member of the Northwoods League, a summer collegiate baseball league owned and operated by Northwoods; and WHEREAS, Lessee desires to play scheduled baseball games in the facility known as Waterloo Riverfront Stadium and utilize related facilities necessary to conduct a scheduled baseball program with other members of the Northwoods League or a similar college baseball league, and for other events as may be permitted by Lessor; and WHEREAS, under the Affiliation Agreement between Lessee and Northwoods, Northwoods is a required signatory and beneficiary party to any baseball facility lease entered into between a municipality and Lessee. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. RENTAL OF PREMISES; TERM a. Premises. Upon the condition that Lessee pays rent (or Northwoods pays rent on behalf of Lessee or itself) and otherwise abides by all of the provisions of this Lease, Lessor leases to Lessee and Northwoods the following -described real estate, situated in Waterloo, Black Hawk County, Iowa, to -wit: Part of the NW'/4, Section 23, Township 89, Range 13, bounded on the West by the Easterly right-of-way of Avon Avenue extended south to Park Road, on the North by the Southerly right-of-way line of CC&P Railroad, on the East by the Westerly line of Fairview Cemetery, and on the South by the Northerly right-of-way line of Park Road, Unplatted Waterloo East, Black Hawk County, Iowa; locally known as 850 Park Road, Waterloo, Iowa, 50703 and commonly known as Waterloo Riverfront Stadium; with the improvements thereon and all rights, easements, and appurtenances thereto belonging. Except as expressly set forth in this Lease, Northwoods shall have no rights or obligations hereunder or with respect to the leased premises. b. Term; Option to Renew. The term of this Lease is ten (10) years, commencing on October 1, 2014 and continuing until and including September 30, 2024. Lessee shall have the option to renew this Lease for an additional term of five (5) years on the same terms set forth herein, exercisable by delivery of written notice to Lessor no later than March 1, 2024. 2. RENT PAYMENTS. Lessee agrees to pay to Lessor as rent for said term the sum of One Thousand Two Hundred Fifty and 00/100 dollar ($1,250.00) per month, commencing October 1, 2014 and payable thereafter on or before the first (1st) day of each succeeding month during the term of this Lease. Monthly rent shall increase to $1,325.00 at October 1, 2017 and to $1,425.00 at October 1, 2020. If Lessee exercises its renewal option, monthly rent shall increase to $1,525.00 at October 1, 2024. Lessor is under no obligation to use rental revenues for maintenance or improvements of any kind to the leased premises. All sums shall be paid at the address of Lessor as designated herein, or at such other place as Lessor may, from time to time, previously designate in writing. Delinquent payments shall draw interest at 18% per annum, compounded monthly, from the due date, until paid. 3. USE OF PREMISES. Lessee agrees during the term of this Lease to use and occupy the leased premises for baseball purposes only, unless prior written agreement is reached among the parties. a. Revenues; Use Fees. Lessee shall have the exclusive right to all advertising, concessions, souvenirs, and revenue for all events at Waterloo Riverfront Stadium, whether or not such events involve the Northwoods League. For any events scheduled to occur at Waterloo Riverfront Stadium, whether scheduled by Lessee or Lessor, Lessee shall charge a set fee according to a fee structure determined by the Joint Baseball Committee, comprised of those persons listed on Exhibit "A" attached hereto. The fee structure for each year's activities shall be agreed on between the parties to this Lease before the start of the baseball season. b. Use by Others. Lessee agrees and understands that non -Waterloo Bucks baseball teams, including but not limited to the University of Northern Iowa and area high schools, will be encouraged to use Waterloo Riverfront Stadium when not in conflict with Waterloo Bucks baseball uses. Lessor shall have the right to schedule events at Waterloo Riverfront Stadium only when an event does not conflict with Waterloo Bucks Northwoods League schedule for home games. For events scheduled by Lessor, Lessee will not be responsible for any setup, cleanup or associated expenses that are necessary for such events, unless mutually agreed in advance by Lessor and Lessee. c. Conflicts in Scheduling. In the event of a conflict in scheduling of events, Lessor's Director of Leisure Services shall determine the optimum use of the stadium facility with priority consideration given to Lessee. d. No Unlawful Use. Lessee shall make no unlawful use of the leased premises and agrees to comply with all valid regulations, including but not limited to those of the Board of Health, City ordinances, laws of the State of Iowa, and the federal government, but this provision shall not be construed as creating any duty by Lessee to members of the general public. 2 4. CARE AND MAINTENANCE OF PREMISES. Lessee shall be responsible for all routine and preventive maintenance, cleanliness and mowing of the leased premises, including but not limited to the playing field, grandstands, locker rooms, restrooms, concession stands, and public areas within and immediately outside the stadium. Lessee shall be further responsible for litter control in and around the stadium and parking areas as a result of stadium events. All solid waste pickup and disposal for the stadium shall be the sole responsibility of Lessee. Lessee shall provide and maintain all equipment, personnel and supplies necessary to fulfill its duties hereunder, at its sole expense. Lessor may, in its sole discretion, provide pieces of field maintenance equipment for Lessee's use, and Lessee shall be responsible for repair and maintenance of any such equipment. a. Lessee's Duty of Care and Maintenance. Lessee shall be further responsible for the routine maintenance and repair of the water, sewer, and electrical systems (including the playing field lights and scoreboard) during the term of this Lease. All work of repair and maintenance shall be done by persons licensed by the City of Waterloo to engage in their respective trades. At the termination of said Lease, it shall be Lessee's sole responsibility to return said services to Lessor in good working order and substantially the same condition in which they were at the beginning of the Lease term. b. Written Approval for Lessee Improvements or Alterations. Lessee shall obtain prior written approval of Lessor for any improvements or alterations that Lessee desires to make to the Waterloo Riverfront Stadium. Improvements and alterations may be done only by persons licensed by the City of Waterloo to engage in their respective trades. Unless there is prior written agreement to the contrary, any improvements or alterations to the stadium, by whomsoever made, shall be the sole property of Lessor. c. Natural Disasters/Acts of Terrorism. Lessee shall not be responsible for damage to the stadium or leased premises caused by natural disasters or acts of terrorism. d. Snow Removal. Lessor will make a good -faith effort to clear an avenue of travel to the stadium and its offices during time of snow removal. Lessee is responsible for all snow removal inside the fence. e. Access to Premises. During the term of this Lease, Lessee shall provide Lessor with keys necessary to access all parts of the stadium and grounds. f. Lessor Responsibilities. Lessor shall be responsible for structural repairs and for replacement of mechanical equipment, playing field lighting system, plumbing, electrical system, scoreboard and fence, provided that Lessee shall be responsible for routine maintenance and repair of such items, facilities and equipment as stated elsewhere in this Section 4. Lessor's responsibilities hereunder shall be subject to the following terms: i. Lessor is responsible for structural repairs only to the extent that the cost of such repair is classified as a capital expense by generally accepted accounting principles and the repair is not otherwise an obligation of Lessee; 3 ii. Lessor is responsible for replacement, and is not responsible for routine repair or preventive maintenance, of the mechanical equipment, playing field lighting system, plumbing, electrical system, scoreboard and fence, but only to the extent not caused by Lessee's improper or inadequate maintenance, only to the extent that the cost of such replacement is classified as a capital expense by generally accepted accounting principles, and only to the extent allowed by the overall financial condition and ability of Lessor as determined by Lessor in the exercise of its sole discretion. iii. Lessor may also furnish or fund such capital improvements as Lessor deems to be reasonable, necessary, and commensurate with the overall financial condition and ability of Lessor as determined by Lessor in the exercise of its sole discretion. 5. UTILITIES AND SERVICES. Lessee shall pay, before delinquency, all charges for use of telephone, water, gas, heat, electricity, power, air conditioning, garbage disposal, trash disposal, and not limited by the foregoing, all other utilities and services of whatever kind and nature which may be used in or upon the leased premises. 6. SURRENDER OF PREMISES AT END OF TERM—REMOVAL OF FIXTURES. a. Surrender in Reasonable Condition. Lessee agrees that upon termination of this Lease, it shall surrender, yield up and deliver the leased premises in good and clean condition, with the exception of ordinary wear and tear and depreciation arising from lapse of time, or damage caused or happening without fault or liability of Lessee. b. Improvement. Unless otherwise agreed, any improvements, including but not limited to fixtures attached to the Waterloo Riverfront Stadium, shall become the sole property of Lessor at the expiration of this Lease. c. Continuation. Continued possession beyond the expiration date of the term of this Lease by Lessee, and absent a written agreement by both parties for an extension of this Lease or for a new lease, shall constitute a month-to-month extension of this Lease, including the extended use of the office space. 7. ASSIGNMENT AND SUBLETTING. Lessee may not assign this Lease or sublet the premises or any part thereof without Lessor's prior written permission. Any unauthorized assignment or subletting shall, at the option of Lessor, cause a termination of this Lease and immediately accelerate any and all compensation due, and Lessee shall immediately surrender the premises and be bound by all other provisions of this Lease which may apply at that time. 8. INSURANCE AND INDEMNITY. Lessee understands and agrees to obtain insurance coverage for the entire period of this Lease as follows: a. Insurance Coverage. Lessee agrees that it will, at its own expense, procure and maintain casualty and liability insurance in the amount of not less than $2,000,000 per occurrence and $5,000,000 annual aggregate, with limits of $1,000,000 for property damage. Such insurance shall cover liability arising from premises operations, 4 independent contractors, personal injury, products, completed operations and liability assumed under an insured contract, including but not limited to the activities of Lessee, its employees and agents, and providing for no less than thirty (30) days' advance written notice to Lessor before cancellation of such policy or policies. Proof of insurance shall be delivered to Lessor no later than the date of execution of this Lease, and a renewal certificate shall be provided to Lessor prior to expiration of any policy. Lessee and Northwoods acknowledge that Lessor is providing no insurance for the benefit of Lessee or Northwoods. Also see Section 9(b). b. Additional Insured Status. Lessor (City of Waterloo, Iowa, and Waterloo Leisure Services Commission) shall be named as an additional insured on all policies required by this Lease. c. Indemnity. Except as to any negligence of Lessor, Lessee shall protect, indemnify, and hold harmless Lessor and Northwoods from and against any and all claims, demands, causes of action, costs, expenses, damages or liabilities of any type or nature whatsoever, including but not limited to attorneys' fees and expenses, which may arise out this Lease, the tenancy provided for herein, or the use or occupancy of the leased premises by Lessee or by any person claiming through or under Lessee who suffers injury, death, loss, or damage directly or indirectly by the acts or omissions of Lessee or such persons. Except as to any negligence of Lessor, Northwoods shall protect, indemnify, and hold harmless Lessor from and against any and all claims, demands, causes of action, costs, expenses, damages or liabilities of any type or nature whatsoever, including but not limited to attorneys' fees and expenses, which may arise out this Lease, the tenancy provided for herein, or the use or occupancy of the leased premises by Lessee or Northwoods or by any person claiming through or under Lessee or Northwoods who suffers injury, death, loss, or damage directly or indirectly by the acts or omissions of Lessee, Northwoods, or such persons. 9. ALCOHOLIC BEVERAGES. a. Designated Areas. Lessor hereby permits Lessee to sell alcoholic beverages and wine in designated areas. All said sales shall be by Lessee or its agents or employees. Lessee shall retain any revenue generated from said sales. Lessee shall abide by all local, state, and/or federal laws which may apply to the licensing and sale of alcoholic beverages or wine. b. Dram Shop Insurance. Lessee shall provide proof of financial responsibility by the existence of a dram shop liability insurance policy as required by law (which coverage may be included in liability coverage required by Section 8(a) above) in the minimum amount of $2,000,000 per occurrence. Certificates or copies of said policies, naming Lessor as an additional insured, and providing for thirty (30) days' advance written notice to the Lessor before cancellation, shall be delivered to Lessor upon execution of this Lease. A renewal certificate shall be provided to Lessor prior to expiration of any policy. The indemnity provisions of Section 8(c) shall also apply with respect to any and all losses, costs, expenses, damages, and liabilities occasioned by, or 5 arising out of, any claim relating to alcoholic beverages dispensed on the leased premises. Lessee shall provide to Lessor proof of all licenses required by law prior to conducting any sales of alcoholic beverages or wine. Lessee agrees to assume all liability for any and all claims and/or causes of action at law or equity or otherwise which may arise from the dispensing of alcoholic beverages at the stadium. 10. COPYRIGHT. Except for music that is played or performed at an event scheduled by Lessor, Lessee shall be solely responsible for any copyright, licensing or other fees required by law for the playing or performance of any music in Waterloo Riverfront Stadium, whether live or recorded, and shall have the right to contract who plays the music. 11. REVIEW OF OPERATIONS. During the season, the Joint Baseball Committee will meet to review operations. The purpose of this review is not to change the terms of the Lease, but rather to address legitimate operational concerns and to resolve those concerns to the extent practical. 12. TERMINATION OF LEASE AND DEFAULTS OF LESSEE. If Lessee violates or fails to cure any breach of the performance of any provision in this Lease within 30 days after Lessee's and Northwoods' receipt of a written notice of default from Lessor setting forth said violations, it shall be cause, at Lessor's option, to terminate this Lease with acceleration of all amounts due under the Lease and immediate surrender of the premises by Lessee. 13. SIGNS. Lessee shall have the right and privilege of attaching, affixing, painting or exhibiting signs on the leased premises, provided only that any and all signs comply with the ordinances of the City of Waterloo and the laws of the State of Iowa; such signs shall not change the structure of the building; such signs if and when taken down shall not damage the building; and such signs shall be subject to the written approval of Lessor, which approval shall not be unreasonably withheld. 14. RIGHTS CUMULATIVE. The various rights, powers, options, elections, and remedies of either party provided in this Lease shall be construed as cumulative and no one of them as exclusive of the others, or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled as long as any default remains in any way unremedied, unsatisfied, or undischarged. 15. NOTICES AND DEMANDS. Notices as provided for in this Lease shall be given to each of the respective parties hereto at the addresses set forth below: Lessor: Lessee: City of Waterloo Attn: Director of Leisure Services 1101 Campbell Avenue Waterloo, IA 50701 Waterloo Ball Club, LLC Attn: Doug Nelson P.O. Box 2001 Cedar Rapids, IA 52406-2001 6 Northwoods: Richard R. Radatz, Jr., President Northwoods League, Inc. 2900 4th St. SW Rochester, MN 55902 Unless a party notifies the other parties, in writing, of a different address, without prejudice to any other method of communication, such notice shall be considered given under the terms of this Lease when sent, addressed as designated above, by U.S. registered or certified mail, return receipt requested, postage prepaid. Such notice shall be deemed delivered three (3) days after the date it is deposited in a United States mail receptacle. 16. BINDING EFFECT. This Lease is binding upon and shall inure to the benefit of the parties and the respective successors, heirs, administrators, executors, and assigns of each. 17. CHANGES TO BE IN WRITING. None of the covenants, provisions, terms or conditions of this Lease to be kept or performed by Lessor or Lessee shall be in any manner modified, waived, or abandoned, except by a written instrument duly signed by the parties' authorized representatives and delivered to the Lessor and Lessee. This Lease contains the entire agreement of the parties concerning the subject matter hereof. 18. GENERAL PROVISIONS. Time is of the essence in the observance and performance of the terms and provisions of this Lease. This Lease shall be governed by the laws of the State of _ Iowa, and Lessee hereby consents to the exclusive jurisdiction and venue of the Iowa District - Court for Black Hawk County for the resolution of any dispute arising from or related to this Lease. This Lease may be executed in one or more counterparts, each of which will be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Lease Agreement by their duly authorized representatives as of the date first set forth above. CITY OF )ATERLOO, IOWA By: Ernest G. Clark, Mayor tri Attest:, Suzy Sc ri ares, City lerk 7 WATERLOO BALL CLUB, LLC GaryL'`eppel, Man NORTHWOODS LEAGUE, INC. B Richard R. Radatz, Jr., Presi . ent STATE OF IOWA ) ss. BLACK HAWK COUNTY ) On , 2014, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, and who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council as contained in the Resolution adopted by the City Council, under Council Action No. a0r4- 1'43 of the City Council on and that Ernest G. Clark and Suzy Schares acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. a MICHELLE M. WESTPHAL COMMISSION NO. 159063 MY COMMIS SIO4 E)UIES Notary Public, State of Iowa 8 STATE OF IOWA ) ) ss. Li, Yl t� COUNTY) Acknowledged before me on A LA OM S f 21Th , 2014, by M & of Waterloo Ball Club, LLC. (Th int DANIELLE STARR Commission sion Number 781981 My Commission Expires January 02, 2017 STATE OF A i al iaw ;ss L� ,t� OUNTY) Acknowledged before me on -t `) z k1e.opiaci as Notary Public , 2014 by Richard R. Radatz, Jr., as President of Northwoods League, Inc. 9 JAMES E. ZIESMAN - NOTARY PUBLIC - IVMLCHIGAN CRAWFORD �C_QU� TYn, ACTING IN THE COUNTY OIr—__T"� MY CPMMMiION €XPIRMG+ Fgrs MO EXHIBIT "A" JOINT BASEBALL COMMITTEE • Two representatives appointed by Waterloo Ball Club, LLC • Waterloo Director of Leisure Services ■ One representative of Waterloo Leisure Services Commission