Legislative Fiscal Bureau One East Main, Suite 301 • Madison, WI 53703 • (608) 266-3847 • Fax: (608) 267-6873 Email: fiscal.bureau@legis.wisconsin.gov • Website: http://legis.wisconsin.gov/lfb
August 18, 2015
TO: Members Wisconsin Legislature
FROM: Bob Lang, Director
SUBJECT: Summary of 2015 Wisconsin Act 60: Milwaukee Sports Arena
2015 Senate Bill 209 relating to constructing a sports and entertainment arena and related facilities was introduced by, and referred to, the Joint Committee on Finance on July 6, 2015.
On July 15, the bill was withdrawn from the Finance Committee and taken up by the State Senate. The Senate adopted Senate Amendments 1 and 2 to the bill and passed the bill, as amended, by a vote of 21 to 10. On July 28, the State Assembly concurred in SB 209, as passed by the Senate, on a vote of 52-34.
The bill was presented to the Governor on August 6 and signed into law on August 12 as 2015 Wisconsin Act 60. Act 60 was published on August 13 and became generally effective on August 14, 2015.
This document summarizes the provisions of 2015 Wisconsin Act 60.
Summary of Public Funding for the Facility
Sports and Entertainment Facilities Project Public Funding. Expand the authority of the Wisconsin Center District (WCD) to allow the District to issue up to $203 million in bonds to assist in the construction of a sports and entertainment arena and sports and entertainment arena facilities in downtown Milwaukee. In addition, before any state funding could be provided to WCD for the project, the Secretary of the Department of Administration (DOA) would have to determine that the City of Milwaukee has provided at least $47 million and the Wisconsin Center District has issued debt for the development and construction of a sports and entertainment arena facility. The proposal also anticipates that the City will finance the construction of a $35 million parking structure and $12 million in bonds for a tax incremental financing (TIF) District development near the facilities. WCD would provide $203 million in bond proceeds for the project. However, in order to do this, it is anticipated that WCD would receive more than $203 million in bond proceeds, as allowed under the Act, for the following amounts: (a) amounts to pay issuance or administrative expenses; (b) to make deposits to reserve funds; (c) to pay accrued or funded interest; and (d) to pay the costs of credit enhancement. The accrued or funded interest would include any potential capitalization of interest associated with zero coupon bonds that are expected to be issued by WCD. It is likely that WCD would have to issue zero coupon bonds because its current tax revenues are needed to retire the District's existing bonds, and thus, would not be fully available to pay debt service on any new bonds until that current debt is retired.
WCD would use the following revenues to fund the debt service on the bonds they would issue for the project: (a) $55 million in bonding would be supported by a $4 million annual general purpose revenue (GPR) appropriation from the state to make grants to the District, which would sunset in 2035-36 and would be limited to $80 million; (b) $55 million in bonding would be supported by a separate $4 million annual GPR appropriation from the state to make grants to the District which would sunset in 2035-36 and would be offset by a $4 million GPR, annual reduction in the county and municipal aid payment to Milwaukee County; and (c) $93 million in bonding would be financed by indefinitely extending the existing WCD taxes, which would otherwise end after the District's current debt is retired, which is scheduled to occur in 2032.
The Act also specifies that the WCD Board require the sponsor of an event held at a sports and entertainment arena to impose a surcharge on each ticket that is sold to the event equal to $2 on each ticket sold. Estimated revenues from the surcharge would be $2 million annually in the first year after the arena construction is complete and events begin to be held. The WCD Board is required to remit 25% of the surcharge revenues to DOA for deposit in the general fund and the District would retain the remainder of the surcharge revenues, which the Board could use to offset the District's cost for the arena facilities. It is estimated that GPR revenues to the state would increase by approximately $500,000 annually to reflect the deposit of these funds to the general fund, which would offset state's cost for the arena facilities.
The following table lists the principal and estimated interest costs associated with the debt to be issued by the Wisconsin Center District for the sports and entertainment arena facilities in Milwaukee. Milwaukee County staff provided the cost estimate indicated in the table for the debt to be retired using the existing WCD taxes. The state appropriation to WCD, as well as the state appropriation to be offset by a $4.0 million GPR county and municipal aid reduction to Milwaukee County, would each support $55 million in principal, assuming a 3.87% rate and a uniform, 20-year repayment schedule. Although not shown in the table, the revenues from WCD's ticket surcharge will offset a portion of WCD's and the state's costs for the arena.
Page 2 Arena Public Financing -- Proposed WCD Debt*
Funds to Cover WCD Costs Principal Interest** Total
State Appropriation $55,000,000 $25,000,000 $80,000,000 State Appropriation - County Aid Reduction 55,000,000 25,000,000 80,000,000 Wisconsin Center District Taxes 93,000,000 124,250,000 217,250,000
Total $203,000,000 $174,250,000 $377,250,000
* Does not include City of Milwaukee debt for TIF District or parking facilities. ** Incudes estimated capitalization of interest associated with WCD issuing zero coupon bonds, which could be lower if WCD's revenues from a $2 per event ticket surcharge are used to retire debt sooner. Also, doesn’t reflect state receipt of 25% of WCDs ticket surcharge revenues.
State Funding for the Existing Bradley Center. In addition to the state contribution to WCD for the proposed sports and entertainment arena facilities, the state would also provide $10 million GPR in 2016-17 to assist the Bradley Center Sports and Entertainment Corporation in retiring its obligations and any contractual liabilities. Also, on August 12, 2015, the Building Commission approved the release of up to $10 million of general fund supported bonding for maintenance and repair projects at the Bradley Center over the next two years.
Summary of 2015 Act 60 ("Act")
Act 60 makes references to a sponsoring municipality when referring to the City of Milwaukee and to a county with a population over 750,000 that contains a first class city or as the most populous county in which the sponsoring city is located when referring to Milwaukee County. For the purposes of this memorandum, the City of Milwaukee and Milwaukee County will be used when these references are used under the Act to specifically refer to the City and County.
Changes to State and Local Authority
State Appropriations. Create four new state appropriations as follows:
a. Two separate, GPR sum certain appropriations and provide $4.0 million GPR in each appropriation in 2016-17 to make payments to WCD to assist in the development and construction of the District's sports and entertainment home arena facilities. One of the appropriations is related to the $4.0 million annual GPR, county and municipal aid reduction to Milwaukee County, although it would not be statutorily tied to those provisions. Specify that both appropriations would be repealed on June 30, 2036. Require that the appropriation that is not related to the Milwaukee County aid payment reduction provisions under the Act be limited to a cumulative total of $80.0 million.
b. A biennial appropriation funded at $10.0 million GPR in 2016-17 for the payment of grants to the Bradley Center Sports and Entertainment Corporation. Specify that the appropriation would be repealed on June 30, 2017.
Page 3 DOA Authority. Require DOA Secretary to annually remit payments from the two separate GPR appropriations created under the Act to WCD to assist in the development and construction of the District's sports and entertainment arena facilities. Provide that the Secretary may not remit more than a cumulative total of $80,000,000 from one of the appropriations (the payments by DOA to WCD). The other GPR appropriation would not have a limit. Specify that the Secretary may not remit any payment to the District until he or she has determined that the City of Milwaukee has provided at least $47,000,000 to assist WCD in the development and construction of sports and entertainment arena facilities and the District has issued debt to fund the development and construction the facilities. Repeal these provisions on June 30, 2036.
During the 2015-17 biennium, provide the DOA Secretary the authority to make one or more grants to the Bradley Center Sports and Entertainment Corporation for the purpose of assisting the Corporation in retiring its obligations and other financial liabilities. Repeal these provisions on June 30, 2017.
Authorize DOA the authority to provide financial consulting services to the WCD Board.
Legislative Findings. Specify that the Legislature determines that sports and entertainment arena facilities of a local exposition district encourage economic development and tourism in this state, reduce unemployment is this state, preserve business activities within this state, and bring needed capital into this state for the benefit and welfare of people throughout the state. Provide that it is therefore in the public interest and will serve a public purpose, and it is the public policy of this state, to assist a local exposition district in the development and construction of sports and entertainment arena facilities.
Milwaukee County - County and Municipal Aid Reduction. Specify that beginning with the distributions in 2016, and ending with distributions made in 2035, the annual county and municipal aid payment to a county in which a sports and entertainment arena is located would be the amount, as otherwise determined under current law for that county, minus $4,000,000. Reduce the sum sufficient county and municipal aid appropriation by $4,000,000 in 2016-17 to reflect this aid reduction.
Tax Incremental Financing (TIF) District Modifications. For a first class city, make the following modifications to the statutes governing TIF districts:
a. Specify that expenditures made, or estimated to be made, or monetary obligations incurred, or estimated to be incurred, by a first class city to fund parking facilities ancillary to, and within one mile from, public entertainment facilities, including a sports and entertainment arena, would be considered to benefit any TIF district located in whole, or in part, within a one- mile radius of such parking facilities and could be included as project costs;
b. Specify that a grant, loan, or appropriation of funds to assist a local exposition district in the development and construction of sports and entertainment arena facilities would be eligible project costs provided that the city and the local exposition district enter into a development agreement;
c. Allow for payments of projects costs to be made from the proceeds of revenue
Page 4 bonds issued by a redevelopment authority in concert with the city pursuant to an intergovernmental cooperation agreement; and
d. Specify that if a first class city creates a TIF district, and approves a project plan after July 1, 2015, that includes as project costs a grant or loan to a local exposition district for the development and construction of sports and entertainment arena facilities, the current law requirement that the equalized value of the proposed district plus the value increment of all existing districts within the city does not exceed 12% of the total equalized value of property within the city would not apply to that district.
Tax Exemptions. Expand the current law property tax exemption for WCD so that the exemption includes sports and entertainment arena facilities, except that any portion of the sports and entertainment arena facilities, excluding the outdoor plaza area, that is used, leased, or subleased for use as a restaurant or for any use requiring a license for the retail sale of alcoholic beverages and is regularly open to the general public at times when the sports and entertainment arena is not being used for events that involve the arena floor and seating bowl would not be exempt.
Create an income tax exemption for interest received on bonds or notes issued by the City of Milwaukee to assist WCD.
Specify that the sales tax exemption related to materials and services used in the development and construction of the sports and entertainment arena would refer to the sales price from the sale of building materials, supplies, and equipment and the sale of services described under current law and the storage, use, or other consumption of the same property and services used by owners, contractors, subcontractors, or builders if that property or service is acquired solely for or used solely in, the construction or development of sports and entertainment arena facilities. Allow that the exemption would only apply for one year after the DOA Secretary certifies that the development and construction of the District's sports and entertainment arena is completed.
Board of Commissioner of Public Lands (BCPL). Modify BCPL's investment requirements to delete the specific types of fixed income, debt instrument, investments that the Board could invest moneys belonging to the trust funds in and modify various statutory references related to the deletion of the specific investment types. Rather, require the Board to manage and invest moneys belonging to the trust funds in good faith and with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in accordance with existing statutory requirements for the standard and conduct for management of an institutional fund (BCPL would be allowed to invest in a broader variety of investment types than under current law, such as stocks, as long as those investments are prudent).
Include in the definition of a revenue obligation trust fund loan, a loan that is made to WCD for the purpose of financing the acquisition, construction and equipment costs for sports and entertainment arena facilities and is secured by District revenues. Authorize the Board to make a revenue obligation trust fund loan using moneys belonging to the trust funds to WCD for these purposes.
Page 5 Require that an application for a loan by WCD be accompanied by a certified copy of the District Board resolution approving the loan. Extend the current law requirement for certificates of indebtedness to a loan for the District and specify that if the District Board approves the loan application, the certificate of indebtedness must be signed by the Board's chairperson.
Specify that all of the following would apply to all outstanding trust fund loans to WCD:
a. BCPL would be required to transmit to the District Board a certified statement of the amount due on, or before, October 1 of each year, until the loan is paid, and BCPL would have to furnish a copy of each certified statement to DOA;
b. The District Board would be required to remit to BCPL, on its own order, the full amount due for state trust fund loans within 15 days after March 15; and
c. Any payment not made by March 30 would be delinquent and subject to a penalty of 1% per month, or fraction thereof, to be paid to BCPL with the delinquent payment.
Changes to Wisconsin Center District Authority
Delete Existing Sunset of Local Exposition Center Taxes. Delete the current law sunset of the WCD's food and beverage taxes, except as described below for certain grocer retailers, and vehicle rental tax, and local room taxes of a sponsoring municipality provided to WCD. WCD's taxes are currently imposed within its jurisdiction, which includes municipalities wholly or partially contained in Milwaukee County. Under current law, these taxes are scheduled to sunset when all bonds issued by WCD during the first 60 months after April 26, 1994, and any bonds issued to fund or refund those bonds, are retired. These taxes are expected to sunset in 2032, when the bonds are currently expected to be paid off. The Act would extend the taxes indefinitely.
Specify that when the WCD's existing debt, including refunding debt, related to the District's existing exposition center facilities is retired, the District's current food and beverage tax for retailers under North American Industry Classification System (NAICS) sector 44-45, subsector 445 (food and beverage stores, primarily groceries) would be eliminated. Require the District to notify DOR in the manner prescribed by the Department when such bonds and debt are retired. Specify that taxes related to these retailers shall first be used only for the District’s debt service on its bond obligations and after such obligations are retired, the District may use the taxes for any lawful purpose. Allow that the District Board, by a majority vote of its members, may reimpose the taxes on retailers engaged in a retail trade under NAICS sector 44-45, subsector 445.
State statutes impose a maximum limit on the tax rates on the three taxes that WCD can impose as follows: (a) a 0.25% (0.50% with a majority vote of the Board) Districtwide sales tax on certain food and beverage sales; (b) a 3% (4% with a majority vote of the Board) Districtwide sales tax on the rental of passenger cars without drivers; and (c) a basic room tax of up to 3% of total Districtwide room charges. In addition, if the sponsoring municipality is a city of the first class, the city may dedicate its existing room tax to the District.
The WCD taxes were first effective on January 1, 1995. The District Board increased the
Page 6 basic room tax from 2.0% to 2.5% on January 1, 2011, and the food and beverage tax from 0.25% to 0.5% on July 1, 2010. The following table shows the tax rate and the amount of revenue collected for each of the taxes imposed by the WCD for calendar year 2014. As shown, the City of Milwaukee room tax dedicated to the District equals 7% of total room charges.
Wisconsin Center District Collections
2014 2014 Tax Rate Revenues
Basic Room Tax 2.5% $5,415,500 City of Milwaukee Room Tax 7.0 11,827,400 Food and Beverage Tax 0.5 9,568,800 Car Rental Tax 3.0 2,487,800
Total $29,299,500
Event Ticket Surcharge. Specify that the WCD Board require the sponsor of an event held at a sports and entertainment arena to impose a surcharge on each ticket that is sold to the event equal to $2 on each ticket sold. Specify that the event sponsor forward to the District Board any surcharges collected. Require the Board to remit 25% of the surcharge revenues to DOA for deposit in the general fund and the District would retain the remainder of the surcharge revenues. When the arena construction is complete and events begin to be held, it is estimated that GPR revenues to the state would increase by approximately $500,000 annually to reflect the deposit of these funds to the general fund and revenues to the District would increase by approximately $1,500,000 annually associated with the surcharge.
Specify that required provision of the lease between WCD and the team, or its affiliate, that would provide the team, or its affiliate, the right to all revenues associated with the facility, would exclude from those revenues these ticket surcharge revenues received by the District associated with events held at the arena facilities.
Existing Exposition District Board Members. Specify that with regard to the exposition District existing on the effective date of the Act, the terms of office of all members of the District's Board of Directors would expire on the effective date of the Act.
The existing the 15-member Board includes the following members: (a) four members appointed by the Governor, one of which is the DOA Secretary, or the Secretary's designee; (b) the Co-chairpersons of the Joint Committee on Finance or their designees; (c) the City of Milwaukee comptroller or chief financial officer; (d) three members appointed by the Milwaukee County Executive, one of which must be the chief executive officer of a municipality that commits five-fourteenths of its room tax revenues to tourism and conventions within the District; (e) two members appointed by the Mayor of Milwaukee; and (f) three members appointed by the President of the governing body of the City of Milwaukee.
DOA Secretary Authority as Chairperson of Interim District Board. Specify that after the
Page 7 expiration of the terms of the existing Board members, the DOA Secretary would not need to be reappointed and would be required to continue and become chairperson of the District Board on the effective date of the Act. Provide the DOA Secretary the authority to act before all appointed Board members are certified, and specify that the DOA secretary would continue to serve as Chairperson of the Board until he or she certifies that the sports and entertainment arena is complete. Require the DOA Secretary to make this certification as soon as he or she determines, that the sports and entertainment arena is completed, but not later than the first game played in the sports and entertainment arena by the professional basketball team that uses the arena as its home arena.
Require the DOA Secretary, in his or her capacity as Chairperson of the Board, to negotiate the development agreement, lease, and non-relocation agreement on behalf of the District and allow the Secretary to enter into any such development agreement, lease, or non- relocation agreement without the approval of the Board. Specify that any subsequent amendments to, or renewal or extensions of, the development agreement, lease, or non-relocation agreement would require the approval of the District Board.
Interim Exposition District Board Membership and Authority. On the effective date of the Act (August 14, 2015), expand the WCD Board from 15 to 17 members modify the current composition of the Board as follows:
a. Require that two members would be the Speaker of the Assembly and the Majority Leader of the Senate, or their designees, rather than the Co-chairpersons of the Joint Committee on Finance or their designees;
b. Specify that the two additional members would be the Minority Leader of the Assembly and the Minority Leader of the Senate, or their designees;
c. Specify that any designee of a member of the State Legislature to the Board would have to be a member of the same house of the Legislature as the person making the designation.
d. Specify that the members of the State Legislature, or their designees to the Board, and the City of Milwaukee comptroller would become Board members on the effective date of the Act (August 14, 2015); and
e. Specify that the DOA Secretary would have to be a member of the District Board, rather than the Secretary's designee.
Require, not later than 30 days after the effective of the Act, each appointing authority to appoint new members to the Board and certify the appointees to DOA. Specify that the terms of these Board members would expire or terminate upon the earliest occurrence of one of the following: (a) two years after the member is certified to DOA as a member of the Board, as required under current law; (b) the DOA Secretary certifies the sports and entertainment arena construction is complete; or (c) the member's term terminates or expires, as specified under current law.
Page 8 Exposition District Board After Arena Construction. Specify that upon the DOA Secretary certifying that the sports and entertainment arena construction is complete, the District Board membership would be modified as follows:
a. The DOA Secretary could continue to serve on the Board, or may select a designee to serve in his or her place;
b. One member would be the comptroller or chief financial officer of Milwaukee County, rather than an employee or officer of a private sector entity appointed by the County Executive, as allowed under current law;
c. Reduce the number of private members currently appointed by the Milwaukee County Executive from two to one and this appointee would have to continue to be primarily an employee or officer of a private sector entity, that own, operates, or manages an enterprise located in the District, and has significant involvement in the food and beverage industry or the lodging industry (the Executive's other private sector appointment under current law would be replaced by the County comptroller under "b");
d. One member appointed by the Milwaukee County Executive, who is the executive officer, or the officer's designee, of a municipality that meets the current law requirements relating to the contribution of its room tax to an entity that promotes tourism and conventions within the jurisdiction of the exposition District could be either the executive or his or designee (if this condition is not met, as under current law, the County Executive would have to appoint a resident of the District to the Board); and
e. The three private sector entity members previously appointed by the Governor would instead be appointed by the Milwaukee County Executive and the current residency and industry requirements that those appointments are subject to would continue to apply.
As a result of the proposed changes to the Board, after the arena construction is complete, the 17-member Board would include the following members: (a) the DOA Secretary, or designee; (b) the Speaker of the Assembly and Majority Leader of the Senate, or their designees; (c) the Minority Leader of the Assembly and the Minority Leader of the Senate, or their designees; (d) the Milwaukee City and County comptroller or chief financial officer; (e) five members appointed by the Milwaukee County Executive; (f) two members appointed by the Mayor of the City of Milwaukee; and (g) three members appointed by the president of the governing body of the City of Milwaukee.
Require that upon the DOA Secretary issuing a certification that the sports and entertainment arena construction is complete, the terms of all Board members would expire or terminate and each appointing authority would be required to appoint and certify new members to the Board, not later than 30 days after the Secretary issues the certification. Specify that the DOA Secretary, or the Secretary's designee, the four members of the State Legislature to the Board, or their designees, and the City and County comptrollers would be certified as Board members upon the DOA Secretary's certification that arena construction is complete. Within 30 days of the DOA Secretary is certification, require each appointing authority to certify to DOA
Page 9 the names of the persons appointed. Specify that the reconstituted Board may not take any action until a majority of the appointments to the Board are made and certified.
Terms of Office of District Board After Arena Construction. Specify that the current law terms of office would continue to apply, but, to the extent allowed under current law, the terms of office of the members of the Board would be three years, except that for the initial appointments that occur following the DOA Secretary certifying that construction of the arena facility is complete, the terms would be as follows:
a. Three of the appointments would be for one year;
b. Three appointments would be for two years;
c. Three appointments would be for three years;
d. The City and County comptroller appointments would be for the tenure of their position;
e. The DOA Secretary, or the Secretary's designee, would be concurrent with the Secretary's term in office; and
f. The four members of State Legislature, or their designees, would be for their legislative terms of office.
Specify that the length of the initial terms would be jointly determined by the DOA Secretary and the Milwaukee County Executive. Specify that no appointed member would be allowed to serve on the Board for more than six years.
Powers of the District Relative to District Facilities. Specify that the current powers of the District in connection with the exposition center facilities would be extended to include a sports and entertainment arena and sports and entertainment arena facilities. Extend the following powers of the District, as modified in certain instances, to the arena or arena facilities:
a. The authority to acquire, construct, and equip the sports and entertainment arena and sports and entertainment arena facilities, or engage other persons to do these things;
b. If the professional basketball team, or its affiliate, breaches the non-relocation agreement or lease with the District, the District may equip, maintain, operate, improve, and manage the sports and entertainment arena and sports and entertainment arena facilities, or engage other persons to do these things, but only from moneys received from the parent company of the professional basketball team, the professional basketball team, or its affiliate resulting from the breach of the non-relocation agreement or lease.
c. The authority to improve, maintain, and repair real property, except that the District may only improve, maintain and repair sports and entertainment arena facilities, or engage others to do these things, if the professional basketball team, or its affiliate, breaches the non-relocation agreement or lease with the District, and only from moneys received from the parent company of
Page 10 the professional basketball team, the professional basketball team, or its affiliate resulting from the breach of the non-relocation agreement or lease;
d. The authority to acquire property, which would be modified to specify that the District could lease, as lessor or lessee, or use, transfer, or accept transfers of property (this provision would also extend the District's condemnation authority, as allowed under current law, to include a sports and entertainment arena and sports and entertainment arena facilities);
e. The existing authority to enter into contracts, with an increase from $30,000 to $100,000 in the size of a contract that would have to be awarded to the lowest qualified and competent bidder, except that any contract with a professional basketball team would not be subject to these competitive bid requirements;
f. The existing authority to grant concessions; and
g. The newly-created authority to sell, or otherwise dispose of, unneeded or unwanted property (this provision would apply to all exposition District facilities).
Modify various statutory references to reflect the modifications to the powers of the District relative to sports and entertainment arena facilities.
Exemption of Transfer Agreements from Certain Powers of the District. Specify that the general powers of the District to employ personnel, fix and regulate their compensation, and provide, either directly or as a participant in a benefit plan of another governmental entity, any employee benefits, including an employee pension, would not apply to a transfer agreement with the Bradley Centers Sports and Entertainment Corporation. Provide that the District's current law authority to participate in a governmental plan of insurance or self-insurance would not apply to any transfer agreement between the District and the Corporation.
District Development and Non-Relocation Agreements. Require the WCD Board to enter into a development agreement with a professional basketball team, or its affiliate, that requires the professional basketball team or affiliate to develop and construct sports and entertainment arena facilities that will be financed in part by the District and leased to the professional basketball team, or its affiliate. Specify that before a District may sign the development agreement, the team, or its affiliate, would have to enter into a non-relocation agreement with the District and the DOA Secretary would have to certify that the professional basketball team, or its affiliate, has agreed to fund at least $250,000,000 for the development and construction of the sports and entertainment arena facilities.
Specify that in consideration of the District, the state, the City of Milwaukee, and Milwaukee County promising to commit $250,000,000 of financial assistance to the development and construction of the sports and entertainment arena facilities and granting a professional basketball team, or its affiliate, the right to operate and manage the sports and entertainment arena facilities, the professional basketball team would be required to enter into a non-relocation agreement with the District at the time the team enters into the development agreement for the construction of the sports and entertainment arena facilities with the District, that contains all of the following provisions and commitments during the term of the lease:
Page 11 a. The professional basketball team shall play substantially all of its home games at the sports and entertainment arena, once it is constructed;
b. The professional basketball team shall maintain its membership in the National Basketball Association, or a successor league;
c. The professional basketball team shall maintain its headquarters Wisconsin;
d. The professional basketball team shall maintain in its official team name, the name of the City of Milwaukee;
e. The professional basketball team shall not relocate to another political subdivision during the term of the lease;
f. If the professional basketball team is sold or ownership is transferred to another person, the professional basketball team shall ensure that any person who acquires the professional basketball team, including upon foreclosure, commits to acquire the professional basketball team subject to the team's obligations under the non-relocation agreement; and
g. During the last five years of the original 30-year lease, and during any five-year extension of the lease, the professional basketball team may negotiate, and enter into agreements, with third parties regarding the professional basketball team playing its home games at a site different from the site to which the lease applies after the conclusion of the lease.
Team Breach of the Non-Relocation Agreement. Specify that if a breach of the non- relocation agreement occurs, the state, the District, the City of Milwaukee, and Milwaukee County may act collectively to enforce the non-relocation agreement. Allow that if they prevail, they would be entitled to all of the following:
a. Injunctive relief; and
b. Liquidated damages, from the parent company of the professional basketball team, the professional basketball team, or its affiliate, equal to all of the following:
(1) An amount equal to the outstanding balance of principal and accrued, unpaid interest remaining on any debt issued or incurred by the District, the state, the City of Milwaukee, and Milwaukee County for the development and construction of the sports and entertainment arena facilities; and
(2) If the professional basketball team, or its affiliate, at the time of the breach is also in breach of its obligations under the lease with the District to equip, maintain, operate, and repair the sports and entertainment facilities, liquidated damages from the parent team of the professional basketball team, and the professional basketball team, or its affiliate, would also include an amount equal to the cost of performing these obligations during the term of the lease.
Require any liquidated damages to be apportioned among the District, the state, the City of Milwaukee, and Milwaukee County in proportion to that entity's financial contribution toward the development and construction of the sports and entertainment facilities.
Page 12 District Lease Agreement With Team. Specify that the lease between the professional basketball team or its affiliate, and the District would have to contain at least all of the following provisions:
a. The term of the lease shall be for 30 years, plus two extensions of five years each, both extensions at the professional basketball team's or its affiliate's option;
b. Provisions concerning the transfer of the Bradley Center and the land on which it is located, to be conveyed fee title and free and clear of all liens, encumbrances, and obligations except for easements or similar restrictions that do not include a monetary component, from the District to the professional basketball team, or its affiliate, and, following that transfer, the subsequent demolition of the Bradley Center arena structure;
c. If the Bradley Center arena structure is transferred, the professional basketball team, or its affiliate, would be required to pay for all costs related to the demolition of the Bradley Center arena structure;
d. The professional basketball team, or its affiliate, would have to be responsible for equipping, maintaining, operating, improving, and repairing sports and entertainment arena facilities that are constructed pursuant to a development agreement entered into between the District and the team;
e. The professional basketball team, or its affiliate, would be entitled to receive all revenues, other than those associated with the District's ticket surcharge, related to the operation or use of the sports and entertainment arena facilities, including but not limited to ticket revenues, licensing or user fees, sponsorship revenues, revenues generated from events that are held on the plaza that is part of the sports and entertainment arena facilities, revenues from the sale of food, beverages, merchandise, and parking, and revenues from naming rights;
f. Provisions specifying that if the professional basketball team, or its affiliate breaches the non-relocation agreement, the parent company of the team, or its affiliate, would be jointly or severally responsible with the team, or its affiliate, for the costs of equipping, maintaining, operating, improving, and repairing the sports and entertainment arena facilities during the term of the lease; and
g. The lease would have to allow for a separate agreement between the City of Milwaukee and the professional basketball team, or its affiliate, that addresses the development and construction, leasing, operation, maintenance, and repair of a parking structure constructed as part of the sports and entertainment arena facilities and the ownership of, and revenues from, the parking structure.
Specify that if a breach of the lease occurs, the District may enforce the lease.
Bonds of the District. Modify current law related to bonds of a local exposition district as follows:
a. Allow the District to issue bonds for the same costs and purposes related to initially
Page 13 developing and constructing a sports and entertainment arena or sports and entertainment arena facilities that are allowed under current law for an exposition center or exposition center facility;
b. Specify that the maximum amount of bond proceeds that a District may receive from bonds issued to fund the development and construction of sports and entertainment arena facilities is $203,000,000, plus additional proceeds from the bonds to pay issuance or administrative costs related to the bonds, to make deposits in reserve funds related to the bonds, to pay accrued or funded interest on the bonds, and to pay the costs of credit enhancement for the bonds.
c. Specify that the state's current moral obligation pledge related to District bonds would not apply to reserve fund shortfalls related to bonds, including refunding bonds, issued by the District to fund the construction of sports and entertainment arena facilities;
d. Specify that the District may retain DOA as a financial consultant to assist in the coordination and issuance of its bonds; and
e. Specify that the proceeds of the bonds, other than refunding bonds, would be used in connection with a sports and entertainment arena or sports and entertainment arena facilities that serve a statewide public purpose.
Responsibility to Sports and Entertainment Arena Facilities. Specify the following relative to the responsibility to sports and entertainment arena facilities:
a. That neither the state, the City of Milwaukee, nor Milwaukee County would be responsible for equipping, maintaining, operating, improving, and repairing sports and entertainment arena facilities;
b. The District would be responsible only for equipping, maintaining, operating, improving, and repairing sports and entertainment arena facilities during the initial development and construction of those facilities.
c. If the professional basketball team, or its affiliate, breaches the non-relocation agreement or lease with the District, the District would be responsible for equipping, maintaining, operating, or repairing sports and entertainment facilities during the remainder of the lease, but only from moneys received from the parent company of the professional basketball team, the professional basketball team, or its affiliate, resulting from the breach of the non-relocation agreement or lease.
WCD Transfer Agreements Relating to the Bradley Center. Modify WCD's existing authority to enter into transfer agreements to require the District to enter into a separate type of transfer agreement with the Bradley Center Sports and Entertainment Corporation (Corporation). Specify that the District shall enter into one or more transfer agreements with the Corporation regarding the transfer of the Bradley Center or any part of the center, including land that cannot be immediately transferred following the District's execution of a lease for the sports and entertainment arena facilities. Specify that such transfer would be for nominal financial consideration.
Page 14 Specify that following execution of a lease between the District and a professional basketball team and forgiveness by the team of any outstanding debt owed to the professional basketball team by the Corporation, the Corporation would have to transfer to the District the land necessary for the location of a sports and entertainment arena that is owned by the Corporation. Require that the transfer would occur pursuant to any transfers agreements and a transfer schedule certified by the DOA Secretary. Provide that the transfer agreement shall specify that demolition of the Bradley Center must commence not later than 180 days after the center is transferred to the District and that the Bradley Center parking structure may continue to exist and operate.
Specify that within 60 days following the later of the DOA Secretary issuing the certification that construction of a sports and entertainment arena is complete or the expiration of a 180-day written notice delivered by the District to the Corporation of the intended construction completion date, the Corporation would be required to complete the sale, exchange, transfer, or divestiture of any part of the Bradley Center that was not previously transferred.
Modify the current law prohibition that the Corporation could not sell, exchange, or otherwise divest itself of the Bradley Center to allow the Corporation to do so with WCD. Specify that the sale, exchange, transfer, or divestiture of the Bradley Center, or any part of the Center, to WCD would satisfy and terminate any obligation of the Corporation. Except as provided with regard to the transfer of land for the location of a sports and entertainment arena, the Corporation could not act to make this transfer before the DOA Secretary certifies that the construction of the sports and entertainment arena is complete.
Amend various statutory references referring to transfer agreements of WCD to delineate agreements relating to the transfer of the Bradley Center from other transfer agreements.
Milwaukee County Property. Require, as soon as practicable, Milwaukee County to transfer, unencumbered, to WCD, the property known as 929 North Water Street in Milwaukee, which is bounded by the Milwaukee River on the west, East State Street on the north, North Water Street on the east, and East Kilbourn Avenue on the south. Specify that the transfer would take effect upon the adoption of an exposition District Board resolution requesting the transfer and a written proclamation of the Milwaukee County Executive supporting the transfer, notwithstanding any policies issued, ordinances enacted, or resolutions adopted by the Milwaukee County Board to the contrary. Allow that the transfer may take place without the approval of the Milwaukee County Board.
Allowable Local Investments. Specify that the governing Board of a local exposition district would not be subject to the list of investments in which local governments may invest any of its funds not immediately needed.
Dissolution of an Exposition District. Specify that if the exposition District is dissolved the following would occur:
a. Property of the District that does not include sports and entertainment facilities would be transferred to the City of Milwaukee (this is current law for this property); and
Page 15 b. Property of the District that includes sports and entertainment arena facilities would be transferred to the local units of government that compose the District's jurisdiction in such proportions as the DOA Secretary determines fairly and reasonably represent the contributions of each local unit of government to the development, construction, operation, maintenance, or improvement of the property that contains sports and entertainment arena facilities.
Definitions: Create the following definitions under the local exposition district statutes:
a. "Sports and entertainment arena" would mean the arena structure and the land necessary for its location that is used as the home arena of a professional basketball team and for other sports, recreation, and entertainment activities.
b. "Sports and entertainment arena facilities" would mean the sports and entertainment arena and structures, including all fixtures, equipment, and tangible personal property that are used primarily to support the operation of the sports and entertainment arena or are functionally related to the sports and entertainment arena, located on land not to exceed nine contiguous acres in area. Specify that such sports and entertainment arena facilities shall include such land and may include offices of the professional basketball team or its affiliate, parking spaces and garages, storage or loading facilities, access ways, sidewalks, a skywalk, plazas, transportation facilities, and sports team stores located on such land. In addition, sports and entertainment arena facilities would also include a parking structure to be constructed by a professional basketball team or its affiliate in conjunction with the construction of the sports and entertainment arena and to be owned by the sponsoring municipality.
c. "Professional basketball team" would mean a team that is a member of a league of professional basketball teams that have home arenas approved by the league in at least 10 states and a collective average attendance for all league members of at least 10,000 persons per game over the five years immediately preceding the year in which a District is created.
d. "Transfer agreement" would be modified to include a contract between a District and the Bradley Center Sports and Entertainment Corporation that provides the terms and conditions upon which the ownership of the Bradley Center, or any part of the Center, including real property, is transferred from the Bradley Center Sports and Entertainment Corporation to the District.
Local exposition district -- Legislative Findings. Specify that the Legislature finds and determines that the provision of assistance by state agencies, in conjunction with local units of government, to a local exposition district and any expenditure of funds to assist a District serve a statewide public purpose by assisting the development and construction of sports and entertainment arena facilities in the state for providing recreation, by encouraging economic development and tourism, by reducing unemployment, by preserving business activities within the state, and by bringing needed capital into the state for the benefit and welfare of people throughout the state.
Specify that the Legislature also finds and determines that a District serves a public purpose in the District's jurisdiction to the local units of government in which it is located by
Page 16 providing recreation, by encouraging economic development and tourism, by reducing unemployment, by preserving business activities within the District's jurisdiction, and by bringing needed capital into the District's jurisdiction for the benefit and welfare of the people in the District's jurisdiction.
Bradley Center Sports and Entertainment Corporation Dissolution. Modify the requirement that the Corporation may not dissolve and wind up its affairs, unless the Legislature enacts a law ordering dissolution, by deleting the reference to the Legislature's action and, instead, specifying that the Corporation may not dissolve or wind up its affairs except in connection with the sale, exchange, transfer, or divestment of the Bradley Center upon the DOA Secretary certifying that the construction of the sports and entertainment arena of a local exposition center is complete.
Delete obsolete provisions related to the Corporation. Specify that upon dissolution, the Corporation, after making adequate provision for discharging its debts, liabilities, and obligations, would be required to transfer all remaining assets to the state (current law) or to a local exposition center District (new provision).
General Provisions
Sale of a Motor Vehicle. Specify that after December 31, 2015, no individual may sell a motor vehicle, including transferring a junk vehicle by Act of sale, unless, within 30 days of the sale, the seller reports to the Department of Transportation (DOT) the identification number of the vehicle and the identity of the buyer. Require DOT to accept electronically the required information related to the sale of the motor vehicle. This requirement would be in addition to existing provisions related to transferring the certificate of title, which must be done by the new owner promptly upon delivery of the vehicle.
Nonmoving Violations in a First Class City. Allow a first class city to enact an ordinance establishing the period within which a person charged with a nonmoving violation would have to pay the forfeiture or appear in court. Specify that the ordinance shall require that a citation issued for a nonmoving violation must include the date on which the court may act under current law procedures relating to default of appearance unless the person has paid the forfeiture or appeared in court prior to that date. Modify current law provisions relating to the court appearance dates for nonmoving violations and the procedures on default of appearance to allow for these newly-created provisions for the City of Milwaukee.
Regulation of the Stopping, Standing, or Parking of Vehicles. Specify that a local authority with respect to highways under its jurisdiction, including state trunk highways or connecting highways within corporate limits, could enact an ordinance making the owner of the vehicle involved in a violation for stopping, standing, or parking a vehicle jointly liable for the violation.
Registration of Impounded or Towed Vehicles. Provide the governing body of any town, city, village, or county the authority to enact an ordinance requiring that no vehicle that has been impounded or towed may be released unless the motor vehicle is registered, as required by the state, or is exempt from such registration.
Page 17 Modification to Sheriff Sales of Mortgaged Premises Under Judgement. Specify the following provisions related to sheriff sales of mortgaged premises in Milwaukee County:
a. Require that if a mortgaged premises is located in Milwaukee County that no later than ten days after the sale of the mortgaged premises, the sheriff or referee shall do all of the following: (1) file a report of the sale with the clerk of the court; and (2) deliver to the clerk of the court he deed to the mortgaged premises, and after deducting the costs and expenses of the sale, unless the court orders otherwise, the proceeds of the sale ordered by the court.
b. Specify that if a sheriff or referee makes a sale of mortgaged premises located in Milwaukee County under a judgment of foreclosure and sale, all of the following apply:
(1) If the purchaser is not the judgment creditor, before the court may confirm the sale, the purchaser shall provide the judgment creditor with any information required for the judgment creditor to complete the real estate transfer fee, if applicable, any information required for a certificate, waiver, or stipulation required state rental unit energy efficiency statutes;
(2) No later than ten days after the court confirms the sale, the purchaser would have to pay to the court all of the following:
(a) The amount of the real estate transfer fee if any;
(b) The amount of the fee under to record the deed to the mortgaged premises and any other document required for the register of deeds to record the deed, including any certificate, waiver, or stipulation required relating to state rental unit energy efficiency statutes; and
(c) No later than ten days after the court confirms the sale, the judgment creditor would be required to provide to the court the receipt for submitting a real estate transfer fee and any certificate, waiver, or stipulation required under state rental unit energy efficiency statutes.
c. Specify that upon the court confirming the sale of mortgaged premises located in a county and upon compliance by the purchaser with the terms of the sale and the payment of any balance of the sale price to be paid, unless otherwise ordered by the court, the clerk of the court shall transmit the deed to the mortgaged premises received, the receipt for submitting a real estate transfer fee and any certificate, waiver, or stipulation required under state rental unit energy efficiency statutes, and the amount due to record the deed and any other document required to record the deed, and the transfer fee, if any, to the register of deeds of the county.
d. Make various modifications to the statutes and make various cross references in statute to reflect the specific changes to sheriff sale procedures in Milwaukee County.
e. Specify that these provisions would first take effect on the first day of the fifth month beginning after publication and would first apply to a foreclosure action commenced on that effective date.
Prepared by: Al Runde
Page 18 Date of enactment: August 12, 2015 2015 Senate Bill 209 Date of publication*: August 13, 2015 2015 WISCONSIN ACT 60
AN ACT to repeal 16.004 (21), 16.004 (22), 20.855 (4) (cr), 20.855 (4) (cy), 20.855 (4) (dr), 66.0615 (1m) (f) 4., 77.983, 77.992, 79.035 (6), 232.07 (1) and 345.28 (4) (g); to renumber 229.47; to renumber and amend 229.42 (4) (f) and 232.07 (2); to amend 24.605, 24.61 (2) (cm) (intro.), 24.62 (3), 24.67 (1) (intro.), 24.67 (3), 66.0603 (1g) (a), 66.1105 (2) (f) 1. (intro.), 66.1105 (2) (f) 2. (intro.), 70.11 (37), 77.22 (1), 77.98 (3), 77.982 (3), 79.035 (5), 229.26 (4), 229.26 (4m), 229.26 (10), 229.41 (12), 229.42 (4) (intro.), 229.42 (4) (d), 229.42 (4) (e), 229.435, 229.44 (4) (intro.), 229.44 (4) (a), 229.44 (4) (b), 229.44 (4) (c), 229.44 (4) (d), 229.44 (5), 229.44 (6), 229.477, 229.48 (1) (intro.), 229.48 (1) (a), 229.48 (1) (b), 229.48 (1) (c), 229.48 (1) (d), 229.48 (1) (e), 229.48 (1m), 229.48 (2), 229.50 (1) (a) (intro.), 229.50 (1) (d), 229.50 (1) (f), 229.50 (7), 232.05 (3) (a), 232.05 (3) (b), 345.28 (2) (c), 345.37 (intro.), 846.16 (1) and 846.17; to repeal and recreate 24.61 (2) (a) and 79.035 (5); and to create 16.004 (21), 16.004 (22), 16.58 (3), 20.855 (4) (cr), 20.855 (4) (cy), 20.855 (4) (dr), 24.60 (2m) (e), 24.61 (3) (a) 14., 24.66 (3y), 24.67 (1) (q), 24.718, 66.1105 (2) (f) 1. p., 66.1105 (9) (a) 10., 66.1105 (17) (d), 71.05 (1) (c) 6p., 71.26 (1m) (n), 77.54 (62), 77.98 (4), 79.035 (6), 229.40, 229.41 (9e), 229.41 (11e), 229.41 (11g), 229.42 (4) (f) 2., 229.42 (4) (g), 229.42 (4) (h), 229.42 (4e), 229.42 (7) (b) 1m., 229.44 (4) (f), 229.445, 229.461, 229.47 (2), 229.48 (7), 229.54, 232.05 (2) (h), 342.41, 345.28 (2) (d), 349.13 (1d), 349.132, 846.16 (3) and 846.167 of the statutes; relating to: constructing a sports and entertainment arena and related facilities and making appropriations.
The people of the state of Wisconsin, represented in sports and entertainment arena facilities and the local senate and assembly, do enact as follows: exposition district has issued debt to fund the develop- ment and construction of sports and entertainment arena SECTION 1. 16.004 (21) of the statutes is created to facilities. The secretary may not remit from the appropri- read: ation account under s. 20.855 (4) (dr) to a local exposition 16.004 (21) PAYMENT TO LOCAL EXPOSITION DISTRICT. district more than a cumulative total of $80,000,000. (a) Annually, as grants, the secretary shall remit the (b) The legislature finds and determines that sports amounts appropriated under s. 20.855 (4) (cr) and (dr) to and entertainment arena facilities, as defined in s. 229.41 a local exposition district created under subch. II of ch. (11g), encourage economic development and tourism in 229 to assist in the development and construction of this state, reduce unemployment in this state, preserve sports and entertainment arena facilities, as defined in s. business activities within this state, and bring needed 229.41 (11g). The secretary may not remit moneys under capital into this state for the benefit and welfare of people this subsection until the secretary has determined that the throughout the state. It is therefore in the public interest sponsoring municipality has provided at least and will serve a public purpose, and it is the public policy $47,000,000 for the development and construction of of this state, to assist a local exposition district in the
* Section 991.11, WISCONSIN STATUTES: Effective date of acts. “Every act and every portion of an act enacted by the legislature over the governor’s partial veto which does not expressly prescribe the time when it takes effect shall take effect on the day after its date of publication.”
2015 Wisconsin Act 60 − 2 − 2015 Senate Bill 209 development and construction of sports and entertain- Bradley Center Sports and Entertainment Corporation, ment arena facilities under subch. II of ch. 229. created under ch. 232, for the purpose of assisting the cor- SECTION 2. 16.004 (21) of the statutes, as created by poration in retiring its obligations and any contractual lia- 2015 Wisconsin Act .... (this act), is repealed. bilities. SECTION 3. 16.004 (22) of the statutes is created to SECTION 4. 16.004 (22) of the statutes, as created by read: 2015 Wisconsin Act .... (this act), is repealed. 16.004 (22) PAYMENT TO BRADLEY CENTER SPORTS SECTION 5. 16.58 (3) of the statutes is created to read: AND ENTERTAINMENT CORPORATION. During the 2015−17 16.58 (3) The department may provide financial con- fiscal biennium, from the appropriation under s. 20.855 sulting services to a local exposition district created (4) (cy), the secretary may make one or more grants to the under subch. II of ch. 229.
SECTION 6. 20.005 (3) (schedule) of the statutes: at the appropriate place, insert the following amounts for the purposes indicated: 2015−16 2016−17 20.855 Miscellaneous appropriations (4) TAX, ASSISTANCE AND TRANSFER PAYMENTS (cr) Transfer to local exposition district GPR A −0− 4,000,000 (cy) Payment to Bradley Center Sports and Entertainment Corporation GPR B 10,000,000 −0− (dr) Transfer to local exposition district GPR A −0− 4,000,000
SECTION 9. 20.855 (4) (cr) of the statutes is created credited the proceeds from the sale of any public lands on to read: or after May 3, 2006, that are required by law to be depos- 20.855 (4) (cr) Transfer to local exposition district. ited in the funds. Moneys credited to the accounts in the The amounts in the schedule to make payments to a local funds may only be used to invest in land under s. 24.61 exposition district under s. 16.004 (21) (a). (2) (a) 10. and for the payment of expenses necessarily SECTION 10. 20.855 (4) (cr) of the statutes, as created related to investing in land under s. 24.61 (2) (a) 10. by 2015 Wisconsin Act .... (this act), is repealed. SECTION 17. 24.61 (2) (a) of the statutes is repealed SECTION 11. 20.855 (4) (cy) of the statutes is created and recreated to read: to read: 24.61 (2) (a) Authorized investments by board. The 20.855 (4) (cy) Payment to Bradley Center Sports board shall manage and invest moneys belonging to the and Entertainment Corporation. Biennially, the trust funds in good faith and with the care an ordinary amounts in the schedule for the payment of grants to the prudent person in a like position would exercise under Bradley Center Sports and Entertainment Corporation similar circumstances, in accordance with s. 112.11 (3). under s. 16.004 (22). SECTION 18. 24.61 (2) (cm) (intro.) of the statutes is SECTION 12. 20.855 (4) (cy) of the statutes, as created amended to read: by 2015 Wisconsin Act .... (this act), is repealed. 24.61 (2) (cm) Investments in land in this state. SECTION 13. 20.855 (4) (dr) of the statutes is created (intro.) The board may not invest moneys in the purchase to read: of any land under par. (a) 10. unless all of the following 20.855 (4) (dr) Transfer to local exposition district. occur: The amounts in the schedule to make payments to a local SECTION 19. 24.61 (3) (a) 14. of the statutes is created exposition district under s. 16.004 (21) (a). to read: SECTION 14. 20.855 (4) (dr) of the statutes, as created 24.61 (3) (a) 14. A local exposition district created by 2015 Wisconsin Act .... (this act), is repealed. under subch. II of ch. 229 for the purpose of financing SECTION 15. 24.60 (2m) (e) of the statutes is created acquisition, construction, and equipment costs for sports to read: and entertainment arena facilities, as defined in s. 229.41 24.60 (2m) (e) It is made to a local exposition district (11g). created under subch. II of ch. 229 for the purpose of SECTION 20. 24.62 (3) of the statutes is amended to financing acquisition, construction, and equipment costs read: for sports and entertainment arena facilities, as defined in 24.62 (3) If any land purchased under s. 24.61 (2) (a) s. 229.41 (11g), and is secured by district revenues. 10. was at the time of purchase subject to assessment or SECTION 16. 24.605 of the statutes is amended to levy of a real property tax, the board shall make annual read: payments in lieu of property taxes from the proceeds 24.605 Accounts in trust funds for deposit of pro- from the sale of timber or from appropriate trust fund ceeds from sale of certain lands. The board shall estab- incomes to the appropriate local governmental unit in an lish in each of the trust funds an account to which are amount equal to property taxes levied on the land in the
2015 Senate Bill 209 − 3 − 2015 Wisconsin Act 60 year prior to the year in which the board purchased the the loan is paid. The board shall furnish a copy of each land. certified statement to the department of administration. SECTION 21. 24.66 (3y) of the statutes is created to (3) PAYMENT TO BOARD. The local exposition district read: board shall remit to the board on its own order the full 24.66 (3y) LOCAL EXPOSITION DISTRICT. An applica- amount due for state trust fund loans within 15 days after tion for a loan by a local exposition district created under March 15. Any payment not made by March 30 is delin- subch. II of ch. 229 shall be accompanied by a certified quent and is subject to a penalty of 1 percent per month copy of a resolution of the district board of the local or fraction thereof, to be paid to the board with the delin- exposition district approving the loan. quent payment. SECTION 22. 24.67 (1) (intro.) of the statutes is SECTION 30. 66.0603 (1g) (a) of the statutes is amended to read: amended to read: 24.67 (1) (intro.) If the board approves the applica- 66.0603 (1g) (a) In this section, “governing board” tion, it shall cause certificates of indebtedness to be pre- has the meaning given under s. 34.01 (1) but does not pared in proper form and transmitted to the municipality, include a local exposition district board created under cooperative educational service agency, local exposition subch. II of ch. 229 or a local cultural arts district board district created under subch. II of ch. 229, local profes- created under subch. V of ch. 229. sional baseball park district created under subch. III of SECTION 31. 66.0615 (1m) (f) 4. of the statutes is ch. 229, or federated public library system submitting the repealed. application. The certificate of indebtedness shall be exe- SECTION 32. 66.1105 (2) (f) 1. (intro.) of the statutes cuted and signed: is amended to read: SECTION 23. 24.67 (1) (q) of the statutes is created to 66.1105 (2) (f) 1. (intro.) “Project costs” mean any read: expenditures made or estimated to be made or monetary 24.67 (1) (q) For a local exposition district created obligations incurred or estimated to be incurred by the under subch. II of ch. 229, by the chairperson of the dis- city which are listed in a project plan as costs of public trict board. works or improvements within a tax incremental district SECTION 24. 24.67 (3) of the statutes is amended to or, to the extent provided in this subd. 1. (intro.) or subds. read: 1. k., 1. m., and 1. n., without the district, plus any inci- 24.67 (3) If a municipality has acted under subs. (1) dental costs, diminished by any income, special assess- and (2), it shall certify that fact to the board. Upon receiv- ments, or other revenues, including user fees or charges, ing a certification from a municipality, or upon direction other than tax increments, received or reasonably of the board if a loan is made to a cooperative educational expected to be received by the city in connection with the service agency, drainage district created under ch. 88, implementation of the plan. For any tax incremental dis- local exposition district created under subch. II of ch. trict for which a project plan is approved on or after 229, local professional baseball park district created July 31, 1981, only a proportionate share of the costs per- under subch. III of ch. 229, or a federated public library mitted under this subdivision may be included as project system, the board shall disburse the loan amount, payable costs to the extent that they benefit the tax incremental to the treasurer of the municipality, cooperative educa- district, except that expenditures made or estimated to be tional service agency, drainage district, or federated pub- made or monetary obligations incurred or estimated to be lic library system making the loan or as the treasurer of incurred by a 1st class city, to fund parking facilities the municipality, cooperative educational service ancillary to and within one mile from public entertain- agency, drainage district, local exposition district, local ment facilities, including a sports and entertainment professional baseball park district, or federated public arena, shall be considered to benefit any tax incremental library system directs. The certificate of indebtedness district located in whole or in part within a one−mile shall then be conclusive evidence of the validity of the radius of such parking facilities. To the extent the costs indebtedness and that all the requirements of law con- benefit the municipality outside the tax incremental dis- cerning the application for the making and acceptance of trict, a proportionate share of the cost is not a project cost. the loan have been complied with. “Project costs” include: SECTION 25. 24.718 of the statutes is created to read: SECTION 33. 66.1105 (2) (f) 1. p. of the statutes is 24.718 Collections from local exposition districts. created to read: (1) APPLICABILITY. This section applies to all outstanding 66.1105 (2) (f) 1. p. Notwithstanding subd. 2. a., a trust fund loans to local exposition districts created under grant, loan, or appropriation of funds to assist a local subch. II of ch. 229. exposition district created under subch. II of ch. 229 in (2) CERTIFIED STATEMENT. If a local exposition dis- the development and construction of sports and enter- trict has a state trust fund loan, the board shall transmit to tainment arena facilities, as defined in s. 229.41 (11g), the local exposition district board a certified statement of provided that the city and the local exposition district the amount due on or before October 1 of each year until enter into a development agreement.
2015 Wisconsin Act 60 − 4 − 2015 Senate Bill 209 SECTION 34. 66.1105 (2) (f) 2. (intro.) of the statutes submission the grantee or his or her duly authorized agent is amended to read: or other person acquiring an ownership interest under the 66.1105 (2) (f) 2. (intro.) Notwithstanding subd. 1., instrument, or the clerk of court or judgment creditor in except subd. 1. p., none of the following may be included the case of a foreclosure under s. 846.16 (1), shall execute as project costs for any tax incremental district for which a return, signed by both grantor and grantee, on the form a project plan is approved on or after July 31, 1981: prescribed under sub. (2). The register shall enter the fee SECTION 35. 66.1105 (9) (a) 10. of the statutes is paid on the face of the deed or other instrument of con- created to read: veyance before recording, and, except as provided in s. 66.1105 (9) (a) 10. With regard to a tax incremental 77.255, submission of a completed real estate transfer district created by a 1st class city, payment out of the pro- return and collection by the register of the fee shall be ceeds of revenue bonds issued by a redevelopment prerequisites to acceptance of the conveyance for record- authority acting in concert with the city pursuant to a con- ing. The register shall have no duty to determine either tract under s. 66.0301. the correct value of the real estate transferred or the valid- SECTION 36. 66.1105 (17) (d) of the statutes is ity of any exemption or exclusion claimed. If the transfer created to read: is not subject to a fee as provided in this subchapter, the 66.1105 (17) (d) First class city exception. If a 1st reason for exemption shall be stated on the face of the class city creates a tax incremental district and approves conveyance to be recorded by reference to the proper a project plan after July 1, 2015, with project costs that subsection under s. 77.25. include those described under sub. (2) (f) 1. p., the 12 per- SECTION 45. 77.54 (62) of the statutes is created to cent limit specified in sub. (4) (gm) 4. c. does not apply read: to that district. 77.54 (62) The sales price from the sale of building SECTION 37. 70.11 (37) of the statutes is amended to materials, supplies, and equipment and the sale of ser- read: vices described in s. 77.52 (2) (a) 20. to; and the storage, 70.11 (37) LOCAL EXPOSITION DISTRICT. The property use, or other consumption of the same property and ser- of a local exposition district under subch. II of ch. 229, vices by; owners, lessees, contractors, subcontractors, or including sports and entertainment arena facilities, as builders if that property or service is acquired solely for defined in s. 229.41 (11g), except that any portion of the or used solely in, the construction or development of sports and entertainment arena facilities, excluding the sports and entertainment arena facilities, as defined in s. outdoor plaza area, that is used, leased, or subleased for 229.41 (11g), but not later than one year after the secre- use as a restaurant or for any use licensed under ch. 125, tary of administration issues the certification under s. and is regularly open to the general public at times when 229.42 (4e) (d). the sports and entertainment arena, as defined in s. 229.41 SECTION 45d. 77.98 (3) of the statutes is amended to (11e), is not being used for events that involve the arena read: floor and seating bowl, is not exempt under this subsec- 77.98 (3) For Except as provided in sub. (4), for pur- tion. poses of sub. (1) (a), “premises” shall be broadly SECTION 38. 71.05 (1) (c) 6p. of the statutes is created construed and shall include the lobby, aisles, and audito- to read: rium of a theater or the seating, aisles, and parking area 71.05 (1) (c) 6p. A sponsoring municipality borrow- of an arena, a rink, or a stadium, or the parking area of a ing to assist a local exposition district created under drive−in or an outdoor theater. The premises of a caterer subch. II of ch. 229. with respect to catered meals or beverages shall be the SECTION 39. 71.26 (1m) (n) of the statutes is created place where served. to read: SECTION 45e. 77.98 (4) of the statutes is created to 71.26 (1m) (n) Those issued by a sponsoring munici- read: pality to assist a local exposition district created under 77.98 (4) (a) Except as provided in par. (b), the tax subch. II of ch. 229. imposed under this section shall not be imposed on the SECTION 44. 77.22 (1) of the statutes is amended to sale of alcoholic beverages, candy, prepared food, or soft read: drinks sold by a person engaged in the retail trade as a 77.22 (1) There is imposed on the grantor of real food and beverage store, as classified under sector 44−45, estate a real estate transfer fee at the rate of 30 cents for subsector 445, of the North American Industry Classifi- each $100 of value or fraction thereof on every convey- cation System, 1997 edition, published by the U.S. office ance not exempted or excluded under this subchapter. In of management and budget, beginning on the first day of regard to land contracts the value is the total principal the calendar quarter that is at least 120 days after the date amount that the buyer agrees to pay the seller for the real on which the bonds issued by the district under subch. II estate. This fee shall be collected by the register at the of ch. 229 during the first 60 months after April 26, 1994, time the instrument of conveyance is submitted for and any debt issued to fund or refund those bonds, are recording. Except as provided in s. 77.255, at the time of retired. The district shall notify the department of reve-
2015 Senate Bill 209 − 5 − 2015 Wisconsin Act 60 nue, in the manner prescribed by the department, when SECTION 50. 229.26 (4) of the statutes is amended to such bonds and debt are retired. read: (b) Notwithstanding par. (a), the district board may, 229.26 (4) Title to all property real or personal of the by a majority vote of its members, reimpose the tax under convention institution shall be in the name of such city this section on a person engaged in a retail trade, as and shall, except as provided in s. 229.47 (1), be held by described under par. (a). such city for such purposes, but the board shall determine SECTION 45f. 77.982 (3) of the statutes is amended the use to which such property shall be devoted as pro- to read: vided for in this section. 77.982 (3) From the appropriation under s. 20.835 (4) SECTION 51. 229.26 (4m) of the statutes is amended (gg), the department of revenue shall distribute 97.45% to read: of the taxes collected under this subchapter for each dis- 229.26 (4m) A common council that creates a con- trict to that district and shall indicate to the district the vention institution under this section may dissolve the taxes reported by each taxpayer in that district, no later convention institution and the convention institution’s than the end of the month following the end of the calen- board and transfer all of the assets and liabilities owned dar quarter in which the amounts were collected. The or administered by the convention institution if the com- taxes distributed shall be increased or decreased to reflect mon council enters into a transfer agreement under s. subsequent refunds, audit adjustments, and all other 229.47 (1) with a district that has jurisdiction over the ter- adjustments. Interest paid on refunds of the tax under this ritory in which the convention institution is located. subchapter shall be paid from the appropriation under s. SECTION 52. 229.26 (10) of the statutes is amended 20.835 (4) (gg) at the rate under s. 77.60 (1) (a). Those to read: taxes may shall first be used only for the district’s debt 229.26 (10) If the employees who perform services service on its bond obligations, as described in s. 77.98 for the board are included within one or more collective (4). After such obligations are retired, the district may bargaining units under subch. IV of ch. 111 that do not use the taxes for any lawful purpose. Any district that include other employees of the sponsoring municipality, receives a report along with a payment under this subsec- and a collective bargaining agreement exists between the tion is subject to the duties of confidentiality to which the sponsoring municipality and the representative of those department of revenue is subject under s. 77.61 (5) and employees in any such unit, and if the common council (6). enters into a transfer agreement under s. 229.47 (1), the SECTION 46. 77.983 of the statutes is repealed. board shall transfer its functions under that collective SECTION 47. 77.992 of the statutes is repealed. bargaining agreement to a local exposition district under SECTION 48. 79.035 (5) of the statutes is amended to subch. II in accordance with the transfer agreement. read: Upon the effective date of the transfer, the local exposi- 79.035 (5) For Except as provided in sub. (6), for the tion district shall carry out the functions of the employer distribution in 2013 and subsequent years, each county under that agreement. Notwithstanding s. 111.70 (4) (d), and municipality shall receive a payment under this sec- during the term of any such collective bargaining agree- tion that is equal to the amount of the payment deter- ment that is in effect at the time of the transfer, the exist- mined for the county or municipality under this section ing collective bargaining unit to which the agreement for 2012. applies shall not be altered. SECTION 48d. 79.035 (5) of the statutes, as affected SECTION 53. 229.40 of the statutes is created to read: by 2015 Wisconsin Act .... (this act), is repealed and 229.40 Legislative declaration. (1) The legislature recreated to read: finds and determines that the provision of assistance by 79.035 (5) For the distribution in 2013 and subse- state agencies, in conjunction with local units of govern- quent years, each county and municipality shall receive ment, to a district under this subchapter and any expendi- a payment under this section that is equal to the amount ture of funds to assist a district under this subchapter of the payment determined for the county or municipality serve a statewide public purpose by assisting the devel- under this section for 2012. opment and construction of sports and entertainment SECTION 49. 79.035 (6) of the statutes is created to arena facilities in the state for providing recreation, by read: encouraging economic development and tourism, by 79.035 (6) Beginning with the distributions in 2016 reducing unemployment, by preserving business activi- and ending with the distributions in 2035, the annual pay- ties within the state, and by bringing needed capital into ment under this section to a county in which a sports and the state for the benefit and welfare of people throughout entertainment arena, as defined in s. 229.41 (11e), is the state. located shall be the amount otherwise determined for the (2) The legislature finds and determines that a district county under this section, minus $4,000,000. serves a public purpose in the district’s jurisdiction to the SECTION 49d. 79.035 (6) of the statutes, as created by local units of government in which it is located by provid- 2015 Wisconsin Act .... (this act), is repealed. ing recreation, by encouraging economic development
2015 Wisconsin Act 60 − 6 − 2015 Senate Bill 209 and tourism, by reducing unemployment, by preserving 229.42 (4) (intro.) If Subject to sub. (4e), if the sole business activities within the district’s jurisdiction, and sponsoring municipality is a 1st class city, the board of by bringing needed capital into the district’s jurisdiction directors shall consist of 15 17 members, who shall be for the benefit and welfare of people in the district’s juris- qualified and appointed, subject to sub. (7) (b), as fol- diction. lows: SECTION 54. 229.41 (9e) of the statutes is created to SECTION 59. 229.42 (4) (d) of the statutes is amended read: to read: 229.41 (9e) “Professional basketball team” means a 229.42 (4) (d) Three members, 2 of whom shall be team that is a member of a league of professional basket- primarily employees or officers of a private sector entity, ball teams that have home arenas approved by the league shall be appointed by the county executive of the most in at least 10 states and a collective average attendance populous county in which the sponsoring municipality is for all league members of at least 10,000 persons per located and the 2 private sector entity members shall game over the 5 years immediately preceding the year in reside in the county but may not reside in the sponsoring which a district is created. municipality. The 3rd member shall be the chief execu- SECTION 55. 229.41 (11e) of the statutes is created to tive officer of a municipality that contributes a minimum read: of five−fourteenths of its room tax to an entity which pro- 229.41 (11e) “Sports and entertainment arena” motes tourism and conventions within the jurisdiction of means the arena structure and the land necessary for its the district, as that term is used in s. 229.43, except that location that is used as the home arena of a professional if no municipality makes this minimum contribution the basketball team and for other sports, recreation, and 3rd member shall be a resident of the district. The room entertainment activities. tax contribution shall be at least $150,000 each year. The SECTION 56. 229.41 (11g) of the statutes is created to chief executive officer appointed under this paragraph read: shall serve a term that expires 2 years after his or her 229.41 (11g) “Sports and entertainment arena facili- appointment, or shall serve until the expiration of his or ties” means the sports and entertainment arena and struc- her term of elective office, whichever occurs first. This tures, including all fixtures, equipment, and tangible per- paragraph does not apply, and no appointments may be sonal property that are used primarily to support the made under this paragraph, after the secretary of admin- operation of the sports and entertainment arena or are istration issues the certification described in sub. (4e) (d). functionally related to the sports and entertainment SECTION 60. 229.42 (4) (e) of the statutes is amended arena, located on land not to exceed 9 contiguous acres to read: in area. Such sports and entertainment arena facilities 229.42 (4) (e) Four members, one of whom shall be shall include such land and may include offices of the the secretary of administration, or the secretary’s desig- professional basketball team or its affiliate, parking nee, and 3 of whom shall be primarily employees or offi- spaces and garages, storage or loading facilities, access cers of a private sector entity, who shall be appointed by ways, sidewalks, a skywalk, plazas, transportation facili- the governor. Of the 3 members who are officers or ties, and sports team stores located on such land. In addi- employees of a private sector entity, at least one of the tion, “sports and entertainment arena facilities” also appointees shall own, operate or manage an enterprise includes a parking structure to be constructed by a profes- that is located within the district’s jurisdiction and that sional basketball team or its affiliate in conjunction with has significant involvement with the food and beverage the construction of the sports and entertainment arena industry and at least one of the appointees shall own, and to be owned by the sponsoring municipality. operate or manage an enterprise that is located within the SECTION 57. 229.41 (12) of the statutes is amended district’s jurisdiction and that has significant involve- to read: ment with the lodging industry. At least 2 of the appoin- 229.41 (12) “Transfer agreement” means the contract tees under this paragraph shall reside in the district’s between a district and a sponsoring municipality under s. jurisdiction but may not reside in the sponsoring munici- 229.47 (1), or a contract between a district and the Brad- pality. Upon the secretary of administration issuing the ley Center Sports and Entertainment Corporation under certification described in sub. (4e) (d), the secretary may s. 229.47 (2), that provides the terms and conditions upon continue to serve on the board of directors or may select which the ownership and operation of an exposition cen- a designee to serve in his or her place, and the 3 members ter and exposition center facilities are or ownership of the previously appointed by the governor under this para- Bradley Center or any part of the center, including real graph shall be appointed by the county executive of the property, is transferred from a sponsoring municipality or most populous county in which the sponsoring munici- the Bradley Center Sports and Entertainment Corpora- pality is located, subject to the other provisions of this tion to the district. paragraph. SECTION 58. 229.42 (4) (intro.) of the statutes is SECTION 61. 229.42 (4) (f) of the statutes is renum- amended to read: bered 229.42 (4) (f) 1. and amended to read:
2015 Senate Bill 209 − 7 − 2015 Wisconsin Act 60 229.42 (4) (f) 1. Two members, each of whom shall 229.42 (4e) (a) With regard to a district that exists on be a cochairperson of the joint committee on finance one the effective date of this paragraph .... [LRB inserts date], of whom shall be the speaker of the assembly, or his or her notwithstanding the provisions of subs. (4) (a) to (f) and designee, and one of whom shall be the senate majority (7) (b), the terms of office of all members of the board of leader, or his or her designee, if the designee is a member directors shall expire on the effective date of this para- of the same house of the legislature as the cochairperson graph .... [LRB inserts date], except that the secretary of speaker or majority leader who makes the designation. administration shall continue as a board member and he SECTION 61e. 229.42 (4) (f) 2. of the statutes is or she shall become chairperson of the board of directors, created to read: notwithstanding sub. (8). 229.42 (4) (f) 2. Two members, one of whom shall be (b) Not later than 30 days after the effective date of the minority leader of the assembly, or his or her desig- this paragraph .... [LRB inserts date], each appointing nee, and one of whom shall be the senate minority leader, authority under sub. (4) (a) to (e) shall appoint and certify or his or her designee, if the designee is a member of the new members of the board of directors as provided in sub. same house of the legislature as the minority leader who (4) and s. 229.435, except that the secretary of adminis- makes the designation. tration who continues in office as provided in par. (a) SECTION 62. 229.42 (4) (g) of the statutes is created need not be reappointed under sub. (4) (e). The members to read: described in sub. (4) (c) and (f) shall become members of 229.42 (4) (g) Upon the secretary of administration the board of directors on the effective date of this para- issuing the certification described in sub. (4e) (d): graph .... [LRB inserts date]. 1. One member who shall be appointed by the county (c) Notwithstanding the provisions of sub. (3), the executive of the most populous county in which the spon- secretary of administration may act before all board soring municipality is located and who shall be either pri- members appointed as provided in par. (b) are certified. marily an employee or officer of a private sector entity. (d) The secretary of administration shall serve as The appointee shall own, operate, or manage an enter- chairperson of the board of directors until the secretary prise that is located within the district’s jurisdiction and certifies that a sports and entertainment arena, the con- that has either significant involvement with the food and struction of which commences on or after the effective beverage industry or significant involvement with the date of this paragraph .... [LRB inserts date], is com- lodging industry. The appointee under this subdivision pleted. The secretary of administration shall make the shall reside in the district’s jurisdiction but may not reside certification described under this paragraph as soon as he in the sponsoring municipality. or she determines that the sports and entertainment arena 2. One member who shall be appointed by the county is completed, but not later than the first game played in executive of the most populous county in which the spon- the sports and entertainment arena by the professional soring municipality is located and who is the chief execu- basketball team that uses the arena as its home arena. tive officer, or his or her designee, of a municipality that (e) The terms of board members appointed under par. contributes a minimum of five−fourteenths of its room (b) shall expire or terminate upon the earliest occurrence tax to an entity that promotes tourism and conventions of one of the following: within the jurisdiction of the district, as that term is used 1. Two years after the member is certified under s. in s. 229.43. If no municipality makes this minimum con- 229.435. tribution, the county executive shall appoint an addi- 2. The secretary of administration makes the certifi- tional member who shall be a resident of the district. The cation described in par. (d). room tax contribution shall be at least $150,000 each 3. One of the provisions described in sub. (7) (b) 2. year. The chief executive officer described under this or 3. occurs. subdivision shall serve a term that is concurrent with his (f) Upon the secretary of administration issuing the or her term of elective office. certification described in par. (d), which shall cause the SECTION 63. 229.42 (4) (h) of the statutes is created expiration or termination of the terms of all board mem- to read: bers as provided in this subsection, each appointing 229.42 (4) (h) Upon the secretary of administration authority under sub. (4) shall appoint and certify new issuing the certification described in sub. (4e) (d), one members of the board of directors, as provided in sub. (4) member shall be the comptroller of the most populous and s. 229.435, not later than 30 days after the secretary county in which the sponsoring municipality is located, issues the certification. The secretary of administration except that if that county does not have a comptroller, one or the secretary’s designee, and the persons described in member shall be the chief financial officer of the most sub. (4) (c), (f), and (h), are considered to be certified populous county in which the sponsoring municipality is upon the secretary issuing the certification described in located. par. (d). A board of directors consisting of members SECTION 64. 229.42 (4e) of the statutes is created to whose appointments are described under this paragraph read: may not take any action until a majority of board mem-
2015 Wisconsin Act 60 − 8 − 2015 Senate Bill 209 bers so appointed are certified. No individual appointive the district may equip, maintain, improve, operate, and board member may act until he or she is appointed and manage the sports and entertainment arena and sports and certified. entertainment arena facilities, or engage other persons to SECTION 65. 229.42 (7) (b) 1m. of the statutes is do these things, but only from moneys received from the created to read: parent company of the professional basketball team, the 229.42 (7) (b) 1m. Subject to subds. 2. and 3. and sub. professional basketball team, or its affiliate resulting (4) (g), the terms of office of the members of the board of from the breach of the non−relocation agreement or directors shall be 3 years, except that for the initial lease. appointments that occur following the secretary of SECTION 69. 229.44 (4) (b) of the statutes is amended administration issuing the certification described in sub. to read: (4e) (d), 3 of the appointments shall be for one year, 3 229.44 (4) (b) Acquire, lease, use or transfer; lease, appointments shall be for 2 years, and 3 appointments as lessor or lessee; use; or transfer or accept transfers of shall be for 3 years. The comptroller’s appointments property. With the approval of all sponsoring municipali- shall be for the comptroller’s tenure in his or her position. ties of the district, the district may acquire property by The term of the secretary of administration or his or her condemnation using the procedure under s. 32.05 or designee shall be concurrent with the secretary’s term in 32.06. office, and the terms of the persons described in sub. (4) SECTION 70. 229.44 (4) (c) of the statutes is amended (f) shall be their terms in office or the term of the person to read: who designated the board members under sub. (4) (f). 229.44 (4) (c) Improve, maintain, and repair real The length of the initial terms shall be determined jointly property, except that the district may only improve, main- by the secretary of administration and the county execu- tain, and repair the sports and entertainment arena facili- tive of the most populous county in which the sponsoring ties, or engage other persons to do these things, if the pro- municipality is located. With regard to appointed board fessional basketball team or its affiliate breaches the members to whom this subdivision applies, no individual non−relocation agreement or lease under s. 229.461 and may serve on the board of directors for more than 6 years. only from moneys received from the parent company of SECTION 66. 229.435 of the statutes is amended to the professional basketball team, the professional basket- read: ball team, or its affiliate resulting from the breach of the 229.435 Certification of board members. Within non−relocation agreement or lease. 30 days after a sponsoring municipality files an enabling SECTION 71. 229.44 (4) (d) of the statutes is amended resolution under s. 229.42 (1) (b), following the expira- to read: tion of terms as described in s. 229.42 (4e) (a), and upon 229.44 (4) (d) Enter into contracts. All Except as pro- the secretary of administration issuing the certification described in s. 229.42 (4e) (d), each person who may vided in s. 229.461, all contracts, the estimated costs of appoint members to a board of directors under s. 229.42 which exceed $30,000 $100,000, except contracts sub- (4), (5) or (6) shall certify to the department of adminis- ject to s. 229.46 (5) and contracts for personal or profes- tration the names of the persons appointed to the board of sional services, shall be subject to bid and shall be directors under s. 229.42 (5) or (6) or, if the sole sponsor- awarded to the lowest qualified and competent bidder. ing municipality is a 1st class city, the names of the per- The district may reject any bid that is submitted under this sons appointed to the board of directors under s. 229.42 paragraph. (4). SECTION 72. 229.44 (4) (f) of the statutes is created SECTION 67. 229.44 (4) (intro.) of the statutes is to read: amended to read: 229.44 (4) (f) Sell or otherwise dispose of unneeded 229.44 (4) (intro.) Do any of the following in connec- or unwanted property. tion with an exposition center and exposition center facil- SECTION 73. 229.44 (5) of the statutes is amended to ities and sports and entertainment arena and sports and read: entertainment arena facilities: 229.44 (5) Employ personnel, and fix and regulate SECTION 68. 229.44 (4) (a) of the statutes is amended their compensation; and provide, either directly or sub- to read: ject to an agreement under s. 66.0301 or 229.47 (1) as a 229.44 (4) (a) Acquire, construct, equip, maintain, participant in a benefit plan of another governmental improve, operate and manage the exposition center and entity, any employee benefits, including an employee exposition center facilities, or engage other persons to do pension plan. these things. Acquire, construct, and equip the sports and SECTION 74. 229.44 (6) of the statutes is amended to entertainment arena and sports and entertainment arena read: facilities, or engage other persons to do these things. If 229.44 (6) Purchase insurance, establish and admin- the professional basketball team or its affiliate breaches ister a plan of self−insurance or, subject to an agreement the non−relocation agreement or lease under s. 229.461, with another governmental entity under s. 66.0301 or
2015 Senate Bill 209 − 9 − 2015 Wisconsin Act 60 229.47 (1), participate in a governmental plan of insur- (e) The professional basketball team shall not relo- ance or self−insurance. cate to another political subdivision during the term of SECTION 74e. 229.445 of the statutes is created to the lease. read: (f) If the professional basketball team is sold or own- 229.445 Ticket surcharge. The board of directors ership is transferred to another person, the professional shall require the sponsor of an event held at a sports and basketball team shall ensure that any person who entertainment arena to impose a $2 surcharge on each acquires the professional basketball team, including ticket that is sold to the event. The event sponsor shall upon foreclosure, commits to acquire the professional forward to the board of directors any surcharges collected basketball team subject to the team’s obligations under under this section. The board of directors shall submit 25 the non−relocation agreement. percent of the amount received under this section to the (g) During the last 5 years of the original 30−year department of administration for deposit into the general lease, and during any 5−year extension of the lease, the fund and shall retain the remainder for the district. professional basketball team may negotiate, and enter SECTION 75. 229.461 of the statutes is created to read: into agreements, with 3rd parties regarding the profes- 229.461 Development agreement, non−relocation sional basketball team playing its home games at a site agreement, lease. (1) A district shall enter into a devel- different from the site to which the lease applies after the opment agreement with a professional basketball team or conclusion of the lease. its affiliate to require the professional basketball team or (3) The lease between the district and the profes- affiliate to develop and construct sports and entertain- sional basketball team or its affiliate shall contain at least ment arena facilities that will be financed in part by the all of the following: district and, subject to sub. (3) (d), leased to the profes- (a) The term of the lease shall be for 30 years, plus sional basketball team or its affiliate as provided in this 2 extensions of 5 years each, both extensions at the pro- subchapter. Before a district may sign the development fessional basketball team’s or its affiliate’s option. agreement, the secretary of administration shall certify (b) The lease shall contain provisions concerning the that the professional basketball team or its affiliate has transfer of the Bradley Center and the land on which it is agreed to fund at least $250,000,000 to the development located from the district to the professional basketball and construction of the sports and entertainment arena team or its affiliate and, following that transfer, subse- facilities. In addition, the professional basketball team or quent demolition of the Bradley Center arena structure, its affiliate must have entered into the non−relocation consistent with s. 229.47 (2) (c). The district shall convey agreement under sub. (2) before the district may sign the fee title to the professional basketball team or its affiliate development agreement. free and clear of all liens, encumbrances, and obligations, (2) In consideration of the district, this state, a spon- except for easements or similar restrictions that do not soring municipality, and the most populous county in include a monetary component. Provided that the Brad- which the sponsoring municipality is located promising ley Center arena structure is transferred as provided to commit $250,000,000 of financial assistance to the under this paragraph, the lease shall require the profes- development and construction of the sports and enter- sional basketball team or its affiliate to pay for all costs tainment arena facilities and granting a professional bas- related to the demolition of the Bradley Center arena ketball team, or its affiliate, the right to operate and man- structure. age the sports and entertainment arena facilities, the (c) The professional basketball team or its affiliate professional basketball team shall enter into a non−re- shall be responsible for equipping, maintaining, operat- location agreement with the district, before it or its affili- ing, improving, and repairing sports and entertainment ate enters into a development agreement with the district arena facilities that are constructed pursuant to a develop- under sub. (1), that contains all of the following provi- ment agreement entered into under sub. (1). If the profes- sions and commitments during the term of the lease: sional basketball team or its affiliate breaches the devel- (a) The professional basketball team shall play sub- opment agreement or non−relocation agreement, the stantially all of its home games at the sports and entertain- parent company of the professional basketball team shall ment arena, once it is constructed. be jointly and severally responsible with the professional (b) The professional basketball team shall maintain basketball team or its affiliate for the costs of equipping, its membership in the National Basketball Association or maintaining, operating, and repairing the sports and a successor league. entertainment arena facilities during the term of the lease. (c) The professional basketball team shall maintain In addition, the professional basketball team or its affili- its headquarters in this state. ate shall be entitled to receive all revenues, other than sur- (d) The professional basketball team shall maintain charges collected under s. 229.445, related to the opera- in its official team name the name of the sponsoring tion or use of the sports and entertainment arena facilities, municipality. including, but not limited to, ticket revenues, licensing or
2015 Wisconsin Act 60 − 10 − 2015 Senate Bill 209 user fees, sponsorship revenues, revenues generated ment agreement, the non−relocation agreement, or the from events that are held on the plaza that is part of the lease shall require the approval of the board of directors. sports and entertainment arena facilities, revenues from SECTION 76. 229.47 of the statutes is renumbered the sale of food, beverages, merchandise, and parking, 229.47 (1). and revenues from naming rights. SECTION 77. 229.47 (2) of the statutes is created to (d) The lease shall allow for a separate agreement read: between the sponsoring municipality and the profes- 229.47 (2) (a) Subject to s. 232.05 (3) (a), a district sional basketball team or its affiliate that addresses the shall enter into one or more transfer agreements with the development and construction, leasing, operation, main- Bradley Center Sports and Entertainment Corporation tenance, and repair of a parking structure constructed as regarding the transfer of the Bradley Center or any part part of the sports and entertainment arena facilities and of the center, including land that cannot be transferred the ownership of and revenues from the parking struc- under par. (b). Any such transfer shall be for nominal ture. financial consideration. (4) (a) If the professional basketball team or its affili- (b) Following execution of a lease under s. 229.461 ate breaches the lease, the district may enforce the lease. (3) and forgiveness by the professional basketball team (b) If the professional basketball team or its affiliate of any outstanding debt owed to the professional basket- breaches the non−relocation agreement, the state, the dis- ball team by the Bradley Center Sports and Entertain- trict, the sponsoring municipality, and the most populous ment Corporation, the Bradley Center Sports and Enter- county in which the sponsoring municipality is located tainment Corporation shall transfer to the district the land may act individually or collectively to enforce the non− described in s. 229.41 (11e) that is owned by the Bradley relocation agreement and, if they prevail, are entitled to Center Sports and Entertainment Corporation. The trans- all of the following: fer shall occur pursuant to transfer agreements and a par- 1. Injunctive relief. cel transfer schedule certified by the secretary of admin- 2. a. Liquidated damages from the parent company istration. of the professional basketball team, the professional bas- (c) A transfer agreement shall specify that demolition ketball team, or its affiliate in an amount equal to the out- of the Bradley Center will commence not later than 180 standing balance of principal and accrued unpaid interest days after the center is transferred to the district, as remaining on any debt issued or incurred by the district, described in s. 232.05 (2) (h) and that the Bradley Center this state, a sponsoring municipality, and the most popu- parking structure may continue to exist and operate. lous county in which the sponsoring municipality is SECTION 78. 229.477 of the statutes is amended to located for the development and construction of the read: sports and entertainment arena facilities. 229.477 Dissolution of a district. Subject to provid- b. If the professional basketball team or its affiliate, ing for the payment of its bonds, including interest on the at the time of its breach of the non−relocation agreement, bonds, and the performance of its other contractual is also in breach of its obligations under the lease to equip, obligations, a district may be dissolved by the joint action maintain, operate, and repair the sports and entertain- of the district’s board of directors and sponsoring munici- ment arena facilities, liquidated damages from the parent pality. If the district is dissolved, the property of the dis- company of the professional basketball team, the profes- trict that does not include sports and entertainment arena sional basketball team, or its affiliate shall also include an facilities shall be transferred to its sponsoring municipal- amount equal to the cost of performing these obligations ity. Subject to the terms of any lease under s. 229.461 (3), during the term of the lease. the property of the district that does include sports and c. Liquidated damages awarded under this subdivi- entertainment arena facilities shall be transferred to the sion shall be apportioned among the district, this state, a local units of government that compose the district’s sponsoring municipality, and the most populous county jurisdiction in such proportions as the secretary of admin- in which the sponsoring municipality is located in pro- istration determines fairly and reasonably represent the portion to that entity’s financial contributions towards contributions of each local unit of government to the the development and construction of the sports and enter- development, construction, operation, maintenance, or tainment arena facilities. improvement of the property that contains sports and (5) The secretary of administration, in his or her entertainment arena facilities. If the district was created capacity as chairperson of the board of directors, shall by more than one sponsoring municipality, the munici- negotiate the development agreement, the lease, and the palities shall agree on the apportioning of the district’s non−relocation agreement under this section on behalf of property before the district may be dissolved. the district and may enter into any such development SECTION 79. 229.48 (1) (intro.) of the statutes is agreement, non−relocation agreement, or lease without amended to read: the approval of the board of directors. Any subsequent 229.48 (1) (intro.) A district may issue bonds for amendments to, or renewal or extensions of, the develop- costs and purposes that are related to an exposition center
2015 Senate Bill 209 − 11 − 2015 Wisconsin Act 60 or an exposition center facility or sports and entertain- of bonds and shall use the building commission as its ment arena or sports and entertainment arena facilities, financial consultant for bonds secured by a special debt including all of the following: service reserve fund under s. 229.50. SECTION 80. 229.48 (1) (a) of the statutes is amended SECTION 87. 229.48 (7) of the statutes is created to to read: read: 229.48 (1) (a) Costs of acquiring, constructing, 229.48 (7) The maximum amount of bond proceeds equipping, maintaining or improving an exposition cen- that a district may receive from bonds issued to fund the ter or an exposition center facility or initially developing development and construction of sports and entertain- and constructing a sports and entertainment arena or ment arena facilities is $203,000,000. The district may sports and entertainment arena facilities. receive additional proceeds from the bonds to pay SECTION 81. 229.48 (1) (b) of the statutes is amended issuance or administrative costs related to the bonds, to to read: make deposits in reserve funds related to the bonds, to 229.48 (1) (b) Costs of acquiring or improving an pay accrued or funded interest on the bonds, and to pay exposition center site or sports and entertainment arena the costs of credit enhancement for the bonds. facilities site. SECTION 88. 229.50 (1) (a) (intro.) of the statutes is SECTION 82. 229.48 (1) (c) of the statutes is amended amended to read: to read: 229.50 (1) (a) Substantial statewide public purpose. 229.48 (1) (c) Engineering, architectural or consul- (intro.) The proceeds of the bonds, other than refunding tant fees, costs of environmental or feasibility studies, bonds, will be used in connection with an exposition cen- permit and license fees and similar planning or prepara- ter, or an exposition center facility used primarily to sup- tory costs, that are related to an exposition center or port the activities of an exposition center, or a sports and exposition center facility or sports and entertainment entertainment arena, or sports and entertainment arena arena or sports and entertainment arena facilities. facilities, that serves a substantial statewide public pur- SECTION 83. 229.48 (1) (d) of the statutes is amended pose. An exposition center serves a substantial statewide to read: public purpose if all of the following conditions are met: 229.48 (1) (d) Funding budgeted costs for an exposi- SECTION 89. 229.50 (1) (d) of the statutes is amended tion center or exposition center facility or sports and to read: entertainment arena or sports and entertainment arena 229.50 (1) (d) Use of net proceeds. Not more than facilities for the 6−month period immediately following $170,000,000 of the total net proceeds of all bonds, other the completion of its construction or acquisition. than refunding bonds, that would be secured by all spe- SECTION 84. 229.48 (1) (e) of the statutes is amended cial debt service reserve funds of the district will be used to read: for the purposes specified under s. 229.48 (1) (a) to (c), 229.48 (1) (e) Interest on bonds or on any debt that except that no proceeds of the bonds secured by a special is retired with the proceeds of bonds, if the interest is debt service reserve fund may be used to remodel or incurred or is reasonably expected to be incurred during refurbish an existing exposition center or existing the time period beginning a reasonable time period prior exposition center facilities transferred under a transfer to the construction or acquisition of an exposition center agreement under s. 229.47 (1). or exposition center facility or sports and entertainment SECTION 90. 229.50 (1) (f) of the statutes is amended arena or sports and entertainment arena facilities and to read: ending 6 months after the completion of the construction 229.50 (1) (f) Transfer agreement. A sponsoring or acquisition. municipality of the district issuing the bonds has entered SECTION 85. 229.48 (1m) of the statutes is amended into a transfer agreement under s. 229.47 (1) that trans- to read: fers to the district the sponsoring municipality’s interests 229.48 (1m) For financing purposes, exposition cen- in an existing exposition center and exposition center ters and exposition center facilities and sports and enter- facilities created under this subchapter or in an existing tainment arenas and sports and entertainment arena facil- convention institution under s. 229.26. ities are public utilities and tax revenues imposed under SECTION 91. 229.50 (7) of the statutes is amended to s. 66.0615 (1m) (a) and (b) and subchs. VIII and IX of ch. read: 77 are property or income of the public utility. 229.50 (7) STATE MORAL OBLIGATION PLEDGE. If at any SECTION 86. 229.48 (2) of the statutes is amended to time the special debt service reserve fund requirement read: under sub. (5) for a special debt service reserve fund 229.48 (2) All bonds are negotiable for all purposes, exceeds the amount of moneys in the special debt service notwithstanding their payment from a limited source. A reserve fund, the board of directors of the district shall district may retain the building commission, the depart- certify to the secretary of administration, the governor, ment of administration, or any other person as its finan- the joint committee on finance and the governing body of cial consultant to assist with and coordinate the issuance the sponsoring municipality the amount necessary to
2015 Wisconsin Act 60 − 12 − 2015 Senate Bill 209 restore the special debt service reserve fund to an amount tion. Except as provided in s. 229.47 (2) (b), the corpora- equal to the special debt service reserve fund requirement tion may not act under this paragraph before the secretary under sub. (5) for the special debt service reserve fund. of administration issues the certification described in s. If this certification is received by the secretary of admin- 229.42 (4e) (d). istration in an even−numbered year prior to the comple- SECTION 95. 232.05 (3) (b) of the statutes is amended tion of the budget compilation under s. 16.43, the secre- to read: tary shall include the certified amount in the budget 232.05 (3) (b) Dissolve and wind up its affairs, unless compilation. In any case, the joint committee on finance the legislature enacts a law ordering dissolution or except shall introduce in either house, in bill form, an appropria- as provided in s. 232.07 except in connection with the tion of the amount so certified to the appropriate special sale, exchange, transfer, or divestment of the Bradley debt service reserve fund of the district. Recognizing its Center upon the secretary of administration issuing the moral obligation to do so, the legislature hereby certification described in s. 229.42 (4e) (d). expresses its expectation and aspiration that, if ever SECTION 96. 232.07 (1) of the statutes is repealed. called upon to do so, it shall make this appropriation. SECTION 97. 232.07 (2) of the statutes is renumbered This subsection does not apply to reserve fund shortfalls 232.07 and amended to read: related to bonds or any refunding bonds issued by the dis- 232.07 Dissolution. Promptly upon issuance of the trict to fund the construction of sports and entertainment certificate of involuntary Upon dissolution, the corpora- arena facilities. tion shall pay, discharge, or make adequate provision for SECTION 92. 229.54 of the statutes is created to read: discharging its debts, liabilities, and obligations, includ- 229.54 Responsibility to sports and entertainment ing any judgment, order or decree which may be entered arena facilities. (1) Neither the state, a sponsoring against it in any pending legal action, and shall, subject municipality, nor the most populous county in which the to s. 232.05 (3) (a), transfer all remaining assets to the sponsoring municipality is located is responsible for state or to a district, as defined in s. 229.41 (4m). The cor- equipping, maintaining, operating, improving, and poration’s existence shall continue, subject to the limita- repairing sports and entertainment arena facilities. tions on its activities under s. 181.1405. (2) The district is responsible only for equipping, SECTION 98. 342.41 of the statutes is created to read: maintaining, operating, improving, and repairing sports 342.41 Identity of buyer. (1) Notwithstanding s. and entertainment arena facilities during the initial devel- 342.15, after December 31, 2015, no individual may sell opment and construction of the sports and entertainment a motor vehicle to another individual, including transfer- arena facilities. If the professional basketball team or its ring a junk vehicle by bill of sale, unless within 30 days affiliate breaches the non−relocation agreement or lease of the sale the seller reports to the department the identifi- under s. 229.461, the district is responsible for equipping, cation number of the vehicle and the identity of the indi- maintaining, operating, and repairing sports and enter- vidual buyer. tainment arena facilities during the remainder of the (2) The department shall accept electronically infor- lease, but only from moneys received from the parent mation related to the sale of the motor vehicle, including company of the professional basketball team, the profes- all of the information required to be reported under sub. sional basketball team, or its affiliate resulting from the (1). breach of the non−relocation agreement or lease. SECTION 99. 345.28 (2) (c) of the statutes is amended SECTION 93. 232.05 (2) (h) of the statutes is created to read: to read: 345.28 (2) (c) If Subject to par. (d), if the appearance 232.05 (2) (h) Within 60 days following the later of date specified in the citation is inconvenient for the per- the secretary of administration issuing the certification son, he or she may contact the clerk of circuit court or the described in s. 229.42 (4e) (d) or the expiration of 180 municipal court, whichever is applicable, to schedule a days’ written notice delivered by the district to the corpo- more convenient time. The revised date may provide for ration of the intended construction completion date, com- an appearance during an evening session, as required plete the sale, exchange, transfer, or divestiture of any under s. 753.23 or authorized by a court. The Subject to part of the Bradley Center that was not previously trans- par. (d), the court may revise the appearance date. The ferred, as authorized under sub. (3). date specified in the citation applies unless the person SECTION 94. 232.05 (3) (a) of the statutes is amended receives written confirmation of the revised appearance to read: date from the court. 232.05 (3) (a) Sell, exchange, transfer, or otherwise SECTION 100. 345.28 (2) (d) of the statutes is created divest itself of the Bradley center Center except to a dis- to read: trict, as defined in s. 229.41 (4m). The sale, exchange, 345.28 (2) (d) A city of the 1st class may enact an transfer, or divestiture of the Bradley Center, or any part ordinance establishing the period within which a person of the center, to a district, as defined in s. 229.41 (4m), charged with a nonmoving violation shall pay the forfei- shall satisfy and terminate any obligation of the corpora- ture or appear in court. An ordinance under this para-
2015 Senate Bill 209 − 13 − 2015 Wisconsin Act 60 graph shall require that a citation issued for a nonmoving down payment upon the same not less than $100, in violation include the date on which the court may act which case such amount shall be so deposited with the under s. 345.37 unless the person has paid the forfeiture clerk of the court as above provided, and the balance of or appeared in court prior to that date. the sale price shall be paid to the clerk by the purchaser SECTION 101. 345.28 (4) (g) of the statutes is at such sale upon the confirmation thereof. If the highest repealed. bid is less than $100, the whole amount thereof shall be SECTION 102. 345.37 (intro.) of the statutes is so deposited. amended to read: SECTION 110m. 846.16 (3) of the statutes is created 345.37 Procedure on default of appearance. to read: (intro.) If the defendant fails to appear in court at the time 846.16 (3) If the mortgaged premises are located in fixed in the citation or by subsequent postponement, or, a county having a population of 750,000 or more, no later if an ordinance under s. 345.28 (2) (d) applies, not less than 10 days after the sale of the mortgaged premises, the time than the period established in an ordinance under s. sheriff or referee shall do all of the following: 345.28 (2) (d) has elapsed since the person was charged (a) File a report of the sale with the clerk of court. with a nonmoving violation, the following procedure (b) Deliver to the clerk of court all of the following: shall apply: 1. The deed to the mortgaged premises. SECTION 103. 349.13 (1d) of the statutes is created to 2. After deducting the costs and expenses of the sale, read: unless the court orders otherwise, the proceeds of the sale 349.13 (1d) A local authority with respect to high- ordered by the court. ways under its jurisdiction, including state trunk high- SECTION 111m. 846.167 of the statutes is created to ways or connecting highways within corporate limits, read: may enact an ordinance making the owner of the vehicle 846.167 Confirmation of sale and transmittal of involved in a violation under this section jointly liable for deed in populous counties. (1) In this section, “county” the violation. means a county having a population of 750,000 or more. SECTION 104. 349.132 of the statutes is created to (2) If a sheriff or referee makes a sale of mortgaged read: premises located in a county under a judgment of foreclo- 349.132 Authority to require vehicle registration. sure and sale, all of the following apply: The governing body of any town, city, village, or county (a) If the purchaser is not the judgment creditor, may enact an ordinance requiring that no vehicle that has before the court may confirm the sale, the purchaser shall been impounded or towed may be released unless the provide the judgment creditor with any information motor vehicle is registered under ch. 341 or exempt from required for the judgment creditor to complete the real registration under s. 341.05. estate transfer return under s. 77.22 and, if applicable, SECTION 109m. 846.16 (1) of the statutes is amended any information required for a certificate, waiver, or stip- to read: ulation required under s. 101.122. 846.16 (1) The sheriff or referee who makes sale of (b) No later than 10 days after the court confirms the mortgaged premises, under a judgment therefor, shall sale, the purchaser shall pay to the court all of the follow- give notice of the time and place of sale in the manner ing: provided by law for the sale of real estate upon execution 1. The amount of the transfer fee under s. 77.22, if or in such other manner as the court shall in the judgment any. direct; where the department of veterans affairs is also a 2. The amount of the fee under s. 59.43 (2) to record party in the foreclosure action, the judgment shall direct all of the following: that notice of sale be given by registered mail, return a. The deed to the mortgaged premises delivered receipt requested, to the department at Madison, Wiscon- under s. 846.16. sin, at least 3 weeks prior to the date of sale, but such b. Any other document required for the register of requirement does not affect any other provision as to giv- deeds to record the deed, including any certificate, ing notice of sale. The Except as provided in sub. (3) and waiver, or stipulation required under s. 101.122. s. 846.167, the sheriff or referee shall, within 10 days (c) No later than 10 days after the court confirms the thereafter, file with the clerk of the court a report of the sale, the judgment creditor shall provide to the court the sale, and shall also immediately after the sale first deduct receipt for submitting a transfer return under s. 77.22 and any fee due under s. 77.22 (1); then deposit that fee, a any certificate, waiver, or stipulation required under s. return under s. 77.22 and the deed with the clerk of the 101.122. court for transmittal to the register of deeds; then deduct (3) Upon the court confirming the sale of mortgaged the costs and expenses of the sale, unless the court orders premises located in a county and upon compliance by the otherwise, and then deposit with the clerk of the court the purchaser with the terms of the sale and the payment of proceeds of the sale ordered by the court. The sheriff may any balance of the sale price to be paid, unless otherwise accept from the purchaser at such sale as a deposit or ordered by the court, the clerk of the court shall transmit
2015 Wisconsin Act 60 − 14 − 2015 Senate Bill 209 the deed to the mortgaged premises received under s. such deed so executed to the defaulting purchaser shall be 846.16, the receipt for submitting a transfer return under destroyed by said clerk, and shall be of no effect. In the s. 77.22, any certificate, waiver, or stipulation required event that such sale is not confirmed by the court, the under s. 101.122, the amount due under s. 59.43 (2) to clerk shall forthwith refund to the purchaser at such sale record the deed and any other document required to the amount so paid or deposited by the purchaser, and record the deed, and the transfer fee, if any, to the register shall likewise destroy such sheriff’s deed so executed, of deeds of the county. and the same shall be of no effect, and a resale of the SECTION 112m. 846.17 of the statutes is amended to premises shall be had upon due notice thereof. read: SECTION 115.0Nonstatutory provisions. 846.17 Deed, execution and effect of. Upon any (1) CERTAIN MILWAUKEE COUNTY PROPERTY. As soon such sale being made the sheriff or referee making the as practicable, Milwaukee County shall transfer, unen- same, on compliance with its terms, shall make and exe- cumbered, to a district created under subchapter II of cute to the purchaser, the purchaser’s assigns or personal chapter 229 of the statutes, the property known as 929 representatives, a deed of the premises sold, setting forth North Water Street, Milwaukee, Wisconsin, which is each parcel of land sold to the purchaser and the sum paid bounded by the Milwaukee River on the west; East State therefor, which deed, upon confirmation of such sale, Street on the north; North Water Street on the east; and shall vest in the purchaser, the purchaser’s assigns or per- East Kilbourn Avenue on the south. The transfer shall sonal representatives, all the right, title and interest of the take effect upon the adoption of a resolution requesting mortgagor, the mortgagor’s heirs, personal representa- the transfer by the board of directors under section 229.41 tives and assigns in and to the premises sold and shall be (2) of the statutes and a written proclamation of the Mil- a bar to all claim, right of equity of redemption therein, waukee County executive supporting the transfer, not- of and against the parties to such action, their heirs and withstanding any policies issued, ordinances enacted, or personal representatives, and also against all persons resolutions adopted by the Milwaukee County board to claiming under them subsequent to the filing of the notice the contrary. The transfer may take place without the of the pendency of the action in which such judgment was approval of the Milwaukee County board. rendered; and the purchaser, the purchaser’s heirs or (2m) FORECLOSURE PROCESS IN POPULOUS COUNTIES. assigns shall be let into the possession of the premises so The treatment of sections 846.16 (1) and (3), 846.167, sold on production of such deed or a duly certified copy and 846.17 of the statutes first applies to a foreclosure thereof, and the court may, if necessary, issue a writ of action commenced on the effective date of this subsec- assistance to deliver such possession. Such deed or deeds tion. so made and executed by the sheriff as above set forth SECTION 116.0Effective dates. This act takes effect shall be forthwith delivered by the sheriff to the clerk of on the day after publication, except as follows: the court to be held by the clerk until the confirmation of (1) PAYMENT TO BRADLEY CENTER SPORTS AND the sale, and upon the confirmation thereof the clerk of ENTERTAINMENT CORPORATION. The repeal of sections the court shall thereupon pay to the parties entitled 16.004 (22) and 20.855 (4) (cy) of the statutes takes effect thereto, or to their attorneys, the proceeds of the sale, and, on June 30, 2017. except as provided in s. 846.167, shall deliver to the pur- (2d) SHARED REVENUE. The repeal and recreation of chaser, the purchaser’s assigns or personal representa- section 79.035 (5) of the statutes and the repeal of section tives, at the sale such deed upon compliance by such pur- 79.035 (6) of the statutes take effect on June 30, 2036. chaser with the terms of such sale, and the payment of any (2m) FORECLOSURE PROCESS IN POPULOUS COUNTIES. balance of the sale price to be paid. In the event of the The treatment of sections 846.16 (1) and (3), 846.167, failure of such purchaser to pay any part of the purchase and 846.17 of the statutes and SECTION 115 (2m) of this price remaining to be paid within 10 days after the con- act take effect on the first day of the 5th month beginning firmation of such sale, the amount so deposited shall be after publication. forfeited and paid to the parties who would be entitled to (3) PAYMENT TO A LOCAL EXPOSITION DISTRICT. The the proceeds of such sale as ordered by the court, and a repeal of sections 16.004 (21) and 20.855 (4) (cr) and (dr) resale shall be had of said premises, and in such event of the statutes takes effect on June 30, 2036.
LAND TRANSFER AGREEMENT
(Block 1 —Bradley Center to Wisconsin Center District)
This Land Transfer Agreement ("A~reement") is entered into as of this 13th day of April, 2016 ("Effective Date"), by and between the BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION, a public body corporate and politic created pursuant to chapter 232 of the Wisconsin Statutes ("BCSEC"), and the WISCONSIN CENTER DISTRICT, a public body corporate and politic special purpose district created pursuant to chapter 229 of the Wisconsin Statutes ("District"). BCSEC and District are referred to herein each as a "Party" and collectively as the "Parties."
I~CITALS
A. BCSEC is the owner of certain real property and improvements located in the City of Milwaukee, Milwaukee County, Wisconsin, legally described and shown by survey on Exhibit A, attached hereto (the "Block 1 PropertX").
B. Pursuant to 2015 Wisconsin Act 60, the Wisconsin State Legislature adopted certain legislation to facilitate the financing and construction of a new professional sports and entertainment arena to be located in the City of Milwaukee (the "Arena").
C. The District has notified BCSEC that the Block 1 Property constitutes land necessary for location of the Arena.
D. Pursuant to Wis. Stats. § 232.05(3)(a) and Wis. Stats. § 229.47(2)(b), following satisfaction of certain conditions, BCSEC is authorized and directed to transfer the Block 1 Property to the District.
E. Pursuant to Wis. Stats. § 229.47(2)(b), the District -is directed to enter into a transfer agreement with BCSEC for the transfer of land necessary for location of the Arena, subject to satisfaction of certain conditions.
F. The Parties now desire to provide for the transfer of ownership of the Block 1 Property to the District in accordance with applicable provisions of the Wisconsin Statutes, and pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in accordance with applicable provisions of the Wisconsin Statutes and in consideration of Ten Dollars ($10.00), the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Agreement to ConveX. In accordance with and subject to the terms and conditions of this Agreement, BCSEC shall convey, and the District shad accept from BCSEC, the Block 1 Property to the District via quitclaim deed.
1 2. Closin Closing shall take place on a date to be determined by the District, but not earlier than May 1, 2016 or later than August 31, 2016 (the "Closing Date"), provided all of the conditions precedent to closing specified in Section 3 are satisfied. Closing shall occur at a location in the City of Milwaukee, to be determined by the District. The District shall notify BCSEC in writing of the anticipated Closing Date and location at least five (5) business days prior to closing.
3. Conditions Precedent. In accordance with Wis. Stats. §§ 229.47(2)(b) and 232.05(3)(a), the Parties' respective obligations to close shall be subject to the satisfaction of each of the following conditions:
(a) the District and the professional basketball team or its affiliate have executed a lease for the Arena that complies with the requirements of Wis. Stats. § 229.461(3) (the "Lease Condition"); and
(b) the professional basketball team (as defined by Wis. Stats. § 229.41(9e)) has forgiven, pursuant to the agreement attached hereto as Exhibit B, any outstanding debt owed by BCSEC to the professional basketball team, which debt BCSEC and Milwaukee Bucks, LLC ("TeamCo") have acknowledged consists of $7,356,800 of deferred payments owed by BCSEC to TeamCo under the lease agreement between BCSEC and TeamCo for the BMO Harris Bradley Center (the "Debt Forgiveness Condition"); and
(c) State of Wisconsin Department of Administration and BCSEC have executed a grant agreement pursuant to Wis. Stats. § 16.004 (22) for the purpose of assisting BCSEC in retiring its obligations and any contractual liabilities, and BCSEC has received payment of all funds that are due and payable as of the Closing Date thereunder, including all funds necessary to deliver title to the Block 1 Property in the condition required by Section 4, below; and
(d) State of Wisconsin has released its interests in and to, and its use restrictions against, the Block 1 Property, to which it may have been entitled under those certain Grant Agreements between the State of Wisconsin and BCSEC dated June 28, 2010 and September 6, 2012, respectively; and
(e) the Secretary of the State of Wisconsin Department of Administration has certified a parcel transfer schedule pursuant to Wis. Stats. § 229.47(2)(b); and
(~ BCSEC and Deer District LLC ("ArenaCo") have executed an agreement regarding the use and occupancy of West Highland Avenue between the east line of 5th Street and the east line of 6th Street, for the time period between the Closing Date and the time BCSEC permanently ceases operation of the BMO Harris Bradley Center; and
(g) ArenaCa has executed an environmental release and indemnity agreement in the form attached hereto as Exhibit C.
The Parties shall use commercially reasonable efforts to satisfy all of the foregoing conditions precedent on or before May 1, 2016.
4. Condition of Title. The District has obtained from First American Title Insurance Company ("Title Company") and delivered to BCSEC that certain title insurance commitment No. NCS-751205-MKE (Revision No. 5, dated March 11, 2016) (the "Title Commitment"), a copy of
2 which is attached hereto as Exhibit D. Conveyance from BCSEC to District shall be by Quitclaim Deed, in the form attached hereto as Exhibit E. BCSEC covenants independent of the deed that it will convey to District marketable title, free and clear of all mortgages, liens or encumbrances, subject only to the exceptions identified on Exhibit F, attached hereto ("Permitted Exce tp ions"), which covenant shall survive the Closing Date for a period of nine (9) months. Except for the Permitted Exceptions, BCSEC shall terminate all leases, licenses, service agreements or other contractual or monetary obligations or encumbrances affecting the Block 1 Property prior to the Closing Date and deliver to the District evidence of all such terminations upon request.
5. Operation Pendin Closing. During the period from the Effective Date to the Closing Date, BCSEC shall: (i) promptly advise District of any litigation, arbitration or administrative hearing concerning the Block 1 Property arising or threatened of which BCSEC is aware; and (ii) promptly advise District of any other matter or action arising or threatened of which BCSEC is aware that could adversely affect title to or the use, occupancy or operation of the Block 1 Property or BCSEC's ability to convey any of the Block 1 Property to District pursuant to the terms of this Agreement.
6. Representations and Warranties.
(a) By BCSEC. BCSEC hereby warrants, represents and/or covenants to District that:
(i) BCSEC has full authority, right and power to convey the Block 1 Property in accordance with this Agreement.
(ii) BCSEC has no knowledge of any current or pending litigation against BCSEC whose outcome could adversely affect title to or the use, occupancy or operation of the Block 1 Property or BCSEC's ability to convey any of the Block 1 Property to District pursuant to the terms of this Agreement.
(iii) BCSEC is in good standing; has full power to enter into this Agreement and to fulfill its obligations hereunder; and has caused this Agreement to be duly executed and delivered to District.
(iv) Except as provided in Subsections 3(c), 3(d), and 3(e), above, no government or third-party approvals or consents axe required for BCSEC's execution and delivery of, or performance of its obligations under, this Agreement. BCSEC's execution and performance of this Agreement do not and will not violate any applicable law or any provisions of the organizational documents of BCSEC, or conflict with any order or decree of any court or governmental instrumentality of any nature by which BCSEC is bound.
(v) Except as disclosed in Section 3(d) or the Title Commitment, no person has any right or option to lease or acquire the Block 1 Property, or any part thereof.
(vi) BCSEC has not engaged or dealt with any broker, finder or similar agent in connection with the transaction contemplated by this Agreement.
During the period from the Effective Date to the Closing Date, BCSEC shall not commit any act, other than as required or permitted hereunder, which would result in any of the warranties or representations contained in this Section not being materially true or correct as of the Closing Date.
3 (b) By District. District hereby warrants, represents and covenants to BCSEC that:
(i) District has full authority, right and power to accept the Block 1 Property in accordance with this Agreement.
(ii) District has no knowledge of any current or pending litigation against District whose outcome could adversely affect District's ability to accept the Block 1 Property pursuant to the terms of this Agreement.
(iii) District is in good standing; has full power to enter into this Agreement and to fulfill its obligations hereunder; and has caused this Agreement to be duly executed and delivered to BCSEC.
(iv) District's execution and performance of this Agreement do not and will not violate any applicable law or any provisions of the organizational documents of District, or conflict with any order or decree of any court or governmental instrumentality of any nature by which District is bound.
(v) District has not engaged or dealt with any broker, finder or similar agent in connection with the transaction contemplated by this Agreement.
(vi) The Block 1 Property constitutes land necessary for location of the Arena.
(c) Survival. The foregoing warranties, representations and covenants (and the Parties' respective liability for any breach thereofl shall survive closing for a period of nine (9) months, and shall not be deemed to merge in the deed or any other instrument.
7. Closing Costs. The District shall be responsible for all costs of closing, including without limitation, title insurance premiums, recording fees, transfer fees (if applicable), and Title Company's closing and escrow fees; provided, however, each Party shall be responsible for the fees and expenses of its own attorneys and other consultants.
8. Closin Statement. District sha11 use reasonable best efforts to deliver to BCSEC a preliminary closing statement (the "Closing Statement") at least three (3) business days prior to the Closing Date, showing the Parties' respective amounts of closing costs and the net amount of funds, if any, required to be deposited by the District in order to effect closing hereunder.
9. Escrow DepOS1tS.
(a) ~ BCSEC. At least one (1) business day prior to the Closing Date, BCSEC shall deposit or cause to be deposited with the Title Company the following documents, each of which shall be duly executed and acknowledged by BCSEC, where applicable:
(i) A Quitclaim Deed, in the form attached hereto as Exhibit E;
(ii) A duly executed Certificate of Non-Foreign Ownership, in the form attached hereto as Exhibit G;
4 (iii) A certificate, dated as of the Closing Date, substantively in the form attached hereto as Exhibit H,that all of the warranties and representations of BCSEC contained in Section 6(a) are true and correct in all material respects, except for matters specified in such certificate, and that the Debt Forgiveness Condition is satisfied as of the Closing Date.
(iv) A certified copy of a resolution of the BCSEC Board of Directors, attested to by its secretary, authorizing this transaction and naming the officers authorized to execute the instruments necessary to complete this transaction;
(v) A title affidavit and gap indemnity in the form attached hereto as Exhibit I, applicable real estate transfer tax declarations and such other documents as the Title Company may reasonably require to effect closing; and
(vi) Two (2) counterparts of the Closing Statement.
(b) By District. At least one (1) business day prior to the Closing Date, the District shall deposit or cause to be deposited with the Title Company the following documents, each of which shall be duly executed and acknowledged by the District, where applicable:
(i) Applicable real estate transfer tax declarations and such other documents as the Title Company may reasonably require to effect closing.
(ii) A certificate, dated as of the Closing Date, substantively in the form attached hereto as Exhibit J, that all of the warranties and representations of District contained in Section 6(b) are true and correct in all material respects, except for matters specified in such certificate, and that the Lease Condition is satisfied as of the Closing Date.
(iii) Two (2) counterparts of the Closing Statement.
(iv) A written grant of a temporary non-exclusive license executed by the District and ArenaCo providing for BCSEC's use of portions ofthe Block 1 Property (which includes vacated S"t Street) after the Closing Date until July 20, 2016, which shall conform in substance to the terms set forth on Exhibit K.
10. Notices. All notices or directions given under this Agreement shall be in writing and personally delivered, sent by commercial overnight courier, or sent by facsimile transmission and directed as follows:
IF TO BCSEC: Bradley Center Sports &Entertainment Corp. Attn: Stephen A. Costello, President and CEO 1001 North Fourth Street ~ Milwaukee, Wisconsin ~ 53203-1314 Facsimile: (414)227 0497
WITH A COPY TO: Davis & Kuelthau sc 111 E. Kilbourn Avenue, Suite 1400 Attn: Charles I. Henderson Milwaukee, Wisconsin 53202 Facsimile: (414) 278-3679
5 IF TO DISTRICT: Wisconsin Center District Attn: Board Chairperson 400 W. Wisconsin Avenue Milwaukee, WI 53203 Facsimile: (414)908-6119
WITII A COPY TO: Michael Best &Friedrich LLP Attn: Danielle M. Bergner 100 East Wisconsin Avenue, Suite 3300 Milwaukee, WI 53202 Facsimile: (414) 277-0656
Notices or demands personally delivered shall be deemed received when given. Notices or demands sent by confirmed facsimile transmission shall be deemed received when given, if prior to 5 PM,recipient's local time, on a business day, otherwise on the next occurring business day. Notices or demands sent by commercial overnight courier shall be deemed received on the next business day following deposit.
11. Intentionally Omitted.
12. Disclaimer and Release.
(a) DISTRICT'S ACCEPTANCE OF THE BLOCK 1 PROPERTY HEREUNDER WILL BE "AS-IS, WHERE-IS, WITH ALL FAULTS" AND, EXCEPT FOR THE WARRANTIES, REPRESENTATIONS AND COVENANTS OF BCSEC EXPRESSLY SET FORTH IN SECTION 4 AND SECTION 6(a), DISTRICT WILL BE ACQUIRING THE PROPERTY BASED SOLELY ON ITS AND ITS AGENTS' AND CONSULTANTS' INSPECTION AND INVESTIGATION OF THE PROPERTY AND ON DOCUMENTS AND OTHER MATERIALS RELATED THERETO AND WILL BEAR ANY RISK THAT SUCH INSPECTIONS, INVESTIGATIONS, DOCUMENTS AND OTHER MATERIALS ARE INCOMPLETE OR OTHERWISE FAIL TO DISCLOSE ANY MATERIAL PROBLEM WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING THE FOREGOING, DISTRICT ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 AND SECTION 6(a), BCSEC HAS NOT MADE ANY REPRESENTATIONS AND WARRANTIES ON WHICH DISTRICT IS RELYING AS TO ANY MATTERS CONCERNING THE BLOCK 1 PROPERTY (INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE LAND AND IMPROVEMENTS, TITLE, ZONING DEVELOPMENT RIGHTS OR PERMISSIBLE USES, ACCESS TO UTILITIES AND TRANSPORTATION,TAXES AND ASSESSMENTS, WATER OR WATER RIGHTS, TOPOGRAPHY OR SOIL AND SUBSOIL CONDITIONS, DRAINAGE, ENVIRONMENTAL CONDITIONS, AND APPLICABLE LAWS, RULES OR REGULATIONS OR COST OR AVAILABILITY OF SERVICES).
(b) DISTRICT HEREBY ACKNOWLEDGES AND AGREES THAT (i) DISTRICT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW (OR AS OF THE CLOSING DATE) KNOWN OR BELIEVED TO BE TRUE REGARDING THE BLOCK 1 PROPERTY AND/OR PROPERTY INFORMATION, (ii) DISTRICT'S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE BCSEC AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING
C THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS, AND (iii) DISTRICT KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS, BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR ENFORCEABILITY OF ALL OR PART OF THE RELEASES SET FORTH IN THIS AGREEMENT.
(c) Release. By accepting the deed and closing the transaction contemplated herein, District hereby waives, and releases BCSEC from all conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever (collectively, the "Liabilities") against BCSEC, attributable to, or in connection with the Block 1 Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances which arise or occur before, on or after the Closing Date, including, without limitation, the following: (a) the accuracy or completeness of any and all statements, conclusions, assessments, assertions or opinions heretofore or hereafter made, or information furnished, by BCSEC to District or the failure to disclose any such information; and (b) any and all Liabilities with respect to the structural, physical, or environmental condition of the Block 1 Property, including, without limitation, all Liabilities relating to the release, presence, discovery or removal of any hazardous or regulated substance, chemical, waste or material that may be located in, at, about or under the Property, or connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any other Federal, State or municipal laws relating to environmental contamination, or any other related ,claims or causes of action (collectively, "Environmental Liabilities"); (c) the effect or applicability of any laws (including, without limitation, zoning codes and other laws governing the use and development of the land), and (d) any implied or statutory warranties or guaranties of fitness, merchantability or any other statutory or implied warranty or guaranty of any kind or nature regarding or relating to any portion of the Block 1 Property. Notwithstanding the foregoing, the foregoing release and waiver is not intended and shall not be construed as affecting or impairing any rights or remedies that District may have against BCSEC with respect to (i) a breach of any of BCSEC's warranties set forth in Section 4 or Section 6(a), (ii) any of the obligations of BCSEC under this Agreement that expressly survive the Closing during the period specified for survival, or (iii) any acts constituting fraud by BCSEC.
(d) Successors and Assigns. The provisions of this Section 12 shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors.
13. Miscellaneous.
(a) This Agreement may only be modified in writing signed by both Parties. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.
(b) This Agreement may not be assigned by either Party.
(c) This Agreement shall be governed by and construed under and enforced in accordance with the laws of the State of Wisconsin applicable to agreements made and to be
7 performed wholly within such state.
(d) Whenever in this Agreement a day is appointed for the closing, delivery of notice or any other matter shall occur on other than a business day, such date shall be deemed extended to the next regular occurring business day.
(e) Except as otherwise specifically provided herein, any Party may enforce this Agreement by appropriate action and the prevailing Party in such litigation shall be entitled to recover its costs and reasonable attorneys' fees. This paragraph shall survive the closing of this transaction.
(fl This Agreement has been duly and validly authorized by each of the Parties and constitutes the valid and binding obligations of the Parties.
(g) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.
[Signature Page Follows]
n This Agreement is executed as of the Effective Date.
BCSEC: BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION
By: Date: ~ r; I ~ , 2016 Name: Stephen A. Cost to Title: President &CEO
DISTRICT: WISCONSIN CENTER DISTRICT
By: Date: ~3 ,2016 N e: Scott A. N rtz 1 Title: Chairman
Date: ~ ~ ~J , 2016 Name: Russell Staerkel Title: President/CEO
Signature Page to Land Transfer Agreement Block 1 - BCSEC to District 096382-0124\18775305.1 EXHIBIT A
Legal Description of the Block 1 Property
THAT PART OF THE FOLLOWING DESCRIBED PARCELS:
Parcel I: Parcel 1 of Certified Survey Map No. 4862, recorded January 14, 1987, on Ree12027,Image 1140, as Document No. 6009770, being a redivision of Lots 12, 13 and 16, excepting the East 30.00 feet thereof and Lots 10, 11,14 and 15, together with all of vacated North-South alley lying to the West of said Lots 12, 13 and 16 in Block 43 in the Plat of the Town of Milwaukee on the West Side of the River in the Northwest 1/4 of the Northeast of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin. AND The West 120 feet of Lot 9 Block 43 together with all of vacated North-South alley lying to the West in the Plat ofthe Town of Milwaukee on the West Side of the River in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin, which is bounded and described as follows:
Commencing at the most easterly Northeast corner of Parcel 1 in the West right-of-way line of North 4th Street in Certified Survey Map No. 4862, a recorded Certified Survey Map in said 1/4 Section; thence North 00°05'35" West 50.24 feet along the West right-of-way line of North 4th Street to a point in the South right-of-way line of the east-west alley in Block 43; thence North 89°54'06" West along the South right-of-way line of the east-west alley 140.65 feet to a point being the most northerly Northeast corner of said Parcel 1; thence South 00°05'25" East 50.22 feet to a point; thence South 89°53'40" East 140.65 feet to the point of commencement.
Property Address: 1111 N. 4th Street, Milwaukee, WI Tax Key No.; 392-2381-111-X
Parcel II: Lots 1, 2, 3 and 8, except the East 30 feet and Lots 4 and 7 Block 43 Block 43 together with vacated North-South alley adjacent in the Plat of the Town of Milwaukee on the West Side of the River in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Property Address: 1137 N. 4th Street, Milwaukee, WI Ta~c Key No.: 361.-0446-110-0(New for 2015)
Parcel III: The South 50 feet of Lot 1 and all of Lots 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 Block 44 together with vacated East-West alley and all of the vacated North-South alley adjacent in the Plat of the Town of Milwaukee on the West Side of the River in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Property Address: 1133 N. Sth Street, Milwaukee, WI Tax Key No.: 361-0480-114-X Parcel IV: Lots 5 and 6 Block 43 in the Plat of the Town of Milwaukee on the West Side of the River, being a Subdivision of a part of the Northeast 1/4 of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Property Address: 429-441 W. Juneau Ave., Milwaukee, WI Tax Key No.: 361-0449-100-0
ALSO INCLUDING all of vacated North 5th Street in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, lying between the north line of West Highland Avenue and the south line of West Juneau Avenue and all of the east-west 20 foot wide alley in Block 43 of Plat of the Town of Milwaukee on the West Side of the River in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, lying between the present west line of North 4th Street and the east line of North 5th Street. EXHIBIT B
Debt Forgiveness Agreement
[attached] DEBT FORGIVENESS AGREEMENT
This Debt Forgiveness Agreement ("A~reement") is entered into as of this day of 2016 ("Effective Date"), by and between the BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION, a public body corporate and politic created pursuant to chapter 232 of the Wisconsin Statutes ("BCSEC"), and MILWAUKEE BUCKS, LLC, a Wisconsin limited liability company (the "Bucks"). BCSEC and Bucks may be referred to together herein as the "Parties" or separately as a "Party".
RECITALS
A. Pursuant to 2015 Wisconsin Act 60, the Wisconsin State Legislature adopted certain legislation to facilitate the financing and construction of a new professional sports and entertainment arena to be located in the City of Milwaukee (the "Arena") and leased to the Bucks or its affiliate.
B. BCSEC is the owner of certain real property located in the City of Milwaukee, Wisconsin that has been designated necessary for location of the Arena (the "Property").
C. Pursuant to Wis. Stats. § 232.05(3)(a) and Wis. Stats. § 229.47(2)(b), following forgiveness of all outstanding debt owed to it by the Bucks, BCSEC is authorized and directed to transfer the Property to the Wisconsin Center District (the "District") for construction of the Arena.
D. This Agreement is entered into by the Parties for the purpose of documenting satisfaction of the requirement for Bucks' forgiveness of indebtedness necessary to provide the BCSEC with authority to transfer the Property to the District.
AGREEMENTS
In consideration of the recitals and the covenants and commitments set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Debt Forgiveness. Effective as of the date of this Agreement, Bucks hereby forgive any outstanding debt owed by BCSEC to Bucks, which debt BCSEC and Bucks acknowledge consists of $7,356,800 of deferred payments owed by BCSEC to Bucks under the lease agreement between BCSEC and Bucks for the BMO Harris Bradley Center (the "Debt").
2. Representations and Warranties of Bucks. Bucks hereby represent and warrant to BCSEC as follows:
a. The forgiveness set forth in Paragraph 1 shall extend to any person or entity which may have an interest in the Debt or to which the Debt may have been transferred, assigned, or pledged by Bucks or any person claiming through Bucks.
1 b. Bucks have full legal capacity and authority to enter into this Agreement and to fully forgive the Debt, without necessity of consent by any third party, including but not limited to the National Basketball Association or any prior owner of the Milwaukee NBA franchise. This Agreement is the legal, valid and binding obligation of Bucks and is enforceable in accordance with its terms.
c. There are no existing or pending contracts, legal actions, suits, arbitration or other legal or administrative proceedings to which Bucks is a party which would prevent the enforcement of this Agreement.
4. Survival of Representations and Warranties. All representations and warranties shall survive after the conclusion of this Agreement.
5. Neutral Construction. The language used in this Agreement has been chosen by all Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
6. Headings. The section headings in this Agreement are for convenience of reference only and shall not be deemed to limit, alter, or otherwise affect the meaning or interpretation of any provision hereof.
7. Applicable Law. The Parties intend that this Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and wholly performed within Wisconsin by persons domiciled in Wisconsin, without regard to choice of law rules.
8. Counterparts. This Agreement may be executed in any number of identical counterparts, all of which taken together shall constitute one agreement binding on all Parties.
IN WITNESS WHEREOF, the Parties are executing this Debt Forgiveness Agreement as of the day of ,2016.
BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION
BY: Stephen A. Costello Its: President &CEO
MILWAUKEE BUCKS, LLC
I:
Its:
2 Exhibit C
Environmental Release &Indemnity Agreement
[attached] ENVIRONMENTAL RELEASE AND INDEMNITY AGREEMENT
(Block 1 Property)
This Environmental Release and Indemnity Agreement ("Agreement") is entered into as of this day of , 2016 ("Effective Date"), by and between the BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION, a public body corporate and politic created pursuant to chapter 232 of the Wisconsin Statutes ("BCSEC"), and DEER DISTRICT LLC, a Delaware limited liability company ("Deer District"). BCSEC and Deer District may be referred to together herein as the "Parties" or separately as a "Party".
RECITALS
A. BCSEC is the owner of certain real property and improvements located in the City of Milwaukee, Milwaukee County, Wisconsin, legally described and shown by survey on Exhibit A, attached hereto (the "Block 1 Property").
B. Pursuant to 2015 Wisconsin Act 60, the Wisconsin State Legislature adopted certain legislation to facilitate the financing and construction of a new professional sports and entertainment arena to be located in the City of Milwaukee ("Arena").
C. The Wisconsin Center District ("District") has notified BCSEC that the Block 1 Property constitutes land necessary for location of the Arena.
D. Pursuant to Wis. Stats. § 232.05(3}(a) and Wis. Stats. § 229.47(2)(b), following satisfaction of certain conditions, BCSEC is authorized and directed to transfer the Block 1 Property to the District, which in turn is leasing Block 1 Property to Deer District who will be constructing the Arena thereon.
E. District and BCSEC have entered into that certain Land Transfer Agreement dated , 2016 (the "Land Transfer A r~~eement") for the transfer of the Block 1 Property upon satisfaction of certain conditions set forth therein.
F. As a condition precedent to the transfer of the Block 1 Property pursuant to the Land Transfer Agreement, Deer District is required to enter into this Agreement.
AGREEMENTS
In consideration of the recitals and the covenants and commitments set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Environmental Release and Indemnification.
a. Deer District acknowledges that the Block 1 Property to be transferred to District pursuant to the Land Transfer Agreement is being conveyed to District on an "AS-IS,
1 WHERE-IS, WITH ALL FAULTS" basis and that no warranties are being made by BCSEC with respect to the condition of the Block 1 Property.
b. Deer District acknowledges and agrees that (i) Deer District may hereafter discover facts different from or in addition to those now known or believed to be true regarding the Block 1 Property, (ii) Deer District's agreement herein to release, acquit and discharge BCSEC as set forth herein shall remain in full force and effect, notwithstanding the existence or discovery of any such different or additional facts, and (iii) Deer District knowingly and voluntarily waives any and all rights, benefits and privileges to the fullest extent permissible under any federal, state, local, or other laws which do or would negatively affect validity or enforceability of all or part of the releases set forth in this agreement.
c. Deer District hereby waives, and releases BCSEC from all conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever (collectively, the "Liabilities") against BCSEC, attributable to, or in connection with the Block 1 Property, whether arising or accruing before, on or after the Effective Date and whether attributable to events or circumstances which arise or occur before, on or after the Effective Date, including, without limitation, the following: (a) the accuracy or completeness of any and all statements, conclusions, assessments, assertions or opinions heretofore or hereafter made, or information furnished, by BCSEC or the failure to disclose any such information; and (b) any and all Liabilities with respect to the structural, physical, or environmental condition of the Block 1 Property, including, without limitation, all Liabilities relating to the release, presence, discovery or removal of any hazardous or regulated substance, chemical, waste or material that may be located in, at, about or under the Block 1 Property, or connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976,, 42 U.S.C. §§6901 et seq., or any other Federal, State or municipal laws relating to environmental contamination, or any other related claims or causes of action (collectively, "Environmental Liabilities"); (c) the effect or applicability of any laws (including, without limitation, zoning codes and other laws governing the use and development of the land), and (d) any implied or statutory warranties or guaranties of fitness, merchantability or any other statutory or implied warranty or guaranty of any kind or nature regarding or relating to any portion of the Block 1 Property. Notwithstanding the foregoing, this release and waiver is not intended and shall not be construed as affecting or impairing any rights or remedies that Deer District may have against BCSEC to the extent environmental contamination is caused by BCS~C's direct acts during the period of its ownership of the Block 1 Property.
d. To the extent permitted by applicable law, Deer District hereby agrees to defend, hold harmless and indemnify BCSEC from and against all claims, suits, demands, damages, fees, costs and expenses (including engineering, legal and consulting fees, costs, and expenses) arising out of, resulting from or relating in any way to Deer District's acts regarding their remediation or construction work at, or their use of, the Block 1 Property, including but not limited to their management of any hazardous substances or other environmental contamination located on or under the I31ock 1 Property ("Losses"). For purposes of clarity, Losses include, without limitation, any and all environmental investigation, remediation, monitoring or legal fees, costs and expenses, that the Wisconsin Department of Natural Resources("WDNR") or any other regulatory body having jurisdiction requires, orders or requests Deer District to investigate, remediate or monitor in any way in order for Deer District to commence and conclude construction on the Block 1 Property, with all necessary WDNR closures, consents and approvals.
2. Representations and Warranties of Deer District. Deer District hereby represents and warrants to BCSEC as follows:
a. District has the full legal capacity and authority to enter into this Agreement and to fully perform the transactions contemplated herein and the signatories below have been duly authorized to execute this Agreement. This Agreement is the legal, valid and binding obligation of Deer District and is enforceable in accordance with its terms.
b. There are no existing or pending contracts, legal actions, suits, arbitration or other legal or administrative proceedings to which Deer District is a party which would prevent the enforcement of this Agreement.
3. Survival of Representations and Warranties. All representations and warranties of each party shall survive after the conclusion of this Agreement.
4. Neutral Construction. The language used in this Agreement has been chosen by all Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
5. Headings. The section headings in this Agreement are for convenience of reference only and shall not be deemed to limit, alter, or otherwise affect the meaning or interpretation of any provision hereof.
6. Notices. All notices and other communication to be given under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by internationally recognized courier service, addressed as follows:
IF TO BCSEC: Bradley Center Sports &Entertainment Corp. Attn: Stephen A. Costello, President and CEO l OQ 1 North Fourth Street ~ Milwaukee, Wisconsin ~ 53203-1314 Facsimile: (414) 227 0497
WITH A COPY TO: Davis & Kuelthau s.c. 111 E. Kilbourn Avenue, Suite 14Q0 Attn: Charles I. Henderson Milwaukee, Wisconsin 53202 Facsimile: (414) 278-3679
3 IF TO DEER DISTRICT: Dcer District LLC 1543 N. 2°a St., 6th Floor Milwaukee, WI 53212 Attn: Peter Feigin
WITH A COPY TO: Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, Illinois 60661 Attn: Adam R. Klein, Esq. Facsimile: (312) 577-8739
7. Severabilitv. If any provision of this Agreement or the application of any such provision to any person or circumstance is held or determined to be invalid, the remainder of this Agreement, and the application of such provision other than to the extent it is held or determined to be invalid, will not be invalidated or affected by such holding or determination.
8. Applicable Law. The Parties intend that this Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and wholly performed within Wisconsin by persons domiciled in Wisconsin, without regard to choice of law rules.
9. Counterparts. This Agreement may be executed in any number of identical counterparts, all of which taken together shall constitute one agreement binding on all Parties.
10. Modification. This Agreement may only be modified in writing signed by all of the Parties.
11. Prevailin~X. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its costs and reasonable attorney's fees. This paragraph shall survive the closing of the transaction.
12. Merger. The Parties agree that this is the complete Agreement with regard to the matters set forth herein, all prior agreements, oral or written, are hereby merged into and superseded by this Agreement.
[Signature Page Follows] IN WITNESS WHEREOF, the Parties are executing this Environmental Release and Indemnity Agreement as of the _day of ,2016.
BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION
Stephen A. Costello Its: President &CEO
DEER DISTRICT LLC
Its:
Signature Page to Environmental Release and Indemnity Agreement Block 1 Property EXHIBIT D
Title Commitment
[attached] ~c •1
\~~ tom// ~~`~~ FirstA~nerican Tit/e Insurance Company National Commercia/Services 648 N, P/ankinton A ve,,Suite 4Z0, Milwaukee, WI53203 (424)224-1778 - Fax (424)224-6288
COMMITMENT FOR TITLE INSURANCE
Issued by
FirstAmerican Tit/e Insurance Company
Agreement to Issue Policy
We agree to issue a policy to you accordingly to the terms of this Commitment.
When we show the policy amount and your name as the proposed insured in Schedule A, this Commitment becomes effective as of the Commitment Date shown in Schedule A.
If the Requirements shown in this Commitment have not been met within six months after the Commitment Date, our obligation under this Commitment will end. Also, our obligation under this Commitment will end when the Policy is issued and then our obligation to you will be under the Policy.
Our obligation under this Commitment is limited by the following:
The Provisions in Schedule A.
The Requirements in Schedule B-1.
The Exceptions in Schedule B-2.
The Conditions.
This Commitment is not valid without Schedule A and Sections 1 and 2 of Schedule B.
Page 1 of it Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 2
SCHEDULE A
Revision No. 5 (March 11, 2016)
1. Commitment Date: February 15, 2016 at 7:30 A.M.
2. Policy or Policies to be issued: Amount
(A) ALTA Owners Policy $0.00
Proposed Insured: Purchaser To Be Named
(B) ALTA Loan Policy $0.00
Proposed Insured:
None
3. (A) The estate or interest in the land described in this Commitment is:
Fee Simple
(B) Title to said estate or interest at the date hereof is vested in:
Bradley Center Sports &Entertainment Corporation, a Wisconsin non-profit corporation successor by merger to Bradley Center Corporation, as to Parcels I, II, III and IV and Deer District LLC, a Delaware limited liability company, as to Parcel V
4. The land referred to in this Commitment is situated in the City of Milwaukee, State of Wisconsin, County of Milwaukee, and described as follows:
Tax ID No.: 392-2381-111-X and 361-0446-110-0 and 361-0480-114-X and 361-0449-100-0 and 361-0459-9
Property Address: 1111 N. 4th Street, 1137 N. 4th Street, 1133 N. 5th Street, 429-441 W. Juneau Ave. & 505 W. Juneau Ave., Milwaukee, WI For reference purposes only.
See Exhibit "A" attached for Legal Description.
Page 2 of 11 Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 3
Exhibit "A "
THAT PART OF THE FOLLOWING DESCRIBED PARCELS:
Parcel I: Parcel 1 of Certified Survey Map No. 4862, recorded January 14, 1987, on Reel 2027, Image 1140, as Document No. 6009770, being a redivision of Lots 12, 13 and 16, excepting the East 30.00 feet thereof and Lots 10, il, 14 and 15, together with all of vacated North-South alley lying to the West of said Lots 12, 13 and 16 in Block 43 in the Plat of the Town of Milwaukee on the West Side of the River in the Northwest 1/4 of the Northeast of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin. AND The West 120 feet of Lot 9 Block 43 together with all of vacated North-South alley lying to the West in the Plat of the Town of Milwaukee on the West Side of the River in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin, which is bounded and described as follows:
Commencing at the most easterly Northeast corner of Parcel 1 in the West right-of-way line of North 4th Street in Certified Survey Map No. 4862, a recorded Certified Survey Map in said 1/4 Section; thence
North 00°05'35" West 50.24 feet along the West right-of-way line of North 4th Street to apoint in the South right-of-way line of the east-west alley in Block 43; thence North 89°54'06" West along the South right-of-way line of the east-west alley 140.65 feet to a point being the most northerly Northeast corner of said Parcel 1; thence South 00°05'25" East 50.22 feet to a point; thence South 89°53'40" East 140.65 feet to the point of commencement.
Property Address: 1111 N. 4th Street, Milwaukee, WI Tax Key No.: 392-2381-111-X
Parcel II: Lots 1, 2, 3 and 8, except the East 30 feet and Lots 4 and 7 Block 43 Biock 43 together with vacated North-South alley adjacent in the Plat of the Town of Milwaukee on the West Side of the River in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Property Address: 1137 N. 4th Street, Milwaukee, WI Tax Key No.: 361-0446-110-0 (New for 2015)
Parcel III: The South 50 feet of Lot 1 and all of Lots 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14,15 and 16 Block 44 together with vacated East-West alley and all of the vacated North-South alley adjacent in the Plat of the Town of Milwaukee on the West Side of the River in the Northeast 1/4 and Northwest of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Property Address: 1133 N. 5th Street, Milwaukee, WI Tax Key No.: 361-0480-114-X
Parcel IV: Lots 5 and 6 Block 43 in the Plat of the Town of Milwaukee on the West Side of the River, being a Subdivision of a part of the Northeast 1/4 of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Property Address: 429-441 W. Juneau Ave., Milwaukee, WI Tax Key No.: 361-0449-100-0
Parcel V: Page 3 of 11 Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 4
The North 2/3 Lot 1, in Block 44 in the Plat of the Town of Milwaukee on the West Side of the River, being a Subdivision of a part of the Northeast 1/4 of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Property Address: 505 W. Juneau Ave., Milwaukee, WI Tax Key No.: 361-0459-9
{To Include future vacated alleys.}
TO BE KNOWN AS:
Lot _ in Certified Survey Map No. ,recorded ,as Document No. ,being a redivision of , being a part of the Northwest 1/4 of the Northeast 1/4 and the Northeast 1/4 of the Northwest 1/4 of Section 29, Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, State of Wisconsin
Page 4 of it Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 5
SCHEDULE B
SECTION ONE
REQUIREMENTS
The following requirements must be met:
(A) Pay the agreed amount for the interest in the land and/or the mortgage to be insured.
(B) Pay us the premiums, fees and charges for the policy.
(C) Documents satisfactory to us creating the interest in the land and/or the mortgage to be insured must be signed, delivered and recorded.
1. Record Warranty Deed from Bradley Center Sports &Entertainment Corporation, a Wisconsin non-profit corporation successor by merger to Bradley Center Corporation to Purchaser To Be Named, as to Parcels I, II, III and IV .
2. Furnish a certified copy of a resolution by the Board of Directors of Bradley Center Sports & Entertainment Corporation, attested to by its secretary, authorizing this transaction and naming the officers authorized to execute the instruments necessary to complete this transaction.
3. Record Warranty Deed from Deer District LLC, a Delaware limited liability company to Purchaser To Be Named, as to Parcel V.
4. Furnish a fully executed copy of the Operating Agreement, and any amendments thereto, of Deer District LLC, a limited liability company.
5. Proper showing as to the current members of Deer District LLC, a limited liability company.
6. We have been informed that only a portion of the premises described on Schedule A herein will be subject to the proposed transaction. We must be furnished a fully executed Certified Survey Map made by a competent and qualified surveyor which must establish the exact boundaries of the land. The survey must establish a satisfactory land description which precisely sets forth the location of the land's boundaries. We reserve the right to make further exceptions and requirements.
You must tell us in writing the name of anyone not referred to in this Commitment who will get an interest in the land or who will make a loan on the land. We may then make additional requirements or exceptions.
Page 5 of li Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 6
SCHEDULE B
SECTION TWO
EXCEPTIONS
Any policy we issue will have the following exceptions unless they are taken care of to our satisfaction.
1. Any facts, rights, interests, or claims that are not shown by the public records but that could be ascertained by an inspection of the land or by making inquiry of persons in possession of the land.
2. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title including, discrepancies, conflict in boundary lines, shortages in area, or any other facts that would be disclosed by an accurate and complete land survey of the land, and that are not shown in the public records.
4. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished imposed by law and not shown in the public records.
5. Defects, liens, encumbrances, adverse claims, or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment.
6. Special taxes, assessments or charges, if any.
NOTE: Said exception will be removed only if the Company receives written evidence from the municipality that there are no special assessments against the land, or that all such items have been paid in full within 30 days of closing.
7. Taxes, general and special for the year 2016, not now due and payable.
8. Public or private rights, if any, in such portion of the subject premises as may be presently used, laid out or dedicated in any manner whatsoever for road and street purposes.
9. Easements, if any, of the public or any school district, utility, municipality or person, as provided in Section 66.1005(2)(a) of the Statutes, for the continued use and right of entrance, maintenance, construction and repair of underground or overground structures, improvements or service in that portion of the captioned premises which were formerly a part of alley or street or public way, now vacated, as further evidenced by:
NOTE: Resolution to vacate alley recorded on August 9, 1961 in Volume 4164 of Deeds at page 617 as Document No. 3897112.
NOTE: Resolution to vacate alley recorded on August 9, 1961 in Reel 306 Image 2047 as Document No. 4253007.
NOTE: Resolution for street widening recorded on February 17, 1969 in Reel 464 Image 1558 as Page 6 of 11 Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 7
Document No. 4446139.
NOTE: Resolution to vacate alley recorded on January 27, 1987 in Reel 2035 Image 1447 as Document No. 6015451.
NOTE: Resolution to vacate alley recorded on June 11, 2014 as Document No. 10366435.
NOTE: Resolution to vacate alley/s recorded on , 2016 as Document No. . (Lis Pendens Notice of Pendency of City-Council-Initiated Vacation recorded on February 5, 2016 as Document No. 10538038.)
10. Restriction as contained on Certified Survey Map No. No.4862, reciting as follows: In consideration of the approval of this map by the Common Council and in accordance with Chapter 9 of the Milwaukee Code, the undersigned agrees: That all utility lines to provide electric power and telephone services and cable television or communications systems lines or cables to all parcels in the certified survey map shall be installed underground in easements provided therefor, where feasible. This agreement shall be binding on the undersigned and assigns.
11. This item has been intentionally deleted.
12. This item has been intentionally deleted.
13. This item has been intentionally deleted.
14. Easement granted to Wisconsin Electric Power Company recorded on December 30, 1952 in Volume 3103, page 437 as Document No. 3166818.
15. Easement granted to Wisconsin Electric Power Company recorded on November 14, 1957 in Volume 3762, page 258 as Document No. 3621494.
16. This item has been intentionally deleted.
17. Easements contained in Quit Claim Deed recorded on May 23, 1986 in Reei 1885, page 1379 as Document No. 5917893.
18. Terms and conditions contained in Redevelopment Plan Park East Redevelopment recorded on August 11, 2004 as Document No. 8841218.
As amended by Redevelopment Plan Amendment No. 1 recorded on October li, 2004 as Document No. 8881122.
As amended by Redevelopment Plan Amendment No. 2 recorded on June 10, 2005 as Document No. 9026368.
As amended by Redevelopment Plan Amendment No. 3 recorded on February 28, 2006 as Document No. 9191015.
As amended by Redevelopment Plan Amendment No. 4 recorded on May 12, 2011 as Document No. 9995805.
As amended by Redevelopment Plan Amendment No. 5 recorded on March 28, 2012 as Document No. 10098290.
Page 7 of 11 Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 8
19. Declaration of Restrictive Covenant recorded on December 24, 2008 as Document No. 9682620.
20. Terms and conditions of Lease as evidenced by Memorandum of Lease by and between Grace Cocoa Associates, L.P., Landlord and Allright Parking of Milwaukee, Inc. recorded on September 28, 1995 in Reel 3638, Image 573 as Document No. 7131565.
Assignment and Assumption of Lease by and between LB Realty, Inc, Assignor and Town Realty, Inc. Assignee recorded on October 18, 1999 as Document No. 7823410.
21. Subordination, Non-Disturbance and Attornment Agreement by and between LaSalle Bank National Association, Lender and Central Parking System of Wisconsin, Inc., Tenant recorded on October 27, 1999 as Document No. 7827893.
22. Mortgage dated October 14, 1999 and recorded October 18, 1999 as Document No. 7823408, made by Towne Realty, Inc., to LaSalle Bank National Association, to secure an indebtedness in the amount of $2,000,000.00, and the terms and conditions thereof.
NOTE: No Release found filed in the Register of Deed's Office.
23. Assignment of Rents made by October 18, 1999 to Towne Realty, Inc. recorded LaSalle Bank National Association as document 7823409.
24. A financing statement recorded January 17, 2014 as Document No. 10328868 of Official Records. Debtor: Bradley Center Sports &Entertainment Corporation Secured party: Milwaukee Development Corporation
25. Mortgage dated January 16, 2014 and recorded January 20, 2014 as Document No. 10329057, made by Bradley Center Sports &Entertainment Corporation, to Milwaukee Development Corporation, to secure an indebtedness in the amount of $1,275,000.00, and the terms and conditions thereof.
26. Option to Purchase, Agreement Not to Encumber and Right of First Refusal by and between Bradley Center Spgrts &Entertainment Corporation, and Milwaukee Development Corporation recorded on January 20, 2014 as Document No. 10329058.
27. Agreement Not to Encumber by and between Bradley Center Sports &Entertainment Corporation, and Milwaukee Development Corporation recorded on January 20, 2014 as Document No. 10329059.
28. Mortgage dated October 17, 2014 and recorded November 13, 2014 as Document No. 10411940, made by Bradley Center Sports &Entertainment Corporation, to Milwaukee Development Corporation, to secure an indebtedness in the amount of $1,275,000.00, and the terms and conditions thereof.
29. Right to a lien for unpaid commissions, if any, in favor of any real estate broker for the property, pursuant to Section 779.32, Wis. Stats. This exception will be removed on receipt by the Company of satisfactory affidavits of the present owner and purchaser that no such commissions are owed, or that commissions will be paid at closing. No broker lien or notice of intent to file lien has been recorded as of the effective dated of this commitment to insure.
30. This item has been intentionally deleted.
31. Provisions for taxes or assessments as contained in BID #21-Downtown. Page 8 of it Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 9
32. Matters disclosed by Certified Survey Map No.
Page 9 of 11 Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 10
CONDITIONS
DEFINITIONS (a)"Mortgage" means mortgage, deed of trust or other security instrument. (b) "Public Records" means title records that give constructive notice of matters affecting the title according to the state law where the land is located.
LATER DEFECTS The Exceptions in Schedule B -Section Two may be amended to show any defects, liens or encumbrances that appear for the first time in the public records or are created or attached between the Commitment Date and the date on which all of the Requirements (a) and (c) of Schedule B -Section One are met. We shall have no ~iabiliry to you because of this amendment.
3. EXISTING DEFECTS If any defects, liens or encumbrances existing at Commitment Date are not shown in Schedule B, we may amend Schedule B to show them. If we do amend Schedule B to show these defects, liens or encumbrances, we shall be liable to you according to Paragraph 4 below unless you know of this information and did not tell us about it in writing.
4. LIMITATION OF OUR LIABILITY Our only obligation is to issue to you the Policy referred to in this Commitment, when you have met its Requirements. If we have any liability to you for any loss you incur because of an error in this Commitment, our liability will be limited to your actual loss caused by your relying on this Commitment when you acted in good faith to;
comply with the Requirements shown in Schedule B -Section One or eliminate with our written consent any Exceptions shown in Schedule B -Section Two.
We shall not be liable for more than the Policy Amount shown in A of this Commitment and our liability is subject to the terms of the Policy form to be issued to you.
5. CLAIMS MUST BE BASED ON THIS COMMITMENT Any claim, whether or not based on negligence, which you may have against us concerning the title to the land must be based on this commitment and is subject to its terms.
Page 10 of 11 Form No. 1068-2 Commitment No.: NCS-751205-MKE ALTA Plain Language Commitment Page Number: 11
Privacy Policy
We Are Commitment to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information.
Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fairinformation ~a/ues, a copy of which can be found on our website at www.firstam.com.
Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency.
Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, and escrow companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.
Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you.
Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fairinformation l/a/ues We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.
Page 11 of 11 EXHIBIT E
Form of Deed
[attached] FORM
QUITCLAIM DEED
Document Number Document Title
This Quitclaim Deed is made between BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION,a public body corporate and politic created pursuant to chapter 232 of the Wisconsin Statutes ("Grantor"), and WISCONSIN CENTER Recording Area DISTRICT, a public body corporate and politic special purpose This document should be returned to: district created pursuant to chapter 229 of the Wisconsin Statutes Danielle M. Bergner ("Grantee"). Grantor for valuable consideration quitclaims to Grantee MICHAEL BEST & FRIEDRICH LLP the real estate in the City of Milwaukee, Milwaukee County, 100 E. Wisconsin Ave., Suite 3300 Wisconsin ("Property"), further described on the attached Exhibit A. Milwaukee, WI 53202
PINS: This is not homestead property.
Dated as of the day of ,2016. Exhibit A to Quitclaim Deed
Legal Description
[To be inserted] EXHIBIT F
Permitted Exceptions
[attached] Permitted Exceptions
1. Taxes, general and special for the year 2016, not now due and payable.
2. Public or private rights, if any, in such portion of the subject premises as may be presently used, laid out or dedicated in any manner whatsoever for road and street purposes.
3. Easements or rights, if any, of the public or any school district, utility, municipality or person, as provided in Section 66.1005(2)(a) of the Statutes, for the continued use and right of entrance, maintenance, construction and repair of underground or overground structures, improvements or service in that portion of the captioned premises which were formerly a part of any alley or street or public way, now vacated, as further evidenced by (but not limited to):
NOTE: Resolution to vacate alley recorded on August 9, 1961 in Volume 4164 of Deeds at page 617 as Document No. 3897112.
NOTE: Resolution to vacate alley recorded on August 9, 1961 in Ree1306 Image 2047 as Document No. 4253007.
NOTE: Resolution for street widening recorded on February 17, 1969 in Reel 464 Image 1558 as Document No. 4446139.
NOTE: Resolution to vacate alley recorded on January 27, 1987 in Ree12035 Image 1447 as Document No. 6015451.
NOTE: Resolution to vacate alley recorded on June 11, 2014 as Document No. 10366435.
NOTE: Resolution to vacate alley/s recorded on March 17, 2016 as Document No. 10547805.
4. Restriction ascontained on Certified Survey Map No. No. 4862, reciting as follows: In consideration of the approval of this map by the Common Council and in accordance with Chapter 9 of the Milwaukee Code, the undersigned agrees: That all utility lines to provide electric power and telephone services and cable television or communications systems lines or cables to all parcels in the certified survey map shall be installed underground in easements provided therefor, where feasible. This agreement shall be binding on the undersigned and assigns.
Easement granted to Wisconsin Electric Power Company recorded on December 30, 1952 in Volume 3103, page 437 as Document No. 3166818.
6. Easement granted to Wisconsin Electric Power Company recorded on November 14, 1957 in Volume 3762, page 25$ as Document No. 3621494.
7. Easements contained in Quit Claim Deed recorded on May 23, 1986 in Reel 1885, page 1379 as Document No. 5917893.
8. Terms and conditions contained in Redevelopment Plan Park East Redevelopment recorded on August 11, 2004 as Document No. 8841218. As amended by Redevelopment Plan Amendment No. 1 recorded on October 11, 2004 as Document No. 8881122.
As amended by Redevelopment Plan Amendment No. 2 recorded on June 10, 2005 as Document No. 9026368.
As amended by Redevelopment Plan Amendment No. 3 recorded on February 28, 2006 as Document No. 9191015.
As amended by Redevelopment Plan Amendment No. 4 recorded on May 12, 2011 as Document No. 9995805.
As amended by Redevelopment Plan Amendment No. 5 recorded on March 28, 2012 as Document No. 10098290.
9. Rights of the City of Milwaukee and the Redevelopment Authority of the City of Milwaukee by reason of the fact that the subject premises are include in the Redevelopment Plan for the Park East Redevelopment Project. A certified copy of said Redevelopment Plan with accompanying approval resolutions of the Common Council of the City of Milwaukee and the Redevelopment Authority of the City of Milwaukee was recorded on August 11, 2004, as Document No. 8841218, as amended by Redevelopment Plan Amendment No. 1, recorded October 11, 2004, as Document No. 8881122, and Redevelopment Plan Amendment No. 2, recorded June 10, 2005, as Document No. 9026368, and Redevelopment Plan Amendment No. 3, recorded February 28, 2006, as Document No. 9191015, and Redevelopment Plan Amendment No. 4, recorded. May 12, 2411, as Document No. 9995805, and Redevelopment Plan Amendment No. 5, recorded March 28, 2012, as Document No. 10098290.
10. Provisions for taxes or assessments as contained in BID #21-Downtown, none now due and payable.
11. Rights of the Milwaukee Bucks, including the right to operate, locate, and remove certain communications equipment, under that certain lease by and between the Bradley Center Sports and Entertainment Corporation and the Milwaukee Bucks dated the 30th day of September, 1988 (as subsequently amended).
12. Matters disclosed by Certified Survey Map No. (to be recorded on or about the Closing Date).
13. All easements, prescriptive rights, encroachments, or other matters of survey disclosed by the ALTA/ACSM survey made and certified by Kapur &Associates on February 10, 2016 designated Project Number 15.0200.01 ,as such survey may be updated prior to the Closing Date. EXHIBIT G
FORM
CERTIFICATE OF NONFOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION, a public body corporate and politic created pursuant to chapter 232 of the Wisconsin Statutes ("Transferor"), the undersigned hereby certifies the following on behalf of the Transferor:
1. Transferor is not a foreign corporation, foreign trust, foreign estate or foreign person (as this term is defined in the Internal Revenue Code and Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations;
3. Transferor's U.S. employer identification number is ;and
4. Transferor's address is
Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury the undersigned declares that it has examined this certification and to the best of its knowledge and believe it is true, correct and complete, and it further declares that it has authority to sign this document on behalf of Transferor.
TRANSFEROR: BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION
By:_ Dated: .2016 Name: Title: EXHIBIT H
Form of I3CSEC's Closing Certificate
BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION, a public body corporate and politic created pursuant to chapter 232 of the Wisconsin Statutes ("Transferor"), has entered into that certain Land Transfer Agreement dated 2016 (the "Land Transfer Agreement") with WISCONSIN CENTER DISTRICT, a public body corporate and politic special purpose district created pursuant to chapter 229 of the Wisconsin Statutes ("Transferee"). Transferor hereby certifies to Transferee that, as of the date of this Certificate, the representations and warranties contained in Section 6(a) of the Land Transfer Agreement are true and correct in all material respects.
TRANSFEROR:
BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION
By:_ Date: , 2016 Name: Title: EXHIBIT I
Form of Title Affidavit &Gap Indennnity
[attached] AFFIDAVIT
STATE OF ) ss. COUNTY OF )
being first duly sworn, deposes and says:
1. There have been no: a. Bankruptcy proceedings involving the Bradley Center Sports and Entertainment Corporation ("Company") or dissolution proceeding involving the Company during the time the Company had any interest in the premises described in the above document("Land"); b. Ta~c liens filed against the Company; c. Unsatisfied judgments of record against the Company, nor any actions pending in any courts, which affect the Land.
2. Any bankruptcy proceedings or dissolution proceedings of record against entities with the same or similar names, during the time period in which the Company had any interest in the Land, are not against the Company.
3. Any judgments or tax liens of record against entities with the same or similar names are not against the Company.
4. Wisconsin Center District or Deer District, LLC will be performing work and furnishing materials to the Land, but Company makes no representations or warranties with respect thereto. Labor or materials has been furnished to the Land by the Company and such work of improvement contracted for by the Company will be completed on or before July 20, 2016.
5. To the best of our knowledge there are no unrecorded contracts, leases, easements or other agreements relating to the Land that would create a possessory interest therein except:
(i) the current lease between BCSEC and The Milwaukee Bucks allows for the placement of certain communications equipment on the Land.
6. As of the date of Closing, there are no rights of first refusal or options to purchase all or any part of the Property except as set forth in the Milwaukee Economic Development Corporation loan documents to the extent such are not released on the neighboring property.
7. To the best of our knowledge, there are no persons in possession of any portion of the Land other than pursuant to a recorded document except as stated herein.
8. Except as shown in the survey provided contemporaneously hereto, there are no encroachments or boundary line questions affecting the Land of which the undersigned has knowledge.
9. ❑ At no time have any brokers' services been engaged with regard to the management, sale purchase, lease, option or other conveyance of any interest in the Land, nor any loan secured or to be secured thereby; and no notice of lien for any such services has been received. OR 0 Services of brokers) have been engaged with regard to the management, sale, purchase, lease, option or other conveyance of any interest in the Land or loan secured or to be secured thereby, and proof of payment in full for all such services, together with a lien waiver or estoppel letter from such indentified brokers) is attached hereto.
10. Except for matters arising from work performed by or on behalf of the Wisconsin Center District or the Deer District, LLC,there are no defects, liens, encumbrances, adverse claims of which the Company has knowledge first appearing in the public records or attaching subsequent to the effective search date of the commitment of title insurance for the Land but prior to the date and time the proposed insured acquires for value of record the estate or interest covered by the commitment for the Land.
11. That this affidavit is given for the purpose of inducing First American Title Insurance Companyand/or its agent to issue its policies of title insurance which may provide coverage as to the matters listed above. The undersigned acknowledge that they have read the foregoing and fully understand the legal aspects of any misrepresentation and/or untrue statements made herein and indemnify and hold harmless FIIZST AMERICAN TITLE INSURANCE COMPANY against liability occasioned by reason of reliance upon the statements made herein.
By: BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION
Its: Subscribed and sworn to before me this day of ,2016.
Signature of Notary Public or Other Official Notarial Stamp or Seal (or other Title or Rank)
Drafted by: First American Title Insurance Company National Commercial Services 648 N. Plankinton Avenue, Suite 410 Milwaukee, WI 53203 NCS- -MKE(_) EXHIBIT J
Fo►•in of District's Closing Certificate
WISCONSIN CENTER DISTRICT, a public body corporate and politic special purpose district created pursuant to chapter 229 of the Wisconsin Statutes ("Transferee"), has entered into that certain Land Transfer Agreement dated 2016 (the "Land Transfer Agreement") with BRADLEY CENTER SPORTS AND ENTERTAINMENT CORPORATION,a public body corporate and politic created pursuant to chapter 232 of the Wisconsin Statutes ("Transferor"). Transferee hereby certifies to Transferor that, as of the date of this Certificate, the representations and warranties contained in Section 6(b) of the Land Transfer Agreement are true and correct in all material respects and the Lease Condition described in the Land Transfer Agreement is satisfied.
TRANSFEREE: WISCONSIN CENTER DISTRICT
By:_ Date: ,2016 Name: Title: EXHIBIT K
Terms of Temporary Non-Exclusive License
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.1 As of March 25, 2016
BCSEC Block 1 Property Transfer
Continued Use and Occupancy Requirements
Orange —Shared space, exclusively available to Center during all event window [+/-3 hours]. We require use for handicap parking for event activities through at least June 6, and perhaps as late as June 15 [AHL Hockey play-off end-date]. This comprises the full extent of our handicap inventory outside of spaces in the parking structure, and all oversized vehicle disabled parking and prior to negotiating any future rights with the City. Transfer on or about June 6tn
Blue —Space that is required for our hockey ice making equipment. Upon final hockey game it will take approximately 5-7 days to remove ice and transition ice plant to off-season condition after which the space can be abandoned by the Center. Transfer time dependent on duration of hockey season. A transformer in the light blue zone below will also be relocated in this window. We expect to remove broadcast N and other data infrastructure by the same date.
Light Blue —Space is required until the new cooling towers are operational on the new dock structure [estimated to be on or about May 6]. Once those are completed the remaining towers will be abandoned in place. A transformer powering the Ice Plant will also be relocated in this window. 6tn Yellow —Space necessary for us to continue to operate Center Events through at least June and as late as 7 days after last hockey game, when we move into full conversion to the reoriented loading dock plan.
Red —Space that we will require to use for construction of the new loading dock structure. It will be released once the loading dock structure is fully functional to occur on or about the 2ptn of July.
Utilities — Utility services, including water and sewer service to north building ice plant, shall be maintained until 7 days after final hockey game or as otherwise mutually agreed.
TERM SHEET
NEW BUCKS ARENA September 22, 2015 ______
PROJECT:
Milwaukee Bucks LLC intends to construct a new arena in downtown Milwaukee to be used as the home arena of the Milwaukee Bucks NBA basketball team at a cost of $500 million. Through negotiations with the State of Wisconsin, Milwaukee County and the City of Milwaukee, it was decided that half of the project would be funded with public dollars and that the City of Milwaukee would contribute $47 million towards the overall Project. The Project includes, in addition to the new arena structure, a parking structure that will be owned by the City of Milwaukee, a public open-air plaza adjacent to the arena, a retail and entertainment facility to be known as the Live Block located to the east of the arena and a covered plaza to be located adjacent to the Live Block. The Bucks will design and construct the Project in accordance with the terms described in this Term Sheet.
PARTIES:
Milwaukee Bucks LLC and Head of the Herd LLC, including their Affiliates (collectively “Bucks”); Redevelopment Authority of City of Milwaukee (“RACM”) and City of Milwaukee (“City”)
EXHIBITS TO TERM SHEET:
Exhibit 1: Map identifying the various blocks by number Exhibit 2: Map of the proposed TID boundary Exhibit 3: Definitions Exhibit 4: List of Preconditions
CITY OBLIGATIONS:
City agrees to contribute cash, infrastructure and land to the Greater Arena Project and related properties as follows: A. $35 million cash towards the construction of the Parking Structure in accordance with statutory requirements. B. $12 million in cash towards the construction of the Plaza and other components of the Greater Arena Project which can be funded with tax-exempt bond proceeds in accordance with statutory requirements. C. If the actual costs for construction of the Bucks Arena, the Plaza and the Parking Structure are under $500 million, it is understood that City will be reimbursed for its proportionate share based on and controlled by legislation passed by the State of Wisconsin. D. Conveyance of the 4th & Highland Parcel and City’s Park East Parcel to Bucks. E. Public infrastructure improvements as follows (with all deadlines subject to revision based upon the outcome of a coordinated meeting between City, Bucks and Bucks’ contractor about the scheduling of the construction of the Greater Arena Project and the Training Facility): 1. Initiate and consider an application to vacate N. 4th Street between W. Juneau Avenue and W. Highland Avenue and N. 5th St. and the public alleys in Block 1 and complete any utility work (water/sewer/comm) related to those vacations by the end of 2015. Such vacations will proceed through the City’s standard process for street vacations.. 2. Rehab of sewer in Highland Avenue by the end of 2016 if deemed necessary by City’s Dept. of Public Works. 3. Resurface Juneau Avenue between 3rd and 6th Streets by the end of 2017. 4. Resurface Highland Avenue between 3rd and 4th Streets and between 5th and 6th Streets by the end of 2017. 5. Complete streetscaping on Juneau/Highland by the end of 2017. 6. Rebuild 5th Street from Juneau to McKinley in coordination with the construction of the Parking Structure and from State to Highland if needed in coordination with the development of Blocks 2 and 3. F. Facilitate coordination between Bucks, Milwaukee County, the State of Wisconsin and MMSD to remove footings in the Park East Land and to relocate a sewer in the Park East Land to Juneau Avenue. The parties understand that the Wisconsin Department of Transportation will relocate the sewer located in the Park East Land. City will fully cooperate and coordinate with the State of Wisconsin and Milwaukee County to relocate the sewer and will pay for any city-related incremental costs arising from the upsizing of the state-owned sewer that is located on the Park East Land.
BUCKS OBLIGATIONS:
Bucks agree to do all of the following: A. Enter into PILOT agreements with City to be recorded on title of all parcels owned by Bucks within the TID boundary, except Block 1, the Live Block Plaza and vacated 4th Street. B. Accommodate and agree to a transportation, utility and public access easement for the benefit of the City in vacated 4th Street. Such easement shall be executed by the City, the Wisconsin Center District and the Bucks prior to recording the resolution vacating 4th Street and shall include a reversionary clause that requires the re-designation of 4th Street as right-of-way at no cost to the City if the Bucks no longer use the Plaza or Bucks Arena and the City requests such re-dedication. City agrees to coordinate with Bucks on design and construction of any facilities placed within the easement area in order to accommodate any safety and operational concerns of the Bucks. C. Dedicate public right of way for N. 5th Street between Highland Avenue and State Street and from Juneau Avenue to McKinley Avenue. D. Complete construction of the Bucks Arena, the Plaza, the Live Block Plaza, the Parking Structure and the Live Block not later than 60 months following commencement of construction, subject to force majeure. E. Demolish the existing Bradley Center, at no cost to City, within 12 months following completion of construction of the Bucks Arena, subject to force majeure. F. Enter into a development agreement with City and RACM. G. Enter into a human resources agreement ("HRA") with City consistent with this Term Sheet.
BUCKS’ COMMITMENT TO CITY PREREQUISITES:
Human Resources Requirements: Bucks will take steps necessary to meet the following goals: A. On construction of the Bucks Arena, Plaza and Parking Structure: 1. 25% of construction (labor and supplies) completed by Small Business Enterprises (“SBE”), as defined in Sec. 370-1-17 of the Milwaukee Code of Ordinances (subject to standard exclusions available under City’s SBE program). 2. 18% of Architectural/Engineering professional services completed by SBE (subject to standard exclusions available under City’s SBE program). B. On the construction of the Bucks Arena, Plaza and Parking Structure: 1. 40% of workers shall qualify under the City’s Residential Preference Program ("RPP") as follows: a. RPP-qualified workers shall be City residents that are unemployed or underemployed as defined in sec. 309-41-1-f of the Milwaukee Code of Ordinances or grandfathered unemployed or underemployed City residents who no longer meet the time requirements in sec. 309-41-1-f because of their work on other recent development projects in the City of Milwaukee. b. In the event that the Bucks exhaust all eligible workers who meet the City’s RPP ordinance as described in B.1.(a), as determined by the City’s Office of Small Business Development in cooperation with the Milwaukee Area Workforce Investment Board, and have not met the 40% requirement, the Bucks may hire any City resident to fill that gap and reach the 40% requirement. 2. For purposes of maximizing employment opportunities, targeting training programs and assessing compliance feasibility within specific components of the project subject to RPP, the HRA shall provide that City (through City’s Department of City Development and Office of Small Business Development), Bucks and Bucks' project manager, in conjunction with the Milwaukee Area Workforce Investment Board in collaboration with the Milwaukee Building Trades and WRTP Big Step, shall develop a gap analysis of work force capabilities and capacities on a trade by trade basis. This analysis shall be performed both prior to commencement of construction and again following construction bidding. 3. In an effort to increase workforce capacity in the City of Milwaukee, the Bucks and City agree to contribute a minimum of $375,000 each during the next 4 years towards capacity building programs to be conducted in cooperation with MAWIB for the Greater Arena Project. The Bucks’ portion may be paid directly by the Bucks, through an Affiliate or through the Bucks’ foundation. The funding of the City portion is yet to be determined. The capacity building funds may be utilized to pay for the following: a. Completing the gap analysis as described in B.2. b. A youth recruitment program. c. Worker recruitment events. d. Development of an end user worker recruitment project. e. Business development program in the architectural and other professional fields. f. Any other program that the City and Bucks mutually agree upon.
Parking Structure With regard to the Parking Structure, the following terms are agreed to by the Parties: A. Bucks shall obtain title to Block 7 from Milwaukee County and cause the Parking Structure, not including any of the ancillary development attached to the Parking Structure, to be conveyed as a separate tax key parcel to City (free of all financial encumbrances). Ancillary development attached to the Parking Structure includes development abutting the sides of the Parking Structure and/or on the roof. Any development on the roof will be coordinated and subject to discussions with City in relation to City's rights under paragraph F, below. B. City shall pay $35 million for construction of a minimum of 1243 parking spaces. C. City has approval rights over the architect and design selected for the Parking Structure, which approval cannot be unreasonably withheld. The Parking Structure may be developed on a design/build basis. D. Bucks shall be guaranteed use of 1,243 parking spaces for events at the Bucks Arena (843 in the Parking Structure with City’s option to provide up to 400 at another, mutually agreeable location within a mutually agreeable distance from the New Arena Parcel). The offsite revenues from such relocated spaces shall be included as revenue from the Parking Structure. E. Bucks shall construct the Parking Structure subject to City’s standard public works requirements as required by law. F. City has the option, at its expense, to increase the number of spaces above 1,243 at the time of construction or at anytime in the future. G. City’s $35 million shall not cover costs related to construction of any skywalk, but City agrees to allow a skywalk to be connected to the Parking Structure if Bucks can obtain necessary approvals for the skywalk. H. City and Bucks shall enter into a master lease that leases the Parking Structure to Bucks and obligates Bucks to be responsible for operation and maintenance of the Parking Structure. It is understood that a third party professional parking operator will likely be engaged to manage day to day operations of the Parking Structure. City and Bucks shall work together to establish rates at the Parking Structure for monthly/daily parking and parking during events at the Bucks Arena. Under the lease, City shall retain sole rights to arrange for leases, at market rates determined in accordance with the preceding sentence, for any parking spaces above the 1,243 (or 843) spaces reserved for events at the Bucks Arena. The location of such leased spaces shall be subject to Bucks’ approval. I. When not being used for events at the Bucks Arena, the 1,243 parking spaces in the Parking Structure shall be made available for daily/monthly public parking. J. Bucks and City shall split all parking revenues from the Parking Structure on a 50/50 basis after costs of operation and maintenance, including capital repairs, of the Parking Structure are deducted. K. City may sell, and Bucks shall market, naming rights or corporate sponsorship signage for the Parking Structure. City and Bucks shall each receive 50 percent of any revenue associated with such naming or sponsorship. City anticipates that its share of such revenue will be dedicated to the MKE Plays initiative. Any associated signage for the naming rights or sponsorship is subject to City’s standard approval requirements, which shall not be unreasonably withheld. L. The Parking Structure needs to accommodate the Journal-Sentinel parking lease from 4th & Highland Parcel at market rates.
Developer-Backed TID City will create a $20 million tax increment district (“TID”) with a boundary as shown on Exhibit 2. A. City will finance its $12 million contribution to the Plaza through the TID. B. Bucks will finance $8 million towards the TID by purchasing tax-exempt revenue bonds from RACM that represent Bucks’ $8 million developer contribution to the TID. C. Tax increments actually received by City through the TID shall be used to first repay City for its $12 million contribution plus cost of borrowing. D. Upon City being fully repaid for its $12 million contribution and borrowing costs, Bucks will be repaid its $8 million contribution plus 4.5% compounded interest through tax increments actually received by City through the TID. E. City shall not enter into any other development agreements in the TID that make another developer superior to Bucks’ repayment rights or extend the length of time of Bucks’ repayment. F. The TID shall last no more than 25 years from its effective date.
Local Retailer Participation – Live Block A. Bucks intends to develop retail and entertainment on the Live Block. B. Bucks will include 25% of Milwaukee-based retailers as tenants in the Live Block, subject to the tenant availability and ability to pay prevailing market rent rates. Local providers may include Bucks, but portions of the Live Block where Bucks sublease to non-local franchises shall not be counted towards the 25%.
Surface Parking A. It is contemplated that Blocks 5 and 6 will be used for temporary surface parking while the Bucks Arena is being constructed as replacement for the current surface parking located on the western half of Block 1 for up to 24 months following completion of the construction staging for the Greater Arena Project and ancillary development on the Park East Land. B. City’s and Bucks’ interests are aligned in developing the Park East Land in an expedient and thoughtful manner.
PERMITTING & ZONING:
A. City agrees to provide designated contact persons to handle permitting and zoning issues related to the construction of the Bucks Arena, Plaza, Parking Structure and Training Facility. B. Detailed Plan Development zoning shall be used for all development within the TID. C. Bucks shall be responsible for paying a maximum of $1 million in costs for permit fees and on-site expedited applications, reviews, inspections and approvals for the Bucks Arena, Plaza, Parking Structure and the Training Facility.
CITY LAND CONTRIBUTIONS:
A. City shall convey City’s Park East Parcel to Bucks by quit claim deed within 30 days after Milwaukee County conveys the Park East Land to Head of the Herd, LLC. B. City shall convey the 4th & Highland Parcel to Bucks by quit claim deed. C. Both parcels shall be subject to a deed restriction that requires them to be subject to a PILOT agreement. D. Bucks shall demolish the parking structure at the 4th & Highland Parcel in accordance with the timeframe established in the construction contract for the Bucks Arena. E. Bucks shall exercise good faith efforts to complete construction of the Live Block by the time the Bucks Arena opens. F. The timing of paragraphs B, D and E shall be subject to revision based upon coordinated efforts between Bucks and City’s Dept. of Public Works as the Greater Arena Project progresses. In addition, City will cooperate with Bucks in land conveyances to minimize income tax and transfer tax consequences.
GENERAL:
This Term Sheet does not constitute a binding agreement. The terms set forth herein and other provisions customary for a transaction of this sort shall be incorporated in one or more agreements among City, RACM and Bucks. Resolutions approving this Term Sheet shall provide for the execution of all additional project documents and instruments necessary to implement the Project.
1050-2014-2970:216380
Exhibit 1 Map identifying the various blocks by number
Exhibit 2 TID Boundary Exhibit 3
Definitions
4th & Highland Parcel means the City-owned parcel of land and parking structure located at 324 West Highland Avenue.
Affiliate means a person, persons or entities directly or indirectly under the same control, ownership or management as the Milwaukee Bucks LLC or Head of the Herd LLC or a person, persons or entities controlling or managing the Milwaukee Bucks LLC or Head of the Herd LLC.
Bradley Center Land means Blocks 2 and 3.
Bucks means Milwaukee Bucks LLC; Head of the Herd LLC; and any Affiliate(s).
Bucks Arena means the basketball arena to be constructed by Bucks on Block 1.
City’s Park East Parcel means the City-owned 8,246 sq. ft. parcel of land located on the southeast corner of Block 5 at the intersection of N. 3rd Street and W. Juneau Avenue.
Greater Arena Project means the design and construction of the Bucks Arena and all related facilities including the Plaza, the Live Block, the Live Block Plaza and the Parking Structure.
Live Block means a retail and entertainment facility to be constructed by Bucks on a portion of Block 4 on a separate tax key parcel to be created by a certified survey map of the 4th & Highland Parcel.
Live Block Plaza means a covered pedestrian plaza area adjacent to the Live Block to be constructed by Bucks on a portion of Block 4 on a separate tax key parcel to be created by a certified survey map of the 4th & Highland Parcel.
New Arena Parcel means Block 1.
Park East Land means the County-owned land in Blocks 5, 6, 7 and 8.
Plaza means the open-air, public plaza just east of the proposed Bucks Arena located on vacated 4th Street and the easternmost portion of the New Arena Parcel.
Parking Structure means a new parking structure having a minimum of 1243 parking spaces to be constructed by Bucks on Block 7 and to be owned by City.
Training Facility means the team training facility to be constructed by Bucks on Block 8.
Exhibit 4
List of Preconditions for Project
A. Passage of State legislation in a form that is satisfactory to the parties
B. Formation of new WCD Board
C. Transfer Agreement between Bradley Center and WCD and conveyance of Block 1 to WCD
D. Negotiation and execution of master arena lease, management and operations agreement between Bucks and WCD approved by NBA
E. Negotiation and execution of master development / construction oversight agreement between Bucks and WCD, approved by NBA
F. Engagement of A/E and Contractor by Bucks on terms consistent with WCD and NBA requirements
G. Park East Land optioned to Head of Herd LLC
H. Detailed planned development zoning approval for Blocks 1 and 4
I. WCD passes resolutions to issue necessary debt
J. City approves TID and development agreement with Bucks
PEDESTRIAN MALL LEASE
Document Title
4TH STREET PUBLIC PLAZA PEDESTRIAN MALL LEASE Recording Area Name and Retum Address Mary L. Schanning Assistant City Attorney City of Milwaukee 200 E. Wells Street, 8"t Floor Milwaukee, WI 53202
This document was drafted by:
Atty. Mary L. Schanning Office of the City Attorney 200 E. Wells Street, 8th Floor Milwaukee, WI 53202
1050-2014-2970:22465 8
DEN-93744-1 TABLE OF CONTENTS Pale
RECITALS ...... 1
1 . Definitions ...... 2
2. Leased Premises ...... 4
3 . Term ...... 4 4. Development of Public Plaza ...... 5
5 . Rent/Consideration...... 8 6. Use of the Preinises ...... 8 7. Maintenance of Premises; Operating Costs; Security ...... 9
8 . Special Events ...... 10 9. Compliance with Laws and Regulations; Environmental; Nondiscrimination ..... 11
10 . Insurance ...... 11
11 . Termination of Lease ...... 12 12. Indemnification; Waiver of Subrogation ...... 14 13. Annual Report to City ...... 14
14 . Public Records ...... 14 15. Possible Restrictions/Encumbrances ...... 15
16 . Liens ...... 15 17. Property Taxes; Assessments; Fees and Charges ...... 16
18 . City Entry Rights ...... 17
19 . City Audit Rights ...... 17 20. Defaults and Remedies...... 17 21. Condemnation or Damage of Premises...... 18 22. No Beneficial Interest ...... 19 23. Third Party Beneficiaries ...... 19
24 . Waiver ...... 19
25 . Governing Law ...... 20
26 . Notices ...... 20 27. Severability of Provisions ...... 20
28 . Captions ...... 21
29 . Entire Agreement ...... 21
EXHIBIT A: Map and Legal Description of Premises ...... 24 EXHIBIT B: Design Guidelines ...... 26 EXHIBIT C: Insurance Requirements...... 27 EXHIBIT D: Recognition Agreement ...... 28
DEN-93744-1 PEDESTRIAN MALL LEASE
THIS PEDESTRIAN MALL LEASE (this "Lease"), is made and entered into as of this day of , 2016,(the "Effective Date") and is by and between THE CITY OF MILWAUKEE (hereinafter "City") and WISCONSIN CENTER DISTRICT (hereinafter the "WCD").
RECITALS
A. City, the Redevelopment Authority of the City of Milwaukee and Deer District LLC entered into that certain Cooperation, Contribution and Development Agreement dated as of December 22, 2015 (the "Development Agreement"), regarding the implementation of the Arena Project as that term is defined in the Development Agreement and this Lease is entered pursuant to Section 8.6 of the Development Agreement. Any capitalized terms used in this Lease shall have the definition provided in the Development Agreement, unless otherwise defined herein.
B. WCD is a local exposition district created and existing pursuant to Subchapter II of Chapter 229 of the Wisconsin Statutes and is the owner of the Arena Parcel that will be the location of the Bucks Arena, as those terms are defined below.
C. City holds the right-of-way known as North 4th Street directly east of and adjacent to the Arena Parcel and located between West Juneau Avenue and West Highland Avenue in Milwaukee, Wisconsin (the "Premises"), more particularly described in Exhibit A attached hereto, and more commonly known as the "North 4th Street Pedestrian Mall."
D. The Premises was designated as a pedestrian mall by City's Common Council adopting File No. 151444, which created Sec. 113-21 of the Milwaukee Code of Ordinances, on April 15, 2016, which designation was conditioned upon City and WCD entering into this Lease and future City approval of design plans for the Premises.
E. Pursuant to 2015 Wisconsin Act 60, enacted by the State of Wisconsin, WCD will lease the Bucks Arena, the Arena Parcel and the Live Block Plaza to ArenaCo, as defined below, for use by the Milwaukee Bucks National Basketball Association basketball franchise (the "Team").
F. City is willing to lease the Premises to WCD on the terms and conditions set forth herein with the understanding that the Premises will be subleased to ArenaCo by the Arena Lease, Management and Operations Agreement by and between WCD and ArenaCo pursuant to Sec. 229.461, Wis. Stats., and dated ~ph~ ~ 3 2016 (the "Sublease") and be developed, maintained and used by ArenaCo pursuant thereto for no additional charge as a public plaza located between the Arena Parcel and the Live Block Plaza.
G. City authorized the execution of this Lease by City Common Council Resolution File No. 151748, passed April 15, 2016.
DEN-93744-3 _ 1 _ NOW THEREFORE, for and in consideration of the mutual promises and covenants contained herein including the recitals above, which are agreed to and incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and WCD agree as follows:
1. Definitions.
A. "Approved Plaza Plans" means the final design plans for the Public Plaza that are consistent with the Design Guidelines and approved by the City of Milwaukee Common Council (the "City's Common Council").
B. "ArenaCo" means Deer District LLC or its Affiliate, as that term is defined in the Development Agreement, pursuant to a sublease agreement entered into by WCD as sublessor and such entity, as sublessee.
C. "Arena Parcel" means land bounded by West Juneau Avenue on the north, North 6th Street on the west, West Highland Avenue on the south and North 4th Street on the east where a new Bucks Arena will be constructed.
D. "Bucks Arena" means the new basketball axena to be constructed by ArenaCo on the Arena Parcel for use by the Team (or such other National Basketball Association basketball franchise as may be applicable from time to time) and other uses and purposes set forth in the Sublease.
E. "Desi~;n Guidelines" means the design guidelines for the Public Plaza attached to this Lease as Exhibit B.
F. "Development Agreement" has the definition provided in Recital A above.
G. "Leasehold Mortgagee" means the holder of a mortgage, deed of trust, security deed, deed to secure debt or any similar other instrument or agreement constituting a lien upon, or similarly encumbering a leasehold or sub-leasehold estate, as renewed, restated, modified, consolidated, amended, extended or assigned (absolutely or collaterally) from time to time. (including any trustee, servicer or administrative agent acting on behalf of the holder or holders thereof ).
H. "Live Block Plaza" means a covered pedestrian plaza area to be designed and constructed by ArenaCo on the parcel more particularly identified and described in the Development Agreement.
I. "NBA" means the National Basketball Association.
J. "Plaza FF&E" means furniture, fixtures and equipment placed or affixed by WCD or ArenaCo on the Premises that are consistent with the use of the Premises as a public plaza or such other use as agreed to between WCD and the City, including, without limitation, tables, chairs, bike racks, trash receptacles, tents, carts and similar furniture, fixtures and equipment.
-2- DEN-93744-3 K. "Plaza Improvements" means improvements, hardscape and softscape installed by WCD or ArenaCo on the Premises as part of the Public Plaza that are consistent with the use of the Premises as a public plaza or such other use as agreed to between WCD and the City, including, without limitation, bike share stations, canopies, sculptures, gazebos, kiosks, water features, decorative paving, light posts, signage, landscaping and similar facilities and amenities.
L. "Premises" has the definition provided in Recital C above.
M. "Public Plaza" means a public plaza that will be constructed on the Premises in accordance with the Approved Plaza Plans and this Lease.
N. "Recreational Activities" means collectively any activities undertaken by the general public for the purpose of exercising, relaxation or pleasure that are consistent with activities generally associated with other public plazas and open spaces in the City of Milwaukee including, but not limited to, walking, running, sitting, gathering, biking, stretching, picnicking, sight-seeing and other similar activities that are in compliance with this Lease and any applicable federal, state, and local law, regulations, and ordinances.
O. "Sublease" has the definition provided in Recital F above.
P. "Special Events" means WCD-Controlled Activities, as defined below, or activities organized, controlled and supervised by third-parties on a portion of the Premises that axe not open to the general public, as allowed pursuant to Section 8 of this Lease. Special Events shall be limited to lawful uses as allowed by Section 6 of this Lease.
Q. "Term" means the term of this Lease as described in Section 3 below.
R. "Transit Amenities" means infrastructure to accommodate public transportation through the Premises. Transit Amenities includes a single set of rails for fixed rail transit (or any alternative to a fixed rail system as deemed appropriate by City), utilities and overhead wires necessary to operate a fixed rail transit vehicle through the Premises and other transportation related amenities including, but not limited to, ticket kiosks, signage, areas for loading and unloading of passengers, lighting, recreation trail, bicycle racks and bike shaxe stations. The City sha11 be responsible for the maintenance and repair of any and all Transit Amenities located on or in the Premises.
S. "Transit Amenities Corridor" means a 30-foot wide strip within the Premises, extending 15 feet on each side of the center line of the Transportation Lane and delineated in the Approved Plaza Plans, in which the City must locate all of its Transit Amenities.
T. "Transportation Lane" means an at least 11-foot wide strip within the Premises that is described in the Design Guidelines, delineated in the Approved Plaza Plans and reserved for future use by City for a single set of rails to accommodate a
-3- DEN-93744-3 fixed-rail public transportation system through the Premises. Such Transportation Lane shall include a reasonable number of pedestrian passageways and crossings to permit pedestrians to cross from one side of the Public Plaza to the other.
U. "WCD-Controlled Activities" means activities undertaken at the Premises that are organized, controlled and supervised by WCD, ArenaCo or others authorized by WCD. WCD-Controlled Activities may include Recreational Activities that are organized, controlled or supervised by WCD and activities that are not Recreational Activities including, but not limited to, concerts and theatrical performances, sports-related activities or tournaments, rallies or other assemblies, festivals or convention-related activities and may include exclusive use of a portion of the Premises by WCD for a temporary period, pursuant to Section 8 of this Lease.
2. Leased Premises. Subject to the terms hereof, the City does hereby lease the Premises to WCD.
A. Recording of Lease. The City shall record this Lease (or evidence thereof in the Milwaukee County Register of Deeds Office and WCD agrees to cooperate with City in that regard.
B. City Leases to WCD. Subject to all the terms and conditions in this Lease, City hereby leases to WCD and WCD hereby leases from City the Premises, on an AS- IS, WHERE-IS BASIS and with all faults, encumbrances and defects, known or unknown, discovered or to be discovered.
C. Sublease to ArenaCo. In the event that the Premises are subleased to ArenaCo as permitted herein, the Sublease shall incorporate all of the terms of this Lease in respect of the Premises only and, as a condition of such sublease, ArenaCo shall take on all obligations, responsibilities, rights and liabilities of WCD under this Lease solely with respect to the Premises; provided, however, ArenaCo shall have no liability for matters caused by the affirmative actions of WCD, including acts of negligence, bad faith or willful misconduct. City is not a party to the Sublease. In the event of inconsistencies between this Lease and the Sublease, as it relates to the Premises, the terms of this Lease shall apply.
3. Term.
A. The Term of this Lease shall commence on the Effective Date and, unless sooner terminated as herein provided, shall expire immediately after the expiration of the Sublease on (i) the first June 30 following the thirtieth (30th)anniversary of the of the Team's first regulax season NBA game in the Bucks Arena, if the Team's first regulax season game in the Bucks Arena occurs before the NBA's All Star Game for that season, and (ii) the second June 30 following the thirtieth (30~`) anniversary of the of the Team's first regular season NBA game in the Bucks Arena, if the Team's first regular season game in the Bucks Arena occurs after the NBA's All Star Game for that season.
-4- DEN-93744-3 B. WCD shall have the option, to extend the Term for three additional periods of five (5) years each by written notice to the City given no later than eighteen (18) months prior to the then-current scheduled expiration date of this Lease. The City shall give effect to any notice of extension made by WCD, ArenaCo or a Leasehold Mortgagee.
4. Development of Public Plaza. As part of the consideration being provided by WCD to City and a material provision of this Lease without which City would not have entered into this Lease, WCD shall, or shall cause ArenaCo to, design, construct, maintain, repair and operate during the Term hereof the Public Plaza on the Premises at no cost to the City other than the Plaza Contribution as described in the Development Agreement, unless otherwise provided herein. The development of the Public Plaza by WCD shall meet the following requirements and be subject to the following limitations:
A. Plan Approval. WCD shall, or shall cause ArenaCo to, design the Public Plaza to be complimentary to and consistent with the design of the adjacent Bucks Arena and Live Block Plaza and consistent in all material respects with the Design Guidelines. The Public Plaza should operate cohesively with and connect the Live Block Plaza and the Bucks Arena. Design of the Public Plaza shall include appropriate transitions between the Premises and the open public rights-of-way directly north and south of the Premises and allow for the seamless flow of traffic around the Premises. The design plans for the Public Plaza are subject to the review and approval of City's Common Council and upon such review and approval, shall be the Approved Plaza Plans.
B. Public Transportation. City reserves the right to use a portion of the Premises for public transportation purposes as described below. To the extent that City's plans interfere with WCD fulfilling its obligations hereunder, those obligations will be suspended.
(1) City may, at its sole discretion, use the Transit Lane and Transit Amenities Corridor for public transportation purposes including, but not limited to, constructing, installing, operating, maintaining and repairing the Transit Amenities. Public transportation purposes shall not include private, vehicular transportation. With regard to fixed rail transit, City may construct and operate no more than one set of rails through the Premises, the location of which shall be cleaf~ly delineated in the Public Plaza as the Transportation Lane, as described in the Design Guidelines and shown in the Approved Plaza Plans. All other Transit Amenities shall be located within the Transit Amenities Corridor. City is solely responsible for all liability related to public transportation and the Transit Amenities except where such liability is caused by the intentional or negligent acts or omissions of WCD or ArenaCo.
(2) The City shall (a) provide WCD with reasonable prior notice of any installation, operation, maintenance or repair of Transit Amenities, (b) coordinate the scheduling of the same with WCD, with the understanding
-5- DEN-93744-3 that the operation of the Transit Amenities will occur pursuant to a regular schedule that is publicly available and need not be provided to or coordinated with the WCD except when initially established or materially revised, (c) consult with WCD regarding the design and aesthetics of Transit Amenities and use commercially reasonable efforts to coordinate such design and aesthetics with the design and aesthetics of the Plaza Improvements and the Plaza FF&E, and (d) use commercially reasonable efforts to minimize interference with the use of the Public Plaza by WCD during any such installation, operation, maintenance or repair of Transit Amenities. In addition, in no event shall the City promote, advertise or market products, services or corporate identities of third parties in or on the Transit Lane, Transit Amenity Corridor or Transit Amenities, except on transit vehicles that are traveling through and only momentarily stopping within the Transit Lane, that compete with sponsors of the Bucks Arena, the Team or the Live Block.
(3) WCD shall not be responsible for any costs related to the installation, maintenance, repairs or operation of Transit Amenities within the Premises, unless such costs are higher than they otherwise would have been due to the nature of the Plaza Improvements (e.g., the cost to remove and replace decorative pavers is greater than the cost to remove and replace asphalt). In addition, subject to the City's obligations under Section 4.B.(2) above, the City shall not be responsible for any increase in costs incurred to use the Premises during any installation, operation maintenance or repair of the Transit Amenities.
(4) Subject to the City's obligations under Section 4.B.(2) above, WCD's use of the Premises shall not interfere with City's use of the Transit Amenities located within the Transit Amenities Corridor, including any installation, operation, maintenance or repairs necessary for the Transit Amenities.
(5) By reserving the transportation rights described herein, City has not obligated itself to construct or install any Transit Amenities at the Premises within any particular timeframe or ever.
C. Public Access. City reserves, for the general public, the right to use the Premises for public access as described below.
(1) WCD shall operate the Premises in a manner that keeps it open to the general public in accordance with all applicable federal, state and local laws, statutes, ordinances, codes and regulations provided, however, that public use shall be limited to normal and customary pedestrian and recreational uses appropriate for a public plaza of the size and scope of the Public Plaza and otherwise in accordance with the terms of this Lease and provided further that the public access and rights granted herein shall exclude any commercial activities or operations by members of the public not expressly allowed by WCD.
-6- DEN-93744-3 (2) The right of the public to use the Premises shall not extend to uses inconsistent with City's public transportation rights described above in Subsection 4.B. or with WCD's use and operation of the Public Plaza. Such inconsistent uses may be, but are not limited to, loitering, unauthorized vendor or commercial activities or other types of uses that may constitute a public or private nuisance.
(3) Except as expressly provided herein, including Special Events permitted pursuant to Section 8 of this Lease, WCD shall, at all times, make the Premises available for use by members of the public, except at such times as the Premises, or -any portion thereof, must be closed for. construction, maintenance or repair of the Plaza Improvements, Plaza FF&E, utility facilities or any Transit Amenities installed by City under this Lease; to protect against unsafe conditions; to avoid the acquisition of adverse or prescriptive rights.
D. Plaza Improvements. Subject to compliance with applicable laws and the public transportation and public access rights granted herein, WCD shall have the right, from time to time and at any time, to place or install Plaza Improvements on the Premises consistent with the Approved Plaza Plans. Any material changes to the Plaza Improvements at any time during the Term that are materially inconsistent with or substantially different from the Approved Plaza Plans shall first be approved by City's Common Council. Any Plaza Improvements that are not consistent in all material respects with the Approved Plaza Plans and have not been approved by City's Common Council shall be removed at WCD's sole cost upon written request from City to WCD.
E. Utilities.
(1) WCD acknowledges that the Premises are a Pedestrian Mall that is held by City as public right-of-way subject to regulation by the Wisconsin Public Service Commission and as such the Premises contains publicly and privately-owned utility facilities, including a 30-inch City-owned water main, which may remain in place within the Premises throughout the Term. WCD and City agree that as part of the development of the Public Plaza, City will replace its water main located within the Premises and WCD shall pay City's actual costs for such water main replacement. Such costs are estimated to be $400,000.
(2) WCD acknowledges that the owners of utility facilities located within the Premises have rights to access their facilities for repairs and replacement as deemed necessary by the owner of the utility facilities, subject to City permitting requirements, Wisconsin Public Service Commission rules and regulations and applicable Wisconsin Statutes including, but not limited to Sections 55.0831 and 182.017, Wis. Stats. Such access rights may interfere with WCD's use of the Premises from time to time.
-7- DEN-93744-3 (3) City shall, unless an emergency situation prohibits it, use its best efforts to notify WCD at least 30 days before City needs to repair, replace or do any work on its utility facilities that require excavation of any portion of the Premises. In the event the City needs to excavate any portion of the Premises to access its utility facilities, City shall be obligated to only restore such disturbed area of the Premises to standard pavement with WCD obligated to restore any decorative paving or other Public Improvements located in the area disturbed. In all circumstances, City should exercise reasonable efforts to schedule any required repair, replacement or work from July 1 until November 1.
(4) As part of the development of the Public Plaza, WCD shall pay We Energies' charges for upgrading a gas line owned by We Energies that is currently running through the Premises. Such payment shall be made directly to We Energies and is estimated to be $250,000.
5. Rent/Consideration. WCD shall pay no monetary rent to City under this Lease. As consideration for City's lease of the Premises to WCD, WCD agrees it shall develop the Premises into the Public Plaza, as required herein, and shall assume other obligations and responsibilities as described in Section 7, below.
6. Use of the Premises. WCD's use of the Premises must, at all times, be lawful and in compliance with all applicable federal, state and local laws, regulations and ordinances (including laws, regulations or ordinances requiring permits and/or licenses), and must be conducted so as not to unreasonably interfere with (i) immediately adjacent parcels, (ii) pedestrian and bicycle-friendly uses and (iii) the Transit Lane and Transit Amenities. Subject to the limits described above and shared use vd~[th the general public as described herein, the Premises may be used for any purpose permitted by law, including:
A. The Premises may be used for Recreational Activities.
B. The Premises may be used for WCD-Controlled Activities.
C. WCD may, pursuant and subject to applicable state and local laws, apply for any licenses necessary to allow for the sale and consumption of alcoholic beverages on the Premises.
In addition, WCD shall have the exclusive right to allow commercial vending and similar activities, including, without limitation, the right to place kiosks, food trucks, push carts and similar temporary structures, carts and other similar items within the Premises and to charge reasonable user or license fees or similar charges to operators of such items, so long as such structures, carts and other items do not unreasonably interfere with City's or the general public's use of the Premises for public access or transportation purposes and so long as such structures, carts and other items comply with any applicable state laws and City ordinances.
-8- DEN-93744-3 7. Maintenance of Premises; Ouerating Costs; Security.
A. Maintenance of Premises by WCD. WCD shall be solely responsible for the maintenance and repair of the Premises (excluding any Transit Amenities located on or in the Premises) in accordance with maintenance standards generally applied to public plazas in the City of Milwaukee. Subject to Section 4.B.(2), WCD shall be responsible, at its expense, for all routine or non-routine, capital or non-capital, repair, maintenance and landscaping of the Premises, the Plaza Improvements and the Plaza FF&E. Subject to Section 4.B.(2), the foregoing includes, but is not limited to, WCD being responsible for:
(1) Picking up and removing litter, trash and rubbish at the Premises on a routine basis so as to keep the same clean and litter-free. Following any WCD-Controlled Activity or Special Event, WCD's responsibility for removing litter shall be expanded to include the public rights-of-way ' within a 2 block radius surrounding the Premises. Such expanded litter removal shall be completed within 12 hours following a WCD-Controlled Activity or Special Event.
(2) Removing snow and ice from the entire Premises in accordance with the same requirements in Milwaukee Code of Ordinances §§ 116-8 and 116-16 for sidewalks.
(3) Promptly removing graffiti from the Premises and the Plaza Improvements.
(4) Mowing any grass on the Premises on a regular basis.
(5) Removing weeds and pruning trees, bushes, and vegetation at the Premises and fertilizing, on an as-needed basis.
(6) Repairing and restoring any damage to the Premises or Plaza Improvements as practicable and within a reasonable time.
(7) Properly preparing Plaza Improvements for winterization, weather and change of seasons.
(8) Keeping the Premises and Plaza Improvements in good, working and clean condition.
B. Failure to Maintain. If WCD fails to maintain the Premises or the Plaza Improvements in the condition required by this Lease as determined by City's Commissioner of Public Works, City's Commissioner of Public Works shall provide WCD with a written notice setting forth the maintenance or repair work that City's Commissioner of Public Works reasonably determines has not been done. If WCD does not complete such maintenance or repair work within 30 days from the date of receipt of the aforesaid written notice, and such failure to complete such maintenance or repair work is not as a result of causes beyond
-9- DEN-93744-3 WCD's reasonable control ("Force Majeure Delay"), then City may perform such work and shall be reimbursed by WCD for all reasonable costs incurred in performing such work. Should WCD fail to reimburse City for such work within 30 days after written demand therefor, WCD hereby agrees that City shall have the right to assess the costs for such work as a special charge against property owned by WCD adjacent to the Premises under the provisions of Sec. 66.0627, Wis. Stats., and as the same may be renumbered or amended from time to time. Should City need to proceed with such special charges under the provisions of Sec. 66.0627, Wis. Stats., WCD hereby waives notice and hearing on such charges. The Sublease shall contain language whereby ArenaCo agrees to the same waiver of notice and hearing as described above and that special chaxges may be assessed against the Live Block and ArenaCo's leasehold estate in the Bucks Arena.
C. Operating. WCD shall pay for all maintenance and operating costs for the Premises, including, but not limited to, all electricity, water and other utilities used for lighting, cleaning and watering of grass and other plant materials on the Premises, if any, and any other utility costs associated with operating and maintaining the Premises and the Plaza Improvements. Such operating costs shall not include costs of operating or maintaining any Transit Amenities installed by City.
D. Security. City shall provide police and fire protection to the Premises to the same extent and on the same basis it provides police and fire protection to other properties in the City of Milwaukee. WCD shall be responsible for any additional security, including crowd-control, on the Premises (other than the Transit Amenities) required as a result of WCD's development and use of the Premises, including for any WCD-Controlled Activities and Special Events. WCD shall work with City's Police Department to determine the appropriate level of security necessary for WCD-Controlled Activities and Special Events. Notwithstanding, the public access rights granted in this Lease, City's Police Department or WCD's security forces may, subject to federal, state and local legal requirements, remove members of the public from the Premises or prohibit their entry onto the Premises if such person is acting in a disorderly manner, creating a public or private nuisance, posing safety concerns to persons or causing damage to property within the Premises.
8. Special Events. WCD may close portions of the Premises, excluding the Transportation Lane and any areas of the Premises containing Transit Amenities, for Special Events, but only on a temporary basis, as permitted herein.
A. Permit Required. In the event that WCD desires to have Special Events or if WCD desires to allow athird-party to use the Premises for an event, WCD or such third-party shall apply for a special event permit pursuant to Section 105- 55.5 of the Milwaukee Code of Ordinances and pay the necessary fees pursuant to Section 81-114.6 of the Milwaukee Code of Ordinances. City agrees that no special event permits will be granted for use of the Premises by third-parties
-10- DEN-93744-3 without the written consent of WCD, which consent may be withheld by WCD in its sole discretion.
B. Admission Fees. WCD may charge a reasonable admission fee to people attending Special Events at the Premises. Information regarding the amount of such fees shall be included in the WCD's permit application required by subsection 8.A., above. WCD may charge fees to vendors who participate in the Special Event in accordance with Section 6.F., above. This Lease does not restrict admission fees for events in the Bucks Arena where the admission to the Plaza is not charged separately.
9. Compliance with Laws and Regulations; Environmental; Nondiscrimination.
A. WCD shall, at its sole cost and expense, comply with any and all laws, statutes, ordinances and regulations, federal, state, county, or municipal, now or hereafter enforced, or applicable to its existence at, or use, occupancy or improvement (including repair or maintenance) of, any part of the Premises.
B. WCD shall not store, use, discharge or dispose of any hazardous or toxic substances, pollutants or contaminants ("Contaminants") on any part of the Premises other than conventional landscaping and maintenance items such as cleaning materials which must nonetheless be stored, used, discharged and disposed of in strict compliance with all applicable federal, state and local laws, rules and regulations.
C. To the extent required by any applicable governmental authority, WCD shall be responsible (i) for remediating any Contaminants or environmental pollution on any part of the Premises to the extent caused by WCD or its employees, agents or permittees, and (ii) for repairing any damage (environmental, physical, structural or otherwise) to the Premises to the extent caused by WCD or its employees, agents or permittees.
D. WCD shall not, with respect to its use and occupancy of the Premises, discriminate against any person on the basis of race, sex, sexual orientation, creed, national origin or identity, color, religion, marital status, age or handicap.
10. Insurance. WCD shall obtain and maintain in place during the entire Term, at its expense, insurance as described in strict compliance herewith:
A. General Liabilit~pertv, and Other Coverage. General liability insurance that protects against exposures associated with the operations of WCD and its use, maintenance and operation of the Premises including, but not limited to liability for WCD-Controlled Activities at the Premises, contractual liability protection for the risks assumed by WCD in this Lease and property insurance for WCD-owned property and the Plaza Improvements. WCD shall also obtain and maintain in place during the entire Term workers compensation insurance, employers liability insurance and other insurance coverage in the types and amounts set forth in Exhibit C attached hereto. WCD shall be under no obligation with respect to
-11- DEN-93744-3 general liability insurance for any transit related matters, including, without limitation, the Transit Amenities.
B. Policies. All policies shall be endorsed to protect City and WCD (and any lender holding a mortgage on WCD's or ArenaCo's interest under the Lease or the Sublease, as applicable) as their interests may appear. All policies shall be obtained by WCD under valid and enforceable standard form policies issued by responsible insurance companies licensed to do business in the State of Wisconsin. Certificates and actual policies evidencing insurance coverage shall be provided to City. WCD shall use reasonable efforts to cause the insurance company to provide City with 30-day written notice of any cancellation, non- renewal or material change in the coverage required or provided hereunder.
C. City Must Be Named As Additional Insured On All Contractor and Subcontractor Policies. WCD shall require and any contractor or subcontractor providing work or materials to the Premises shall provide the minimum types and limits of insurance set forth on Exhibit C and shall name City as an additional insured on said policies.
11. Termination of Lease.
A. Triggering Event. Upon occurrence of any of the following (a "Triggering Event") and the continuation of such Triggering Event for a period of 90 days (or such other time frame as established below) following City providing notice to WCD of the existence of such Triggering Event, City may, except as provided herein, terminate this Lease.
(1) Substantial interference with City's transportation rights hereunder such that City is unable to access the Transportation Lane or Transit Amenities or operate its public transportation vehicles on its typical transit schedule that continues unabated for a period of 36 hours after written notice and reasonable opportunity to cure, due to WCD's use, operation or regulation of the Premises.
(2) Failure to use the Bucks Arena as the home arena of a National Basketball Association franchise, National Hockey League franchise, or similar sports franchise for a period of for 24 consecutive months.
(3) Bucks, or its Affiliate, fail to develop the Bucks Arena, Live Block and the Live Block Plaza in compliance with the Development Agreement.
(4) WCD fails to develop the Public Plaza within the Premises pursuant to the terms of this Lease.
(5) In the event that the Preconditions of the Development Agreement are not met by the Preconditions Deadline in the Development Agreement, as the same may be extended.
-12- DEN-93744-3 (6) WCD ceases to use substantially all of the Premises as the Public Plaza.
(7) WCD and City voluntarily agree in writing to terminate this Lease.
(8) In the event City reasonably determines that closure of the Premises to private vehicular traffic is unwarranted during time when there are no events at the Bucks Arena because (a) the use of the Premises for WCD- Controlled Activities, Special Events and Recreational Activities when there are no events at the Bucks Arena is not at a level that justifies the closure of North 4th Street and (b)there is a need to reopen North 4th Street to accommodate daily private vehicular traffic around the Bucks Arena, when there are no events at the Bucks Arena.
In the event of a Triggering Event pursuant to subsections (1), (2),(6) or (8), above, City may not terminate the Lease without first attempting to renegotiate this Lease to address the concerns of both the City and WCD. City and WCD shall use good faith and commercially reasonable efforts to come to an agreement on a reasonable amendment of the Lease under such a scenario. In the event that City and WCD cannot agree to terms for an amendment to this Lease, City may terminate this Lease on the condition that City shall be required to close the Premises to vehicular traffic, other than public transportation vehicles, during times when there are events scheduled at the Bucks Arena, including the two hours prior to the beginning of such event and the two hours after the completion of such event.
B. Early Termination. This Lease is subject to early termination upon a default by WCD pursuant to Section 20, below, or as a result of condemnation or damage as described in Section 21.A, below.
C. Obligations Upon Termination or Expiration.
(1) Upon the expiration or earlier termination of this Lease, WCD shall peaceably and quietly deliver, yield up and surrender possession of the Premises to City. WCD shall remove from the Premises upon expiration or termination all Plaza Improvements (excluding the Transit Amenities) situated thereon or placed there by WCD and, subject to Section 11.C.(2) below, restore the Premises to public street condition consistent with City's then current public street specifications to allow the Premises to be re-opened as public street right-of-way. City may partially or entirely waive these requirements at its sole discretion. Any Plaza Improvements not so removed shall, at City's option, either become the sole property of City or be stored on-site or off-site at WCD's expense. In the event WCD fails to restore the Premises to public street condition, City may perform such restoration and assess the costs of such restoration to WCD as a special charge as described in Section 7.B. above.
-13- DEN-93744-3 (2) City agrees that, in the event of a termination of this Lease pursuant to Section 11.A. above or Section 20 below, WCD's restoration of the Premises to a public street shall take into account the dual purpose of the same as a public street and a space to be used in connection with queuing and staging for events at the Bucks Arena and WCD will be given such relief from City's then current public street specifications as reasonably requested by WCD to accommodate such dual purpose.
12. Indemnification; Waiver of Subrogation. In addition to any liability WCD may have to City as a result of WCD's breach of any of its duties hereunder, notwithstanding anything to the contrary contained herein, WCD also agrees to indemnify and save City harmless from and against any and all loss or claims or damage or injury to persons (including death), property or business, sustained in, on or about the Premises, and resulting from or attributable to:
A. The intentional or grossly negligent acts or omissions of WCD, its officers, directors, employees, agents, or contractors; and/or
B. WCD-Controlled Activities,
except to the extent any such loss, claim, damage or injury results from the City's breach of this Lease, the existence, installation, operation, maintenance or repair of Transit Amenities or the gross negligence or willful misconduct of the City. City hereby waives, however, any and all rights of recovery against WCD for any loss or damage to the extent, and only to the extent, City actually receives payment from WCD's insurer toward the particular loss or damage. If the amount City collects from WCD's insurer is less than the total loss or damage to City, then City's waiver shall only be a partial one.
13. Annual Report to City. On or before each April 1 during the Term of this Lease, WCD shall make available a written report to City concerning WCD's use and activities at the Premises during the preceding calendar year (the "Report"). The Report shall identify WCD-Controlled Activities and Special Events that occurred during the preceding calendar yeax. At the request of City's Commissioner of Public Works, WCD shall also present the Report in person to City's Public Works Committee of the Common Council.
14. Public Records. WCD acknowledges that City is bound by the Wisconsin Public Records Law, and as such, all of the terms of this Lease are subject to and conditioned on the provisions of Wis. Stat. §19.21, et seq. WCD further acknowledges that it is obligated to assist City in retaining and producing records that are subject to the Wisconsin Public Records Law, and that the failure to do so shall constitute a material breach of this Lease. WCD agrees that it will assist City in complying with the Wisconsin Public Records Law and in defending actions under that law, including, without limitation, the legal defense of a public records request, mandamus actions or lawsuits. Notwithstanding anything to the contrary set forth above, WCD or ArenaCo may seek (A) a protective order from or (B) to narrow or limit the scope of, any records request. Except as otherwise authorized under Wisconsin's Public Records Law, WCD
-14- DEN-93744-3 records regarding this Lease and administration of the Lease shall be retained by WCD for seven years.
15. Possible Restrictions/Encumbi•ances.
A. No Title Report• City is, as indicated, leasing the Premises to WCD on an "AS IS, WHERE IS" basis. City has not obtained or provided to WCD any title insurance commitment or title insurance policy with respect to the Premises. If WCD wants such, it can acquire such at its own expense.
B. Encumbrances. City retains the right to devote portions of the Premises for utilities and Transit Amenities as described herein, and other easements necessary for public welfaxe and convenience, as determined by City on the condition that the exercise of the same does not unreasonably interfere with WCD's rights under this Lease.
16. Liens.
A. Leasehold Mort~a~es; Construction Liens. WCD mad pledge, mortgage, grant a security interest in, encumber, or collaterally assign its interest in this Lease to secure indebtedness for borrowed money of WCD; additionally, ArenaCo shall have the right to pledge, mortgage, grant a security interest in, encumber, or collaterally assign its interest in the Sublease to secure indebtedness for borrowed money of ArenaCo or the equity interests in ArenaCo and the same shall not constitute or be deemed to be a violation of this Lease. WCD shall take all actions and precautions required to ensure that the City's interest in the Premises does not become attached by, or with, any lien, including, but not limited to, any construction lien, or lien of or by any laborer, contractor, subcontractor, materialman or supplier (including any lien under Subch. I of Wis. Stat. Ch. 779) relating directly or indirectly to any work that WCD (or anyone claiming by, through or under WCD) may perform or have done at the Premises. WCD shall indemnify, defend and hold harmless City and the Premises of, from and against, any such lien (excluding any mortgage lien contemplated by the first sentence of this Section) which may attach or be asserted against the Premises, together with all costs in connection therewith.
B. Recognition and Protection Leasehold Mortgagees.
(1) Recognition Agreement. City hereby agrees to enter into a recognition agreement in the form attached hereto as Exhibit D at the request of ArenaCo and any Leasehold Mortgagee, recognizing the rights and protections of such Leasehold Mortgagee under the Sublease and incorporating such rights and protections into this Lease to the same extent as if the same were set forth herein, but subject to Section 2.C. of this Lease, including without limitation, the right of the Leasehold Mortgagee to obtain a New Agreement(as such term is defined in the Sublease).
-15- DEN-937443 (2) Copies of Notices. If City shall give any notice to WCD under this Lease, then City shall at the same time and by the same means give a copy of such notice to ArenaCo and to any Leasehold Mortgagee holding a mortgage encumbering ArenaCo's interest under the Sublease. No notice to WCD shall be effective unless and until such notice has been duly given to Leasehold Mortgagee, if any. No exercise of City's rights and remedies under or termination of this Lease shall be deemed to have occurred or arisen or be effective unless City has given like notice to each Leasehold Mortgagee, if any, as required herein. Any such notice shall describe in reasonable detail the alleged WCD default or other event allegedly entitling City to exercise such rights or remedies.
(3) Leasehold Mort~a~ee's Right to Cure WCD Default. Upon execution of the Recognition Agreement, all notice and cure rights running in favor of Leasehold Mortgagee with respect to a default of ArenaCo under the Sublease shall be equally applicable hereunder to any and all defaults of WCD under this Lease. Any Leasehold Mortgagee shall have the right, but not the obligation, to perform any obligation of WCD under this Lease and to remedy any default by WCD. City shall accept performance by or at the instigation of a Leasehold Mortgagee in fulfillment of WCD's obligations, for the account of WCD,and with the same force and effect as if performed by WCD. No performance by or on behalf of such Leasehold Mortgagee shall cause it to become a "mortgagee in possession" or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this Lease.
C. City Mortgages. City shall not mortgage or otherwise encumber City's interest in the Premises with any mortgage, deed of trust, security deed, deed to secure debt, or any other similar instrument or agreement constituting a lien upon, or similarly encumbering, the City's interest.
17. Property Taxes; Assessments; Fees and Charges.
A. Because the Premises are held by City as public right-of-way, the Premises are property-tax exempt under Sec. 70.11(2), Wis. Stats. See, especially, the last sentence of Sec. 70.11(2), Wis. Stats., which reads, "Leasing the property exempt under this subsection, regardless of the lessee and the use of the leasehold income, does not render that property taxable." If the Premises subsequently become, under state law, in the City Assessor's opinion, subject to general property taxes during the Term hereof, however, WCD shall be responsible for, and shall timely pay, such taxes, with the understanding that WCD may dispute such by following the procedure set forth in Sec. 74.35(2m), Wis. Stats.
B. Unless otherwise entitled to lawful exemption, WCD shall pay, or cause to be paid, all taxes, assessments, charges and fees levied or assessed upon the Premises or its own personal property and its own trade fixtures on or at the Premises.
-16- DEN-93744-3 C. WCD shall timely pay or cause to be paid any special charge that may be levied pursuant to the terms of this Lease.
18. City Entry Rights. City (and its contractors) shall have the right, to be on the Premises at any time, subject to the notice provisions of Section 4.E.(3) of this Lease, to inspect, maintain, repair, replace or reconstruct any City utilities, improvements or Transit Amenities now or hereafter at the Premises. City's entry, in any event, shall be conducted in such a way so as to minimize interference or disruption of WCD's (or anyone claiming by, through, or under WCD)lawful use and occupancy of the Premises. In addition to the foregoing, City also expressly retains (and does not waive) all rights available to it at law to enter and inspect the Premises (or any part thereofl including, but not limited to, all legal rights of City's building inspectors, health inspectors, fire inspectors, electrical inspectors, assessors, fire and police personnel, etc. to enter and inspect. WCD shall bear no responsibility for damage or liabilities that result from City's exercise of such rights.
19. City Audit Rights. WCD shall keep accurate and complete books, records and accounts with respect to its development, operation, maintenance and repair of the Premises, Plaza Improvements and Plaza FF&E under this Lease. Those books, records and accounts (except books, records and accounts regarding revenues, expenses, profits and loss for Special Events and WCD Controlled Activities) shall be made available to City for its review and inspection upon City's request. WCD shall provide to City, at WCD's expense, and promptly upon City's written demand, copies of any:
A. of the above-referenced books, records and accounts;
B. agreement, permit, or license with respect to WCD-Controlled Activities;
C. invoices or contracts relating to WCD repair or maintenance work at the Premises; or
D. any insurance policy WCD has or had in place hereunder.
City has the right, at City's expense, to have an auditor (whether an employee of City's Comptroller Office or an independent auditor) review and audit any of the above.
20. Defaults and Remedies. WCD shall be in default hereunder if:
A. WCD fails to perform any of its covenants or duties under this Lease in any material respect and such failure is not cured by WCD (i.) with all due dispatch after written notice from City to WCD if the failure jeopardizes health, safety or welfare and poses a substantial immediate threat of danger or injury; and (ii) in all other cases, within 30 days after written notice from City to WCD (or if such failure is not of a type that can reasonably be corrected within 30 days, then if WCD fails to commence promptly and proceed with due diligence to correct such failure);
B. WCD is adjudged bankrupt, or if WCD files a petition or answer seeking bankruptcy, insolvency status, or reorganization of WCD under federal or state
-17- DEN-93744-3 bankruptcy or insolvency law, or if WCD consents to the appointment of a receiver to administer WCD or its affairs, or if WCD dissolves or institutes any proceeding for dissolution or termination; or
C. WCD makes any sublease, assignment, transfer, hypothecation, conveyance, or other disposition of its interest in the Premises (or any part thereof,other than the Sublease to ArenaCo, an assignment of this Lease to ArenaCo, and the pledge, mortgage, grant of security interest and collateral assignment of the Lease and Sublease, as allowed herein, without City's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
In the event of any default by WCD hereunder, subject in all respects to the right of each Leasehold Mortgagee, if any, to cure any such WCD default, WCD hereby authorizes and empowers City to exercise any right or remedy available to City under Wisconsin law, or in equity, or hereunder, including, without limitation,(i) the right to terminate this Lease or take possession of the Premises (or any part of it) without terminating this Lease (in the case of a material failure to perform by WCD as described in Section 20.A.), (ii) the right to have a receiver appointed by a court of law to manage the Premises (or parts of it), (iii) the right to evict WCD and anyone claiming by, through, or under WCD,from the Premises (or parts of it) (in the case of a material failure to perform by WCD as described in Section 20.A.), and (iv) the right, if City evicts or removes WCD (or anyone claiming by, through, or under WCD) from the Premises (or any part of it), to store personal property, including the Plaza Improvements and Plaza FF&E, of WCD (or anyone claiming by, through, or under WCD)in a storage facility or public warehouse at the sole cost of WCD. In the event a default occurs while the Premises are subleased to ArenaCo, City shall provide to ArenaCo and any Leasehold Mortgagee a copy of all notices delivered to WCD and allow WCD, ArenaCo and/or Leasehold Mortgagee to cure such default.
Notwithstanding the foregoing or anything to the contrary contained in this Lease, in no event shall the City have any right to terminate the Lease during any period in which a Leasehold Mortgagee holding a mortgage encumbering ArenaCo's subleasehold interest in the Premises is actively attempting to cure any existing default within the cure period afforded pursuant to this Lease or the 60-day period immediately following such cure period, unless the existing default is WCD's interference with the operation of the City's public transportation system, in which event there shall be no 60-day extended cure period for a Leasehold Mortgagee.
21. Condemnation or Damage of Premises.
A. Condemnation or Damage That Terminates Lease. The City hereby agrees not to pursue a condemnation of all or any portion of the Premises during the Term of the Lease. If(1) the Premises (or a significant part thereofl are at any time during the Term condemned by any public authority other than the City or any of its agencies or authorities with the power of eminent domain (or are voluntarily transferred in lieu of, or under threat of, condemnation), or if the Premises are damaged by fire or some other cause so as to render — in City's reasonable
-18- DEN-93744-3 opinion (which shall be reached and delivered in writing by the City to WDC within 100 days of the condemnation, transfer or damage, and after consultation with WCD)—all or any significant portion of the Premises untenantable or unfit for the continued use and purpose of WCD and for the carrying out of WCD's operations and use at the Premises and (2) WCD fails to provide the City written notice within 90 days after it receives the City's written opinion that it will repair the same as soon as reasonably practicable, this Lease shall be deemed terminated as of the date of the condemnation or transfer or loss. In such event, the proceeds from any condemnation award or insurance shall be payable to City, providing, however, that WCD shall be entitled, subject to the rights of any Leasehold Mortgagee pursuant to the terms of its applicable mortgage, to any award or insurance directly relating to WCD's personal property (including the Plaza Improvements and Plaza FF&E), to WCD's leasehold interest, and/or to any tenant-relocation award or benefit that the condemning authority or insurer may award or pay to WCD. If WCD delivers to the City written notice that it will repair the same, WCD will promptly commence and diligently pursue the. same to completion or cause the same to be promptly commenced and diligently pursued to completion.
B. Waiver; Participation. In the event of any condemnation or damage pursuant to subsection A. above, WCD waives any claim for damage or compensation from City. WCD shall have the right, to the extent of its tenant-interest or insurable interest, as the case may be, to participate in any condemnation proceedings or the settlement of any insurance claim.
22. No Beneficial Interest. No provision herein calling for sharing in insurance or condemnation proceeds and no other provision of this Lease shall constitute or be deemed to be evidence of WCD having any beneficial ownership of the Premises (or any part thereof other than its leasehold interest in the Premises under this Lease or any partnership or agency relationship between WCD and City. The sole relationship hereunder between WCD and City is merely that of tenant(WCD) and landlord (City).
23. Third Party Beneficiaries. ArenaCo is a third party beneficiary of, and may enforce the City's obligations under this Lease. Except for ArenaCo's third party beneficiary rights, the rights of a Leasehold Mortgagee provided herein, and as otherwise specifically provided in this Lease, this Lease is solely for the benefit of the Parties and their successors and assigns permitted under this Lease and no provision of this Lease shall be deemed to confer upon any other third party any remedy, claim, liability, reimbursement, cause of action or right.
24. Waiver. No delay, waiver, omission or forbearance on the part of either party to exercise any right, option, duty or power arising out of any breach or default by the other party of any of the terms, provisions or covenants contained herein, shall be deemed a waiver by that party of such right, option or power, as against the other party for any subsequent breach or default by that party.
-19- DEN-93744-3 25. Governing Law. This Lease shall be construed according to the laws of the State of Wisconsin.
26. Notices. Any notice required or permitted under this Lease may be personally served or given and shall be deemed sufficiently given or served if sent by United States mail, with postage prepaid thereon, to the respective addresses set forth below or if sent by or e-mail to the respective e-mail address set forth below. If notice is sent via email, sender shall request a delivery or read receipt. Either party may by like notice at any time, and from time to time, designate a different address or e-mail to which notices shall be sent. Notices given in accordance with these provisions shall be deemed given and received (a) when personally served or(b) if e-mailed, when sender receives a delivery or read receipt from the recipient or (c) if mailed, three days after the postmark on such notice, in accordance with this Section.
To WCD: Wisconsin Center District 400 W. Wisconsin Avenue Milwaukee, WI 53707 Attn: President/CEO [Email:
With a copy to:
Attorney Danielle Bergner Michael Best &Friedrich LLP 100 East Wisconsin Avenue, Suite 3300 Milwaukee, WI 53202-4124 Email: [email protected]
To City: Commissioner of Public Works City of Milwaukee 841 North Broadway, 5th Floor Milwaukee, WI 53202 Email: [email protected]
With a copy to:
Office of City Attorney 800 City Hall 200 East Wells Street Milwaukee, WI 53202 Attn: Mary L. Schanning Email: [email protected]
27. Severability of Provisions. If any of the terms or provisions contained herein shall be declared to be invalid or unenforceable by a court of competent jurisdiction, the
-20- DEN-93744-3 remaining provisions and conditions of this Lease, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby, and shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law.
28. Captions. The captions in this Lease are for convenience and reference and in no way define or limit the scope or intent of the various provisions, terms or conditions hereof.
29. Entire Agreement. This Lease constitutes the entire agreement related to the Premises between the parties hereto and may not be amended or altered in any manner except in writing signed by both parties or as provided herein.
SIGNATUREPAGES FOLLOW
-21- DEN-93744-3 IN WITNESS WHEREOF,the parties hereto have executed this Lease as of the day and year first above written.
CITY OF MILWAUKEE
~~ Tom Barrett, Mayor
COUNTERSIGNED:
~~~~ Martin Matson, Comptroller
Milwaukee City Attorney Approval and Authentication
Mary L. Schanning, as a member in good standing of the State Bar of Wisconsin, hereby approves the signatures of the Milwaukee representatives above, and also authenticates the signatures of each of the above Milwaukee representatives/signatories per Wis. Stat. § 706.06 so this document may be recorded per Wis. Stat. § 706.05 (2)(b).
By: MARY L. ANNING Assistant Ci y Attorney State Bar No. 1029016
-22- DEN-93744-3 WISCO IN CEN'1'LR llIS'I'It[C'T
By, cott Neitzel, Boa~•d hairm
By: Russell Staerkel, T'resideritlCEO
STATE OF WISCONSIN ) ~Sti. COUNTY OF MILWAUKEE )
Personally came before me this ~ ~ day of 2016, the above Warned Scott Neitzel, Board Chairman of'the Wiscoxisita Center District, to io be such person who executed the foregoing instrument and acknowledged the same in suc~ti~~
State of Wisc s' ~n: r~Q
STATE OF WISCONSIN ) )ss. COUNTY OF MILWAUKEE )
Personally came before me this day of , 201G, the above named Russell Staerkel, PresidentlCEO of the Wiscoxisin Center District, to me known to be such person who executed the foregoing insh~ument and acknowledged the same yn such capacity.
Notary Public, State of Wisconsin My Commission:
-23- DEN-137443 WISCONSIN CENTER DISTRICT
By; Scott Neitzel, F3oard Chairman
~, ice/ .~ By: Russell Staerkel, President/CEO
STATE OF WISCONSIN ~SS. COUNTY OF MILWAUKEE
.Personally came before me this day of 2016, the above named Scott Nei.tzel, Board Chairman of the Wisconsin Center• District, to me known to be such person who executed the foregoing instrument aid acknowledged the same in such capacity.
Notu~y Public, State of Wisconsin My Commission:
STATE OF WISCONSIN ) ~SS. COUNTY OF MILWAUKEE )
Personally came before me this,~ day of 2016, the above named Russell Staerkel, President/CEO of the Wisconsin Center District, to to be such person who executed the foregoing instrument and acknowledged the same in such
Notary Public, State of My Commission;~ j~
-23- DEN-93744-3 EXHIBIT A PEDESTRIAN MALL LEASE
LEGAL DESCRIPTION
PART OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4, IN SECTION 29, TOWNSHIP 7 NORTH, RANGE 22 EAST, 1N THE CITY OF MILWAUKEE, MILWAUKEE COUNTY, WISCONSIN.
COMMENCING AT THE NORTH 1/4 CORNER OF SECTION 29, T7N, R22E; THENCE N 88° 58' 45" E, COINCIDENT WITH THE NORTH LINE OF THE NORTHEAST 1/4 OF SAID SECTION 29, 511.23 FEET; THENCE S O 1° O 1' 15" E, 81.20 FEET TO A POINT OF INTERSECTION OF THE SOUTH RIGHT OF WAY LINE OF WEST JUNEAU AVENUE WITH THE WEST RIGHT OF WAY LINE OF NORTH 4TH STREET AND THE POINT OF BEGINNING; THENCE S 83° 48' 49" E, 110.78 FEET TO THE EAST RIGHT OF WAY OF NORTH 4TH STREET; THENCE S 46° 06' S4" W,COINCIDENT WITH SAID EAST RIGHT OF WAY, 13.69 FEET; THENCE S 00° 41' 10" E, COINCIDENT WITH SAID EAST RIGHT OF WAY, 399.50 FEET TO THE NORTH RIGHT OF WAY LINE OF WEST HIGHLAND AVENUE; THENCE S 89° 37' S4" W, 100.00 FEET TO THE WEST RIGHT OF WAY OF NORTH 4TH STREET; THENCE N 00° 41' 10" W, COINCIDENT WITH SAID WEST RIGHT OF WAY LINE, 421.57 FEET TO THE POINT OF BEGINNING.
SAID LANDS AS DESCRIBED CONTAINING 41,635 SQUARE FEET OR 0.956 ACRES OF LAND, MORE OR LESS.
-24- DEN-93744-3 ~
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z Exhibit B
Design Guidelines
North 4th Street Pedestrian Mall Goals and Design Guidelines
The following goals and design guidelines should be applied to the design and programming of the North 4th Street pedestrian mall:
1. Create a showcase pedestrian mall that enlivens the visitor experience. The design of the pedestrian mall should reflect Milwaukee's culture, invite a diverse group of users and be consistent with the larger context. The larger context includes the plazas surrounding the arena, live block, pedestrian connections, and streetscaping extending away from the plaza block. The pedestrian mall should include creative use in surface materials, and elements such as landscaping, lighting, way finding signage, street furniture, and other enhancements.
2. Provide an accessible and welcoming pedestrian entrance. The north-south paving patterns should be evident to reinforce the public nature of the pedestrian mall. The visual north-south connection in the pedestrian mall with North 4th Street should be maintained. This can be achieved with tree placement, lighting pole placement, bollards and paving patterns. East-west paving patterns may continue across the pedestrian mall from the plaza area in front of the arena to the courtyard of the "live" block.
3. Promote high quality, sustainable design. Surface paving material in the pedestrian plaza should be high quality material and may be varied in nature. Durable materials, such as stone or masonry, and paving patterns that allow permeable water drainage should be considered. Cohesive landscaping and landscape elements such as planters and moveable planters should be included in the pedestrian mall. Landscaping beds should be designed to channel surface run-off to positively affect the planting areas.
4. Create four season activity to attract visitors year round. Flexibility for the pedestrian mall use should be considered. Street lighting, landscaping, street furniture and other elements should be located to allow generous open spaces, while allowing clear pedestrian pathways through the plaza in a north-south direction. Lighting should be designed to allow for special events to be easily set up and taken down in the pedestrian mall area. Utilities for special. and seasonal events, such as electric power and water connections, should be integral with the design.
5. Integrate multimodal transit options. Integrate an at least 11-foot wide, north-south transportation easement that is differentiated from the other pedestrian mall surface material. Connect back to the street right-of-way in a seamless transition by considering the intersection designs at Highland, which could include pedestrian crossings, and Juneau, which could include bump outs. The cross section of North 4th Street should be reconsidered for narrowing south of the pedestrian mall.
-26- DEN-93744-3 EXHIBIT C
Insurance Requirements
Insurance certificates must be sent for inspection and approval prior to the tenant's occupancy of the Premises and prior to any work being performed at the Premises by contractors or subcontractors of the tenant. Certificates should be sent to: Manager of Real Estate Services, City of Milwaukee, 809 North Broadway, Milwaukee, WI 53202-3617 or by facsimile to (414) 286-0395.
TYPE OF INSURANCE LIMITS
Worker's Compensation Statutory limits
Employers LiabilitX Bodily Injury by Accident Each Accident: $1,000,000 Bodily Injury by Disease Each Employee: $1,000,000
Public Liability A Comprehensive General or Commercial General Policy Insuring Tenant's Use of the Premises that provides:
• Premises/Operations Protection • Products/Completed Operations Protection • Independent Contractor Protection (owners, contractors protective coverage) • Contractual Liability Coverage • Non-owned Automobile Liability Coverage • Bodily Injury/Property Damage Each Occurrence: $1,000,000 General Aggregate: $2,000,000 Products/Comp. Operations aggregate: $2,000,000
NOTE: If claims made coverage is provided, the policy must be amended so all protected occurrences are covered regardless of when the claim is made.
THE CITY OF MILWAUKEE MUST BE NAMED AS ADDITIONAL INSURED PARTY ON WCD'S POLICY AND ANY CONTRACTOR OR SUBCONTRACTOR POLICIES OF INSURANCE.
-27- DEN-93744-3 EXHIBIT D
Recognition Agreement
Recording Requested By
When Recorded Mail To:
Space Above For Recorder's Use
RECOGNITION AGREEMENT
THIS RECOGNITION AGREEMENT ("Agreement"), dated as of [ 2016], is among [LENDER] ("Bank"), DEER DISTRICT LLC ("Sublessee"), WISCONSIN CENTER DISTRICT ("Ground Lessee"), and THE CITY OF MILWAUKEE("Ground Lessor"), with reference to the following
REciTaLs:
A. Ground Lessor and Ground Lessee entered into that certain Pedestrian Mall Lease dated[ , 2016]("Ground Lease"), relating to the real property located in the City of Milwaukee, County of Milwaukee, State of Wisconsin, which is more particularly described on Exhibit A attached hereto ("Property"). Ground Lessee's leasehold interest under the Ground Lease was subleased to Sublesse by that certain Arena Lease, Management and Operations Agreement between Ground Lessee, as sublessor, and Sublessee dated[ ,2016] ("Sublease").
B. Bank has agreed to make a loan to Sublessee in the amount of [ ~ Dollars($[~) ("Loan"). The Loan is secured, in part, by a mortgage in favor of Bank as beneficiary ("Leasehold Mortgage"), which encumbers Sublessee's subleasehold estate in the Property. The Leasehold Mortgage will be recorded in the Office of the Register of Deeds of Milwaukee County, Wisconsin, concurrently with the recordation of this Agreement.
C. Bank, Sublessee and Ground Lessee engaged in substantial negotiations regarding the rights and protections running in favor of Bank as contained in the Sublease. Bank is concerned that it would lose the Leasehold Mortgage should the Ground Lease be terminated while the Loan is outstanding, either consensually by agreement between Ground Lessor and Ground Lessee or by Ground Lessor unilaterally
-28- DEN-93744-3 upon the default of Ground Lessee under the Ground Lease. To address Bank's concerns, the parties wish to provide that while the Leasehold Mortgage is outstanding, Ground Lessor shall recognize all rights and protections running in favor of Bank contained in the Sublease as if the same were set forth in the Ground Lease.
D. Ground Lessor and Bank desire to establish certain rights, safeguards, obligations and priorities with regard to their respective interests by means of this Agreement.
TERMS OF THE AGREEMENT
IN CONSIDERATION of the mutual covenants of the parties and other good and valuable consideration, Bank and Ground Lessor agree as follows:
1. Ground Lessor Recognition of Bank. Ground Lessor consents to the encumbrance of Sublessee's subleasehold estate by the Leasehold Mortgage, recognizes Bank as the secured party thereunder, and agrees to afford Bank all of the rights and protections set forth in this Agreement to the same extent as if such provisions were contained in the Ground Lease. In the event that Bank or any other person acquires Sublessee's interest in the Property pursuant to the exercise of any remedy provided for in the Leasehold Mortgage, or by conveyance in lieu of foreclosure, neither the Ground Lease nor the Sublease shall be terminated or affected by the foreclosure, conveyance or sale in any such proceeding, and Ground Lessor shall recognize the purchaser or transferee as the new subtenant under the Sublease, with all the rights and obligations of Sublessee thereunder and all rights of Sublessee to receive notice of and cure any default of Ground Lessee under the Ground Lease. Except as expressly stated herein to the contrary, this section shall not limit nor impair Ground Lessor's rights under the Ground Lease.
2. Notice of Breach Under Lease. Notwithstanding anything to the contrary set forth in the Ground Lease, Ground Lessor agrees that while the Loan is outstanding, Ground Lessor will not exercise any of its termination remedies unless and until (i) Ground Lessor has delivered to Bank a written notice, describing with reasonable specificity each breach or Triggering Event, as that term is defined in the Ground Lease, claimed by Ground Lessor to exist, and (ii) the breach or Triggering Event has not been cured within the period as would be available to Ground Lessee for cure after delivery of the written notice as set forth in the Ground Lease.
3. No Consensual Termination. Ground Lessor and Ground Lessee agree that while the Loan is outstanding, they will not terminate or materially amend the Ground Lease without the prior written consent of Bank, which will not be unreasonably withheld or delayed. This section does not apply to a termination by reason of a Ground Lessee event of default or a Triggering Event under the Ground Lease.
-29- DEN-93744-3 4. No Mortgages. Ground Lessor represents and warrants that there is no current mortgage or deed of trust encumbering Ground Lessor's interest in the Property, and agrees that it shall not have the right to impose any such mortgage or deed of trust on Ground Lessor's interest.
5. Bank's Security Interest in Personal Property and Fixtures. Ground Lessor acknowledges that pursuant to the Leasehold Mortgage, Sublessee has granted Bank a security interest in all of Sublessee's tangible and intangible personal property and fixtures, as well as Sublessee's accounts receivable, inventory and other personal property ("Collateral"). Ground Lessor consents to such grant of security interests. Ground Lessor and Bank agree that Bank's security interest does not impair any rights, if any, which Ground Lessor may have in the Collateral upon a termination of the Ground Lease.
6. Other Provisions.
(a) All notices, requests and demands to be made hereunder to the parties hereto shall be in writing (at the addresses set forth below) and shall be given by any of the following means: (i) personal service; (ii) electronic communication by facsimile (if confirmed in writing sent by certified first class mail, return receipt requested); or (iii) certified first class mail, return receipt requested. Such addresses may be changed by notice to the other parties given in the same manner as provided above. Any notice, demand or request sent pursuant to either clause (i) or clause (ii) hereof shall be deemed received upon such personal service or upon delivery by electronic means, and if sent pursuant to clause (iii) shall be deemed received three (3) days following deposit in the mail.
To Bank:
Attention:
To Ground Lessor: Commissioner of Public Works City of Milwaukee 841 North Broadway, 5th Floor Milwaukee, WI 53202
With a copy to:
Office of City Attorney 800 City Ha11
-30- DEN-93744-3 200 East Wells Street Milwaukee, WI 53202 Attn: Mary L. Schanning
To Ground Lessee:
Attention:
To Sublessee:
Attention:
(b) This Agreement shall be binding upon and shall inure to the benefit of the successors, assignees and transferees of the parties hereto whether by license, sale, gift, operation of law or otherwise.
(c) This Agreement shall be construed in accordance with the laws of the State of Wisconsin. None of the parties shall have the right to rely upon any representation or warranty not expressly set forth herein. No provision of this Agreement may be amended or added to except by an agreement in writing signed by each of the parties hereto.
(d) This Agreement shall be construed as a whole and in accordance with its fair meaning and intent, which is to ensure that Bank has the right to protect its rights under the Leasehold Mortgage.
(e) Time is of the essence of each and every one of the provisions herein contained.
(~ Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
(g) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.
(h) This Agreement contains the entire agreement between the parties relating to the subject matter hereof. Any oral representations or modifications concerning this instrument shall be of no force or effect. Any subsequent modification must be in writing signed by the party to be charged.
-31- DEN-93744-3 (i) Captions and organizations are for convenience and shall not be used in construing meaning.
(j) A termination of the Leasehold Mortgage shall automatically, without necessity of any other action by the parties, terminate and extinguish this Agreement. Notwithstanding the foregoing, if requested by any party hereto (following a termination of the Leasehold Mortgage), the other parties shall promptly execute a written agreement, in recordable form, sufficient to establish that this Agreement has been fully terminated and extinguished.
To indicate their agreement to the above, the parties or their authorized representatives or officers have signed this document.
[Signatures, acknowledgments &legal description]
-32- DEN-93744-3 AIRSPACE LEASE BETWEEN THE CITY OF MILWAUKEE AND WISCONSIN CENTER DISTRICT FOR AN OVERHANG STRUCTURE
Document Number ~~ Document Title
AIRSPACE LEASE
BETWEEN
THE CITY OF MILWAUKEE
I_~►1~
WISCONSIN CENTER DISTRICT
FOR AN OVERHANG STRUCTURE Recording Area
Name and Return Address
Amy Turim Real Estate Development Services Manager City of Milwaukee Department of City Development 809 North Broadway Milwaukee, WI 53201-0324 AIRSPACE LEASE
The City of Milwaukee, a Wisconsin municipal corporation ("Lessor" or "City"), and Wisconsin Center District, a local exposition district created and existing pursuant to Chapter 229 of the Wisconsin Statutes, ("Lessee"), pursuant to the provisions of sec. 66.0915(4), Wisconsin Statutes (2013-2014), do hereby make and enter into this Airspace Lease ("Lease") as of the ~~ day of , 2016 ("Effective Date").
1. Description. Lessor hereby leases to Lessee an airspace over the sidewalk area bordering West Juneau Avenue, between North 4th Street and North 6th Street in the City of Milwaukee (the "Airspace"), for the purpose of constructing and maintaining a building overhang ("Overhang") that will be attached to a professional basketball arena ("Arena"), the Airspace being more particularly described as follows:
That part of West Juneau Avenue in the Northwest 1/4 of the Northeast 1/4 of Section 29, T 7 N,R 22 E, in the City of Milwaukee, Milwaukee County, Wisconsin, which is bounded and described as follows:
Commencing at the North quarter corner of said Section 29;
Thence South 00° 54' 02" East, coincident with the West line of the Northeast 1/4 of said Section, 76.67 feet to the South right of way line of West Juneau Avenue;
Thence North 89° 29' 10" East, coincident with said South right of way line, 29.18 feet to the Point of Beginning of said air space easement; (sidewalk elevation 18.3 feet, bottom of easement elevation 54.5 feet, top of easement elevation 104.0 feet.);
Thence North 00° 30' S0" West, 7.99 feet to a point; (sidewalk elevation 18.0 feet, bottom of easement elevation 54.5 feet, top of easement elevation 104.0 feet.);
Thence North 89° 29' 10" East, 224.48 feet to a point; (sidewalk elevation 14.3 feet, bottom of easement elevation 54.5 feet, top of easement elevation 104.0 feet.);
Thence South 00° 30' S0" East, 7.99 feet to a point on the South right of way line of West Juneau Avenue; (sidewalk elevation 14.6 feet, bottom of easement elevation 54.5 feet, top of easement elevation 104.0 feet.);
Thence South 89° 29' 10" West, coincident with said South right of way line, 224.48 feet to the Point of Beginning of said air space easement(sidewalk elevation 18.3 feet, bottom of easement elevation 54.5 feet, top of easement elevation 104.0 feet.).
Lease area as described containing 1,793 square feet or 88,783 cubic feet of area, more or less.
North referenced to the North line of the Northeast 1/4 of Section 29, T7N, R22E.
Vertical datum referenced to the City of Milwaukee.
See also, Exhibit A. The foregoing Airspace legal description shall be adjusted upon final "as-built" construction. Lessee shall provide the City Engineer with an "as-built" legal description of the Airspace corresponding to the final plans, within 60 days after completion of the construction of the Overhang.
2. Sublease. The City acknowledges and consents to a sublease of this Lease to Deer District LLC ("ArenaCo") pursuant to an Arena Lease, Management, and Operations Agreement by and between Lessee and ArenaCo (the "Sublease"). The Sublease shall incorporate all of the terms of this Lease in respect of the Airspace only and, as a condition of such sublease, ArenaCo shall assume all obligations, responsibilities, rights and liabilities of Lessee under this Lease solely with respect to the Airspace; provided, however, ArenaCo shall have no liability for matters caused by the affirmative actions of Lessee, including acts of negligence, bad faith or willful misconduct. 3. Term. The Lease shall run for a period of 99 years from the Effective Date of this Lease; provided, however, that Lessee may terminate the Lease at any time during the 99-year period by giving Lessor due notice of Lessee's intention to terminate the Lease in writing by registered or certified mail at least six months prior to the termination date specified in the notice; the termination, however, shall not become effective until the structure authorized by the Lease is completely removed and the public right of way restored to the satisfaction of the City's Commissioner of Public Works ("Commissioner"). The Lease shall be effective upon execution by the parties. Lessor, at the expense of Lessee, shall cause this Lease and its authorizing ordinance (No. 151705) to be recorded with the Milwaukee County Register of Deeds upon execution of the Lease. Lessee shall provide Lessor with full payment for recording costs upon execution of the Lease.
4. Rental. The rental payable to Lessor by Lessee under the Lease shall be the sum of 2 100.00 per year. Said rental shall commence upon the start of construction of the Overhang. This rental shall be paid by Lessee in annual payments to the Office of the City Comptroller, the first payment being due within thirty (30) days following the start of construction of the Overhang, and future annual payments to be due 30 days prior to the annual anniversary date of the Lease. At the option of Lessor, the rental amount may be reviewed and increased every ten years. Any such rental increases shall be proportionate to any increase in the average land values of neighboring properties.
5. Use and OccupancX. Lessee covenants and agrees that upon the execution of this Lease, it will in due course construct the Overhang in accordance with, and subject to, the Sublease and related Development Agreement by and between Lessee and ArenaCo. Lessee further covenants and agrees that those portions of the Overhang located within the Airspace will be operated, used, and maintained in accordance with operating standards, methods, and procedures that may be established from time to time by the Plan Commission ofthe City of Milwaukee.
6. Plans, Regulations, and Permits. Lessee shall have the plans and specifications for the Overhang prepared by a registered professional engineer, which plans and specifications shall specifically provide for the prevention of ice accumulation on the Overhang and methods by which pigeons and other birds will be prevented from roosting or nesting on the Overhang. The plans and specifications shall be approved by the Commissioner and the Deparhnent of City Development Commissioner prior to the commencement of construction of the Overhang. The Overhang shall be constructed in compliance with the intent of the plans and specifications to the satisfaction of the registered professional engineer who shall supervise the construction thereof. Lessee shall further obtain the necessary permits for the construction of the Overhang, pay all required fees, and comply with all building and zoning regulations of Lessor, the County of Milwaukee, and the State of Wisconsin which shall at any time be applicable to the construction and maintenance of the Overhang.
6. Maintenance. Lessee shall safely maintain the Overhang and regulate its use and occupancy so that the Overhang or the use thereof will not be a hazard or danger to persons or property within the public right of way. No material changes to the Overhang that deviate from the approved plans and specifications may be made during the course of this Lease without the prior written approval of the Commissioner.
7. Insurance and Indemnity. Lessee (or ArenaCo) shall maintain and keep in force during the term of the Lease public-liability insurance in no event less than the amount of $500,000.00 for an individual claim and $1,000,000.00 for multiple claims arising out of an accident involving the Overhang or the use or occupancy of the Airspace, and Lessor shall be named as an additional insured and shall be indemnified and held harmless from all claims, liabilities, or causes of action arising out of any injury to person, or persons, or damage to real or personal property arising out of the design, construction, maintenance, destruction, or dismantling of the Overhang, or from collapse of the Overhang; or which arise by reason of any material or thing whatsoever falling or being thrown from the Overhang. A certificate of insurance in those sums, including Lessor as a party insured, shall be deposited with the City Clerk of the City of Milwaukee prior to commencement of construction of the Overhang. This policy of insurance shall also contain a provision that during the period of construction of the Overhang the aggregate limits of the policy for multiple claims shall be increased to $3,000,000.00. At the option of Lessor, these minimum amounts may be reviewed and reasonably adjusted every ten years.
8. Termination of Lease in the Event of Condemnation. The City hereby agrees not to pursue a condemnation of all or any portion of the Airspace during the Term of this Lease. Subject to the foregoing, in the event that any governmental authority or agency shall require the use of or take all of, or a major portion of the building to which the Overhang is attached, to the extent that the Overhang would no longer be usable or useful to Lessee, this Lease shall be terminated as of the time the use and occupancy of the Overhang are surrendered and the Overhang is removed pursuant to this Lease. It is further understood that in the event of condemnation or acquisition by any governmental authority or agency of the Arena, the value of the leasehold interest created hereunder shall not be an element of damages, nor in any way be considered as a factor of valuation of the property acquired.
9. Removal of Street Facilities. Lessee shall, upon demand by Lessor, pay such charges as may be incurred by Lessor for the removal or relocation of any facilities, utilities, or structures within the public way in the vicinity of the Overhang that are made necessary by reason of the construction of the Overhang. Lessor shall first, however, provide Lessee with notice of such charges and any removal or relocation that maybe required.
10. Act of God, Rioting, and Public Enemies. In the event of the destruction of all or a portion of the Overhang by an act of God, casualty, public enemies, or by reason of riot or insurrection, the Lease shall terminate and Lessee shall not be required to pay any further rent to Lessor. Notwithstanding the foregoing, Lessee shall have the right to reconstruct the Overhang located in the Airspace and this Lease shall not terminate, provided such reconstruction is commenced within six months of the damage or destruction, and in such event, Lessee shall pay rental for any period during which the Overhang was damaged, destroyed, or inoperative.
11. Entry by Lessor. Lessor, by its officers, agents, or employees, may at all reasonable times during Lessee's business hours and upon reasonable prior notice have access to and enter the Airspace to view the condition of the Overhang and require any and all necessary repairs and alterations thereto for the public safety and well-being. This right shall in no way eliminate Lessee's obligation of determining and maintaining the structural adequacy of the Overhang.
12. Default and Penalty. In the event default shall be made at any time by Lessee in payment of rent, and such default shall continue for a period of 30 days after written notice thereof by registered mail or certified mail to Lessee by Lessor, or if default shall be made in any of the other terms and conditions to be kept, observed, and performed by Lessee, and such default shall continue for 30 days after written notice thereof by registered or certified mail to Lessee from Lessor, or if default is of such a nature as to require more than 30 days to effect a cure, and Lessee shall not commence to cure such default within the 30-day period after notice as provided above, and thereafter diligently proceed to cure such default, then Lessor may at any time thereafter prior to the curing of such default within reasonable time, declare the term of Lease ended and terminated by giving Lessee written notice of its intention. If possession of the Airspace is not immediately surrendered, Lessor may re-enter therein and declare the Lease to be terminated; and in such event Lessor may require that Lessee remove and demolish the Overhang at its own expense or Lessor may remove or demolish the Overhang and require the payment of the expense thereof from Lessee to Lessor within 30 days thereafter.
13. Surrender of Premises. Upon the termination of the Lease, Lessee agrees to surrender or relinquish any claims or right to further utilize the Airspace. Lessee shall, prior to surrender of the Airspace, cause the Overhang to be demolished and removed and the Airspace returned to the same condition as it was when first acquired by Lessee in compliance with the applicable building codes, unless otherwise directed by Lessor. In the event of the failure of Lessee to remove the Overhang within six months after the termination of the Lease, Lessee shall pay liquidated damages to Lessor in the sum of $100.00 for each and every day it remains in possession of the Airspace after the expiration of six months from the termination of the Lease.
14. Parties to Lease. The term "parties to the Lease" shall include the successors and assigns of Lessor and Lessee, respectively.
15. Effect of Lease. This Lease and the ordinance under which it is executed shall not operate to repeal, rescind, modify, or amend any ordinances or resolutions of the City of Milwaukee relating to the use or obstruction of streets, the granting of permits, and any regulations relating to the preservation of order and movement of traffic, or any other similar ordinances, resolutions, or regulations not specifically set forth in the ordinance of which this Lease is a part, or as authorized by sec. 66.0915(4), Wisconsin Statutes (2013-2014). 16. Assignment; Liens; Estoppel Certificates.
a. Lessee, and its successors and assigns, may assign its interest in this Lease to any party who holds fee title or a leasehold estate in the land abutting the Airspace. With respect to each assignment, if the assignee executes a written instrument whereby it agrees to assume and be bound by all of the responsibilities and obligations of Lessee under the Lease, the assignor shall be released from all obligations and liabilities under this Lease, and a notarized copy shall be submitted to the City Engineer for record-keeping purposes and the City Comptroller for billing purposes.
b. Lessee may pledge, mortgage, grant a security interest in, encumber, or collaterally assign its interest in this Lease to secure indebtedness for borrowed money of Lessee; additionally, ArenaCo shall have the right to pledge, mortgage, grant a security interest in, encumber, or collaterally assign its interest in the Sublease to secure indebtedness for borrowed money of ArenaCo or the equity interests in ArenaCo and the same shall nod constitute or be deemed to be a violation of this Lease. Lessee shall take all actions and precautions required to ensure that the City's interest in the Airspace does not become attached by, or with, any lien (excluding any mortgage lien contemplated by the foregoing sentence), including, but not limited to, any construction lien, or lien of or by any laborer, contractor, subcontractor, materialman or supplier (including any lien under Subch. I of Wis. Stat. Ch. 779) relating directly or indirectly to any work that Lessee (or anyone claiming by, through or under Lessee) may perform or have done at the Airspace. Lessee shall indemnify, defend and hold harmless City from and against, any such lien (excluding any mortgage lien contemplated by the first sentence of this Section) which may attach or be asserted against the Airspace, together with all costs in connection therewith.
c. Upon request of Lessee, Lessor shall deliver to Lessee, within ten (10) days of request, a certificate stating that (a) the Lease is in full force and effect, (b) to Lessor's knowledge, Lessee is not in default thereunder, and (c) the current amount of rental payable under the Lease and the date through which payment has been made.
17. Notices. Notices required hereunder shall be sent to:
For the City (Lessor): For Lessee: City Engineer Wisconsin Center District Infrastructure Services Division Attn: President/CEO 841 North Broadway, Room 701 400 West Wisconsin Ave. Milwaukee, WI 53202 Milwaukee, WI 53203
18. Sins. Lessee shall not place or maintain any signs or cause them to be placed in or on the leased premises so as to be readable from the street without the written approval of the Commissioner.
[Signature Pages Follow] IN WITNESS WHEREOF,the City of Milwaukee has caused these presents to be signed by Tom Barrett, Mayor, and James R. Owczarski, City Clerk, and countersigned b Martin Matson, City Comptroller, at Milwaukee, Wisconsin, and its corporate seal to be hereunto affixed this~day of ,2016.
CITY OF MILWAUKEE COUNTERSIGN D:
TOM BARRETT, Mayor MARTIN~MATSON, Comptroller
M .OWCZA KI, i Jerk
S OF WISCONSIN ) )ss. MILWAUKEE COUNTY)
Personally came before me this ~~ day of ~ , 2016, Tom Barrett, Mayor of the City of Milwaukee, above-named municipal corporation, to me known to be the person who executed the foregoing instrument and to me known to be such Mayor of such municipal corporation, and acknowledged that he executed the foregoing instrument as such officer as the. de d of said ~~~~ corporation by its authority and pursuant to Ordina ce No. O5, ffective date ~-.~~~~'' pUe~~ ~ ''N ~~' ~y~i ublic, S ate of isconsin Notary ~,~, ALEX~~ ~r My commission expires: 'Z I~ y PETERSON J
STATE OF WISCONSIN) ~i/y~~~gTF 0~~~=5
MILWAUKEE COUNTY) Personally came before me this~day of , 2016, James R. Owczarski, City Clerk of the City of Milwaukee, above named municipal core ra' , to me known to be the person who executed the foregoing instrument, and to me known to be such City Cler of said municipal corporation, and acknowledged that he executed the foregoing instrument as such officer as t e d ed of said municipal corporation, by its authority and pursuant to Ordinance No. 51705, effective date , 2016.
AN~N1Niplll~h ~'~~'"~~ HA L.S °'~ otary Public, State o Wisco sin ,• Q► ,,•••«•,,~h► g My commission expires: r`~+~,~~ ~'~~. erg
• STATE OF WISCONSIN) = N ~. A ~
MILWAUKEE COiJNTY) ~~'y9~F~'••....•••' ay~~~ ~~'`~. ~F WISG~~►•a~ Personally came before me this day of '" "~ N ,2016, Martin Matson, City Comptroller of the City of Milwaukee, the above-named municipal corpora on, to me known to be the person who executed the foregoing instrument and to me known to be such City Comptroller of said municipal corporation and acknowledged that he executed the foregoing instrument as such officer as the deed f said municipal corporation, by its authority, d pursuant to Ordinance No. 151705, effective date ~/~ _~,2016.
o ary Pub 'c, State of V~' ;~~~`\~P~y OT H~~22~~'- My commission ems: iS = ~ N ARC''•:(,7 ~..~.. _ :Nye;• ~ °Ug LAG :~2',`? IN WITNESS WHEREOF, Wisconsin Center District, a Wisconsin limited liaUility company, has caused these presents to be signed at Milwaukee, Wisconsin, this ~,day of__~~ > 2016.
WISCON CANTER DISTRICT
By: SC . NEITZEL, oa d Ct~a i
STATE OP WISCONSIN ) )ss. MILWAUKEE COUNTY)
Personally carne before me this ~ Z day of M,GI~____, 2016, Scott A. Neitzcl, the Board Chairman of the aUove-named party, Wisco~tsin Ceirter District, to me known to he the person who executed the foregoing instrument and to me known to be such Cha of such body and acknowledged that he executed said fore g instrument as such officers as the deed o,~ .~~' ✓~~ authority. ``~~~~~~p. ~ ~...... C!~q~Li~~~i ;NOTAR y' Not ublic, at f V1/isc~nsin ,~ w .rya My fission ex tres:_~%I'~"7 ~~ ~.•
Approved as to form end execution //~1~~~~~~~~~~~~\ this day of , 2016.
Assistant Ci Attorney
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