2025-2359RESOLUTION NO. 2025 –2359
A Resolution authorizing the First Amendment to the Lease and Non-Exclusive Facilities Use
Agreement Between the City of Janesville and Wisconsin Hockey Partners, LLC.
WHEREAS, the City of Janesville (“City”) and Wisconsin Hockey Partners, LLC (“WHP”), entered
into a certain Lease and Non-Exclusive Facilities Use Agreement dated November 15, 2023
(“Agreement”), to set forth a full understanding of the terms and conditions under which WHP may
use the Woodman’s Sports & Convention Center (“Woodman’s Center”) and occupy the
Woodman’s Center for team operations on a year-round basis; and
WHEREAS, the City and WHP desire to amend the Agreement and enter into a First Amendment
to the Agreement (“First Amendment”) in the manner and for the purposes set forth in the
proposed First Amendment, a true and correct copy of which is attached hereto as Exhibit A,
incorporated, and reiterated herein as if fully set forth verbatim; and
WHEREAS, the City and WHP acknowledge the good and valuable consideration for said First
Amendment as set forth in the same; and
WHEREAS, the Common Council finds the First Amendment of benefit to and in the best interest
of the City of Janesville, its taxpayers, businesses, residents, and guests.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF
JANESVILLE AS FOLLOWS:
1.Each of the above recitals is reiterated and incorporated herein as if fully set forth
verbatim; and
2.The Agreement is amended in the manner and for the purposes set forth in the
First Amendment attached hereto; and
3.Except as expressly amended or modified herein and in the attached First
Amendment, all terms, conditions, and provisions of the original Agreement are
incorporated herein as though fully set forth and shall remain unchanged and in
full force and effect; and
4.The City Manager and/or the City Manager’s designee(s) are further jointly and
severally empowered and authorized to make such additional decisions, including
taking any and all additional actions and executing subsequent amendments, as
the City Manager or they may, from time to time and at any time, deem necessary
and/or desirable to effectuate this Resolution and the intent of the Council.
ADOPTED:
APPROVED:
Kevin M. Lahner, City Manager
ATTEST:
Lorena Rae Stottler, City Clerk-Treasurer
APPROVED AS TO FORM:
Wald Klimczyk, City Attorney
Proposed by: Neighborhood and Community
Services Director Jennifer Petruzzello
Prepared by: City Attorney Wald Klimczyk
Motion by:
Second by:
Councilmember Aye Nay Pass Absent
Burdick
Cass
Erdman
Miller
Neeno
Squire
Williams
August 11, 2025 Neeno
Cass
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LEASE
AND NON-EXCLUSIVE FACILITIES
USE AGREEMENT BETWEEN THE
CITY OF JANESVILLE
AND
WISCONSIN HOCKEY PARTNERS, LLC
2025-2035
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Table of Contents
SUBJECT
PAGE
PREAMBLE 3
1. DEFINITIONS 3
2. TERM 5
3. USE OF PREMISES 5
4. WHP RIGHTS & RESPONSIBILITIES 6
5. CITY RIGHTS & RESPONSIBILITIES
6. RENT & FACILITY USE FEES
7. WOODMAN’S CENTER IMPROVEMENTS
8. STAFFING AND SERVICES
9. PARKING
10. SCHEDULING
11. ADVERTISING
12. BROADCASTING RIGHTS
13. INSURANCE
14. INDEMNIFICATION
15. CONTINGENCY
16. TERMINATION AND DEFAULT
17. ASSIGNMENT
18. ENTIRE AGREEMENT
19. BINDING EFFECT; CHOICE OF LAW
20. SEVERABILITY
21. AUTHORITY
22. NOTICE
23. NO THIRD PARTY RIGHT
24. ADDITIONAL PROVISIONS
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EXHIBITS
A-1. MAP OF LEASED AND NON-LEASED FACILITIES
A-2. MAP OF LEASED AND NON-LEASED (LEASED ZOOMED)
B. MAP OF PREMISES
C. WHP CAPITAL IMPROVEMENTS
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LEASE AND NON-EXCLUSIVE FACILITIES USE AGREEMENT
BETWEEN THE CITY OF JANESVILLE
AND WISCONSIN HOCKEY PARTNERS, LLC
This Lease and Non-Exclusive Facilities Use Agreement (“Agreement”) is made by
and between the City of Janesville, a Wisconsin Municipal Corporation, hereinafter
referred to as the “City” and Wisconsin Hockey Partners LLC, a Wisconsin Limited
Liability Company, hereinafter referred to as the “WHP.”
Whereas, the City conducts its principal business at 18 North Jackson Street, City of
Janesville, County of Rock, State of Wisconsin; and
Whereas, the City intends to purchase, construct and own certain real property and
improvements herein known as the Woodman’s Sports and Convention Center, located
at 2510 Milton Avenue, Janesville, Wisconsin (Woodman’s Center); and
Whereas, WHP owns and operates a Junior A Hockey Team (the “Jets”) and desires to
use the Woodman’s Center as the team home rink, and lease and use portions of the
Woodman’s Center, from time to time, for exclusive team activities; and
Whereas, the City and WHP desire that this Agreement shall set forth their full and
complete understanding to the terms and conditions under which WHP uses the
Woodman’s Center for the purposes of playing home games, practice ice time,
advertising, team operations, and conduct of other related business and ice activities as
set forth in this Agreement, and occupies designated areas of the Woodman’s Center
for team operations on a year-round basis.
Now, Therefore, For And In Consideration of the use of the Premises, the payments,
the mutual promises, and covenants herein contained, and other good and valuable
consideration, the receipt, sufficiency, and adequacy of which are expressly
acknowledged, the City and WHP, each intending to be legally bound, do hereby
mutually agree and promise to each other as follows:
1. DEFINITIONS
A. Commencement Date: The term “Commencement Date” shall mean the later
of (i) July 1, 2025 or (ii) 5 business days after the date the City obtains a
certification of occupancy or temporary certification of occupancy.
B. Hockey Game: the term “Hockey Game” shall mean all pre-season, regular
season, and post season games which are scheduled by the League or WHP.
C. Jets Hockey Season: the term “Jets Hockey Season” shall mean and include
approximately twenty-eight (28) regular season home Hockey Games as
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scheduled by the League and any pre-season or post season games. The
Jets Hockey Season will begin in September of each year and conclude in
May of the following year. The exact dates being flexible and dependent
upon the League schedule and whether WHP participates in any pre-season,
or post season games.
D. League: the term “League” shall mean the North American Hockey League
(NAHL), or any successor or substitute orga nization of hockey teams to which
WHP may hereafter belong or become affiliated.
E. Leased Facilities: the term “Leased Facilities” shall mean the following areas
of the Ice Arena that are leased and provided to WHP pursuant to this
Agreement for its exclusive use for the purpose of operating its business and
conducting activities related to the operations of its hockey team, as depicted
in the attached Exhibit A to this Agreement.
1) WHP Coaches’ offices
2) WHP Team/Locker room, Showers and Restrooms
3) WHP Equipment Storage Area
4) WHP Laundry Room (except that weekly access is allowed to City
pursuant to Section 3.E of this Agreement)
F. Non-Leased Facilities: the term “Non-Leased Facilities” shall mean those
areas of the Premises which WHP may use and occupy for the conduct of
WHP team activities during practices, games, camps, and clinics but must be
shared with the City and other user groups and reserved prior to use
pursuant to the terms of this Agreement and any generally applicable use or
reservation policies in place from time to time. The Non-Leased Facilities are
depicted in the attached Exhibit A to this Agreement.
1) Main Ice Arena/Sheet
2) Multi-Purpose Arena/Sheet (when installed)
3) Visitor Team/Locker Rooms
4) Game Officials Room
5) Concession Space (to sell beer, Team Merchandise and Novelties)
6) Lobby
7) Public Restrooms
8) Bleachers
9) Parking Lot
10) Trainer’s Room
11) Sponsor Suite
12) All other Premises areas not specifically enumerated in Section 1.F,
above. (TBD)
G. Premises: the term “Premises” shall mean the Woodman’s Center and the
parking lot and grounds adjacent to the Woodman’s Center, all owned by the
City and depicted in Exhibit B to this Agreement.
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H. Sponsorship/Advertising Revenue: the term “Sponsorship/Advertising
Revenue” or “Advertising Revenue” shall mean the money that WHP brings in
as a result of selling advertising.
I. Team Merchandise and Novelties: the term “Team Merchandise and
Novelties” shall mean any articles of clothing as well as items such as
pennants, posters, buttons, pens, pucks, mugs, etc. which bear the name,
logos and/or colors of the team owned by WHP and/or the name of the NAHL.
J. Woodman’s Sports & Convention Center: the term “Woodman’s Sports &
Convention Center” or “Woodman’s Center” shall mean the public building
that the City intends to construct, commonly referred to as the Woodman’s
Center, which building will include a main arena with year-round ice, a multi-
purpose arena and a flexible/convention space and be located at 2510 Milton
Avenue, Janesville, Wisconsin, 53545.
2. TERM
A. The initial term of this Agreement shall be a period of ten (10) years
commencing on the Commencement Date.
B. This Agreement may be extended for an additional renewal term not to
exceed ten (10) years, upon the mutual written agreement of the City and
WHP.
C. If WHP wishes to request that the City consent to an extension of this
Agreement as described in Section 2.B, WHP shall submit in writing to the
City Clerk such request (including the length of the renewal term requested)
at least six months prior to the expiration of the initial term. The term of this
Agreement shall be the initial term, together with any renewal term agreed to
in writing by WHP and the City.
3. USE OF THE PREMISES
A. The City hereby leases and grants to WHP the exclusive right to use the
Leased Facilities as enumerated in Section 1.-E and depicted in Exhibit A of
this Agreement for the purpose of conducting scheduled practice ice, Hockey
Games, camps, tournaments, and clinics on a year-round basis during the
term of this Agreement.
B. The City hereby agrees to allow WHP to use the Non-Leased Facilities as
enumerated in Section 1.F. and depicted in Exhibit A of this Agreement
during the conduct of scheduled practice ice, Hockey Games, camps,
tournaments, and clinics on a year-round basis during the term of this
Agreement. Such use by WHP is non-exclusive and subject to the terms of
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this Agreement and any generally applicable rules and regulations (including
any use or reservation policies) adopted by the City from time to time.
C. WHP is solely responsible for cleaning and maintaining the Leased Facilities
(including, without limitation, the ceiling, walls, flooring, lights, fixtures, doors,
and windows) in good condition and repair and shall also be responsible for
cleaning the Sponsor Suite after each use. WHP shall be responsible for all
non-structural repairs to the Leased Premises, but (except in case of
emergency) shall give the City advance notice of the need for such repairs
and the City may choose to perform the repairs itself and bill WHP for the
cost of such repairs or allow WHP to perform the repairs to the City’s
reasonable satisfaction. The City shall be solely responsible for performing
any necessary structural repairs to the Leased Facilities, provided that WHP
gives the City prompt notice of the need for any such structural repairs.
D. WHP may be responsible for reimbursing the City for the cost to repair non-
structural damage to the non-leased portions of the facility if damage is the
result of WHP activities.
E. WHP agrees to allow the City access to the laundry room and use of the
laundry facilities once per week in exchange for the City allowing WHP to use
the City’s floor scrubber once per week.
F. The City will provide WHP with six (6) access badges to the Woodman’s
Center to be distributed to authorized WHP personnel, a list of whose names
and badge numbers shall be provided to the City upon request. Notice shall
be given to the City immediately upon the dismissal or resignation of WHP
personnel with badge access and badges must be turned in to the City within
48 hours.
G. The Woodman’s Center, including the Leased Facilities, will be closed to all
user groups, including WHP, during designated holidays. The City will
provide WHP with a list of designated holidays for the following year no later
than December 1 of each year of the lease.
H. WHP shall comply with all generally applicable rules and regulations
(including any use or reservation policies) adopted by the City from time to
time with respect to the Premises.
4. WHP RIGHTS & RESPONSIBILITIES
A. The City grants WHP the right to be the exclusive Junior A hockey team at
the Woodman’s Center that uses the Woodman’s Center as its home rink and
grants WHP the right to schedule and purchase from the City ice time as set
out in Sections 6 and 10 of this Agreement.
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B. The City grants WHP the exclusive right to sell and keep all revenue from the
sales of Hockey Game admission tickets, excluding the $1.00 capital
contribution fee as outlined in Section 7.C. when in effect. WHP may sell
tickets for access to the sponsor suite during Jets Hockey Games.
C. The City grants WHP the right to sell Team Merchandise and Novelties sold
by WHP as defined in Section 1.I at the Woodman’s Center. The City shall
not sell Team Merchandise and Novelties at the Woodman’s Center or grant
affirmative permission to any third parties to do so. However, nothing herein
shall prevent the City or other users of the Woodman’s Center from selling
items that happen to contain the colors of the team owned by WHP. Upon
mutual agreement, the City and WHP may choose to enter into a separate
consignment agreement to use the concession stand as a selling point at
times other than during or immediately before or after Jets Hockey Games for
select Team Merchandise and Novelties. Under such an agreement, the
parties anticipate that the City would retain no less than 15% of gross
revenue to cover taxes, point of sale fees and labor costs.
D. The City grants WHP the exclusive right to sell advertising space on
designated areas inside the Woodman’s Center as set forth in Section 11 of
this Agreement. However, WHP acknowledges and agrees that the City may
sell, donate, or otherwise provide advertising space to third parties in other
areas of the Woodman’s Center and may allow other users of the Woodman’s
Center to have their logo installed under the ice.
1. WHP will retain the revenue from the sale of advertising space, except
that it shall be obligated to make an annual advertising sponsorship payment
to the City in the amount set out in Section 4.D.2 below, which shall be paid
in equal amounts no later than November 1st and February 1st of each year. If
the Commencement Date falls after July 1, 2025, the annual advertising
sponsorship payment for the first year shall begin with the 2025 Hockey
Season.
2. The annual advertising sponsorship payment to the City will be $100,000
for the first year and will increase each year by the same percentage as any
percentage increase in the Consumer Price Index for All Urban Consumers,
US City Average; all items, not seasonally adjusted, 1982 -1984=100
reference base, or if such index is no longer published, the most similar index
which is published by the US Department of Labor (CPI-U).
3. If annual advertising gross revenue for the Hockey season exceeds
$350,000, WHP will make an additional payment to the City equal to 15% of
the total gross advertising revenue greater than $350,000 for the year. This
payment shall be made to the City no later than March 1st of each year for the
prior season.
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4. WHP is responsible for providing to the City an itemized
sponsor/advertising report with expenses and revenues, which shall be
submitted to the City with annual advertising sponsorship payment.
Advertising includes the revenue received for sold advertising. If sponsorship
includes ticket blocks, the value of those blocks will not be credited as
expenses. Trade-out sponsorships are not included in the annual advertising
gross revenue; however, this information must be clearly indicated in the
advertising report provided to the City.
5. WHP shall also have the right to sell and retain revenue from any
advertising sales on WHP printed material such as programs, yearbooks,
publications and scorebooks. Any revenue obtained through advertising on
WHP printed materials shall not be included in annual advertising gross
revenue for the purpose of calculating the annual sponsorship advertising
payment to the City.
E. Subject to the issuance of a Class B alcohol license to the City for the
Woodman’s Center, the City grants WHP the privilege to sell, dispense,
collect, and retain certain revenue from the sales of alcohol beverages
allowed under the applicable Class B alcohol beverage license(s) but only
during WHP scheduled home Hockey Games (pre-season, regular season,
and post season), play-offs, tournaments and tryout camps. Alcohol sales
and dispensing may begin one (1) hour before game time and shall conclude
eight minutes after the beginning of the third period of said games. All rules
established for the sale and dispensing of fermented malt beverages and
other alcohol (if any is permitted) will be established and approved by the
Alcohol License Advisory Committee (ALAC) within one (1) year of the
Janesville Common Council approving this Agreement. Alcohol may only be
sold, dispensed, served, and consumed inside areas of the Woodman’s
Center as defined in the license and as further restricted by the City.
E. Subject to the issuance of alcohol-related permits and licenses by the
Wisconsin Department of Revenue and the City, the City grants its
designated concessionaire the privilege to sell, dispense, collect, and retain
revenue from the sales of alcoholic beverages. WHP shall provide volunteers
to assist in the sales of alcohol during WHP-scheduled home Hockey Games
(pre-season, regular season, and post-season), playoffs, tournaments, and
tryout camps, if requested by the concessionaire. In the event, WHP does not
provide scheduled volunteers for each event to fully staff the agreed beverage
sales locations, WHP shall pay the City the federal minimum wage for each
paid labor hour. Volunteers shall be licensed bartenders, with the cost and
expenses related to obtaining the license being the responsibility of WHP. A
copy of the WHP licensed bartenders’ certifications must be on file with the
City. To the extent allowed by law, donations collected by volunteers shall be
paid monthly to non-profit organizations designated by WHP.
F.
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The sales and consumption of alcohol outside the Woodman’s Center upon
public property is prohibited at all times, except it may occur up to a maximum
of two times per year, but only if approved by the Alcohol License and
Advisory Committee or Common Council as a temporary extension of
premises in the manner authorized by law for special events. A Special Event
application and applicable fees apply for each such instance.
1) The City will hold the Class B fermented malt beverage and intoxicating
liquor license(s) for the Woodman’s Center. The City shall apply for such
alcohol license in a normal and customary manner required of all alcohol
license applicants or be granted such licenses by the Common Council as
otherwise provided by law. The City and WHP licensed bartenders each
must comply with all applicant and operator (licensed bartender)
qualifications and other state and City alcohol law requirements.
2) The City and WHP shall, at all times, comply with all Federal, State, and
local laws, rules, and regulations governing alcohol beverages and their
sale, dispensing, storage, and consumption. WHP will appoint a liaison to
the City for alcohol beverage sales during Jets Hockey Games, play-offs,
tournaments, tryout camps, and permitted outdoor special events under
Section 4.F.7. The City, in consultation with the WHP liaison, will
determine the inventory selection for fermented malt beverages. The City
will maintain the inventory and receipts of product and comply with
Wisconsin law for purchasing.
3) At all times that WHP engages in any type of alcohol beverage sales,
WHP will provide a licensed operator (bartender) on the licensed
premises, solely at its own cost and expense. WHP will sufficiently staff the
fermented malt beverage concession stand during Hockey Games,
tournaments, or try-outs with licensed bartenders. A copy of the WHP
licensed bartenders’ certifications must be on file with the City at all times.
4) The City and WHP will use a mutually agreed upon POS system, to which
both parties will have access for daily sales and inventory reporting.
5) WHP will retain Seventy Five Percent (75%) of net revenue from the sale
of fermented malt beverages during scheduled Jets home Hockey Games,
play-offs, tournaments, tryout camps and permitted outdoor special events
under Section 4.F.7. For the purposes of this Section 4.F, “net revenue”
shall mean the price at which the alcohol is sold, less the price at which
the alcohol was purchased and associated point of sale transaction fees.
6) WHP will reimburse the City Twenty Five Percent (25%) of net revenue
from the sale of fermented malt beverages under this Section 4.F on a
monthly basis. The City may at any time, on three (3) business days’
written notice, audit (by office or field audit) alcohol inventory, sales, and
net revenue to determine the amount required to be paid to the City under
this Section 4.F. In connection with such an audit, WHP shall present to
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the City any and all information, data, documents, financial records,
receipts and papers of whatever kind and nature requested by the City
within three (3) business days of such request. If the audit determines that
there has been an under-payment to the City under this Section 4.F.6,
WHP shall pay all amounts owed to the City forthwith upon demand. This
provision is considered a material requirement of this Agreement.
The City acknowledges the right of its concessionaire, the license
holder,WHP to apply for two (2) outdoor special event activities that include
food and alcoholic beverages each Hockey Season, on behalf of WHP as a
temporary extension of the licensed premises. that would occur at the
Woodman’s Center facility or in the parking area in a designated area. Such
outdoor events would be permitted in a designated area of the parking lot and
may not be held between November 15 and January 15 of each year. If the
event impacts the rink use, ice time would be paid for. WHP shall be
responsible for paying the costs associated with obtaining all permits,
licenses, and insurance related to such events, and to complyfor complying
with all applicable laws, policies, and regulations. Notwithstanding the
foregoing, to the extent that the City, as the holder of the Class B license, is
required to be the applicant with respect to a temporary extension of the
licensed premises, tThe City shall reasonably cooperate with WHP to submit
such an application, WHP shall provide the City with all information it may
request in connection with the preparation of such application, shall obtain all
insurance reasonably requested by the City, and shall agree to fully indemnify
the City in connection with the special event.
7) The City will operate the general concessions area for food and non-
alcoholic beverages or lease out the general concession area to a third-
party vendor and have the exclusive right to sell food and non-alcoholic
beverages during Hockey Games or other WHP sponsored activities. All
revenue from the sale of concessions during Hockey Games, play-offs,
tournaments, tryout camps, or other WHP-sponsored activities will be
retained by the City. Notwithstanding the above, WHP may have the
ability to sell Culver’s Ice Cream from an interior food stand and others at
the City’s sole discretion.
8) Alcoholic beverages may not be co-located in the general concession
area.
F.G. WHP has the right to have a team logo installed under the ice. WHP shall
provide the City with said decal logo in a size consistent with other Ice Arena
team/club logos and the City will install at no cost to WHP.
G.H. The City agrees to list Jets home game dates and times on the
Woodman’s Center electronic sign boards in the lobby area. Portable or
temporary signs/banners to promote WHP events on the Woodman’s Center
grounds must be in compliance with the City sign ordinance and approved by
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the Woodman’s Center Manager. WHP will be responsible for the application
of temporary signs and banners and pay all associated fees.
5. CITY RIGHTS & RESPONSIBILITIES
A. The City has the right to undertake repairs, maintenance projects, and capital
improvement projects to the Premises from time to time and at any time, at
such times, places and duration that the City or City Manager decide is/are in
the best interest of the City. Before making major projects or projects
reasonably likely to adversely impact WHP’s use of the premises, the City will
meet with a representative from WHP to discuss the effect of such
undertaking upon WHP’s use of the Woodman’s Center and shall consider
any reasonable input and requests by WHP. WHP will make itself reasonably
available for such discussions. In the event the City Manager determines that
the City’s undertakings under this Section 5.A might substantially affect
WHP’s operation at the Woodman’s Center or performance under this
Agreement, the City and WHP shall negotiate in good faith what, if any
modifications of the Agreement, Premises, rent, or operations may be
necessary as a result of such repairs, maintenance, or capital
improvement(s). However, the City shall not be obligated to consult or
negotiate with WHP when the City undertakes ordinary maintenance or
emergency repairs to the Premises, Woodman’s Center, or any components
of its infrastructure. If no prior agreement is reached, the City may undertake
the repairs, maintenance projects, and/or capital improvement projects
without notice.
B. Notwithstanding anything to the contrary in this Agreement, the parties
expressly understand and hereby acknowledge that WHP shall not be
relieved of any of its obligations under this Agreement, nor shall the City be
liable to WHP for any interruptions of any part, portion, or whole of WHP’s
operation under this Agreement that may directly or indirectly arise or result
from the City’s undertaking of any repairs, maintenance projects, or capital
improvement projects to the Woodman’s Center or Premises or undertaking
ordinary maintenance or emergency repairs. The City shall not be liable to
WHP or any other person for any lost revenues, costs, or any other direct or
consequential damage(s).
C. The City has the right and responsibility to make emergency repairs to the
Woodman’s Center to preclude any unnecessary closures of this facility. The
City will notify WHP as soon as reasonably possible of any potential
problems requiring emergency repairs which could require cancelling WHP
Hockey Games, practices, or other scheduled use of the Woodman’s Center
by WHP. Notwithstanding anything to the contrary in this Agreement, if WHP
home Hockey Games, practices, or other scheduled uses of the Woodman’s
Center by WHP need to be cancelled due to the need for emergency repairs,
WHP will be responsible for cancelling, rescheduling or finding a different
venue for such events. WHP will pay for all costs associated with relocating
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any cancelled home games, practices, or other scheduled uses to a different
venue and the City will have no financial obligations to WHP with respect to
the same. WHP will have no financial obligations to the City for cancelled
game ice time. If a Jets Game is cancelled in whole, or in part, on the day of
the scheduled game or after the game has commenced due to poor or unsafe
ice conditions at the Woodman’s Center, WHP will pay no fees for the game
and the City will deduct One Thousand Dollars ($1,000) from that month’s
monthly ice invoice.
D. The City has the unobstructed right to access the Leased Facilities of WHP at
any time, without advance notice, for the purpose of inspecting the Leased
Facilities, making repairs, or performing any other rights or obligations of the
City under this Agreement.
E. The City or its designated concessionaire will operate the general
concessions area for food and alcoholic beverages and have the exclusive
right to sell food and alcoholic beverages during Hockey Games or other
WHP-sponsored activities. All revenue from the sale of concessions during
Hockey Games, playoffs, tournaments, tryout camps, or other WHP-
sponsored activities will be retained by th e City or its designated
concessionaire. Notwithstanding the above, WHP may have the ability to sell
Culver’s Ice Cream from an interior food stand and others at the City’s sole
discretion.
F. The City will provide a sponsorship amount equal to $1.46 per scanned ticket
for Hockey games, including regular season and playoff games. Sponsorship
shall be paid on a monthly basis within 14 days of the month's end. The
sponsorship amount will increase each year by the same percentage as any
percentage increase in the Consumer Price Index for All Urban Consumers,
US City Average; all items, not seasonally adjusted, 1982-1984=100
reference base, or if such index is no longer published, the most similar index
which is published by the US Department of Labor (CPI-U).
G. If scanned attendance exceeds 28,000 for NAHL Jets regular season and
playoff games, the City agrees to pay an additional end-of-season
sponsorship amount. Such amount shall be mutually agreed upon and paid
within 30 days of the conclusion of the hockey season.
6. RENT & FACILITY USE FEES
A. WHP hereby agrees to and shall pay to the City as rent for the exclusive use
of the Leased Facilities during the term of this Agreement a monthly base
rent of One Thousand Dollars ($1,000), subject to annual adjustment as set
out in Section 6.C, along with all other sums due and payable under the terms
of this Agreement, including without limitation payments due in connection
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with advertising under Section 4.D, the payments related to revenue from the
sale of alcoholic beverages under Section 4.E, the facility use fees for under
Section 6.B, and the capital contributions under Section 7. WHP’s covenant to
pay rent is independent of every other covenant in this Agreement. The City
will invoice for base rent, which shall be billable in advance, without demand,
and without setoff or deduction on the first day of each month throughout the
term of this Agreement. Base rent for partial months shall be prorated.
B. WHP hereby agrees to and shall pay the City for ice time and facility use at
the following rates during the term of this Agreement, subject to annual
adjustment as set out in Section 6.C. WHP shall pay the City for all ice time
used by WHP at the Woodman’s Center for any reason. The City will invoice
WHP for such ice time and facility use fees in a customary manner on a
monthly basis. Invoices shall be payable within 30 days.
1) Game Ice: One Thousand Dollars ($1,000) for each exhibition, pre-
season, regular season, play-off, or tournament Hockey Game at the
Woodman’s Center for up to 4 hours. WHP guarantees that it will reserve
and pay to hold a minimum of 28 Hockey Games at the Woodman’s
Center each hockey season. In addition, the WHP will pay a $75 cleaning
fee for each such game. WHP agrees to provide not-for-profit
organizations or youth from low-income households a minimum of 20 free
tickets on average per Hockey Game.
2) Practice Ice: One hundred seventy-five Dollars ($175) per hour for WHP
practice ice time during early morning or early afternoon (prior to 4:00
p.m.), Monday-Friday. WHP guarantees that it will reserve and pay for a
minimum of 250 daytime practice hours each hockey season. In the event
that WHP desires to rent practice ice on weekends or evenings, they
would pay the standard prime ice time rate.
3) Camp/Tournament Ice: Two hundred fifty Dollars ($250) per hour for ice
time reserved for WHP camps, clinics, tournaments and try-outs events.
Ice time is expected to be during the Spring and Summer months.
Camp/Tournament ice is considered a prime ice rental, regardless of day
or time.
4) Other: Any other ice time that WHP reserves that does not fit into the
above categories will be at the generally applicable rate established by the
City.
5) Non-Leased Facilities: WHP will pay the generally established rates by the
City from time to time for other Non-Leased Facilities (i.e. meeting rooms
and convention/flexible space).
C. Base rent and facility use fees will increase annually effective on September
1st of each year by the same percentage as any percentage increase in the
Consumer Price Index for All Urban Consumers, US City Average; all items,
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not seasonally adjusted, 1982-1984=100 reference base or if such index is no
longer published, the most similar index which is published by the US
Department of Labor (CPI-U). The fees set out in Section 6. B will increase by
the City of Janesville Common Council-approved prime and non-prime rates
annually.
D. The City will have a fourteen (14) day ice giveback policy. The ice time will
be charged if fourteen days advance notice of a giveback is not given unless
the giveback is due to inclement weather. The giveback policy will not apply
to non-peak practice ice time rentals.
7. WOODMAN’S CENTER IMPROVEMENTS
A. The City shall include in the Woodman’s Center design specifications bid
document the capital improvements for the benefit of WHP that are identified
on the attached Exhibit C, “WHP Capital Improvements,” and shall deliver
the Leased Facilities to WHP on the Commencement Date in substantially the
form described on Exhibit C.
B. WHP will make a minimum initial capital contribution of $100,000 to the City
in support of the Woodman’s Center project. This contribution may be
provided through the Friends of the Woodman’s Center capital campaign.
C. In addition, WHP will assess and collect a $1 per ticket capital contribution fee
to offset the initial cost of building out the leased spaces. This fee will be
collected until a sum of $290,000 plus interest, calculated at the rate of the
debt issuance, has been collected and reimbursed to the City. The capital
contribution fees will be applied directly to the City’s debt service payment.
Payment to the City shall be remitted no later than 30 days after the end of
the Hockey Season.
D. WHP is solely responsible for providing the laundry machine and dryer, and
any other personal property, fixtures, furnishings, or equipment it deems
necessary or convenient for its use of the Leased Facilities (e.g., TV,
whiteboard, etc.) and shall keep the same in good condition and repair during
the term of this Agreement.
E. Except to the extent that such is part of the Capital Improvements to the
Leased Facilities shown on Exhibit C or required by Section 8.B of this
Agreement, the City shall have no obligation to provide any personal
property, fixtures, furnishings, or equipment in connection with WHP’s use of
the Premises.
F. WHP shall not make any alterations, additions, or improvements to the Leased
Facilities without the prior written consent of the City, which may be withheld
in the City’s sole discretion.
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8. STAFFING AND SERVICES
A. WHP shall furnish uniformed security staff at each Hockey Game. WHP
agrees to pay 100% of said costs for uniformed security staff for a minimum
of two (2) security personnel per event. It is acknowledged and agreed that
such security staff are acting on behalf of and at the direction of WHP and not
the City.
B. WHP shall provide all staffing and services in connection with its use of the
Woodman’s Center and the Leased Facilities except for the following
services, which the City shall provide, subject to any limitations set forth in
this Agreement:
1) Ice surface in the Main Arena (and Multi-Purpose Arena, when installed) in
good and suitable condition for the conduct of ice hockey.
2) Boards in the Main Arena (and Multi-Purpose Arena, when installed) in
good and suitable condition for the conduct of ice hockey.
3) Proper ice markings for lines and face-off circles in the Main Arena (and
Multi-Purpose Arena, when installed).
4) Electricity, heat, natural gas, water, sewer, and air conditioning for the
Premises (including the Leased Facilities). WHP shall be solely
responsible for its own internet service as described in Section 12.C and
any other utilities not required to be provided by the City (e.g., telephone)
that WHP deems necessary or convenient to serve the Leased Premises,
the installation of which shall be subject to the City’s review and approval.
WHP will be response for reimbursing the City of a portion of the cable
charges.
5) Custodial services for the Premises, except that WHP shall be solely
responsible for custodial services within the Leased Facilities and the
Sponsor Suite immediately following the use of the suite by WHP, in
accordance with Section 3.C.
6) Zamboni services for the Woodman’s Center.
7) General maintenance to the Premises, except that WHP shall be solely
responsible for maintenance of the Leased Facilities, in accordance with
Section 3.C.
8) Snow and ice removal for the sidewalks and parking lot located on the
Premises.
9. PARKING
A. All parking spaces available and designated for the Woodman’s Center Are
first come, first served.
10. SCHEDULING
A. The City agrees that WHP shall have first right to schedule and purchase
from the City ice time that the City makes available at the Woodman’s Center
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for practice, games, camps, clinics, and tournaments, provided that the dates
and times are selected by January 1st for the months of May through August
and are selected by July 1st for the months of September through April, with
the exception of playoffs, which will be tentatively reserved for WHP. WHP
will meet with other user groups at the rink to identify and resolve any conflict
dates prior to finalizing its schedule.
B. Ice time for each Hockey Game shall not exceed four (4) hours and shall be
approximately from 5:30 pm to 9:30 pm.
C. Practice ice time shall be made available to WHP Monday through Friday for
two (2) hours per day and shall be approximately 1:30 pm to 3:30 pm.
D. WHP’s Head Coach or their designee shall be authorized to schedule or
reschedule ice time for the team.
E. Ice time shall be made available during the months of May, June, July, and
August for WHP camps, clinics, and other WHP sponsored hockey events. A
two-week shut down for ice maintenance in May will occur. Exact dates of
this spring shutdown will be discussed with WHP prior to finalization. WHP
will submit in writing to the City their summer schedule of ice usage by
January 1 of each year. The dates and times for these events shall be
mutually agreed upon by the City and WHP.
F. A reservation of ice time for a Hockey Game, practice, try-out camp, clinic will
include the use of other Non-Leased Facilities as applicable, including
exclusive use of the game official’s room, concession space, sponsor suite,
trainer's room and non-exclusive/shared use of visitor locker rooms, lobby,
public restrooms, etc.
G. In the event that WHP fails to pay any ice time fee(s) to the City within sixty
(60) days of when originally due, the City may sell to others and/or use that
ice time at its discretion, and no longer reserve or hold that ice time for WHP
or anyone on WHP’s behalf.
H. The City acknowledged that WHP also owns the "Junior Jets" but that the
Junior Jets will be treated like any other user of the Woodman's Center with
respect to reserving and paying for ice time and will not have the preferential
rights given to the Jets under this agreement.
I. The Non-Leased Facilities will be scheduled pursuant to a generally
applicable facilities reservation policy, except that reservation of ice time for a
Hockey Game pursuant to this Agreement includes use of the relevant Ice
Arena, the Visitor Team Locker Rooms, Game Officials Room, Concession
Space, Trainer's Room, and Sponsor Suite (but only if it’s a Jets game).
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11. ADVERTISING
A. The City authorizes WHP to sell and display advertising in the following
designated areas of the Woodman’s Center, subject to the City’s final
approval of size, color, materials, and content:
1) Dasher boards (Main Arena & Multi-Purpose Arena)
2) Under-ice logos (subject to the City’s right to allow other users of the
Woodman’s Center to have their logo installed under the ice as well)
3) Zamboni(s)
4) Limited space on the interior walls in the Arenas as designated by the
City, in its sole discretion, from time to time.
B. If WHP wishes to sell or display advertising in any areas in the Woodman’s
Center not listed in Section 11.A above, it shall make a written request to the
City, which the City may approve or deny in its sole discretion.
C. The City shall be responsible for the installation of all advertisements un der
this Section 11. WHP shall provide all under ice advertising materials for
installation no later than two weeks prior to ice installation. Dates for the
following ice installation will be determined the earlier of January 1 of each
year or 120 days prior to ice installation. WHP shall provide all other
advertising materials for installation no later than September 1 of each year.
Additional time will be available to provide the advertising materials for the
multi-purpose arena to align with its seasonal ice installation.
D. WHP shall be responsible for all costs associated with the production,
implementation, maintenance, repair, and removal of all advertising signage
under this Section 11 and notwithstanding anything in this Agreement to the
contrary, the City will have no financial responsibility for these items. WHP
shall remove all such advertising prior to the termination of this Agreement
and shall repair any damage caused to the Woodman’s Center by such
removal to the City’s reasonable satisfaction.
E. The City agrees to advertise each WHP event in and on any selected
advertising medium controlled by the Woodman’s Center, when space and
funding permits, including a calendar of events, marquee, etc.
F. The City agrees to allow WHP to hang photos of individual players in a
mutually agreed upon location who have been drafted by an NHL team;
received an NCAA Division One scholarship after playing for the Jets; team or
individual awards received from the North American Hockey League; and
retired jersey numbers.
12. BROADCASTING RIGHTS
A. WHP shall have the right to broadcast, televise, and cablecast all events
which may be scheduled or held by WHP at the Woodman’s Center during
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the term of this Agreement and shall bear all costs thereof and may retain all
revenues which may be generated thereby. The City shall not broadcast,
televise, or cablecast any such events or grant affirmative permission to any
third parties to do so.
B. The City shall not impose any fees on WHP for radio or television broadcasts
originating from the Ice Arena.
C. WHP will provide for the installation, upkeep, and payment of all associated
expenses relating to their own separate internet line at the Woodman’s
Center.
13. INSURANCE
A. WHP shall secure at its own expense and at all times during the term of this
Agreement maintain a comprehensive public liability insurance policy for
bodily injury or death in the minimum amount of One Million Dollars
($1,000,000) for one (1) person, one (1) occurrence, and Three Million Dollars
($3,000,000) for two (2) or more persons on any one occurrence, and
property damage in the amount of One Million Dollars ($1,000,000) per
occurrence, which policy shall name the City and each and every of the
City’s elected and appointed officials, officers, employees, and appointees as
an additional insured.
B. WHP shall secure at its own expense and at all times during the term of this
Agreement maintain Worker’s Compensation Insurance covering the
statutory liability of WHP and its employees in the operation of a Junior A and
Junior Jets Hockey Team at the Woodman’s Center as required by the State
of Wisconsin.
C. WHP agrees, at all times during the term of this Agreement, to provide
liability and health insurance coverage for all team players through USA
Hockey.
D. WHP shall also secure at its own expense and at all times during the term of
this Agreement maintain an umbrella liability policy, with provisions insuring
all property maintained at the Woodman’s Center and in the care, custody,
and control of WHP including, but not limited to, any and all WHP, and
separately, any and all City materials, uniforms, equipment, supplies,
merchandise, and products. Said policy shall name the City as additional
insured.
E. WHP shall endorse coverage providing the City with a thirty (30) day prior
notice of policy change, termination, cancellation.
F. WHP shall provide to the City certificates of insurance evidencing the
coverage required by this Section 13 prior to the Commencement Date,
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promptly following each policy renewal, and at any time upon the request of
the City.
14. INDEMNIFICATION
A. WHP hereby agrees to and shall fully and forever indemnify, s ave, and hold
harmless the City and each and every of the City’s elected and appointed
officials, officers, employees, representatives, agents, and related others and
their heirs and assigns (indemnified parties) from any and all liability,
damages, payments, awards, suits, forfeitures, claims, demands, actions,
causes of action, and other amounts of whatsoever kind or nature arising
from and/or pertaining to use of the Woodman’s Center or Premises by WHP
or anyone authorized by WHP directly or indirectly upon and/or affecting the
Premises. This provision shall survive termination of this Agreement.
15. CONTINGENCY
A. The obligations of WHP and the City under this Agreement are contingent
upon the occurrence of all of the following:
1. Approval of this Agreement by the City of Janesville Common Council.
2. Appropriation of sufficient funds for construction of the Woodman’s Center
by the City of Janesville Common Council and the successful completion of
such construction.
16. TERMINATION AND DEFAULT
A. The happening of any one or more of the following events will be deemed a
default by WHP and a breach of this Agreement (and any statutory notice
given by the City to WHP in accordance with applicable law will suffice for the
notices referred to below):
1. Non-payment of base rent, facility use fees, or any other sums due to City
from WHP under this Agreement if such amounts remain unpaid for more
than ten (10) days after receipt of written notice from City of any such
failure to pay (“Monetary Default”); or
2. WHP’s failure to perform any other term, condition, or obligation under this
Agreement within thirty (30) days after receipt of written notice from the
City specifying the failure (but provided that, if WHP has promptly
commenced to cure such failure within such thirty (30) day period and its
efforts are prosecuted to completion with reasonable diligence, the
applicable cure period will be extended by the time necessary to complete
the cure, up to but not exceeding an additional forty-five (45) days) (“Non-
Monetary Default”); or
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3. WHP taking any action to, or notifying the City that WHP intends to, file a
petition under the Bankruptcy Code (Title 11 of the United States Code, as
amended), or any similar law or statute of the United States or any stat e,
or if such a petition is filed against WHP by a third party; or
4. The appointment of a receiver or trustee for WHP’s leasehold interest or
for all or a substantial part of WHP’s assets.
B. If WHP remains in default beyond the applicable cure period, then in addition
to all other rights and remedies available to the City at law or in equity or
under this Agreement, the City may, at its option and without further notice
or demand of any kind to WHP, exercise one or more of the following
described remedies:
1. Take any actions necessary to cure a Non-Monetary Default on WHP’s
behalf, in which case WHP agrees to reimburse the City on demand
110% of any expenses which the City may incur in curing the Non-
Monetary Default, and WHP agrees that the City shall not be liable for any
damages resulting to WHP from such action, however caused. Re-entry
into the Leased Facilities for such purposes shall not terminate this
Agreement, constitute an eviction of WHP in whole or in part, or relieve
WHP from the continued performance of all obligations under this
Agreement.
2. Terminate this Agreement, in which event the City may re-enter and
repossess the Leased Facilities and the City, in addition to any other
remedies it may have, may recover from WHP all damages it incurs by
reason of such breach, including the cost of recovering the Leased
Facilities, reasonable attorneys’ fees, and the worth at the time of such
termination of the excess, if any, of the amount of rent and charges
equivalent to the rent reserved in this Agreement for the remainder of the
stated term over the then-reasonable rental value of the Leased Facilities
for the remainder of the stated term of this Agreement, all of which
amounts shall be immediately due and payable from WHP to the City.
3. Terminate WHP’s right of possession, without termination of this
Agreement, in which event WHP agrees to surrender possession and
vacate the Leased Facilities immediately and deliver possession threreof
to the City, and WHP hereby grants to the City full and free license to
enter into and upon the Leased Facilities, in whole or in part, with or
without process of law and to repossess the City of the Leased Facilities
and to expel or remove WHP and any other person who may be
occupying the Leased Facilities or any part thereof and remove any or all
property therefrom without terminating this Agreement or being deemed
in any manner guilty of trespass, eviction, or forcible entry or detainer.
Notwithstanding such re-entry, the liability of WHP for rent shall not be
extinguished for the balance of the term provided that in no event shall the
City have the right to accelerate rent hereunder.
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C. If the City elects to re-enter the Leased Premises, as herein provided, or in
the event the City takes possession pursuant to legal proceedings or
pursuant to any notice provided by law, the City may either terminate this
Agreement or the City may from time to time without terminating this
Agreement, make such alterations and repairs as may be reasonably
necessary in order to relet the Leased Facilities, and relet the Leased
Facilities or any part thereof for such term or terms (which may be a term
extending beyond the term of this Agreement) and at such rent and upon
such other terms and conditions as the City in the City’s reasonable
discretion may deem advisable. If such rent received from such reletting
during any month are less than that to be paid during that month by WHP
hereunder, WHP shall pay any such deficiency to the City. Such deficiency
shall be calculated and paid monthly. No such re-entry or taking of
possession of the Leased Facilities by the City shall be construed as an
election on the City’s part to terminate this Agreement unless a written notice
of such intention is given to WHP or unless the termination thereof is decreed
by a court of competent jurisdiction. Notwithstanding any such reletting
without termination, the City may at any time thereafter elect to terminate this
Agreement for such previous breach.
D. The rights and remedies under this Agreement are cumulative, and the use
of any one right or remedy will not preclude or waive the right to use any or all
other remedies. Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance, or otherwise, including
without limitation the rights and remedies available under Wis. Stat. Ch. 704.
E. WHP may terminate this Agreement on thirty (30) days’ written notice to the
City in the event of any damage or destruction of any portion of the
Woodman’s Center that entirely prohibits WHP’s use of the Leased Facilities
or both the Main and Multi-Purpose Arena if such damage is not repaired
within 120 days after it occurs. If the City elects, in its sole discretion, to
repair such damage, rent under this Agreement shall be equitably abated
from the date of the casualty event until the Leased Facilities and at least one
Arena have been put in tenantable condition.
F. WHP may terminate this Agreement on thirty (30) days’ written notice to the
City if the League terminates WHP’s hockey franchise, provided that such
termination is not the result of WHP’s request for termination or its voluntary
relinquishment of the franchise.
G. The City intends to enter into and record a Repurchase Agreement with
Rockstep Janesville LLC in connection with the purchase of the Woodman’s
Center property. The Repurchase Agreement will grant Rockstep the right to
repurchase the property if the City fails to meet certain benchmarks with
respect to approval, appropriation, and contracting for the Woodman’s Center
project and will impose on Rockstep the obligation to repurchase the property
if the City of Janesville Common Council elects not to proceed with
22
construction of the Woodman’s Center at any time prior to the
commencement of construction. This Agreement shall be subject and
subordinate to the Repurchase Agreement and, although such subordination
shall be self-operative, WHP hereby agrees to sign any documentation
reasonably requested by the City to confirm that subordination. In the event
that Rockstep exercises its right to repurchase the property or is obligated to
repurchase the property pursuant to the Repurchase Agreement, the City
shall have the right to unilaterally terminate this Agreement by delivering
written notice to WHP, in which case this Agreement shall automatically
terminate on the earlier of (i) the termination date set out in the notice or (ii)
11:59 p.m. on the day before Rockstep closes on its repurchase of the
property.
H. Upon termination of this Agreement, WHP shall surrender the Leased
Facilities to the City in good condition and repair, reasonable wear and tear
excepted. WHP will surrender all improvements, additions, and fixtures to the
City upon termination of this Lease, and they will become the City’s property
at that time. The City may, however, elect to require WHP to remove any or
all of these improvements, additions, alterations, or fixtures, to repair any
damage to the Leased Facilities caused by such removal, and to restore the
Leased Facilities to their original condition.
17. ASSIGNMENT
A. This Agreement, the rights, privileges, duties, and obligations of WHP
hereunder may not be assigned, delegated , or pledged to another party
without the prior written consent of the City. Any request by WHP for the
City’s consent to an assignment, delegation, or pledge of all or any part of this
Agreement shall be made in writing and WHP shall provide the City with any
information or documents reasonably requested by the City to assess WHP’s
request, including documents establishing the financial worthiness of the
proposed assignee, delegate, or pledgee to undertake the outstanding
obligations of WHP under this Agreement. Notwithstanding any assignment,
delegation, or pledge, WHP shall remain fully liable under this Agreement
unless the City agrees in writing to such release.
B. WHP may not sublet or sublease the Leased Facilities, Woodman’s Center, or
Premises in whole or in part.
18. ENTIRE AGREEMENT
A. This Agreement constitutes the entire Agreement between the parties
hereto with respect to the subject matter herein contained. There are no
agreements or understandings between the parties hereto, whether oral or
written, regarding the subject matter hereof, which have not been embodied
or incorporated herein by reference.
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19. BINDING EFFECT; CHOICE OF LAW
A. This Agreement shall bind the parties and their heirs, personal
representatives, successors, and assigns. This Agreement shall be
governed by, construed, and interpreted in accordance with the laws of the
State of Wisconsin.
B. WHP shall, at all times, comply with any and all applicable rules, regulations,
laws, codes, ordinances, statutes, orders of each and every governmental
authority, Federal, State, and local, lawfully exercising authority over the
Woodman’s Center, Premises, or over the operations carried out thereon by
WHP. WHP shall, at all times, comply with any and all public or private
restrictions, covenants, easements, or agreements encumbering the
Premises or the use thereof from time to time, including without limitation the
Repurchase Agreement; Declaration of Restrictions; and Reciprocal
Easement, Sign, Party Wall, and Exterior Maintenance Agreement which will
be entered into and recorded by the City and Rockstep Janesville LLC in
connection with the City’s purchase of the Woodman’s Center property. WHP
shall not commit, maintain, or permit any waste or nuisance upon the
Premises. WHP shall not do or permit anything to be done on t he Premises
that would render void or increase the rate of fire insurance on the
Woodman’s Center or its contents. WHP shall use the Leased Facilities and
Premises only for the uses permitted in this Agreement.
C. Each provision of this Agreement shall extend to and shall, as the case might
require, bind and inure to the benefit of the parties hereto. This Agreement
shall not inure to the benefit of any assignee, transferee, or successor of
WHP, or to any third party, except upon the express duly authorized , written,
and signed consent of the City, which consent may be withheld for any
reason and without cause or notice.
20. SEVERABILITY
A. It is the intent of the parties hereto that each section, part, portion, provision,
covenant, term, and obligation of this Agreement is severable. If any part is
held unlawful, unenforceable, or unconstitutional for any reason, such
decision shall not affect or waive the remainder of this Agreement nor any of
the remaining obligations of the parties hereto.
21. AUTHORITY
A. Each person executing this Agreement on behalf of either party represents
and warrants that they are duly authorized to execute and deliver this
Agreement on behalf of such party, and that this Agreement is binding upon
that party in accordance with its terms.
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22. NOTICE
A. Any and all notices required or permitted to be given hereunder shall be
deemed delivered when actually received, if delivered personally, or when
mailed, if deposited with the U.S. Postal Service, first class prepaid, certified
or registered mail, return receipt requested, or with a national overnight
courier company and addressed as follows:
If to WHP: William J. McCoshen
Managing Partner
7565 Colonial Way
Verona, WI 53593
If to the City: Kevin M. Lahner
City Manager
P. O. Box 5005
18 N. Jackson Street
Janesville, WI 53547-5005
With a copy to: Waldemar Klimczyk
City Attorney
P. O. Box 5005
18 N. Jackson Street
Janesville, WI 53547-5005
Either party may change its notice address from time to time by giving written
notice to the other party of its new notice address pursuant to this section.
23. NO THIRD PARTY RIGHT
A. This Agreement creates no duty, obligation, or responsibility on the part of
the City to, nor does it extend any rights, privileges, causes of action, or
claims to or in any third persons or entities not a party to this Agreement.
24. ADDITIONAL PROVISIONS
A. WHP shall pay all sales, use, and other taxes, license fees, and permit fees
necessary or required or arising from, by law, for the conduct of its operation
in the Woodman’s Center or upon the Premises.
B. WHP shall apply for, pay, and at all times maintain in good standing a current
Wisconsin Retail Sales and Use Tax Number, as required, now and from time
to time, by State Law and/or the Wisconsin Department of Revenue.
C. WHP and its officers, directors, owners, employees, agents, representatives,
and team members shall, at all times, treat the general public, City staff,
governmental officials, and contractors with the upmost of courtesy, respect,
and consideration.
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D. The performance of each and every of a party’s obligations set forth in this
Agreement shall be solely at such party’s cost and expense, and at no cost,
fee, or expense whatsoever to the other party, unless a particular section or
provision of this Agreement specifically provides otherwise, in which event
the other party’s cost, fee or expense, shall not exceed that provided in such
specific section or provision.
E. WHP shall remain in good standing with the State of Wisconsin at all times.
F. For so long as the Premises is owned by the City or another entity that is
subject to any law or ordinance on public bidding (“Public Bid Law”),
whenever the City is required by this Agreement to perform or contribute to
the cost of any work that is required to be publicly bid, the parties shall
cooperate in good faith to ensure compliance with the Public Bid Law,
including but not limited to extending deadlines for performance, cooperating
in the preparation of bid materials, and/or reallocating responsibility of the
work from one party to the other as appropriate. Nothing in this Agreement
shall be construed to require the City to take any actions that would be in
violation of any Public Bid Law. Time is of the essence in the performance of
every obligation set forth in this Agreement.
G. This Agreement may be modified or amended by the parties hereto at any
time by mutual agreement in a writing signed by both parties. No
modification, amendment, waiver or release of any provisions of this
Agreement or of any right, obligation, claim, or cause of action arising
hereunder shall be valid or binding for any purpose unless in writing, duly
authorized and executed by both parties.
H. No part, portion, provision, promise, paragraph, obligation, section, or term
set forth in this Agreement shall be deemed waived by reason of one party
failing to enforce such breach at any time or from time to time. Any such
waiver must be in writing.
I. Nothing in this Agreement is intended nor shall be construed to be a waiver
by the City of Janesville for any purpose of any provision of Wis. Stat. §§
893.80, 895.52, or 345.05, or any other notice requirements, immunities,
defenses, or damages limitations that may apply to the City, its employees,
officials, or agents. Nothing in this Agreement will bind the City to approve
any alcohol license, event permit, conditional use permit, building permit,
financing request, or other permit, license, or request for approval or consent
related to any activity proposed to be undertaken on the Premises that the
City does not deem in the best interest of the City or the public or that is not
in compliance with any applicable laws, rules, ordinances or regulations or
that the City would not otherwise approve in the ordinary course. Nothing in
this Agreement shall be construed to waive any obligation or requirement of
WHP to obtain all necessary approvals, licenses, and permits from the City or
any other entity with regulatory authority in accordance with its usual
26
practices and procedures, nor limit or affect in any way the right or authority of
the City to approve or reasonably disapprove any plans or specifications or to
impose reasonable limitations, restrictions, and requirements on any permit,
license or request for approval or consent related to any activity proposed to
be undertaken on the Premises. Under no circumstances shall the City be
liable for any lost profit, damage to, or loss of business or any form of special,
indirect, or consequential damages (however caused and on any theory of
liability) arising in any way out of this Agreement.
J. WHP will accept the Leased Facilities and the Premises in its AS-IS, WHERE
IS, WITH ALL FAULTS condition, without representations or warranties of any
kind. The City disclaims any representation or warranty, whether express or
implied, as to the condition of the Leased Facilities or Premises and disclaims
any obligation to repair or improve the Leased Facilities or Premises except
as expressly provided in this Agreement.
K. WHP will pay as additional rent all collection, court costs, and attorneys’ fees
incurred by the City for the collection of unpaid rent or other sums due under
this Agreement or the enforcement, defense, or interpretation of the City’s
rights under this Agreement or incurred in any litigation, claim, negotiation, or
transaction in which WHP causes the City, without the City’s fault, to become
involved or concerned, whether such fees and costs be incurred out of court,
at trial, on appeal, or in any bankruptcy, arbitration, or other administrative
proceedings. This section shall survive termination of this Agreement.
L. If either party shall be delayed or hindered in or prevented from the
performance of any act required hereunder by reason of strikes, lock‐outs,
labor disputes, inability to procure materials, failure of power, riots,
insurrection, war, or other reason of a like nature not attributable to the
negligence or fault of the party delayed in performing work or doing acts
required under this Agreement, then performance of such act shall be
excused for the period of the unavoidable delay and the period for
performance of any such act shall be extended for an equivalent period;
provided, however, that this provision shall not operate to excuse WHP from
the timely payment of rent and other payments required by this Agreement or
obtaining any insurance required by this Agreement.
M. Nothing in this Agreement shall be deemed or construed by the parties
hereto or by any third party as creating the relationship of principal and agent,
limited or general partners, or of joint venturers between the City and WHP, it
being understood and agreed that neither the meth od of computation of rent
or any other provisions contained herein, nor any acts of the parties hereto,
shall be deemed to create any relationship other than the relationship of
landlord and tenant or facility owner and facility user.
N. Each party, within forty-five (45) days of its receipt of a written request from
the other party, shall from time to time provide the requesting party a
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certificate binding upon such party: (a) certifying that this Agreement is
unmodified and in full force and effect (or if modified, stating the nature of
such modification and certifying that this Agreement, as so modified, is in full
force and effect) and the date to which rent and other charges are paid in
advance, if any; (b) acknowledging that there are not, to the certify ing party’s
knowledge, any uncured defaults on the part of the requesting party under
this Agreement, nor any offsets, counterclaims, or defenses to this
Agreement on the part of the requesting party (or specifying such defaults if
they are claimed); and (c) certifying any other accurate matters as may be
reasonably requested by the requesting party.
O. This Agreement is subordinate to all present or future mortgages which may
affect the Premises. WHP shall, in the event any proceedings are brought for
the foreclosure of, or in the event of exercise of the power of sale under any
mortgage or lien made by the City with respect to the Woodman’s Center,
attorn to the purchaser upon any such foreclosure or sale and recognize such
purchaser as landlord under this Agreement.
P. The parties acknowledge and agree that (i) the headings used herein are for
convenience only and do not define, limit, or construe the terms of this
Agreement and that (ii) this Agreement is the result of negotiation and joint
drafting efforts of the parties and the rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
[Signature Page Follows]
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Dated and executed this ___ day of ___________, 2023.
City of Janesville: Wisconsin Hockey Partners, LLC:
___________________________ ___________________________
By: Kevin M. Lahner By: William J. McCoshen
City Manager Managing Partner
City of Janesville Wisconsin Hockey Partners, LLC
___________________________
By: Lorena A. Stottler
City Clerk/Treasurer
City of Janesville
Approved as to form:
___________________________
Waldemar Klimczyk
City Attorney
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EXHIBIT A-1
Map of Leased and Non Leased Facilities
30
EXHIBIT A-2
Map of Leased and Non Leased Facilities
31
EXHIBIT B
Map of Premises
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EXHIBIT C
WHP Capital Improvements
In consideration of the covenants contained in this Agreement, including WHP’s
covenant to make capital contributions in connection with the Woodman’s Center, the
following capital improvements shall be included in the Woodman’s Center design
specifications bid document for the benefit of WHP pursuant to Section 7.A of this
Agreement:
1. A 1,275 square foot locker room to include showers and restrooms
2. A 300 square foot office
3. A 70 square foot storage area for equipment and supplies
4. A 120 square feet laundry room