THIS DOCUMENT WAS REFORMATTED IN HTLM FROM THE WORD DOCUMENT DESCRIBED BELOW. IT'S NOT ELEGANT, BUT IT'S HERE ON THE WEB NOW.
Notes
This document was faxed to me by Councilmember Joseph Golombek Jr. on March 4 2005
I scanned the faxed document with OmniPage Pro Version 14
I'm quite amazed this software works at all but it is not perfect. I have made certain that the page numbers are as in the original document. Where I have noticed that the Optical Character Recognition Software erred I have corrected the mistake. No doubt I have not caught all the errors and this electronic form of the document is not a perfect match to what was faxed. The page numbers do match the faxed document and the formatting is as close to the original as I had patience for.
I reformatted the OCRd document in Wordperfect which I find lots easier to use than Word. But I have saved it in Word also.
But it is more easily distributed to the public which I believe has a right to know what the State, City, Bass Pro has signed, and soon the County will sign (from what I have read in the Buffalo News).
I searched for "Bass Pro" on the City's website and was informed that, "No results matched your search criteria." I searched the County website and found only that there is interest in the project. The Empire State Development Corp website does not seem to have the document. I did not bother searching Bass Pro's website.
Daniel Sack
885-8935
This Memorandum of Understanding ("MOU"), dated as of January 31, 2005 is made by and among Bass Pro Shops Outdoor World, LLC, having offices at 2500 East Kearney, Springfield, MO 65898 ("Bass Pro"), the New York State Urban Development Corporation d/h/a the Empire State Development Corporation, having, offices at 633 Third Avenue, New York, New York 10017 ("ESDC"), the County of Erie, having offices at 95 Franklin Street, Buffalo, New York 14202 ("County"), the City of Buffalo, having offices at City Hall, Buffalo, New York 14202 ("City"), collectively hereinafter referred to as the "Parties".
WHEREAS, Bass Pro is a major destination retailer of outdoor recreational products in the United States and desires to develop a one of a kind signature retail store in the former MemorialAuditorium in Buffalo, New York, resulting in the creation of substantial new jobs in Buffalo and the surrounding region; and
WHEREAS, the Federal government, including the U.S. Department of Transportation, the Federal Transit Administration ("FTA") and the Federal Highway Administration ("FHWA"), ESDC, the County and City have collectively proposed a development package to induce Bass Pro (including its affiliated business entities) to develop a Bass Pro Outdoor World Store in Buffalo and for the ESDC to establish a museum/interpretive center dedicated to the Erie Canal and Great Lakes Heritage; and
WHEREAS, the development package includes, $31 million dollars from the Federal government, including State and Local matches to provide road, and infrastructure improvements for the entire Project. The development package shall also include $21 million dollars from ESDC, and $14 million dollars from the City and County to Bass Pro specifically to induce Bass Pro to create up to an estimated 400 jobs in Buffalo as well as to develop the Memorial Auditorium; and
WHEREAS, the proposal is predicated upon Bass Pro developing a first class signature retail store, together with other amenities, such as a hotel and restaurant (subject to market feasibility studies and final design), in downtown Buffalo in the Memorial Auditorium which is presently owned by the City; and
WHEREAS, Bass Pro currently expects to commence construction of the Outdoor World not later than the Fall of 2005 and to complete construction of the Outdoor World in the Spring of 2007, subject to timely performance by the Public Sector of its undertakings, as envisioned herein, and force majeure; and
WHEREAS, ESDC in cooperation with the City, County, Niagara Frontier Transportation Authority (NFTA), Federal Transit Administration (ETA) and NYS Thruway Authority expects to complete the Erie Canal Harbor project by late 2007; and
WHEREAS, the Parties hereto wish to set forth herein their mutual understandings with respect to the primary terms of the incentive proposal and the process for each of the parties to seek approval of such terms and to timely enter into binding agreements to memorialize the same.
NOW, THEREFORE the, Parties hereto agree as follows:
A. DEFINITIONS
1. For purposes of this MOU, the following terms shall have the following meanings:
"Bass Pro" shall mean Bass Pro Outdoor World, LLC and any successor to substantially all of its business through a merger, consolidation or the sale of substantially all of its assets.
"Bass Pro Affiliate"shall mean and include (i) Bass Pro, (ii) any entity controlled by Bass Pro Or under common control with it, (iii) any entity in which any of the foregoing holds at least a 50% interest, and (iv) any successor to substantially all of the business of any such foregoing entity through a merger, consolidation or the sale of substantially all of its assets, provided that in the case of any such successor (other than any such successor to Bass Pro), it remains controlled by Bass Pro or a successor to Bass Pro of thetype contemplated by this clause.
"City"shall mean the City of Buffalo, New York and its affiliated agencies. "County"shall mean the County of Erie
"Donovan Building"shall mean the Donovan State Office Building located at 125 Main Street, Buffalo, NY
"ECIDA"shall mean the Erie County Industrial Development Agency, a public benefit corporation of the State of New York.
"ESDC" shall mean the New York State Urban Development Corporation d/b/a the Empire State Development Corporation, a public benefit corporation of the State of New York.
"Intermodal Transportation Center"shall mean an Amtrak Station and associated Intermodal connections to other transportation modes, such as Light Rail Rapid Transit, to be constructed on the site of the existing Donovan Building as part of the Parking Facility
"Lease"shall mean the proposed lease between the ESDC and Bass Pro providing Bass Pro with the use and occupancy of the Memorial Auditorium for a term to be determined.
"Memorial Auditorium"shall mean the former Memorial Auditorium located in Buffalo at 130 Main Street and bounded by Lower Terrace on the North, Scott Street on the South, Main Street on the East and Pearl Street on the West.
"Outdoor World"shall mean a first class signature Bass Pro Outdoor World Store that may include the retail space, restaurant and lodging, to be constructed in the Memorial Auditorium.
"Parking Facility"shall mean a parking facility containing a minimum of 1000 spaces primarily intended for the Outdoor World customers, to be constructed on the site of the existing Donovan Building as part of the Inner Harbor Redevelopment and Intermodal Transportation Center. The Parking Facility shall not include surface parking areas.
"Project"shall mean the entire Waterfront redevelopment including, but not limited to, a Bass Pro retail store, restaurant, hotel and all other components of the lease on the Memorial Auditorium, the parking facility, the Intermodal Transportation Center, and theWebster Block, Erie Canal/Great Lakes Museum.
"Public Sector"shall mean, as applicable, ESDC, the County, the City, ECIDA and BURA.
B. Key Elements of the Project
The Parties agree to pursue the project in accordance with the following terms and principles.
1. On or before 120 days after execution of this MOU, Bass Pro will use reasonable efforts to establish and provide to the Public Sector a general schematic design as well as
specific parameters for the Outdoor World. These parameters will include: the proposed uses for the Memorial Auditorium, including space allocation for Bass Pro Outdoor World, restaurant, hotel and other uses, determined to be included by Bass Pro; the estimated cost for constructing the Outdoor World; and within 270 days after execution of this MOLT use reasonable efforts to establish and provide a general plan for the demolition of the interior of the Memorial Auditorium together with a general schedule for the design, construction and occupancy of the Outdoor World. Bass Pro, at its sole discretion, may retain the services of an architect and such other consultants as it deems appropriate to plan and design the Outdoor World. The design of the Outdoor World will be subject to the review and approval of ESDC, the County and City, such approval not to be unreasonably withheld.
b.) ESDC agrees to commit a minimum of $21 million towards the Outdoor World
c.) The City of Buffalo and County of Erie agree to commit $14 million towards the redevelopment of Memorial Auditorium to the Outdoor World Store.
6. The Public Sector agrees to develop a multi-purpose transportation facility on the cleared Donovan site, to include an Intemaodal Transportation Center and a minimum of 1000 public parking spaces (excluding surface parking) for use by Bass Pro and to support the total redevelopment of the downtown Waterfront. The current estimated cost for this transportation facility is $15 to $17 million and will be comprised of Federal Highway Administration and Federal Transit Administration funds made available to the City of Buffalo, including the required State and Local match.
7. Upon the enactment of legislation enabling the sale and transfer of the Donovan Building from the New York State Office of General Services ("OGS) to ESDC and the identification of funds necessary for the relocation of tenants and equipment, ESDC will
work with OGS to facilitate the relocation of tenants in the Donovan Building at no cost to Bass Pro. During that relocation process, ESDC, in conjunction with the Office for Technology ("OFT"), OGS, the Department of Transportation and SUNY, will engage consultants to conduct a hazardous materials survey and assess alternatives for accommodating or relocating fiber optic cable and switching equipment located in the Donovan Building. ESDC will, in conjunction with OFT and OGS, and in cooperation with Bass Pro, the County and City contract for removal of hazardous materials and demolition of the structure_ ESDC, again in conjunction with OFT and OGS, will cause the cleared site to be conveyed to the City for design and construction of the Parking Facility and Intermodal Transportation Center.
8. The City of Buffalo agrees to transfer Memorial Auditorium to ESDC, as-is, for the sum of One Dollar ($1.00). ESDC, in turn, agrees to deliver Memorial Auditorium, as-is, to Bass Pro, at $1,00 annually through a long-term lease. It is expected that the general project plan will provide that ESDC or a subsidiary will lease the Memorial Auditorium to Bass Pro for forty-nine (49) years. Bass Pro agrees to assume the sole responsibility and expense for the maintenance and operation of the Memorial Auditorium throughout the term of the lease. As part of their $14 million dollar contribution to the Outdoor World, the City and the County agree to provide Bass Pro with a total contribution of $4 million dollars towards the demolition of the interior seating bowl of Memorial Auditorium. Bass Pro shall not guaranty any debt or other incentives.
9. The Federal government has agreed to fund and construct an Erie Canal Heritage / Great Lakes-themed museum for a minimum cost of $16 million dollars. The museum is anticipated to have a gross building area of approximately 30,000 square feet and to occupy a development site on the Erie Canal Harbor project site near the planned Commercial Slip.
10. It is anticipated that the S16 million in federal funds available for the Erie Canal Heritage/ Great Lakes Themed Museum will be channeled through the FHWA, or
alternatively the FTA, in conjunction with the Erie Canalway National Heritage Corridor Commission (ECNHCC). Design and construction of the Museum will be administered by ESDC in cooperation with the FHWA, ECNHCC, Bass Pro, the County and City.
11. The Erie Canal Harbor (ECH) is scheduled for completion in late 2007, Remedies for failure to perform will be defined in the definitive agreement. The Erie Canal Heritage/Great Lakes Museum is estimated for completion by Spring 2007. The Museumwill be 'located on the site designated for development in the Erie Canal Harbor draft master plan that i closest to Outdoor World, and connected to Outdoor World if possible.The museum vidll be owned by a public agency or not-for-profit entity, not yet determined.
12. Bass Pro agrees to provide, at its cost, all staff required to operate the Erie Canal Heritage / Great Lakes M scum. Net operating costs or deficits incurred after revenues and non-staff expenses will accrue to the owner of the museum.
13. The Public Sector agrees that in addition to the minimum 1000 estimated parking spaces in the Parking Facility, to use its best efforts to provide the maximum number of non-structured surface parking spaces immediately adjacent to the Outdoor World front entrance, but in no event less than 200 spaces. Furthermore, the Public Sector will provide adjacent to the Outdoor World: spaces for 40 recreational vehicles (RV's) and spaces for the outdoor display of 25 trailer mounted boats up to 32 feet in length. The ground level of the Parking Facility shall maintain a 14-foot clear height to provide clearance for boa s and RV's. The remaining floors shall maintain a 10-foot clear height. The public sector also agrees that all parking within the Parking Facility shall be free of cost to patrons of the Project at all times. Bass Pro acknowledges that the City will retain 300 parking spaces within the Parking Facility to be sold as monthly spaces to regional commuters. Thee 300 spaces shall be reserved for the monthly commuters between the hours of 6:00 a..to 4:00 p.m., Monday through Friday of each week throughout the term of the lease for Memorial Auditorium. Any and all revenues from the 300 parking
spaces shall be retained by the City for the City's use in maintaining and operating the Parking Facility, and non structured surface parking area. Bass Pro shall, in its sole discretion, designate the location of the 300 parking spaces, and the City shall offer Bass Pro employees the reserved spaces prior to offering to the general public. Furthermore, the Parties agree that specific procedures and arrangements to operate the Parking Facility, in such customers, while a manner as to provide the least amount of hindrance to Bass Pro also deterring non Bass Pro customers from parking within the Parking Facility and the surface parking areas, will be mutually agreed upon. Bass Pro customers shall not be charged at any time for utilizing the Parking Facility. The Parties acknowledge that approximately forty Buffalo Sabre's hockey games will take place annually, and the Parking Facility will be available to hockey patrons for a fee.
14. The Public Sector agrees to use its best efforts to cause the existing Light Rail Rapid Transit (LRRT) system stop at the Main Street entrance to the Outdoor World to be relocated one block south adjacent to the Erie Canal Harbor site.
15. The Webster Block is currently owned by the City and operated as a surface parking lot. Any future developrnent of that site will be determined by the City in cooperation/consultation with ESDC, the County and Bass Pro. The City will define the uses for the Webster site to Bass Pro, the ESDC, and the County. Such uses as well as the architectural design and height restriction shall be mutually agreed upon by the ESDC, the City, the County, and Bass Pro subject to approval by Bass Pro.
16. Development of sites designated in the Erie Canal Harbor Master Plan will be determined by the City, consistent with the amended Urban Renewal Plan and in cooperation/consultation with ESDC, the County and Bass Pro.
17. ESDC is the project manager for the ECH and will continue in that role in cooperation with Bass Pro, the County and the City.
18. Bass Pro shall be solely responsible for (i) the construction and operation of the Outdoor World in accordance with the New York State Building Code, applicable zoning limitations and other local requirements and (ii) for the cost to obtain necessary zoning variances and all governmental permits necessary to develop, construct and initially occupy Memorial Auditorium. achieve the same governmental permits necessary to develop, construct and initially Auditorium. The City shall support and cooperate with Bass Pro to achieve the same and, accordingly, shall identify a task force, including representatives from the Department of Permit and Inspection Services, Public Works Department, Fire Department, and Buffalo Economic Renaissance Corporation, to assist Bass Pro in expediting the pe--mitting process and complying with all local requirements. Bass Pro's obligations shall he conditioned upon the obtaining of all required approvals, variances and zoning changes necessary to develop the Outdoor World Store.
19. ESDC agrees to use its best efforts to secure low cost power to the Outdoor World through the New ork Power Authority.
20. Notwithstanding anything to the contrary contained herein, the parties obligations are subject to the negotiation and execution of satisfactory development agreement, project documents and rlated agreements. In addition, Bass Pro's obligations are contingent upon (i) obtaining all required approvals, variances and zoning changes necessary to develop the Outdrr World, and (ii) funding of all project costs for the museum and the parking facility d funding of the incentives to be made available to Bass Pro for the Outdoor World Store.
C. APPROVALS
1. The Parties agree to work cooperatively to implement the development described in this Memorandum of Understanding, it being understood that no formal approvals can be given or binding agreements made until environmental reviews have been completed and all legal and agency requirements and processes have been complied with. However, it is the intention of the Parties to proceed expeditiously with such reviews and processes.
2. The Parties acknowledge that approvals of other State, County and City agencies may be necessary or desirable to carry out portions of the development contemplated by this Memorandum of Understanding. In such event, the parties agree to work cooperatively to obtain such approvals in 2005.
D. SCHEDULE
1. The parties acknowledge that the critical dates for the achievement of their mutual purposes are as follows: the Donovan Building must be demolished eighteen (18) months after execution of this MOU by all Parties, the Intermodal / Parking Facility must be completed thirty (30) months after execution of this MOU by all Parties and the opening of the Outdoor +World store for business thirty (30) months after the execution of this MOU by all Parties. In view of this, subject to applicable legal requirements, the Parties will use their best efforts to execute binding agreements prior to those dates. Specifically, the Parties intend to seek any required approvals as soon as practicable in concert with the adoption of the final environmental impact study, which is expected to be completed twelve (12) months after execution of this MOU by all Parties, and to commence detailing their agreements concerning development, construction, financing and operation of t order to achieve t regular basis, and and subject to all necessary, the go of this MOU by Outdoor World store as soon as practicable after the date hereof. In ese goals, the Parties will continue to consult and meet together on a will use their best efforts to proceed in a timely manner. Specifically, required approvals and a successful federal funding process, where I will be to execute definitive documents 120 days after the execution 11 Parties, which documents would include: conveyance of Memorial Auditorium, development agreement for Outdoor World; funding agreement for the Outdoor World and lease of the Memorial Auditorium.
2. Assuming the required approvals have been the Parties will uaired approvals have been obtained and binding agreements executed, e their best efforts to commence construction of the Outdoor World fifteen (15) months after the execution of this MOU by all Parties.
Signature Page Note Optical Character Recognition did not do so well with this
It is signed by
Charles A. Gargano
Chairman & C.E.O.
Empire State Development Corp.
County of Erie
(No signature)
City of Buffalo
Anthony M. Masiello
Mayor
Bass Pro outdoor World, LLC
By: Bass Pro Inc. A Delaware corporation, its sole member
J. A. Hagale
President