CC102721packetCITY OF MUSKEGO
COMMON COUNCIL AGENDA
10/27/2021
5:00 PM
Muskego City Hall, W182 S8200 Racine Avenue
CALL TO ORDER
ROLL CALL
STATEMENT OF PUBLIC NOTICE
PUBLIC COMMENT City Residents and Taxpayers Only - Speakers will be limited to making
comments related to all agenda items excluding closed session items relating to employment
and labor issues. Comments will be limited to three minutes per speaker per agenda item.
There will be no discussion by/with the Common Council during Public Comment.
NEW BUSINESS
Resolution #099-2021 - Approval of an Assignment, Assumption and Consent Agreement for the
Spectrum Watertower Holdings, LLC Developers Agreement
CCR2021099-DA Consent - Spectrum.docx
CCR2021099-Staff memo - Spectrum Transfer.pdf
CCR2021099-Attachment (Agreement-Spectrum).pdf
ADJOURNMENT
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REFERRED TO ABOVE IN THIS NOTICE.
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MUSKEGO CITY HALL, (262) 679-4100.
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COMMON COUNCIL - CITY OF MUSKEGO
RESOLUTION #099-2021
APPROVAL OF AN ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
FOR THE SPECTRUM WATERTOWER HOLDINGS, LLC DEVELOPERS
AGREEMENT
WHEREAS, The City of Muskego and Spectrum Watertower Holdings, LLC. entered
into a Development Agreement dated November 16, 2014, which was recorded with the
Waukesha County Register of Deeds on January 20, 2015, as Document No. 4121741;
and
WHEREAS, Spectrum Watertower Holdings, LLC. has entered into a Purchase and
Sale Agreement with MKE I – Commerce, LLC., dated August 11, 2021, whereby the
property subject to the Development Agreement will be sold; and
WHEREAS, The seller desires to assign all of its rights, obligations and liabilities under
the Development Agreement to the purchaser, and the purchaser desires to accept and
assume all of the rights, obligations and liabilities of the seller under the original terms of
the Development Agreement; and
WHEREAS, Pursuant to Section IX of the Development Agreement, the assignment of
the Development Agreement requires the City’s consent.
NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of
Muskego does hereby approve the attached Assignment, Assumptions and Consent
Agreement.
BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to
sign the Agreement and the City Attorney is authorized to make substantive changes as
may be necessary in order to preserve the general intent thereof.
DATED THIS 27th DAY OF OCTOBER 2021.
SPONSORED BY
Ald. John Terrance
This is to certify that this is a true and accurate copy of Resolution #099-2021, which
was adopted by the Common Council of the City of Muskego.
____________________________
Clerk-Treasurer
10/21cmc
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CITY OF MUSKEGO
Staff Report to Common Council
October 27, 2021 Meeting
To: Common Council
From: Adam Trzebiatowski, AICP
Subject: Approval of an Assignment, Assumption and Consent Agreement – Spectrum Watertower
Holdings, LLC.
Date: October 26, 2021
Background Information:
The City of Muskego entered into a Developers Agreement with Spectrum Watertower Holdings, LLC. in
November 2014 for a building they built in the Commerce Center West Business Park development. As part
of the terms of the original Developers Agreement, if the property were to be sold the City first needs to
consent to said transfer of the Developers Agreement. Spectrum Watertower Holdings, LLC. is now in the
final stages of finalizing a sale of the property to a new owner and as such the attached Assignment,
Assumption and Consent Agreement is now being brought forward for Common Council approval. All
terms of the original Developers Agreement will remain exactly the same for the new buyer.
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Page 1 of 5
ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT (“Assignment”) is
effective as of this 18th day of October, 2021 (“Effective Date”) by and among SPECTRUM
WATERTOWER HOLDINGS, LLC, a Wisconsin limited liability company (“ASSIGNOR”),
________________________, a Minnesota limited liability company (“ASSIGNEE”), and the CITY
of MUSKEGO, a Wisconsin Municipal corporation (“CITY”).
BACKGROUND
1. WHEREAS, CITY and ASSIGNOR entered into that certain Development Agreement dated
November 16, 2014, which was recorded with the Waukesha County Register of Deeds on January 20,
2015, as Document No. 4121741 (the “Development Agreement”), for the property legally described
on Exhibit A attached hereto (the “Property”).
2. WHEREAS, ASSIGNOR and ASSIGNEE have entered into a Purchase and Sale Agreement
dated August 11, 2021 (the “Purchase Agreement”), whereby the Property subject to the Development
Agreement will be sold by ASSIGNOR to ASSIGNEE.
3. WHEREAS, ASSIGNOR desires to assign all of its rights, obligations and liabilities under the
Development Agreement to ASSIGNEE, and ASSIGNEE desires to accept and assume all of the rights,
obligations and liabilities of the ASSIGNOR under the Development Agreement; and
4. WHEREAS, pursuant to Section IX of the Development Agreement, the assignment of the
Development Agreement requires the CITY’s consent, and the CITY has agreed to consent to such
assignment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.
1. ASSIGNOR hereby assigns and transfers to ASSIGNEE all of ASSIGNOR’S rights,
obligations and liabilities under the Development Agreement.
2. ASSIGNEE hereby accepts and assumes all of the rights, duties, obligations and
liabilities of the ASSIGNOR arising under the Development Agreement. The ASSIGNEE hereby
expressly agrees to be bound by all the terms and conditions of the Development Agreement, agrees to
perform and fulfill all of the duties, covenants, provisions, conditions, and obligations arising under the
Development Agreement as the Developer as defined therein, and agrees to release, hold harmless, and
indemnify ASSIGNOR from any and all liabilities and obligations arising from said Development
Agreement which accrue on or after the Effective Date.
3. CITY, pursuant to Section IX of the Development Agreement, by its signature below,
hereby consents to the foregoing assignment and assumption as of the Effective Date.
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4. This Assignment and any actions arising out of or relating to this Assignment shall be
governed by, construed and interpreted in accordance with the laws of the state of Wisconsin.
5. This Assignment constitutes the entire agreement between the parties and supersedes any
prior understandings, agreements, or representations by or between the parties, written or oral, that may
have related in any way to the subject matter hereof.
6. This Assignment shall be binding upon and inure to the benefit of the parties named
herein and their respective successors and permitted assigns.
7. This Assignment may be executed in one or more counterparts and by facsimile or pdf,
all of which shall be considered but one and the same agreement, and shall become effective when one
or more such counterparts have been signed by each of the parties and delivered to the other parties.
IN WITNESS WHEREOF the parties hereto have executed this Assignment as of the
Effective Date set forth above.
ASSIGNOR:
Spectrum Watertower Holdings, LLC
By: _____________________________
Lawrence M. Surges, Managing Member
STATE OF WISCONSIN )
) ss.
____________ COUNTY )
On this _____ day of October, 2021, before me appeared Lawrence M Surges, to me
personally known, who, being by me duly sworn, did say that he is the Managing Member of Spectrum
Watertower Holdings, LLC, and that said instrument was signed on behalf of said company by its
authority, and said person acknowledged said instrument to be the free act and deed of said company.
In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and
year first above written.
_______________________________
Notary Public, State of Wisconsin
My commission is/expires:_____________
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Page 3 of 5
ASSIGNEE:
MKE I – COMMERCE, LLC,
a Minnesota limited liability company
By: _____________________________
Name: Peter H. Mork
Its: Manager
STATE OF MINNESOTA )
) ss.
____________ COUNTY )
On this _____ day of October, 2021, before me appeared Peter H. Mork, to me
personally known, who, being by me duly sworn, did say that he is the Manager of MKE I –
COMMERCE, LLC, and that said instrument was signed on behalf of said company by its authority,
and said person acknowledged said instrument to be the free act and deed of said company.
In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and
year first above written.
_______________________________
Notary Public, State of ___________
My commission is/expires:_____________
Signature Page to Assignment, Assumption and Consent Agreement
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CITY of MUSKEGO
By:______________________________________
Rick Petfalski, Mayor
Attest:
By:____________________________
Sharon Mueller, City Clerk
STATE OF WISCONSIN )
) ss.
____________ COUNTY )
On this _____ day of October, 2021, before me appeared Rick Petfalski, Mayor, and
Sharon Mueller, City Clerk, to me personally known, who, being by me duly sworn, did say that they
are the Mayor and City Clerk of the City of Muskego, and that said instrument was signed on behalf of
the City of Muskego by its authority, and said persons acknowledged said instrument to be the free act
and deed of said City.
In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and
year first above written.
_______________________________
Notary Public, State of Wisconsin
My commission is/expires:_____________
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Lot One (1) of CERTIFIED SURVEY MAP NO. 11280, being a Redivision of Lots One (1) and Two (2) of
Certified Surve y Map No. 10532, and lands located in the Northwest One-quarter (1/4), Southwest One-quarter
(1/4) and Southeast One-quarter (1/4) of the Northeast One-quarter (1/4) of Section Three (3), in
Township Five (5) North, Range Twenty (20) East, in the City of Muskego, Waukesha County, Wisconsin,
recorded in the Office of the Register of Deeds for Waukesha County on March 3, 2015 in Book 111,
Pages 181 to 187 inclusive, as Document No. 4127320. Together with that portion of vacated Commence
Drive abutting the premises on the South and depicted in a City of Muskego Resolution #019-2015 and
recorded March 17, 2015 as Document No. 4129782.
Tax Key No: MSKC2169993013
Address: W160S6381 Commerce Drive, Muskego, WI 53150
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