HomeMy WebLinkAbout17. 19-550 OCTOBER 8, 2019 19-550 RESOLUTION
(CARRIED 7-0 LOST LAID OVER WITHDRAWN )
PURPOSE: APPROVE AMENDMENT TO TID DEVELOPMENT AGREEMENT
AND AGREEMENT FOR ASSIGNMENT OF WEDC GRANT
REDEVELOPMENT AGREEMENT WITH ROGAN STORES
OSHKOSH LLC, OSHKOSH REFURS, INC., AND MASTERS
OSHKOSH, LLC FOR REDEVELOPMENT OF AVIATION PLAZA;
AUTHORIZE CONSENT TO COLLATERAL ASSIGNMENTS OF
DEVELOPMENT AND WEDC GRANT REDEVELOPMENT
AGREEMENT FOR FINANCING PURPOSES FOR OSHKOSH
REFURS, INC.
INITIATED BY: DEPARTMENT OF COMMUNITY DEVELOPMENT
WHEREAS, the City of Oshkosh created Tax Incremental District (TID) #37 and
approved Development Agreements with Rogan Stores Oshkosh,LLC,Reilly Real Estate,
LLC and Masters Oshkosh, LLC ; and
WHEREAS, the sole member of Reilly Real Estate,LLC has created a new entity in
which he is the sole shareholder and has requested that the TID Development
Agreements be modified to reflect this change to Oshkosh Refurb, Inc. and the parties
enter into an Agreement to allow Reilly Real Estate's interest in an accompanying WEDC
Grant Redevelopment Agreement to be assigned to Oshkosh Refurb, Inc.; and
WHEREAS, Oshkosh Refurb, Inc. has requested an extension of the deadline for
the Development Agreements and purchase of property by Oshkosh Refurb, Inc.; and
WHEREAS, Oshkosh Refurb, Inc. has requested the City consent to a collateral
assignment of the Development Agreement with Oshkosh Refurb, Inc. and Oshkosh
Refurb's Interest in the WEDC Grant Redevelopment Agreement to its principal lender
to be exercised only in the case of default by Oshkosh Refurb, Inc. on their loan and other
obligations to the lender; and
OCTOBER 8, 2019 19-550 RESOLUTION
CONT'D
WHEREAS, Rogan Stores Oshkosh, LLC and Masters Oshkosh, LLC are in
agreement with the requested extension of time to execute the Development Agreements
and complete the purchase of property for Oshkosh Refurb, Inc. and with the Agreement
for Assignment of the WEDC Grant Redevelopment Agreement.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Oshkosh that the requested change from Reilly Real Estate, LLC to Oshkosh Refurb, Inc.
is hereby approved.
BE IT FURTHER RESOLVED that the proper City officials are hereby authorized
and directed to enter into an Amendment to the TID Developer Agreements with Rogan
Stores Oshkosh LLC, Oshkosh Refurb, Inc., and Masters Oshkosh, LLC for
redevelopment of the Aviation Plaza, per the attached, in substantially the same terms as
attached hereto, any changes in the execution copy being deemed approved by their
respective signatures, and to carry out all actions necessary to implement the City's
obligations under the Development Agreement as amended.
BE IT FURTHER RESOLVED that the proper City officials are hereby authorized
and directed to enter into an Agreement for Assignment of the WEDC Grant
Redevelopment Agreement with Rogan Stores Oshkosh LLC, Oshkosh Refurb, Inc., and
Masters Oshkosh, LLC for redevelopment of the Aviation Plaza, per the attached, in
substantially the same terms as attached hereto, any changes in the execution copy being
deemed approved by their respective signatures, and to carry out all actions necessary to
implement the City's obligations under the Redevelopment Agreement as amended.
BE IT FURTHER RESOLVED that the proper City officials are hereby authorized
and directed to enter into a consent agreement for the assignment of the interests of
Oshkosh Refurb, Inc. in the TID Development Agreement and Agreement for
Assignment of the WEDC Grant Redevelopment Agreement to Hometown Sank, per the
attached, in substantially the same terms as attached hereto, any changes in the execution
copy being deemed approved by their respective signatures, and to carry out all actions
necessary to implement the City's obligations thereunder.
City
of W
Oshkosh
TO: Honorable Mayor and Members of the Common Council
FROM: Allen Davis, Community Development Director
Lynn Lorenson, City Attorney
DATE: October 3, 2019
RE: Approve Amendment to 1'1L) Development Agreement and Agreement for
Assignment of WEDC Grant Redevelopment Agreement with Rogan Stores
Oshkosh LLC, Oshkosh Refurb, Inc., and Masters Oshkosh, LLC for
Redevelopment of Aviation Plaza; Authorize Consent to Collateral Assignments
of Development and WEDC Grant Redevelopment Agreement for Financing
Purposes for Oshkosh Refurb, Inc.
BACKGROUND
The City Council approved the nu #37 creation on July 23, 2019 to assist Rogan Stores Oshkosh
LLC, Reilly Real Estate, LLC, and Masters Oshkosh, LLC, with the redevelopment of Aviation
Plaza located along Interstate 41 at the intersection with Highway 44 / South Park Avenue.
Development Agreements were negotiated which included a contingency that all Development
Agreements be executed and the necessary purchase of land by Reilly Real Estate, LLC be
completed by September 30, 2019. Financing and purchase of the land by Reilly Real Estate,
LLC has taken longer than anticipated and the parties have requested an amendment to the
Development Agreements extending the contingency deadline to October 31, 2019.
In addition, Reilly Real Estate has created a new entity to comply with requirements of SBA
financing that they are seeking and has requested that the Development Agreement be put in
the name of the new entity. The same individual who was the sole member of Reilly Real Estate,
LLC is the sole shareholder of the new entity, Oshkosh Refurb, Inc. Finally, to accomplish their
financing, Reilly Real Estate, LLC has requested the city consent to a collateral assignment of the
1'1L) Development Agreement and the WEDC Grant Redevelopment Agreement to their
primary lender. The City has permitted collateral assignments for financing in the past and
under the Development Agreement Reilly could have assigned to an affiliate entity however,
since we are coming back to council for the extension, it is expedient to formally recognize all
the requested changes at this same time.
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
ANALYSIS
Following is a summary of the main provisions of the Development and Redevelopment
Agreements:
• The developers will rehabilitate,construct, and/or upgrade their existing buildings and
infrastructure on their respective properties at Aviation Plaza.
• The developer's investment in improvements on private property are estimated to be
over $20 million dollars. Approximately$2.75 million dollars of public infrastructure
improvements are identified in the Project Plan including sidewalks, water, sanitary,
and storm water management upgrades. These upgrades could occur once the city's
TIF obligation is complete.
• The City's contribution will be 90% of the generated tax increment during the life of
the district. The funding gap to be filled with tax increment is restricted to specific TIF
eligible costs identified in Exhibit C of the Development Agreement with a cap that
shall not exceed $1,709,540 of pay-go assistance. If the TIF eligible costs are lower than
$1,709,540, the TIF obligation will decrease. The total pay-go payments are projected
to begin in 2022 and end when the TIF obligation has been paid through the'HD or in
2047 when the 1'ID is required to close, at an interest rate of 5.25%.
• Project costs and land values have been updated since the Project Plan was approved
by Council and increased the numbers of years of TIF obligation to ten years, which is
more than the seven year TIF obligation that was previously stated at the Council
meeting when the Project Plan was approved.
• Due to the anticipated ten year payback period for this TIF obligation, a lookback
clause was not added into the Development Agreement.
• A provision to demo any vacant buildings or remove themed architecture finishes was
reviewed by staff and outside consultants but has not been included in the agreement
due to a number of factors including concerns that removal of a portion or all of some
buildings in the District would lower the value in the District which would have a
negative impact on the increment available and compromising the integrity of a
building by removing outside elements could create issues related to building
maintenance and code compliance.
• The WEDC funds will be used for expanding the stormwater management system
which will include increasing capacity for city stormwater needs in the Stringham
Creek drainage basin area, install new laterals to each parcel from the water main in
the right of way, install a sanitary lateral from the sanitary main in the right of way to
each parcel, and any other grant-eligible costs that are required by city or state code.
The sites are currently served by a private water and sanitary main with the water not
being state code compliant and the sanitary being outdated.
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
The Resolution recognizes the change in controlling entity for the Reilly Extreme Customs
property.
The resolution also approves the proposed Amendment to the 111.) Development Agreement
extending the date for the parties to enter into the Agreement and the land sale to October 31,
2019. The City received the signed copies of the Development Agreements by the original
September 30th date, the only remaining contingency is the closing on the Oshkosh Refurb, Inc.
property which is schedule to occur in the next several weeks.
The resolution also approves the proposed Agreement for Assignment of the WEDC Grant
Redevelopment Agreement that allows Refurb Oshkosh to assign their rights under the WEDC
Grant Redevelopment Agreement and assures that all parties to the Agreement consent to that
assignment.
Finally the Resolution authorizes the City's consent to collateral assignment of the BD
agreement and WEDC Grant Redevelopment Agreement for Oshkosh Refurb, Inc.'s primary
financing.
FISCAL IMPACT
There is no anticipated impact from approval of the resolution and the proposed agreement and
assignments.
RECOMMENDATION
The City Council approves the Resolution and authorizes staff to execute the proposed
agreements and consents for collateral assignment.
Submitted, Su itted, Approved:
Alit4A2vit?
Allen Davis L Lorenson Mark Rohloff
Community Development Director City Attorney City Manager
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
FIRST AMENDMENT TO
TAX INCREMENTAL DISTRICT NO. 37
DEVELOPMENT AGREEMENT
(AVIATION PLAZA PROJECT)
This First Amendment to the Tax Incremental District No. 37 Development Agreement
(the "First Amendment") is made this day of October, 2019 (the "Effective Date"), by and
between the CITY OF OSHKOSH, WISCONSIN, a Wisconsin municipal corporation (the
"City"), and MASTERS OSHKOSH, LLC, a Wisconsin limited liability company ("Masters")
OSHKOSH REFURB, INC., a Wisconsin corporation ("Extreme Customs"), and ROGAN
STORES OSHKOSH, LLC, a Wisconsin limited liability company ("Rogan's") (Masters,
Extreme Customs, Rogan's and the City may be referred to collectively as the "Parties" or,
individually, as a"Party")
RECITALS
WHEREAS, the City has established Tax Incremental District No. 37 (the"District") as a
district in which at least fifty percent (50%) of the property within the District is in need of
rehabilitation or conservation work, as defined in Wis. Stat. Sec. 66.1337 (2m)(a), and in which
certain costs incurred for redevelopment of the District may be reimbursed from property tax
increment as provided by State law; and
WHEREAS,pursuant to the District Plan,Development Agreements were negotiated with
Masters, Extreme Customs, and Rogan's; and
WHEREAS, Extreme Customs created a new affiliated entity and desires to enter into the
Development Agreement and this amendment in the name of the affiliated entity, Oshkosh Refurb,
Inc.; and
WHEREAS, the Development Agreements contained a contingency that all Development
Agreements would be entered into and Oshkosh Refurb, Inc. would complete purchase of its
"Developer Property" as that term was defined in the Developer Agreement between Oshkosh
Refurb, Inc. and the City; and
WHEREAS, the real estate closing whereby Oshkosh Refurb, Inc. would purchase its
"Developer Property" has been delayed into October;
WHEREAS, the Parties desire to amend the Developer Agreements to account for the
delayed closing.
NOW THEREFORE, in consideration of the recitals, the terms and conditions contained
in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
I. AMENDMENT. The Parties desire to amend paragraph II of each of their
respective Development Agreements by amending Paragraph II of the Developer
Agreements as follows:
II. INITIAL CONTINGENCY. The effectiveness of this
Agreement is contingent upon Extreme Customs acquiring its
portion of the District property and the City entering into
Development Agreements with each of Developer, Rogan's, and
Extreme Customs with respect to the Project. In the event that both
Extreme Customs' acquisition of its portion of the District property
and the City's approval of all three (3) Development Agreements
have not occurred on or before October 31, 2019, this Agreement
shall be null and void and the parties shall have no further rights or
obligations hereunder.
(the "Amended Language").
II. EFFECT OF AMENDMENT. The Amended Language of this First Amendment
shall supersede and supplant the language in paragraph II of each Party's Development Agreement
with the City as if stated fully therein. All other paragraphs and provisions of the Parties'
Development Agreements not otherwise addressed in this First Amendment shall remain in full
force and effect.
[Signatures Begin On Next Page]
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
date stated in the first paragraph of this Agreement.
MASTERS OSHKOSH, LLC
BY:
Its: Member
STATE OF WISCONSIN }
} SS
COUNTY OF WASHINGTON I
Personally came before me this day of October, 2019, the above-named Thomas
Masters, to me known to be the person who executed the foregoing instrument.
Notary Public, State of Wisconsin
My Commission:
OSHKOSH REFURB, INC.
BY:
Its: Shareholder and President
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGOI
Personally came before me this day of October, 2019, the above-named Tyler G.
Reilly, to me known to be the person who executed the foregoing instrument.
*Heath G. Mynsberge
Notary Public, State of Wisconsin
My Commission is permanent.
ROGAN STORES OSHKOSH LLC, by its
sole member, ROGAN SHOES,
INCORPORATED
BY:
Patrick A. Rogan, President of Rogan
Shoes, Incorporated, Sole Member
STATE OF WISCONSIN }
} SS
COUNTY OF RACINE }
Personally came before me this day of October, 2019, the above-named Patrick A.
Rogan, to me known to be the person who executed the foregoing instrument.
Joseph J. Muratore Jr.
Notary Public, State of Wisconsin
My Commission is permanent.
CITY OF OSHKOSH,WISCONSIN
By:
Mark A. Rohloff, City Manager
By:
Pamela R. Ubrig, City Clerk
Approved as to form:
By:
Lynn A. Lorenson, City Attorney
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGO }
Personally came before me this day of October, 2019, the above named City
Manager and City Clerk of the City of Oshkosh, to me known to be the persons who executed the
foregoing instrument.
Notary Public, State of Wisconsin
My Commission:
AGREEMENT FOR ASSIGNMENT OF
REDEVELOPMENT AGREEMENT
I. PARTIES
The parties to this agreement are:
1.01 Tom Masters, an individual having offices at 22 North Main Street, in Hartford,
Wisconsin ("Masters");
1.02 Rogan Stores Oshkosh LLC, a Wisconsin limited liability company having offices at
1750 Ohio Street in Racine, Wisconsin ("Rogan's");
1.03 Phoenix Realty, LLC, a Wisconsin limited liability company having offices at 401 East
Kilbourn Avenue, Suite 201, in Milwaukee, Wisconsin ("Phoenix");
1.04 Reilly Real Estate, LLC, a Wisconsin limited liability company having offices at 3420
Jackson Street, in Oshkosh, Wisconsin ("Reilly");
1.05 Oshkosh Refurb, Inc., a Wisconsin corporation having offices at 3420 Jackson Street in
Oshkosh, Wisconsin ("Refurb"); and
1.05 The City of Oshkosh, Wisconsin, a Wisconsin municipal corporation having offices at
215 Church Avenue in Oshkosh, Wisconsin (the "City"; Masters, Rogan's Phoenix,
Reilly, Refurb and the City may be referred to collectively as the "Parties" or individually
as a"Party").
IL RECITALS
2.01 The date of this agreement is October , 2019.
2.02 WHEREAS, Masters, Rogan's, Phoenix, Reilly and the City entered into a
Redevelopment Agreement dated May 13, 2019, which was recorded with the
Winnebago County Register of Deeds as Document No. 1791305 on or about June 12,
2019 (the"Redevelopment Agreement"); and
2.03 WHEREAS, as of the effective date of the Redevelopment Agreement, Phoenix and
Reilly were under a"Form Offer"' to purchase the "Phoenix Property,,; and
2.04 WHEREAS, prior to the closing of the transaction between Phoenix and Reilly, Reilly
assigned all right and interest under the Form Offer to Refurb; and
' As that term is defined in the Redevelopment Agreement.
2 As that term is defined in the Redevelopment Agreement.
2
2.05 WHEREAS, Refurb desires to redevelop the"Property3,, on the same terms and
conditions set forth in the Redevelopment Agreement and assume the responsibilities,
obligations, and duties set forth therein; and
2.06 WHEREAS, Reilly desires to assign the responsibilities, obligations, and duties set forth
in the Redevelopment Agreement to Refurb;
2.07 WHEREAS, Section 21 of the Redevelopment Agreement permits free and liberal
assignment of the rights and obligations under the Redevelopment Agreement"upon the
transfer of[a Party's] respective Property" but is silent as to the right to assign prior to a
transfer of property; and
2.07 WHEREAS, the Parties desire to enter into this Assignment Agreement upon the terms
and conditions set forth herein (the "Assignment").
III. AGREEMENT
NOW, THEREFORE, it is agreed as follows:
3.01 Recitals. The recitals are a part of this Assignment.
3.05 Representation of Reilly. Reilly hereby states, represents and covenants as follows:
(a) Reilly has the right, power and authority to assign Redevelopment Agreement to
Refurb, and that nothing in this Assignment violates, is contrary to, modifies or
jeopardizes any term or condition contained in the Redevelopment Agreement.
(b) There is no litigation or administrative proceeding pending of which the
Redevelopment Agreement is the subject, or otherwise, which could modify,
subordinate or in way jeopardize the rights, power and authorities Refurb
hereunder.
(c) The assignment of the Redevelopment Agreement as provided for herein is
permitted under Wisconsin law and does not jeopardize or alter Refurb's right to
receive reimbursement from the City for eligible costs incurred consistent with
the Redevelopment Agreement.
(d) No representation or warranty of Reilly in this Assignment contains any untrue
statement of material fact, or omits or will omit to state a material fact necessary
to make the statements contained herein not misleading.
3.02 Assignment. Reilly hereby assigns, transfers, and conveys to Refurb all right, title and
interest that it has in and to the Redevelopment Agreement.
3 As that term is defined in the Redevelopment Agreement.
3
3.06 Consents. Masters, Rogan's, Phoenix, and the City hereby consent to the assignment by
Reilly to Refurb. Masters, Rogan's, Phoenix, and the City agree that such assignment
shall not be a default under the Redevelopment Agreement.
3.07 Miscellaneous.
(a) Survival of Representations. The representations, warranties and agreements of
Reilly contained in this Assignment shall not be discharged or dissolved upon but
shall survive the date of the execution hereof.
(b) Binding Agreement. This Agreement shall be binding upon and inure to the
benefit of the respective parties, their successors and assigns, heirs and personal
representatives, except as otherwise expressly provided herein.
(c) Waiver Change or Modification. This Agreement may not be changed orally,
but only by an agreement in writing, and signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
(e) Applicable Law. The parties agree that this Agreement shall be construed
pursuant to and in accordance with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the date stated in the first paragraph of this Agreement.
THOMAS MASTERS
STATE OF WISCONSIN }
} SS
COUNTY OF WASHINGTONI
Personally came before me this day of October, 2019, the above-named Thomas
Masters, to me known to be the person who executed the foregoing instrument.
Notary Public, State of Wisconsin
My Commission:
4
REILLY REAL ESTATE, LLC
BY:
Its: Member
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGOI
Personally came before me this day of October, 2019, the above-named Tyler G.
Reilly, to me known to be the person who executed the foregoing instrument.
*Heath G. Mynsbeme
Notary Public, State of Wisconsin
My Commission is permanent.
5
ROGAN STORES OSHKOSH LLC, by its
sole member, ROGAN SHOES,
INCORPORATED
BY:
Patrick A. Rogan, President of Rogan
Shoes, Incorporated, Sole Member
STATE OF WISCONSIN }
} SS
COUNTY OF RACINE }
Personally came before me this day of October, 2019, the above-named Patrick A.
Rogan, to me known to be the person who executed the foregoing instrument.
Joseph J. Muratore Jr.
Notary Public, State of Wisconsin
My Commission is permanent.
6
PHOENIX REALTY, LLC
BY:
Its: Manager
STATE OF WISCONSIN }
} SS
COUNTY OF MILWAUKEE }
Personally came before me this day of October, 2019, the above-named David M.
Marks, to me known to be the person who executed the foregoing instrument.
Notary Public, State of Wisconsin
My Commission:
7
OSHKOSH REFURB, INC.
BY:
Its: Shareholder and President
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGOI
Personally came before me this day of October, 2019, the above-named Tyler G.
Reilly, to me known to be the person who executed the foregoing instrument.
*Heath G. Mynsbeme
Notary Public, State of Wisconsin
My Commission is permanent.
8
CITY OF OSHKOSH,WISCONSIN
By:
Mark A. Rohloff, City Manager
By:
Pamela R. Ubrig, City Clerk
Approved as to form:
By:
Lynn A. Lorenson, City Attorney
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGO }
Personally came before me this day of 2019, the above named
City Manager and City Clerk, to me known to be the person who executed the foregoing
instrument.
Notary Public, State of Wisconsin
My Commission:
CONSENT OF CITY OF OSHKOSH TO
ASSIGNMENT BY OSHKOSH REFURB, INC. OF TID AGREEMENT
This CONSENT is effective as of October , 2019 and is made by the City of Oshkosh,
Wisconsin (the"fit ')for the benefit of Hometown Bank(the"Bank").
The City acknowledges that:
A. The Bank made a loan in the amount of at least$272,056 (the "Loan")to, or for the benefit of,
Oshkosh Refurb, Inc. (the "Borrower") and has made other, and may make future, loans to the
Borrower.
B. The proceeds of the Loan are being used for the construction by the Borrower of improvements
at 2175-2185 S. Koeller Street in Oshkosh,Wisconsin (the"Project").
C. The City and Borrower are parties to a Tax Incremental District No. 37 Development Agreement
(Aviation Plaza Project)dated September 20, 2019 (the"TID Agreement")under which the City,
subject to the terms and conditions of the TID Agreement, shall make payments in the future to
Borrower from tax increment generated from the Project . A copy of the TID Agreement is
attached as Exhibit B to the Collateral Assignment of TID Redevelopment Agreement and Pledge
of TID Payments made by Borrower to the Bank, effective as of October , 2019 (the
"Collateral Assignment Agreement").
In consideration of the Bank making the Loan, and extending other credit and accommodations
now and hereafter,to the Borrower,the City agrees as follows:
1. The City consents to the Collateral Assignment Agreement by Borrower to the Bank. The
City agrees that such collateral assignment and pledge shall not be a default under the TID Agreement.
2. Except for adjustments to Reimburseable Project Costs made per Section IILE of the TID
Agreement, the City will not agree to any material amendment, modification or assignment(to any party
other than Bank or its designee) of the TID Agreement without first obtaining the Bank's prior written
consent and no amendment or modification shall be binding upon the Bank without the Bank's consent.
3. The City will send copies of all notices to the Bank that are required to be delivered by
the City to the Borrower under the terms of the TID Agreement.
4. Borrower has pledged its right to receive the payments under the TID Agreement to the
Bank to secure the Loan and any other indebtedness of obligations Borrower may now or at any time
hereafter owe to Bank however arising. The City consents to Borrower's pledge of the payments to the
Bank. The City has not previously consented to or agreed to any assignment of same by the Borrower
to any other lender or party.
5. If the Borrower shall default under the TID Agreement, the City will not exercise any
remedies, including, but not limited to, any right to terminate the TID Agreement, until the City shall give
1
a copy of the notice of default to the Bank and the Bank shall fail to either (a)remedy the default of the
Borrower at the Bank's cost and expense, or (b) in the case of a non-monetary default, the Bank may,
within such reasonable time as may be appropriate taking into account the nature of the default but in no
case longer than sixty(60)days from the date of the notice, deliver to the City an undertaking to remedy
the default.
6. To the extent that the Bank steps into the TID Agreement in place of the Borrower, the
Bank agrees to assume all obligations and liabilities of the Borrower pursuant to the TID Agreement and
in that situation the City shall agree to any reasonable time extensions requested by the Bank if needed
to cure non-monetary defaults of Borrower under the TID Agreement.
7. The Bank may upon default of the Borrower under any obligation due the Bank and
written notice delivered to the Borrower and the City, demand in writing, that the City make the TID
Payments due Borrower thereafter directly to the Bank. Borrower hereby authorizes the City to deliver
those payments to the Bank and waives its rights, if any, to contest, object or make any claims that
the City was not authorized to make or deliver such payments directly to the Bank.
8. The City will send all notices to the Bank by certified mail, return receipt requested, or by
overnight delivery service to the following address, or to such other address as may be designated in
writing by the Bank hereafter:
Hometown Bank
Attn: Nate Kok,V.P.
4190 Boardwalk Ct.
Appleton,WI 54914
with a copy to:
Atty.Alexander L. Ullenberg
Ullenberg Law Offices SC
101 Camelot Dr.,Ste.2b
Fond du Lac,WI 54935
9. The Bank will send all notices to the City by certified mail, return receipt requested, or by
overnight delivery service to the following address, or to such other address as may be designated in
writing by the City hereafter:
City of Oshkosh, Director of Community Development
215 Church Avenue
Post Office Box 1130
Oshkosh,WI 54903-1130
Attn: Director of Community Development
Facsimile No. 920-236-5053
2
with a copy to:
City of Oshkosh, City Attorney's Office
215 Church Avenue
Post Office Box 1130
Oshkosh,WI 54903-1130
Attn: City Attorney
Facsimile No. 920-236-5106
CITY OF OSHKOSH
By:
Mark A. Rohloff, City Manager
By:
Pamela R. Ubig, City Clerk
Approved as to Form:
By:
Lynn A. Lorenson, City Attorney
3
CONSENT OF CITY OF OSHKOSH TO
ASSIGNMENT BY OSHKOSH REFURB, INC. OF (WEDC GRANT)REDEVELOPMENT
AGREEMENT
This CONSENT is effective as of October , 2019 and is made by the City of Oshkosh,
Wisconsin (the "QW) for the benefit of Hometown Bank (the "Bank").
The City acknowledges that:
A. The Bank made a loan in the amount of at least $216,838 (the "Loan") to, or for the benefit of,
Oshkosh Refurb, Inc. (the "Borrower") and has made other, and may make future, loans to the
Borrower.
B. The proceeds of the Loan are being used for the construction by the Borrower of improvements
at 2175-2185 S. Koeller Street in Oshkosh, Wisconsin (the "Project").
C. The City and Borrower are parties to a Redevelopment Agreement dated May 13,2019, originally
between the City and Reilly Real Estate, LLC, and other parties,which was recorded in the Office
of the Register of Deeds for Winnebago County, Wisconsin on June 12, 2019 at 1:56 p.m. as
Document No. 1791305, which was thereafter assigned by Reilly Real Estate LLC to Borrower
(collectively the "Redevelopment Agreement") under which the City, subject to the terms and
conditions of the Redevelopment Agreement, shall make payments in the future to Borrower from
an Idle Industrial Sites Redevelopment Grant received by the City from the Wisconsin Economic
Development Corporation associated with the Project. A copy of the Redevelopment Agreement
is attached as Exhibit B to the Collateral Assignment of (WEDC Grant) Redevelopment
Agreement and Pledge of the WEDC Grant Payments made by Borrower to the Bank, effective
as of October , 2019 (the "Collateral Assignment Agreement').
In consideration of the Bank making the Loan, and extending other credit and accommodations
now and hereafter, to the Borrower, the City agrees as follows:
1. The City consents to the Collateral Assignment Agreement by Borrower to the Bank. The
City agrees that such collateral assignment and pledge shall not be a default under the Redevelopment
Agreement.
2. The City will not agree to any material amendment, modification or assignment (to any
party other than Bank or its designee) of Borrower's interest in the Redevelopment Agreement without
first obtaining the Bank's prior written consent and no amendment or modification shall be binding upon
the Bank without the Bank's consent.
3. The City will send copies of all notices to the Bank that are required to be delivered by
the City to the Borrower under the terms of the Redevelopment Agreement.
4. Borrower has pledged its right to receive the payments under the Redevelopment
Agreement to the Bank to secure the Loan and any other indebtedness of obligations Borrower may now
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or at any time hereafter owe to Bank however arising. The City consents to Borrower's pledge of the
payments to the Bank. The City has not previously consented to or agreed to any assignment of same
by the Borrower to any other lender or party.
5. If the Borrower shall default under the Redevelopment Agreement, and sums shall still
be available for payment to Borrower under the grant after the date of that default then the City shall give
a copy of the notice of default to the Bank and the Bank shall be given a reasonable time as may be
appropriate taking into account the nature of the default and terms and conditions of the Redevelopment
Agreement and Grant Agreement, to remedy the default and step into the shoes of the Borrower to obtain
such future payments.
6. To the extent that the Bank steps into the Redevelopment Agreement in place of the
Borrower, the Bank agrees to assume all obligations and liabilities of the Borrower pursuant to the
Redevelopment Agreement and in that situation the City shall agree to any reasonable time extensions
requested by the Bank if needed to cure non-monetary defaults of Borrower under the Redevelopment
Agreement.
7. The Bank may upon default of the Borrower under any obligation due the Bank and
written notice delivered to the Borrower and the City, demand in writing, that the City make the WEDC
Payments due Borrower thereafter directly to the Bank. Borrower hereby authorizes the City to deliver
those payments to the Bank and waives its rights, if any, to contest, object or make any claims that
the City was not authorized to make or deliver such payments directly to the Bank.
8. The City will send all notices to the Bank by certified mail, return receipt requested, or by
overnight delivery service to the following address, or to such other address as may be designated in
writing by the Bank hereafter:
Hometown Bank
Attn: Nate Kok,V.P.
4190 Boardwalk Ct.
Appleton, WI 54914
with a copy to:
Atty. Alexander L. Ullenberg
Ullenberg Law Offices SC
101 Camelot Dr., Ste. 2b
Fond du Lac, WI 54935
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9. The Bank will send all notices to the City by certified mail, return receipt requested, or by overnight
delivery service to the following address, or to such other address as may be designated in writing by the
City hereafter:
City of Oshkosh, Director of Community Development
215 Church Avenue
Post Office Box 1130
Oshkosh, WI 54903-1130
Attn: Director of Community Development
Facsimile No. 920-236-5053
with a copy to:
City of Oshkosh, City Attorney's Office
215 Church Avenue
Post Office Box 1130
Oshkosh, WI 54903-1130
Attn: City Attorney
Facsimile No. 920-236-5106
CITY OF OSHKOSH
By:
Mark A. Rohloff, City Manager
By:
Pamela R. Ubig, City Clerk
Approved as to Form:
By:
Lynn A. Lorenson, City Attorney
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