HomeMy WebLinkAboutFox Valley Pro Basketball Tax Incremental //3 23
THIRD AMENDMENT TO TAX INCREMENTAL
DISTRICT NO. 31 DEVELOPMENT AGREEMENT WITH
FOX VALLEY PRO BASKETBALL, INC.
THIS THIRD AMENDMENT TO TAX INCREMENTAL DISTRICT NO. 31
DEVELOPMENT AGREEMENT ("Third Amendment") is entered into as of the _ day of
12018.
WHEREAS,the City of Oshkosh, Wisconsin and the Redevelopment Authority of the City
of Oshkosh, Wisconsin (hereinafter collectively referred to as "City"), and Fox Valley Pro
Basketball, Inc. (hereinafter referred to as "Developer") entered into a Development Agreement
dated March 17, 2017, as amended on October 27, 2017 and January 3, 2018 (collectively the
"Agreement"), pertaining to the City's Tax Incremental District No. 31, which was established for
the purpose of redeveloping certain property located at 1118 and 1212 South Main Street in the
City as a sports arena; and
WHEREAS, the City and Developer desire to make further changes to the Agreement in
order to facilitate the potential assignment of the City MRO issued pursuant to the terms of the
Agreement.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the City and
Developer agree as follows:
1. Capitalized terms used herein without definition have the meanings ascribed to
them in the Agreement,
2. The definition of "Administrative Costs" set forth in Article 1, Section B of the
Agreement is amended by deleting the final sentence thereof and replacing it with the following:
"Notwithstanding anything to the contrary set forth herein, the City
and Developer agree that the aggregate Administrative Costs during the first
year of this Agreement shall not exceed Thirty Thousand Dollars($30,000),
and the aggregate Administrative Costs during each subsequent year of this
Agreement shall not exceed Ten Thousand Dollars ($10,000), exclusive of
Administrative Costs associated with this Third Amendment in regards to
attorney expenses in drafting and reviewing this Third Amendment and
Ehlers expenses in relation to this Third Amendment, collectively not to
exceed $15,000."
3. Article IX of the Agreement is amended in its entirety to read as follows:
IX. MINIMUM ASSESSMENT GUARANTY. Developer hereby
agrees that commencing in 2018 (whether or not the Property has been conveyed
to Developer pursuant to Article V, above) and for the duration of the Payment
Term, the assessed value of the Project shall be greater than or equal to Eighteen
19393231.2
Million Dollars ($18,000,000). If for 2018 or any subsequent year during the
Payment Term, the assessed value of the Property is less than Eighteen Million
Dollars ($18,000,000), Developer will make a payment to the City (a "Guaranty
PUment"), calculated by subtracting the assessed value of the Property from
Eighteen Million Dollars ($18,000,000). That number should be multiplied by the
mill rate for all taxing jurisdictions established for the then-current year for the
District, with the resulting Guaranty Payment being due and payable by Developer
to the City on or before November 1 of the following year.
4. Exhibit C to the Agreement is deleted in its entirety and replaced with Exhibit C
attached hereto,which the City and the Developer agree sets forth the final amount of Project Costs
for purposes of the Agreement and the City MRO (as that term is defined in the Agreement).
5. Exhibit D to the Agreement is deleted in its entirety and replaced with Exhibit D
attached hereto,which the City and the Developer acknowledge is the final form of the City MRO.
6. MRO No. I is hereby issued to Fox Valley Pro Basketball, Inc. in the amount of
$5,549,450.00, having an effective date of January 1, 2018.
7. The City hereby consents to the assignment of the City MRO in connection with
Developer's efforts to raise additional funds for the Project, and upon Developer's identification
of its assignee and surrendering of MRO No. 1, the City will issue MRO No. 2 to said assignee;
provided,that Developer shall have identified its assignee and surrendered MRO No. 1 to the City
no later than December 31, 2018. Notwithstanding such assignment, Developer shall remain
responsible for all obligations of"Developer"under the terms of the Agreement.
8. In connection with the potential assignment of the City MRO, the City hereby
certifies to Developer and to any potential purchaser of the City MRO that, as of the date of this
Third Amendment:
(a) The Agreement, as amended to date, is in full force and effect.
(b) Except for the terms of this Third Amendment and the First and Second
Amendments noted above,there have been no further amendments or modifications to the
Agreement.
(c) There are no existing Events of Default under the Agreement.
(d) The Agreement states that so long as no Event of Default exists, the City
will make annual payments under the City MRO on November I of each calendar year
during the Payment Term. The actual amounts payable each November I and the
application of such amounts to principal and interest shall be as set forth in the MRO.
(e) The City has issued a certificate of occupancy for the Project.
9. Except as specifically modified by this Third Amendment, the Agreement and its
prior amendments remain in full force and effect.
19393231.2
IN WITNESS WHEREOF, the pat-ties have executed this Third Amendment as of the date
first written above.
FOX VALLEY PRO BASKETBALL, INC.
L
By:
Its:
CITY OF OSHKOSH, WISCONSIN
By:
Mdrk A. R-olloff, City Manager
By:
Pamela R. Ubrig, City Clerk
Approved as to form:
rk
,)Attorney
R,EDEVEI.,OPMENI'A[J'I'IIORI'I'Y OF THE
CITY OF OSHKOSH, WISCONSIN_
Ile
By:
Its: Chair
BY:
Its: E&ecutive Director
19393231.2
r
EXHIBIT C
Final Property Project Costs
[update Ehlers table with final values]
1939323 L2
EXHIBIT D
Final City MRO
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION ("MRO")
Number Date of Original Issuance Amount
1 2018 $5,549,450.00
FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the
"City"), promises to pay to Fox Valley Pro Basketball, Inc. (the "Developer"), or registered
assigns, but only in the manner, at the times, from the source of revenue and to the extent
hereinafter provided, the principal amount not to exceed $5,549,450, with interest thereon at the
rate of five percent (5%) per annum, adjusted on November 1, 2024 to a rate equal to the then-
current City tax-exempt general obligation cost of funds plus two percent(2%),not to exceed eight
percent (8%).
Interest shall accrue from January 1, 2018. This MRO shall be payable in installments on
November I (the "Payment Dates") in each of the years set forth in Schedule I attached hereto
in an amount equal to the Available Tax Increments for the prior year provided such payments are
due under the Development Agreement, as hereinafter defined. Payments shall be applied first to
accrued interest and second to unpaid principal. Payments on this MRO shall be made only to the
extent that the City has received Available Tax Increments.
This MRO has been issued to finance projects within the City's Tax Incremental District
No. 31 ("District") and is payable only from the income and revenues herein described, which
income and revenues have been set aside as a special fund for that purpose and identified as the
"Special Redemption Fund" provided for under the Resolution adopted on February 28, 2017 by
the Common Council of the City (the "Resolution"). This MRO is issued pursuant to the
Resolution and pursuant to the terms and conditions of the Tax Incremental District No. 31
Development Agreement dated as of March 17, 2017, as amended among the City, the
Redevelopment Authority of the City of Oshkosh, Wisconsin, and the Developer("Development
Agreement"). This MRO does not constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation or provision. This MRO shall be payable solely from
Available Tax Increments generated by the Project located within the District and appropriated by
the Common Council to the payment of this MRO (the "Revenues"). Reference is hereby made
to the Resolution and the Development Agreement for a more complete statement of the revenues
from which and conditions and limitations under which this MRO is payable and the general
covenants and provisions pursuant to which this MRO has been issued, The Resolution and
1939323 11
Development Agreement are incorporated herein by this reference. Capitalized terms used in this
MRO which are not defined in this MRO shall have the meaning attributable to such terms as set
forth in the Development Agreement.
The City shall have no obligation to pay any amount of this MRO which remains unpaid
after the Final Payment Date of November 1, 2045.
The City makes no representation or covenant, express or implied, that the Available Tax
Increments or other Revenues will be sufficient to pay, in whole or in part,the amounts which are
or may become due and payable hereunder.
The City's payment obligations hereunder are subject to appropriation, by the Common
Council, of Available Tax Increments to make payments due on this MRO. In addition, as
provided in Section IV.Q of the Development Agreement, the total principal amount to be paid
shall in no event exceed $5,549,450. When the amount of Revenue has been appropriated and
applied to payment of this MRO, the MRO shall be deemed to be paid in full and discharged, and
the City shall have no further obligation with respect hereto. Further,as provided in Section IX.B.I
of the Development Agreement, the City shall have no obligation to make payments on this MRO
in the event of certain defaults under the Development Agreement.
This MRO is a special, limited revenue obligation and not a general obligation of the City
and is payable by the City only from the sources and subject to the qualifications stated,
incorporated or referenced herein. This MRO is not a general obligation of the City, and neither
the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal
of this MRO. Further, no property or other asset of the City, except the above-referenced
Revenues, is or shall be a source of payment of the City's obligations hereunder.
Subject to the foregoing, the City may, at its option,prepay this MRO at any time after the
seventh(7"') anniversary of the date hereof
This MRO is issued by the City pursuant to, and in full conformity with, the Constitution
and laws of the State of Wisconsin.
This MRO may be transferred or assigned, in whole or in part, only with the consent of the
City. Interests in this MRO may not be split,divided or apportioned. In order to transfer or assign
li the MRO, the transferee or assignee shall surrender the same to the City either in exchange for a
new, fully-registered municipal revenue obligation or for transfer of this MRO on the registration
records for the MRO maintained by the City. Each permitted transferee or assignee shall take this
MRO subject to the foregoing conditions and subject to all provisions stated or referenced herein.
It is hereby certified and recited that all conditions,things and acts required by law to exist
or to be done prior to and in connection with the issuance of this MRO have been done, have
existed and have been performed in due form and time.
I.
1939323 11
IN WITNESS WHEREOF, the City Council of the City of Oshkosh has caused this MRO
to be signed on behalf of the City by its duly qualified and acting City Manager and City Clerk,
and its corporate seal to be impressed hereon, all as of the date of original issue specified above.
CITY OF OSHKOSH, WISCONSIN
By:
Name:
Title:
Attest:
Name:
Title:
19393231.2
Schedule
Payment Schedule
Subject to the City's annual receipt of Available Tax Increment and the terms and conditions of
the Development Agreement,the City shall pay to Developer the total Project Increment Surplus
received by the City for the prior year:
Payment Date Payment Amount
November 1, 2019 Available Tax Increment for 2018
November 1, 2020 Available Tax Increment for 2019
November 1, 2021 Available Tax Increment for 2020
November 1, 2022 Available Tax Increment for 2021
November 1, 2023 Available Tax Increment for 2022
November 1, 2024 Available Tax Increment for 2023
November 1, 2025 Available Tax Increment for 2024
November 1, 2026 Available Tax Increment for 2025
November 1, 2027 Available Tax Increment for 2026
November 1, 2028 Available Tax Increment for 2027
November 1, 2029 Available Tax Increment for 2028
November 1, 2030 Available Tax Increment for 2029
November 1, 2031 Available Tax Increment for 2030
November 1, 2032 Available Tax Increment for 2031
November 1, 2033 Available Tax Increment for 2032
November 1, 2034 Available Tax Increment for 2033
November 1, 2035 Available Tax Increment for 2034
November 1, 2036 Available Tax Increment for 2035
In any event, the total payment to Developer on this MRO shall not exceed $5,549,450, exclusive
of interest.
19393231.2
REGISTRATION PROVISIONS
This MRO shall be registered in registration records kept by the City Clerk of the City of Oshkosh,
Winnebago County, Wisconsin, such registration to be noted in the registration blank below and
upon said registration records, and this MRO may thereafter be transferred only upon
representation of this MRO together with a written instrument of transfer approved by the City and
duly executed by the Registered Owner or his attorney, such transfer to be made on such records
and endorsed hereon.
Date of Registration Name of Registered Owner Signature of City Clerk
Fox Valley Pro Basketball,
Inc.
19393231,2
�
Construction Year Annual Total Construction Year
100
Per the"Third Amendment to Tax Incremental District No. 31 Development Agreement With Fox Valley Pro
Basketball, Inc."the Project must maintain a Minimum Assessment Guaranty Amount of$18,000,000.
EHLERS
Page 9/24/2018
~�M��~ LEADERS |0 PUBLIC FINANCE
z
rm 0 - - - - - - -
r. to V, 0 w M w �j lA to W 0 W W W Sri 11
m
to ".. .to to to to 11 o K� to to to to to
0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a C"I "0 "0 "0 "0
41 41 41 Ww w w w w w w w w to N - " N " " to to
W to 1� 0 W W j 0 W 4h W N l..a 0 W M W M Ul F. W 0 W w 4 1
X
Ir �D
> o o
o o
o o o o o o o Q o o o o 0 u (D o o o o o o o o o o o o D r4
Di
iv
9L<
61 Po . . . to N N to N N N N N N to N N N N " 11 to to
o g o o 0 o o o n o o a o o o o o o o c o c o 6-
too to �rl w 11 w w W w w w w w 11 " to to to " to to to �, N
• W 11 low •Imvl tlwto olDclalw l" to D w w ,
pi 1
ru
z2,
11
So S. W WS*S*S.S4 p P�S*p p So p 5* � p
3 Ej
I�D
o o o o o (D o o o o o c o o a o o o o o o o o o o o o
o 0 o 0 n o 0 0 o 'D 0 o 0 0 o 0 0 o o o o o 0 o 0 0 0
x
rD 9
to to CND OD W to to w N, " N, N, N, to N, to N N N, " N,
to
ID o w to 8 w w 'o m v, t, w to I- o w w a, VI 41 w 0 w
m
11 w W to to . . to to to . to 1/1 th to to to . to to t,,
91 91 91 9) 91 91 9) 91 91 91 91 P, P, �n p 91 91 91 91 P, 91 P, 9) 9) R, 91 lTI
ry . w w w w . w w . w W w . U, w w w w w w W . w w w . w M-
0 o o o o o o o a o o o 0 0 o o o o o o D o c o o o o
13 m 'D
WIN 010rr
rd
0 1
0 j
pi W �o •14"o V 9) 91 p P 91 I- In In j, UY p�,to !4 K z
o w q vi w (o ', ul to o 'o vi N w m w o m w la w x
w ul m m w w j Qj j uj ul vI w w j w 4 < 'D
to w m w A w o to w iD w w in 4, o C'J m S 3
ko m w w to m w w kD w w w a w m w o W .o -4 P to w W )I o "
W 11 m m w 'D o " to XS .1 ID w m o w CAl m LP tI1 A M w w 11
61 X.
P, 91 P, !"Y,y F, J, 'p,J, P, It,,e�- F, .
Wc* j Z, to 'D -o : w I w Ij 11 N, o w 41 1 'A
I H . " v. Ij w w I w F Ij - . - 11 1 w
p 91 ,'o 4D to �,j P, F 91 9) �A, 4D So '91 P �,! p p lft CD clm z
j j T w 1� w 41 o w (11 1. Po t w w o v
lD W 0 0 0 W W 0 W W to I W M M M 4 W M W W p <
IV
IR
00
'A w 1.
x
Y,Y,YY p py, p Y, p py, Y,p''p,p Y,p
11 w .1 .1 1 1 1 1 w 11 1 1 1
�i' n . bp . . . . . . .. . IX! ................
m o,
Ik
. . . . . . . . . . . .
w w w w 0 �g w w w w w w w w w w w w w w
.................... .............................
w .1 w w
W"i'o'w 'pIas 'w 'w
w
0
ul
0 0 0 0 W o w "I I W
<
w v,
w w wJ ul w w www wJ ult— www — w
I G x
C', 0 0 0 0 0 a 0
'o bba. . . . . . .r.
§
P6.'w
T
g t t V V t t t t t t t t t
1. W W W -W -W
4
ui
ro
J.Y�P,�11
w m ' o .4 o rr
'. " , . " ", 0 " . . W lwl 11 I
J,J,J,S,
.11� W �11 1". "1
v V, V, w 1. 18
---------------
ro
>
ru
cl; 01- 0 1.) 00 0 S" p p p p p p p p p
o o b 'b b b b b'a'o b'. b . o o b ,, b o b o ,, o
wA C, 0
lD0 . 0 a 000 0000 0 0 1) 0 0 1) 0 00 0 0 0
0000000000 0000 - 000 - 00 —Doo — NA
w . . . .
. . . . . . . . . . w
0 0 0 0 w I
ib 0 0 0 0 w w w w w w w w w w w w w w
0 0 0 . . . . . . . . . . . .
................
Opp
Y,Y,Y,Y, Pi An M r
Y,Y,Y,
w w w w
w w w w w w w w 0 0 0 0 4 0 0 0 0 0 0 0 0 0 0 0 0 0 0
6,1,,6,
m 1 1.11 .1 ol "I 1rv. .1 "1 .1 Ol
1 0 11 1-
"t". t�2�Z:,t t,�t'
U, 'm bo
b. W . 11 W
w �.p p P,jN,.
dv 0 0 ul 1. w
0 0 0 0 C, 0 0 a w en Gi
PJ
41
0 1 V, ul .1 1,, 8 2 11 "1 I, t t V, �w W. W, lw "I I "1 .1 w 0 1�1
Lm c",
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION ("MRO")
Number Date of Original Issuance Amount
October 10, 2018 $5,549,450.00
FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the
"City"), promises to pay to Fox Valley Pro Basketball, Inc. (the "Developer"), or registered
assigns, but only in the manner, at the times, from the source of revenue and to the extent
hereinafter provided, the principal amount not to exceed $5,549,450, with interest thereon at the
rate of five percent (5%) per annum, adjusted on November 1, 2024 to a rate equal to the then-
current City tax-exempt general obligation cost of funds plus two percent(2%),not to exceed eight
percent (8%).
Interest shall accrue from January 1, 2018. This MRO shall be payable in installments on
November 1 (the "Payment Dates") in each of the years set forth in Schedule 1 attached hereto
in an amount equal to the Available Tax Increments for the prior year provided such payments are
due under the Development Agreement, as hereinafter defined. Payments shall be applied first to
accrued interest and second to unpaid principal. Payments on this MRO shall be made only to the
extent that the City has received Available Tax Increments.
This MRO has been issued to finance projects within the City's Tax Incremental District
No. 31 ("District") and is payable only from the income and revenues herein described, which
income and revenues have been set aside as a special fund for that purpose and identified as the
"Special Redemption Fund" provided for under the Resolution adopted on February 28, 2017 by
the Common Council of the City (the "Resolution"). This MRO is issued pursuant to the
Resolution and pursuant to the terms and conditions of the Tax Incremental District No. 31
Development Agreement dated as of March 17, 2017, as amended among the City, the
Redevelopment Authority of the City of Oshkosh, Wisconsin, and the Developer("Development
Agreement"). This MRO does not constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation or provision. This MRO shall be payable solely from
Available Tax'Increments generated by the Project located within the District and appropriated by
the Common Council to the payment of this MRO (the "Revenues"). Reference is hereby made
to the Resolution and the Development Agreement for a more complete statement of the revenues
from which and conditions and limitations under which this MR0 is payable and the general
covenants and provisions pursuant to which this MRO has been issued. The Resolution and
Development Agreement are incorporated herein by this reference. Capitalized terms used in this
MRO which are not defined in this MRO shall have the meaning attributable to such terms as set
forth in the Development Agreement.
The City shall have no obligation to pay any amount of this MRO which remains unpaid
after the Final Payment Date of November 1, 2045.
The City makes no representation or covenant, express or implied, that the Available Tax
Increments or other Revenues will be sufficient to pay, in whole or in part,the amounts which are
or may become due and payable hereunder.
The City's payment obligations hereunder are subject to appropriation, by the Common
Council, of Available Tax Increments to make payments due on this MRO. In addition, as
provided in Section IV.D of the Development Agreement, the total principal amount to be paid
shall in no event exceed $5,549,450. When the amount of Revenue has been appropriated and
applied to payment of this MRO,the MRO shall be deemed to be paid in full and discharged, and
the City shall have no further obligation with respect hereto. Further,as provided in Section IX.B.1
of the Development Agreement,the City shall have no obligation to make payments on this MRO
in the event of certain defaults under the Development Agreement.
This MRO is a special, limited revenue obligation and not a general obligation of the City
and is payable by the City only from the sources and subject to the qualifications stated,
incorporated or referenced herein. This MRO is not a general obligation of the City, and neither
the fall faith and credit nor the taxing powers of the City are pledged to the payment of the principal
of this MRO. Further, no property or other asset of the City, except the above-referenced
Revenues, is or shall be a source of payment of the City's obligations hereunder.
Subject to the foregoing,the City may, at its option,prepay this MRO at any time after the
seventh (7th) anniversary of the date hereof.
This MRO is issued by the City pursuant to, and in full conformity with, the Constitution
and laws of the State of Wisconsin.
This MRO may be transferred or assigned,in whole or in part, only with the consent of the
City. Interests in this MRO may not be split,divided or apportioned. In order to transfer or assign
the MRO, the transferee or assignee shall surrender the same to the City either in exchange for a
new, fully-registered municipal revenue obligation or for transfer of this MRO on the registration
records for the MRO maintained by the City. Each permitted transferee or assignee shall take this
MRO subject to the foregoing conditions and subject to all provisions stated or referenced herein.
It is hereby certified and recited that all conditions, things and acts required by law to exist
or to be done prior to and in connection with the issuance of this MRO have been done, have
existed and have been performed in due form and time.
TN WITNESS WHEREOF,the City Council of the City of Oshkosh has caused this MRO
to be signed on behalf of the City by its duly qualified and acting City Manager and City Clerk,
and its corporate seal to be impressed hereon, all as of the date of original issue specified above.
CITY OF OSHKOSH, WISCONSIN
Name: Nfark A. Rohloff
Title: City Manager
Name: Pamela R. Ubrig
Title: City Clerk
JOMAaw-)�
Name: Trena Larson
Title: Finance Director