HomeMy WebLinkAboutAmendment No. 2 to Tax Increment District No. 36 Development Agreement � t iluIHI' II
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Second Amendment to Tax Increment District No. 36 Tx:444 t 713
Development Agreement(Merge Redevelopment)
Document Number Document Title DOC# 18174 9
NATALIE STROHMEYER
REGISTER OF DEEDS
WINNEBAGO COUNTY, WI
RECORDED ON:
05/26/2020 01:42 PM
RECORDING FEE: 30.00
PAGES: 24
Recording Area
Name and Return Address ,I
City Attorney's Office no
Oshkosh,WI 54902-1130
901-0202-0000
901-0200-0200
The real properties subject to this first amendment are as follows: 901-0222-0300
Parcel Identification No.
0 Jackson Street Parcel ID No. 901-0202-0000
Lot 2 of Certified Survey Map 6553 Document Number 1577796 recorded at the Register of Deeds all in the 1st Ward,City
of Oshkosh,Winnebago County Wisconsin.
0 Marion Road Parcel ID No. 901-0200-0200
Lot 2 of Certified Survey Map 7150 Document Number 1724920 recorded at the Register of Deeds being part of the
Southeast 'A of the Northeast 'A Section and part of the Northeast 'A of the Southeast 'A Section 23 Township 18 North,
Range 16 East all in the 1 St Ward,City of Oshkosh, Winnebago County Wisconsin.
0 Marion Road Parcel ID No. 901-0222-0300
Lot 3 of Certified Survey Map 7068 Document Number 1709684 recorded at the Register of Deeds all in the 1 St Ward,City
of Oshkosh,Winnebago County Wisconsin.
• RECEIVED
Drafted By:
Lynn Lorenson
Oshkosh, WI 54903-1130 CITY CLERK'S OFFICE
SECOND AMENDMENT TO
TAX INCREMENTAL DISTRICT NO. 36
DEVELOPMENT AGREEMENT
(MERGE REDEVELOPMENT)
This Second Amendment to the Tax Incremental District No. 36 Development
Agreement (the "Second Amendment") is made this f 2"day of May, 2020 (the "Effective
Date"), by and between the CITY OF OSHKOSH, WISCONSIN, a Wisconsin municipal
corporation the REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH,
WISCONSIN (the "RDA," and, collectively with the City of Oshkosh, Wisconsin, the "City"),
MERGE, LLC, an Iowa limited liability company, doing business as Merge Urban Development
Group ("Merge"), and OSHKOSH MANAGER, LLC, a Delaware limited liability company and
assignee of MARION ROAD REDEVELOPMENT LLC (the"Developer").
RECITALS
WHEREAS, the City has established Tax Incremental District No. 36 (the "District") as
a district in which at least fifty percent (50%) of the property within the District is a blighted
area, as defined in Wis. Stat. Sec. 66.1105(2)(ae)1, 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, a Development Agreement was negotiated
with Merge and Marion Road Redevelopment LLC, and entered into on September 4, 2019,*as
amended by that certain First Amendment to the Tax Incremental District No. 36 Development
Agreement dated December 19, 2019 (as amended, the "Development Agreement");**
* - Doc. # 1798149 ** doc##1806377
WHEREAS, Marion Road Redevelopment LLC has, with the City's consent, assigned
its interest in the Development Agreement to Developer; and
WHEREAS, the Developer has requested, and the City has agreed, to amended the
Development Agreement as set forth herein.
NOW THEREFORE, in consideration of the recitals, the terms and conditions
contained in this Second Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged,the parties hereto agree as follows:
AGREEMENT
1. CHANGES TO DEFINITIONS.
(a) City Contribution. The definition of"City Contribution" is hereby deleted and
replaced with the following:
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•
E. City Contribution. "City Contribution" means payments to be provided
from the City to the Developer from Available Tax Increment pursuant to the
terms of this Agreement and the City MRO, in a total principal amount not to
exceed twenty five percent (25%) of Project Costs, with the actual amount of the
City Contribution to be set forth in the City MRO to the extent ultimately issued.
(b) City MRO. The definition of"City MRO" is hereby deleted and replaced with the
following:
F. City MRO. "City MRO" means, collectively, the Building One MRO, the
Building Two MRO, and the Building Three MRO, to the extent each is actually
issued pursuant to Article IV, below.
(c) The following definitions are added to the Agreement:
P. Building One MRO. "Building One MRO" means the Municipal Revenue
Obligation issued by the City to the Developer as evidence of the City's limited
obligation to pay the City Contribution attributable to Building One (as that term
is defined in Section III.A., below), substantially in the form attached hereto as
Exhibit D. The Building One MRO shall be issued pursuant to Section 66.0621 of
the Wisconsin Statutes, shall not constitute indebtedness of the City, and shall be
payable, subject to contingencies, solely from the limited sources and to the extent
provided in this Agreement and the Building One MRO.
Q. Building Two MRO. "Building Two MRO" means the Municipal
Revenue Obligation issued by the City to the Developer as evidence of the City's
limited obligation to pay the City Contribution attributable to Building Two (as
that term is defined in Section III.A., below), substantially in the same form as the
Building One MRO. The Building Two MRO shall be issued pursuant to Section
66.0621 of the Wisconsin Statutes, shall not constitute indebtedness of the City,
and shall be payable, subject to contingencies, solely from the limited sources and
to the extent provided in this Agreement, any supplement or amendment to this
Agreement executed in connection with the approval of the final plans and
specifications for Building Two, and the Building Two MRO.
R. Building Three MRO. `Building Three MRO" means the Municipal
Revenue Obligation issued by the City to the Developer as evidence of the City's
limited obligation to pay the City Contribution attributable to Building Three (as
that term is defined in Section III.A., below), substantially in same form as the
Building One MRO. The Building Three MRO shall be issued pursuant to
Section 66.0621 of the Wisconsin Statutes, shall not constitute indebtedness of the
City, and shall be payable, subject to contingencies, solely from the limited
sources and to the extent provided in this Agreement, any supplement or
amendment to this Agreement executed in connection with the approval of the
final plans and specifications for Building Three, and the Building Three MRO.
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2. PROPERTY ACQUISITION CONTINGENCY. Article II of the Development
Agreement is hereby amended to provide that the property acquisition contingency date is
extended to May 29, 2020. The City acknowledges and agrees that Developer may acquire the
parcels comprising the Property in one or more limited liabilities companies, so long as
Developer is the statutory manager of each limited liability company.
3. DEVELOPER'S OBLIGATIONS. Section M.A. of the Development Agreement is
hereby deleted and replaced with the following:
A. Project Construction. Developer intends to develop multiple buildings (each, a
"Building") on the Property, in multiple phases. Subject to the terms and conditions set
forth in this Agreement, Developer shall commence construction of the first Building
("Building One") on the Property no later than September 30, 2020, and shall
substantially complete Building One no later than June 30, 2022. Subject to the terms
and conditions set forth in this Agreement, construction of the second Building
("Building Two") shall commence no later than December 31, 2022 and shall be
substantially completed no later than June 30, 2025. Subject to the terms and conditions
set forth in this Agreement, construction of the third Building ("Building Three") shall
commence no later than December 31, 2023 and shall be substantially completed no later
than June 30, 2025. Developer shall diligently pursue completion of construction of each
Building in accordance with applicable City ordinances and City-approved plans so that,
subject to the terms and conditions set forth in this Agreement, each Building is
completed by its substantial completion date as set forth above.
With respect to the development of the Project under this Section III.A., Building One
shall be a five (5) story structure with retail space on the first floor, together with related
infrastructure and other site improvements. Developer agrees that it shall expend Project
Costs in an amount of not less than (i) $12,000.000.00 for Building One. Developer's
estimate of Project Costs for Building One are set forth on Exhibit C attached hereto.
Building Two and Three shall be more fully described in one or more supplements to this
Agreement, but shall, in the aggregate represent an investment of not less than
$16,000,000 in Project Costs. The City will not unreasonably withhold its consent to
proceed with Building Two and Three, so long as the Project, retains the same basic
character as a mixed-use development. Developer's obligations to commence and
complete construction under this Section M.A. are subject to (1) Developer's timely
receipt of all approvals, licenses and permits necessary or appropriate in connection with
Developer's development of the Project, and (2) Developer's receipt of Case Closure or
post-closure modification, as applicable, with respect to each parcel of Property in a
reasonable period of time to facilitate the commencement and completion of construction
on such parcel under the terms of this Section M.A. For purposes hereof,
"commencement of construction" shall mean the start of site improvements such as site
grading or clearing and fencing and"substantially complete" shall mean the issuance of a
certificate of occupancy, including a temporary certificate of occupancy.
The commencement and completion dates set forth (and the corresponding dates for the
issuance of the City MRO) above may be extended to the extent that, in addition to the
existing force majeure provisions set forth in Section X.E., below, a declared state of
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22142427.4
emergency results in (i) Developer's inability to obtain labor, equipment, or supplies in
the open market, and/or (ii) construction of the then-current Building or Buildings being
halted by a governmental work stoppage order, such as a "stay at home" order applicable
to the construction industry.
4. CITY CONTRIBUTION AND OBLIGATIONS. Section N.A. and IV.B. of the
Development Agreement are hereby deleted and replaced with the following:
A. City Contribution. In each year beginning in the year following the issuance of a
certificate of occupancy for Building One and ending in 2047 (or when the total amount
of the City Contribution has been paid to Developer, if earlier), in consideration of the
Developer undertaking its obligations under this Agreement, Available Tax Increment
shall be applied to make payments to the Developer of the City Contribution. The City
Contribution constitutes eligible Project Costs within the meaning of Section 66.1105(2)
of the Wisconsin Statutes. The first payment shall not be made until the first day of the
second November after the issuance of a certificate of occupancy for Building One,
provided that there is Available Tax Increment. The City Contribution shall be paid only
out of Available Tax Increment, subject to the provisions of this Agreement and the City
MRO. The City Contribution is a special and limited obligation of the City, and not a
general obligation of the City. The City MRO shall be issued as follows:
1. Building One MRO. The Building One MRO shall be issued upon the
issuance by the City of a certificate of occupancy for Building One, so long as
Building One is commenced and completed on or before the dates set forth in
Section III.A., above. The Building One MRO shall initially be issued in an
amount equal to twenty five percent (25%) of Project Costs incurred in
completing Building One.
2. Building Two MRO. The Building Two MRO shall be issued upon the
issuance by the City of a certificate of occupancy for Building Two, so long as (i)
the Building One MRO has issued, and (ii) Building Two is commenced and
completed on or before the dates set forth in Section III.A., above. The Building
Two MRO shall initially be issued in an amount of up to twenty five percent
(25%) of Project Costs incurred in completing Building Two, with the actual
percentage of Project Costs to be determined based upon Developer's final plans
for Building Two and Developer's actual demonstrated need for a City
Contribution to Building Two Project Costs.
3. Building Three MRO. The Building Three MRO shall be issued upon the
issuance by the City of a certificate of occupancy for Building Three, so long as
(i) the Building One MRO and Building Two MROs have issued, and (ii)
Building Three is commenced and completed on or before the dates set forth in
Section III.A., above. The Building Three MRO shall initially be issued in an
amount of up to twenty five percent (25%) of Project Costs incurred in
completing Building Three, with the actual percentage of Project Costs to be
determined based upon Developer's final plans for Building Three and
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Developer's actual demonstrated need for a City Contribution to Building Three
Project Costs.
4. Failure to Commence or Complete Buildings Two and Three. In the event
that the Building Two MRO is not issued, the amount of the Building One MRO
shall be reduced to sixty percent (60%) of its original amount, and neither the
Building Two MRO nor the Building Three MRO shall be issued. In the event
that the Building Three MRO is not issued, the amounts of the Building One
MRO and Building Two MRO shall each be reduced to eighty percent (80%) of
their respective original amounts, and the Building Three MRO shall not be
issued.
Developer acknowledges that, subject to the provisions of this Agreement: (i) all
payments of Available Tax Increment are subject to future annual appropriation of said
amounts by the City Common Council to payment hereunder; (ii) only the Available Tax
Increment generated by the Property (and all improvements and personal property
thereon) shall be used to make payments to the Developer; and (iii) if, on November 1,
2047, the amount of Available Tax Increment to be paid under this Agreement proved
insufficient to pay the entire City Contribution, the City shall have no obligation or
liability therefor. With respect to clause (i), above, the City covenants and agrees as
follows: (a) the City Manager or his designed representative shall include the payment of
the entire Available Tax Increment for each year included during the Payment Term in
the applicable budget request recommendation for the following year's budget; (b) if the
City's annual budget does not in any year provide for appropriation of Available Tax
Increment sufficient to make the payment due to Developer in that year, the City will use
its diligent, good faith efforts to notify Developer of that fact at least thirty(30) days prior
to the date the budget is presented to the City Common Council for final approval; and(c)
Available Tax Increment shall not be used to pay any other project costs of the District
until the City has applied to the payment due hereunder, in any year, the Available Tax
Increment generated by the Property that this Agreement provides will be applied to
payment due hereunder. Developer further acknowledges that, as a result of the special
and limited nature of the City's obligation to pay the City Contribution, the Developer's
receipt of the City Contribution also depends on factors including future mill rates,
changes in the assessed value of the Property, failure of the Project to generate Tax
Increment at the rate expected by the Developer, changes in the Tax Increment Law, and
other failures beyond the City's or Developer's control.
The payment of the City Contribution shall be subject to the following conditions
and limitations:
1. On each Payment Date during the Payment Term and subject to the
provisions of this Agreement, the City shall pay a portion of the City Contribution equal
to the amount of Available Tax Increment appropriated by the City Common Council for
the payment due that Payment Term year.
2. The City shall take no action to terminate or dissolve the District prior to
November 1, 2047, unless the City first pays the outstanding balance due under the City
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Contribution, subject to the provisions of this Agreement, including, but not limited to,
the annual appropriation of the City Common Council of such outstanding balance due.
Attached hereto as Exhibit E is the City's projection of revenues and expenditures
for the District over its term, assuming only the construction of Building One, with the
City Contribution labeled as "Municipal Revenue Obligation" thereon. Exhibit E is
provided for illustrative purposes only, and Developer acknowledges that the amounts set
forth thereon are estimates only, and are subject to reduction as provided in Sections
IV.A.4., above and N.B., below. Upon execution by the City and Developer of one or
more supplements to this Agreement setting forth the detailed plans for Buildings Two
and Three as set forth in Section III.A., above, Exhibit E shall be updated to show
revenues and expenditures for the District with the additions of Building Two and/or
Building Three.
B. City Contribution Adjustment. The City Contribution amount is based upon
Developer's demonstrated financial need, as shown on the proforma ten (10) year
Internal Rate of Return ("IRR") submitted by the Developer to the City, a copy of which
is attached hereto as Exhibit F. Developer and the City agree that to the extent that the
Project's performance materially deviates from the proforma IRR, the City Contribution
may be adjusted pursuant to this Section N.B.
On or before the thirtieth (30th) day following the tenth (10th) anniversary of the
issuance of the last City MRO issued by the City hereunder (the "Test Date"), Developer
shall provide the City with copies of internally prepared financial statements and a
complete annual cash flow update based on actual income and expenses (in a format
consistent with the example in Exhibit F) for the Project for the period from the issuance
date of the last City MRO to the Test Date. Within ten (10) business days thereafter,
Developer and the City shall, using information from the financial statements and cash
flow update, and the methodology utilized to calculate the original Building One
proforma IRR (as set forth on Exhibit F), and applying the Approved Assumptions (as
defined below) to supply any information that is not known as of the Test Date, calculate
the actual IRR as of the Test Date.
If the actual IRR calculated on the Test Date as proposed based upon the updated
analysis exceeds fifteen percent (15%), the City shall reduce the City Contribution to the
amount necessary to allow Developer to achieve a fifteen percent (15%) annual IRR over
the Payment Term (the "Approved Contribution").
As used herein, the "Approved Assumptions" shall be the terminal capitalization
rate, lease rates, and all other assumptions agreed upon by Developer and the City (but
expressly excluding refinancing, sale or recapitalization amounts, as noted below) as of
the date the proforma IRR is updated, and absent such agreement, as determined by an
independent MAI appraiser with not less than ten (10) years' experience appraising
commercial and multi-family properties in the Appleton-Oshkosh-Neenah metropolitan
statistical area. All costs for the independent appraiser shall be shared equally by the City
and the Developer. Any proceeds or distributions received by the Developer from the
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refinancing, sale or recapitalization of the Project shall not be recognized on the date
received,but rather, included as additional consideration received on the Test Date
Section IV.E. of the Development Agreement is hereby deleted.
5. WARRANTIES AND REPRESENTATIONS. Section VII.A. of the Development
Agreement is hereby deleted and replaced with the following:
A. The Developer and Merge hereby warrant,represent, and covenant to the City:
1. Merge is a duly organized and existing limited liability company in the
State of Iowa, and authorized to transaction business in the State of Wisconsin.
2. The Developer is a duly organized and existing limited liability company
in the State of Delaware and authorized to transact business in the State of
Wisconsin.
1. The execution, delivery, and performance of this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized and approved by Merge and by the Developer, and no other or further
acts or proceedings of Merge or the Developer or their respective member(s) or
manager(s) are necessary to authorize and approve the execution, delivery, and
performance of this Agreement, and the matters contemplated hereby. This
Agreement, the exhibits, documents, and instruments associated herewith and
made a part hereof, have, if applicable, been duly executed and delivered by
Merge and the Developer and constitute the legal, valid, and binding agreements
and obligations of Merge and the Developer, enforceable against Merge and the
Developer in accordance with their respective terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization, or
other similar laws affecting the enforcement of creditors' rights generally, and by
general equitable principles.
2. There are no lawsuits filed or, to the knowledge of Merge or the
Developer, pending or threatened against Merge or the Developer that may in any
material way jeopardize the ability of Merge or the Developer to perform their
respective obligations hereunder.
3. The Developer has sufficient funds through equity and debt
financing sources to construct, operate,maintain, and fulfill the Project.
4. The Developer shall provide, prior to execution of this Agreement,
a (i) a certificate of good standing/current status issued by the appropriate
government agency of the state of the Developer's organization, (ii) a certificate
of authority to transact business in the State of Wisconsin, if Developer is
organized in a state other than Wisconsin, and(iii) a certificate of incumbency and
resolutions of the Developer stating who is authorized to sign on behalf of
Developer and that the Developer is duly authorized to enter into this Agreement
and undertake all of the obligations under this Agreement together with all other
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agreements, documents, and contracts required to be executed in connection with
the transactions arising out of this Agreement.
6. PERMITTED ASSIGNMENTS AND CONVEYANCES. Sections X.D.1. and X.D.2.
of the Development Agreement are hereby deleted and replaced with the following:
1. General Restriction. Except as set forth in Sections X.D.2. and X.D.3., below,
,
Developer may not assign or transfer its rights or obligations under this Agreement or
convey the Project without the prior written consent of the City. For purposes hereof, the
ownership of each Building by a separate limited liability company shall not constitute a
prohibited assignment, so long as (i) Developer remains as the statutory manager of such
limited liability company, and (ii) Merge retains the right to control Developer. Upon
any assignment or transfer of Developer's rights and obligations under this Agreement in
violation of this Section X.D.1., this Agreement shall terminate at the option of the City
and be of no further force or effect.
2. Permitted Assignments/Conveyances. Upon the substantial completion of the
Project, Developer may convey the Project or any portion thereof to an Affiliate or a third
party; provided, that Developer shall, in connection with any such conveyance, record a
restriction pursuant to which the grantee agrees to be bound by the provisions of Section
VI.D., above. Following any such conveyance, Developer shall continue to receive the
City Contribution.
7. EVENT OF DEFAULT. Section IX.A.1. of the Development Agreement is hereby
deleted and replaced with the following:
1. Failure to Construct the Project. Subject to the terms of this Agreement, the
Developer fails to commence or complete construction of one or more of Buildings One,
Two, or Three as required under Article III, above; or
8. CITY OPTIONS UPON EVENT OF DEFAULT. Sections IX.B.1. of the Development
Agreement is hereby deleted and replaced with the following:
1. Suspend or terminate the performance of any and all of its undertakings and
obligations under this Agreement, including, but not limited to, making any further
payments under this Agreement or the City MRO during the pendency of the Event of
Default; provided, however, that if the Event of Default is solely a failure to commence
or complete the construction of Building Two and/or Building Three, payments under the
City MRO to the extent that the City MRO is issued and outstanding as of the date of the
Event of Default shall not be suspended or terminated, but shall be reduced as set forth in
Section IV.A., above.
In the event that Developer has commenced construction of one or more Buildings
at the time of the Event of Default, Developer shall remain liable for obtaining Case
Closures for any Existing Environmental Conditions on the parcel(s) on which the
Building was commenced in accordance with Article V, above. In the event that,
following an Event of Default, the City incurs any costs which are the responsibility of
Developer under Article V, the City may deduct such costs from any payment of the City
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Contribution which continues to be payable to Developer pursuant to subsection (1),
above.
9. EFFECT OF AMENDMENT. The provisions of this Second Amendment shall
supersede and supplant the language in the Development Agreement as if stated fully therein. All
other paragraphs and provisions of Development Agreement not otherwise addressed in this
Second Amendment shall remain in full force and effect.
10. EXHIBITS.
(a) Exhibit C to the Development Agreement is replaced with Exhibit C attached
hereto.
(b) Exhibit D to the Development Agreement is replaced with Exhibit D attached
hereto.
(c) Exhibit E to the Development Agreement is replaced with Exhibit E attached
hereto.
(d) Exhibit F to the Development Agreement is replaced with Exhibit F attached
hereto.
[Signatures Begin On Next Page]
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to be signed
as of the date stated in the first paragraph of this Second Amendment.
MERGE, LLC
By: - -
Brent Dahlstrom, Manager
STATE OF Fpld00-- }
} SS
COUNTY OF f CI +1CliA)k }
Personally came before me this 1''.day of MC , 2020, the abovenamed Brent
Dahlstrom, to me known to be the Manager of Merge, LLC and the person who executed the
foregoing instrument on behalf of the limited liability company.
c+ats JILL L KRAAYENBRINK
o�P Commission Number 797477 ��^
z.faen D r- My Commission Expires * f/� �}
iopP July 29,2022 .J j 1 �ir'CZ[)-4-C11 I�+.1 rl 14
Notary Public, State of i/0 C..—
My Commission: 1 a I a-a
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OSHKOSH MANAGER, LLC, a Delaware
limited liability company
By:
Name: We fl± ,MST Ysr)
Title: f \CL'`(Lg-C x
STATE OF _jW C/L- } 7
} SS
COUNTY OF Q,jQ,E'L ,v k }
Personally came before me this 13. day of C, y , 2020, the abovenamed
5-hrovYI , to me known to be the praj /e- of Oshkosh Manager, LLC
and the person who executed the foregoing instrument on behalf of the limited liability company.
ggwcs JILL L KRAAYENBRINK
Commission Number 797477
z aaee My Commission Expires
• "" July 29,2022
,l i ►i as ,bri n
Notary Public, State of . w C_
My Commission: --7114'g0)- .
11
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CITY OF OSHKOSH, WISCONSIN
By: --
Mark A. Rohloff, City Manager
By:
Pamela R. Ubrig, City Clerk n
Approve s to form: ,,n
By: C rU, 1- 2(1
)
Ly A. Lore ,City Attorney
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGO }
Personally came before me this 1rday of , 2020, the abovenamed Mark A.
Rohloff and Pamela R. Ubrig, to me known to be the City Manager and City Clerk, respectively,
of the City of Oshkosh, Wisconsin, and the persons who executed the foregoing instrument.
* ailvt JLI Q , G criGvvitortA ,-
Notary Public, State of Wisconsin =
My Commission: -2(p —2(
My Commission:
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REDEVELOPMENT AUTHORITY OF
THE CITY OF OSHKOSH, WISCONSIN
By: ,VAPA:\C6)-4
Loy.; , Chair
✓� �By:
H. )- Dp-v(s g- , Executive Director
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGO }
Personally came before me this "day of , 2020, the abovenamed
Uri %Ameri and(UUcnt WAS W , to me known to be—the 0 Chair and Executive Director,
respectively, of the Redevelopment Authority of the City of Oshkosh, Wisconsin, and the
persons who executed the foregoing instrument.
* lip n• _
Notary Public, State of Wisconsin ==
My Commission: 1- 2(v- 2
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EXHIBIT C
Estimate of Building One Project Costs
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MERGE
URBAN DEVELOPMENT GROUP
Cost Recap
Project Br!Buddkq-OabnN,WI
BldL
April
33 ØBRO
51d Time
Project Squue 57.2280
RaWaniW Unit 60
CM Cenacb:
033000 C444o44m Commis 307.850 538
034030 Precast Canoe 427,09 7.47
06400 Gm 0.00M..-(35pam Toppings 85aad Mabl 71,1111 1.24
040000 Newry 289,874 5.01
061000 S.uconl MMal Fnniq B MM.Nmb 141302 247
055000 NMI Fabbtlav-(5taa,Ladders,Balconies.Ralitpa) 161,948 3.18
0810(0 Rouyn C.rp.rtyl Raring-(Labor&I. 804( 948,748 1658
082000 F0MCrparwy•(Labor Q4y) 163,000 2.85
084100 AroMmoal Woodwork-(Cwbm Casework,P.rSr,elm) 37.080 0.85
061030 Woad Trim•ICaaip.Apona Bow.ak.) 10.701 0.18
071003 Ourpma/kq and Wabrprmtq 5.591 0.10
072000 Thermal!nation 93857 1.74
072725 901VAPidA8Vacer B.1te.
074000 siiq 6 S0R Penal systems 7113,193 1251
075000 Roo9q.FbNq.,I.Amsw0aa 102.037 283
077273 Vegetated Roof 5yabne-(Green Roofs) - -
075100 A 084470agoo/p -
073200 3p48544hub-(Etxbr C0Ia00 123107 021
051003 Coca and Frames 100240 280
033813 Saba OvalnW Coon 5552 0.10
064003 FSMrcr.Staralrata.and CMtal Web 288585 4.88
1:80400 Maims Park Dorn waxes 3.48
086000 Roof VAldo0a 8 51811pbb
005300 Myron 8211 0.11
092000 Ras.and Gypsum Bout 539,545 9.43
083000 Ming 20,379 038
094100 Awlalcal Gangs
098000 near p-(Wood.R.5.s.a C.I55 o) 1713039 3.08
098700 F0d64 9801918 0/S.IM Cam. 10.558 0.18
039000 P1Mry.C48t9s.8WalmoMaq 157,989 2.18
01000 Maul Mora Ws - -
@Wo Wei and Door Protection -
C2513 To Mt Aaaaaales 9,417 0.17
0251E Tub ShonxEmbalm. - -
03000 FOaplaw •
04118 Emarga YIWCa0Yuh-(Kra/eoxaa) 624 0.01
0400 FM Protection 5padalb0-(FM Edkgla8n 6CGNwb) 3,030 0.05
05100 Loam-Nowt 5W 9.(
05500 Pant SmulW-(44314,aaa) 8,788 0.12
05723 Om.and Unity S1wM0p 8.452 all
11300 V.84.and Pedapbn Ep4PnaR 4223 0.07
13013 11•984.14a4blm 197,750 3.45
14000 Foodwn'in Ev.11.00 - -
16200 Fealty Sold Wab lYndkq Emanwrl-(C rmmtan80ks)
22000 Wialow Tnalwm 25.029 0.44
Z3200 R.0EaM00 Wood Cameo. 125:83 219 Barth Cabinets a152100 mr1M
23030 Cowdarbps-(Ircfda Venly Topa and Wnh456l 125235 224
24003 Fungi,.and Ammon.-(FF5E1
24613 EMarc.Flea vials and Frames 2.637 0.01
29313 Boyd.Rasa•O M ar) 3.953 0.07
42000 Elmfas 128.175 220
49182 Trail Chutes
10090 Fire 5tAammion 123,808 210
220010 011n09,9 549,402 9.80
230000 14/AC 532E08 9.83
280030 Sochi.] 747,213 13.05
310003 Eutis080 258,1137 452
314103 SBa80
318000 Sprat Foundations•(Mr.Pan,01a101 lrckwion) 228584 3136
321218 A.0FY PaVq 131032 1.08
321800 84eC0101.b 97.347 1.70
93100 Faros and Gabs - -
723200 Ratak Waft 4 - -
323300 SSFu1vhlga-(Me Bin Radn Benches.etc) - -
328400 Pbdkq ingabn -
329000 Pterakq-9aldaoOng) 51500 090
333003 WIN.-P NN,SWbry,Sam) 72815 127
010010 Project Reaiamaa 15303 276
017423 FSWCwNq 20.045 035
Mammas
Energy Medckq Consultant Mamma
Endow,.CasubnlAbwnes
Ernkom.mW Testing Abaco
501 Boriq and Taft/Yoe/arm
MOM and FM15onemIng An
Bacot 6 s .IyLl*rtbvnn
n W U aa81a0se 8 RdowrNn Fee Aldwan.
Traffic 14186 Steal Light Rabwlim Afowara
Bride Risk lrmaance Mamma* 38.750 084 Grabm domnt ub.l0m.ry tiw DAMN Risk it lbge S11041 pal a prfoa
Corsbutllo.F... Tewkq Mamma 15,000 028
Rol Rwis Fra
CeroBm%mia
Fogkgs6 FaMdm.Vl* Raps) •
BBiding B.Own.rcy Perris 40.000 070
Erosion Control Pap Rabw Fen
Emil Coned firma
E osbn Cartel 8 51orladr Narspnw.R Bad Abwarce
CPW Panes Abmma-(80 C840 r.F..080Ccawe,at)
Pmpady Rrad M W alsrce CtwguF44 01 RMd)
InasdFer(BRepol
Bo-RM.Brie
rie Umbra Fra 01 Pmd)
0.pamrMma Am Far 01 R.pd)
Same.Condition Morava 55,000 096 GaarAa ai bate LIAM Ming lea Leib are And over
Sae 340410 A1orarca
Talppaly IAMC .n Mow arm 11500 019
Haar..
!ba Material(A bolanOM.m lamom
Comet*Roma Mamma
Nmormn900 Romanian Moran.
OvrExmvnm 8 Bwdl Mamma-10440q
Pw£xwva6m 8 Ba000 A.r.J00-H b
Colic-..Soft Mrq Lola
Coc Sea Tpp0q Fm Abwar. 225502 3.134
004b1ctlm RamvM Mmaca
Clay Cap Mamma•5 Ol cop lanced!Earmk ar
Vmor 389. 0 1yabm Mamma .003 0.79
Interior Strap Mamma .000 010
Exterior Wong*AMnm 2050C 035
Exterior Trolls Abaco -
Storefront Va1aelMSunWN Alarm. -
QurWbr Enclouae Abwua -
Sib Furnishings/An0Nisa Mowlta •
ComlwrdSIiL W Spam Bald Ot Abxurw
Common Mr RIM En/0 _.-.Mamma 33,030 052
01003 G4mNC4,020ma 873346 11.77 Tam at plmkla a brWsm 8 mho Mead an bast ca*ri bens poj.d tab could be.7.
Conalmolon6 .pnsN Fr 295355 3%
6.Leea. 101406 1% Gamral Latey 9 Irduareatandard for CM
Camp Provided ben
bpbm ns(Lag Dryer Vona - Ind dad b CAICa8.m
. Canna* - lNdadl CMConracb
040 Ces adr TMO
Car Ama SyWmMIMan 30280 1.41p11 M Ne0Qva.Plamhar Rio:531524.5100.01•W
was
We Flaahlp 00.030 2661.090 bah 8 mmsn alma
Ambled 433.187 $ 6.4
14941 75503
Omar Prbvd.d Fbmvae 150iO3 1.1914 from Cline
Tama krona*Mamma-OsMosh Food Co-no 315500 i48.66mf4 be*0603ag4u.6or In Cos.loam
R1a40I♦II7/CO2 Work Pun 37500
Corlvbn P4dod Enviremsmal Panama. 84500
Project Con0 an6y $ 342821.88 5 5.99 3%
Total with Conllp.410y 5 11,770217.65 5205.63 $ - S -
DevecpnnrFr 5 470,003.71 5923
TphIBdawPMMAn0.0090 -. - 5 1z2�1,6ua 32+se0;
EXHIBIT D
Form of Building One MRO
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION
Number Date of Original Issuance Principal Amount
FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the
"City"), promises to pay to OSHKOSH MANAGER, LLC, a Delaware limited liability
company (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 from time to time
outstanding hereunder, on the dates hereinafter provided, subject to the terms and conditions of
this Municipal Revenue Obligation ("MRO").
This MR0 is the "Building One MRO" issued pursuant to the terms of aTax Incremental ntal
District No. 36 Development Agreement dated as of , 2019 among the City, the
Redevelopment Authority of the City of Oshkosh, Wisconsin, Merge, LLC, and the Developer,
as amended ("Development Agreement"). Capitalized terms used herein without definitions
have the meanings ascribed to them in the Development Agreement.
The Principal Amount shall initially be as set forth above, which Principal Amount
represents twenty five percent (25%) of Project Costs incurred by Developer in connection with
the completion of, and issuance of a certificate of occupancy for, Building One of the Project.
The Principal Amount is subject to reduction as follows: in the event that the Building
Two MRO is not issued, the Principal Amount shall be reduced to sixty percent (60%) of the
original Principal Amount of this MRO. In the event that the Building Two MRO is issued but
the Building Three MRO is not issued, the Principal Amount of this MRO shall be reduced to
eighty percent(80%) of the original Principal Amount of this MRO.
This MRO shall be payable in installments on [November 1,2023] and each November 1
thereafter (the "Payment Dates") during the Payment Term in an amount equal to the Available
Tax Increment for the prior year provided that such payments are due under the Development
Agreement. Payments on this MRO shall be made only to the extent that the City has received
Available Tax Increment. This MRO shall not bear interest.
15
22142427.4
This MRO has been issued to finance projects within the City's Tax Incremental District
No. 36 ("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 , 2019 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 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 Increment 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 Development Agreement are incorporated herein by this reference.
The City shall have no obligation to pay any amount of this MRO which remains unpaid
after the final Payment Date of[November 1,2047].
The City makes no representation or covenant, express or implied, that the Available Tax
Increment 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 Increment to make payments due on this MRO. When the amount of
Revenues have 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 Article IX 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.
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, only as set forth in the Development
Agreement. 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
16
22142427.4
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.
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:
17
22142427.4
EXHIBIT E
Projected District Revenue and Expenses
18
22142427.4
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EXHIBIT F
Developer's Pro Forma IRR Calculation
19
22142427.4
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