Loading...
HomeMy WebLinkAbout09A. 22-457NOVEMBER 9, 2022 22-457 RESOLUTION (CARRIED 7-0 LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE AMENDMENT TO PURCHASE AGREEMENT WITH T. WALL ENTERPRISES DEVELOPMENT, LLC FOR REDEVELOPMENT OF THE PROPERTY LOCATED AT 43 EAST 7TH AVENUE INITIATED BY: COMMUNITY DEVELOPMENT WHEREAS, on January 11, 2022, the Common Council approved a Purchase Agreement with T. Wall Enterprises Development, LLC for the purchase and redevelopment of the property located at 43 East 7th Avenue; and WHEREAS, T. Wall Enterprises Development, LLC is requesting an amendment to said Purchase Agreement to extend the contingency period to January 15, 2023. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the amendment to the Purchase Agreement with T. Wall Enterprises Development, LLC for the purchase and redevelopment of the property located at 43 East 7th Avenue, per the attached, is hereby approved, and the proper City officials are authorized to carry out all actions necessary to implement the City's obligations under the amended Purchase Agreement. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Kelly Nieforth, Community Development Director DATE: November 3, 2022 RE: Approve Amendment to Purchase Agreement with T. Wall Enterprises Development, LLC for Redevelopment of Property Located at 43 East 7th Avenue BACKGROUND On January 11, 2022, the Common Council approved a purchase agreement with T. Wall Enterprises Development, LLC for the redevelopment of the property located at 43 East 7th Avenue. ANALYSIS T. Wall Enterprises Development, LLC is requesting an amendment to the agreement to extend the contingency period from June 30, 2022 (with two sixty (60) day extension periods) to January 15, 2023 (with no extension periods) to allow for more time to finalize the remediation plan on site and approve the Development Agreement. The Development Agreement is scheduled to be placed on a Council agenda for consideration by the end of 2022 and the Developer will start construction in Spring 2023. RECOMMENDATIONS The Common Council approves the amendment to the purchase agreement with T. Wall Enterprises Development, LLC for the redevelopment of the property located at 43 East 7th Avenue and authorizes staff to execute said purchase agreement and take those steps necessary to implement the terms and conditions of the agreement. Respectfully Submitted, Approved, Kelly Nieforth Mark A. Rohloff Community Development Director City Manager Initials ____________ FIRST AMENDMENT TO PURCHASE AGREEMENT -43 East 7th Avenue, Oshkosh, Wisconsin- This “First Amendment” is made and entered into by and between The Mill on Main, LLC ("the Developer or the Buyer") and the City of Oshkosh, a Wisconsin municipal corporation (the "City") and the Redevelopment Authority of the City of Oshkosh, Wisconsin (the "RDA" and, collectively with the City, the "Seller") with respect to the real property located in Oshkosh, Wisconsin as of the date this First Amendment has been signed by both Buyer and Seller. WHEREAS, T. Wall Enterprises Development, LLC and Seller entered into a Purchase Agreement accepted January 27, 2022 (the “Purchase Agreement”); WHEREAS, on June 30, 2022, T. Wall Enterprises Development, LLC assigned its interest in the Purchase Agreement as Buyer to the Buyer. WHEREAS, the parties wish to amend the Agreement. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree hereto as follow: A. Contingency Extension. Notwithstanding anything in the Purchase Agreement to the contrary, Section 5.2 under the Purchase Agreement shall be amended and restated from June 30, 2022, to January 15, 2023. (the “Contingency Period”). Additional Extensions. Furthermore, the following in Section 5.2 shall be deleted in its entirety: “So long as not in default hereunder, Developer may extend the Contingency Period for up to two sixty (60) day periods, provided Developer is using best efforts and such approvals, diligence, or financing are in the process of being granted. If Developer elects to extend the Contingency Period as provided herein, Developer shall give Seller written notice prior to the then current expiration date of the Contingency Period”. B. Effect of Extensions. Buyer and Seller each acknowledge that the extensions under Section B of this First Amendment preclude any claim of breach under the original terms of the Purchase Agreement, prior to this First Amendment amending and restating such terms as identified above. C. Counterparts. This First Amendment may be executed in one or more counterparts, and the several counterparts together shall constitute a single Initials ____________ instrument. An electronically transmitted signature by facsimile or pdf software shall have the same full force and effect as an original signature. D. Interpretation. All capitalized terms in this First Amendment that are not defined in this First Amendment shall have the same meanings affixed in the Purchase Agreement. All other terms and provisions of the Purchase Agreement not specifically amended herein shall remain in full force and effect. E. Effect of Amendment. In case of discrepancy between the terms of this First Amendment and the Purchase Agreement, the terms of this First Amendment shall govern. IN WITNESS WHEREOF, this First Amendment is executed as of the date it is signed by both Buyer and Seller. Buyer: The Mill on Main, LLC By:___________________________ Terrence R. Wall, President of T. Wall Enterprises Manager, LLC, its Manager Dated:_________________________ CITY: City of Oshkosh, Wisconsin By: ____________________________ Dated: __________________________